Common use of Conversion Clause in Contracts

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject The Holders of Trust Securities, subject to and the limitations set forth in compliance with this Section, shall have the provisions right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the Indentureconverting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of ________ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $ _____ per $10 principal amount of Debentures), subject to all of the adjustments with respect to the conversion price of the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of any Security has such Trust Securities shall submit to the rightConversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, exercisable together with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at any time prior the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business (New York time) on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Security's maturity (orTrust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in the case of Securities called for redemption, Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the Business Day prior day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the corresponding Redemption Date)Person or Persons entitled to receive the same, to convert unless otherwise directed by the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender notice of conversion and the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for the corresponding conversion after rights of Holders of Trust Securities shall expire at the close of business on the Regular Record Date date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints the Property Trustee, not in its individual capacity but solely as conversion agent, (the "Conversion Agent") for the payment purpose of an installment effecting the conversion of interest Trust Securities in accordance with this Section. In effecting the conversion and prior transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the opening Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of business on the next Interest Payment Date, then, notwithstanding such Common Stock will be issued as a result of conversion, the but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person Conversion Agent in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Trust Agreement or otherwise required of Common Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. Subject to and in compliance with Class K Partnership Preferred Units shall be convertible by the provisions holders thereof as follows: (a) Upon conversion of the Indentureany number of shares of Class K Preferred Stock into shares of Common Stock, an equal number of Class K Partnership Preferred Units shall automatically be converted into Partnership Common Units. If Class K Partnership Preferred Units are held by more than one holder, the Holder units to be converted shall be selected by the General Partner in its discretion. The conversion ratio in effect from time to time for the conversion of any Security has Class K Partnership Preferred Units into Partnership Common Units pursuant to this Section 7 shall at all times be equal to, and shall be automatically adjusted as necessary to reflect, the right, exercisable conversion ratio in effect from time to time for the conversion of Class K Preferred Stock into Common Stock. (b) Holders of Class K Partnership Preferred Units at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on a Record Date shall be entitled to receive the Business Day distribution payable on such units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such Record Date and prior to such Distribution Payment Date; provided, however, that if Class K Partnership Preferred Units are converted during the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after period between the close of business on the Regular any Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest corresponding Distribution Payment Date (except shares converted after the issuance of a notice of redemption with respect to a redemption date during such period or coinciding with such Distribution Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date which will be paid entitled to the Trust (which will distribute such interest to distribution) the holder of must pay the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of Partnership an amount equal to the interest distribution payable on such Interest units on such Distribution Payment Date Date. If any Class K Partnership Preferred Units are converted on a Distribution Payment Date, the portion so converted. The number holder thereof will receive the distribution payable by the Partnership on such Class K Partnership Preferred Units on such date, and the holder need not pay the amount of shares issuable such distribution upon conversion of a Security is determined by dividing Class K Partnership Preferred Units. Except as provided above, the principal amount of the Security Partnership shall make no payment or allowance for unpaid distributions on converted by the conversion price in effect Class K Partnership Preferred Units or for distributions on the Conversion DatePartnership Common Units issued upon such conversion. Each conversion of Class K Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Class K Preferred Stock into Common Stock is deemed to have been effected. (c) No fractional shares will Partnership Common Units shall be issued upon conversion but a cash adjustment will be made for of Class K Partnership Preferred Units. Instead of any fractional interest. The outstanding principal Partnership Common Units that would otherwise be deliverable upon the conversion of Class K Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in cash equal to the cash payable to a holder of any Security shall be reduced by the portion an equivalent number of the principal amount thereof converted into shares of Class K Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any and all documentary stamp, issue or transfer taxes, and any other similar taxes, payable in respect of (i) the issue or delivery of Partnership Common Units or other securities or property on conversion or redemption of Class K Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Stock or other securities or property on conversion or redemption of Class K Preferred Stock pursuant to the terms hereof.

Conversion. Subject to and in compliance with the provisions of the Indenturenext two succeeding sentences, the a Holder of any a Security has the right, exercisable may convert this Security for Common Stock at any time prior to after 90 days following the close of business (New York time) on the date Issue Date of the Security's maturity (or, in the case of Securities called for redemption, prior to and before the close of business on February 13, 2018. If this Security is called for redemption, the Business Holder may convert it at any time before the close of the last Trading Day prior to the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a notice of exercise of the option to convert require the principal amount thereof (Company to purchase such Security or any portion thereof that to redeem such Security in the event of a Fundamental Change may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 5.692 shares of Fleetwood Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Common Stock. To convert a Security, this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the this Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment A Holder may convert a portion of this Security if the Principal Amount of such portion is $1,000 or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close multiple of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any this Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be reduced by canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the portion of this Security being converted pursuant to the principal amount thereof converted into shares of Common Stockterms hereof.

Conversion. Subject The Holders of Trust Securities, subject to and the limitations set forth in compliance with this Section, shall have the provisions right, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the Indentureconverting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures having a principal amount equal to the aggregate Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of______ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of approximately $ _____ per $25 principal amount of Debentures), subject to all of the adjustments with respect to the conversion price of the Debentures, as set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of any Security has such Trust Securities shall submit to the rightConversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, exercisable together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at any time prior the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee in writing of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such written notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business (New York time) on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities on or following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Security's maturity (orTrust Securities surrendered for conversion, or on account of any accumulated and unpaid dividends on the shares of Common Stock issued upon such conversion. Trust Securities submitted for conversion prior to the expiration of conversion rights as provided in the case of Securities called for redemption, Section 4.3(iii) shall be deemed to have been converted immediately prior to the close of business on the Business Day prior day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the corresponding Redemption Date)Person or Persons entitled to receive the same, to convert unless otherwise directed by the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender notice of conversion and the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) The conversion rights of holders of the Debentures and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for the corresponding conversion after rights of Holders of Trust Securities shall expire at the close of business on the Regular Record Date date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially appoints ____________________ not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the payment purpose of an installment effecting the conversion of interest Trust Securities in accordance with this Section. In effecting the conversion and prior transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the opening Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of business on the next Interest Payment Date, then, notwithstanding such Common Stock will be issued as a result of conversion, the but, in lieu thereof, such fractional interest payable on such Interest Payment Date will be paid in cash by the Depositor to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person Conversion Agent in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Trust Agreement or otherwise required of Common Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. Subject Holders may surrender Securities for conversion into Common Shares on a Conversion Date if, as of such Conversion Date, the Sale Price (as defined in the Indenture) of the Common Shares for at least 20 trading days in the 30 trading day period ending on the trading day prior to and in compliance the Conversion Date is more than 110% of the accreted conversion price of a Security with a $1,000 Principal Amount at Maturity on such Conversion Date. The accreted conversion price is equal to the Issue Price plus accrued Original Issue Discount of such Security, with the provisions sum thereof divided by the Conversion Rate. In addition, a Holder may surrender for conversion a Security or portion of a Security which has been called for redemption pursuant to paragraph 5 hereof, even if the foregoing provision has not been satisfied, and such Securities may be surrendered for conversion until the close of business on the day that is two Business Days prior to the Redemption Date. In the event that Tyco declares a dividend or distribution described in Section 10.7 of the Indenture, or a dividend or a distribution described in Section 10.8 of the Holder Indenture where the fair market value of any Security has such dividend or distribution per Common Share, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Shares as of the Business Day prior to the date of declaration, the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, exercisable which shall be not less than 20 days prior to the Ex-Dividend Time for such dividend or distribution and Securities may be surrendered for conversion at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to thereafter until the close of business on the Business Day prior to the corresponding Redemption Date)Ex- Dividend Time or until Tyco announces that such distribution will not take place. Finally, in the event that Tyco is a party to convert a consolidation, merger or binding share exchange pursuant to which the principal amount thereof (Common Shares would be converted into cash, securities or other property as set forth in Section 10.14 of the Indenture, the Securities may be surrendered for conversion at any portion thereof that time from and after the date which is an integral multiple 15 days prior to the date Tyco announces as the anticipated effective time until 15 days after the actual date of such transaction. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 8.6916 Common Shares per $22) into shares of Fleetwood Common Stock 1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under in certain circumstancesevents described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of any fractional Common Share. In certain circumstances described in the Indenture, a Holder which surrenders Securities for conversion may receive Common Shares and cash in lieu of fractional shares from an Exchange Party and not from the Company and the Securi ties may remain outstanding. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Shares except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date through the Conversion Date with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such shares of Common Shares (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Shares (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Shares payable in Common Shares or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Shares; distributions to all holders of Common Shares of certain rights to purchase Common Shares for a period expiring within 60 days at less than the Average Sale Price at the Time of Determina tion; and distributions to such holders of assets or debt securities of Tyco or certain rights to purchase securities of Tyco (excluding certain cash dividends or distribu tions). However, no adjustment need be made if Securityholders may participate in the transaction without conversion or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If Tyco is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Shares may be changed into a right to convert it into securities, cash or other assets of Tyco or another person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business (5:00 p.m., New York City time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)immediately preceding December 15, 2029, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock at the initial conversation rate of 1.3986 shares of Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $[___] 35.75 per share of Fleetwood Common StockStock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute registered Holder of such interest to the holder of the applicable Trust Securities at the close of business Security on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionRegular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to the occurrence of certain events and in compliance with the provisions of the Indenture, prior to the Holder Stated Maturity of any Security the Securities, the holder hereof has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)its option, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) its Securities into cash and shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject if any, at an initial Conversion Rate of 25.4463 shares of Common Stock per $1,000 principal amount of the Securities (a Conversion Price of approximately $39.30 per share). The Conversion Rate shall not be adjusted for any accrued and unpaid Interest and accrued and unpaid Liquidated Damages, if any. Upon conversion, no payment shall be made by the Company with respect to accrued and unpaid Interest. Instead, such amount shall be deemed paid by the shares of Common Stock delivered upon conversion of any Security. A Holder shall receive, however, accrued and unpaid Liquidated Damages, if any. In addition, no payment or adjustment under certain circumstancesshall be made in respect of dividends on the Common Stock, except as set forth in the Indenture. The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Designated Event Repurchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Repurchase Notice or Designated Event Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the Notice of Conversion attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents documents, (4) if required by Section 10.03 of the Security Registrar or Conversion Agent Indenture, pay Interest and (45) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment will be made for as provided in the Indenture. If the Company (i) is a party to a consolidation, merger, statutory share exchange or combination, (ii) reclassifies the Common Stock, or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any fractional interest. The outstanding principal amount of any Person, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockStock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture. In addition, if a Holder elects to convert its Securities in connection with certain corporate transactions that occur on or prior to June 15, 2009 and 10% or more of the consideration for the Common Stock in the such transaction consists of cash, securities or other property that is not traded or scheduled to be traded immediately following such transaction on a U.S. national securities exchange or the Nasdaq National Market, the Company shall increase the Conversion Rate by the number of Additional Shares.

Conversion. Subject The Holders of Trust Securities, subject to and the limitations set forth in compliance with this Section, shall have the provisions right at any time, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the Indentureconverting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures in a principal amount equal to the Liquidation Amount of such Trust Securities, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of ______ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of $______ per share of Common Stock), subject to the terms and certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). In case Trust Securities or a portion thereof are called for redemption, such conversion right in respect of the Trust Securities or portion thereof so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Property Trustee fails to irrevocably deposit funds sufficient to pay the Redemption Price or Optional Redemption Price, as the case may be. (ii) In order to convert Trust Securities into Common Stock, the Holder of any Security has such Trust Securities shall submit to the rightConversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, exercisable together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (x) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (y) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at any time prior the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business (New York time) on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Security's maturity (orTrust Securities surrendered for conversion, in or on account of any accumulated and unpaid dividends on the case shares of Common Stock issued upon such conversion. Trust Securities called for redemption, shall be deemed to have been converted immediately prior to the close of business on the Business Day prior day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver, or shall cause to be issued and delivered, at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the corresponding Redemption Date)Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion, and the Conversion Agent shall distribute such certificate or certificates and cash to convert the principal amount such Person or Persons. (iii) Each Holder of a Trust Security by its acceptance thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $initially appoints [_____________________________] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must not in its individual capacity but solely as conversion agent (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such conversion transactions. The Conversion Agent is hereby authorized to (3i) furnish appropriate endorsements or transfer documents if required exchange Trust Securities from time to time for Debentures held by the Security Registrar Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent and by the Debenture Trustee. (4iv) pay any transfer or similar tax, if required. Upon No fractional shares of Common Stock will be issued as a result of conversion, no adjustment or payment will be made for but, in lieu thereof, such fractional interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid in cash by the Depositor to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person Conversion Agent in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (v) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Agreement or otherwise required of Common Stockthe Property Trustee or by law or the Trust to pay any amounts on account of such withholdings.]

Conversion. Subject to Section 6.1.1.1, each Warrant may be converted by the holder hereof into Warrant Shares (or Other Securities) during normal business hours on any business day on or after November 1, 2008 and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time on or prior to the close Expiration Date, by surrender of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior such Warrant to the close of business on the Business Day prior Company at its principal office, accompanied by an election to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice purchase substantially in the form attached heretoto such Warrant duly executed by such holder, and such holder shall thereupon be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares (or Other Securities) equal to: (a) the excess of (i) (x) the number of Warrant Shares (or Other Securities) determined as provided in Sections 6.3 and 6.4 hereof which such holder would be entitled to receive upon exercise of such Warrant for the number of Warrant Shares designated in such conversion notice (without giving effect to any adjustment thereof pursuant to the provisions hereof) for which such Warrant may be exercised, as designated in such conversion notice, multiplied by (y) the fair market value of each such Warrant Share (or such Other Securities) so receivable upon such exercise (ii) (x) the number of Warrant Shares (without giving effect to any adjustment thereof pursuant to the provisions hereof) for which such Warrant may be exercised, as designated in such conversion notice, multiplied by (y) the Exercise Price (b) such fair market value of each such Warrant Share (or Other Securities). Notwithstanding anything to the contrary herein, (2i) surrender no Warrant may be converted except upon a vote of the Security to a Conversion Agent, (3) furnish appropriate endorsements Majority Warrantholders that all Warrants shall be exercised or transfer documents if required by the Security Registrar or Conversion Agent converted and (4ii) pay any transfer or similar tax, if required. Upon in the event that the Majority Warrantholders vote in favor of exercise and conversion, no adjustment all Warrantholders shall be required to exercise or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close convert all of business on the Regular Record Date for the payment their Warrants. For purposes of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionthis Section 6.1.1.2, the interest payable on such Interest Payment Date will be paid fair market value of a Warrant Share in connection with a conversion shall equal the Company Value (calculated pursuant to the Trust (which will distribute such interest to the holder Section 6.12 as of the applicable Trust Securities at date of conversion) divided by (y) the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon of Common Stock outstanding on a fully diluted basis. For all purposes of this Warrant Agreement (other than this Section 6.1.1), any reference herein to the exercise of a Warrant shall be deemed to include a reference to the conversion of a Security is determined by dividing such Warrant into Warrant Shares (or Other Securities) in accordance with the principal amount terms of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockthis Section 6.1.1.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security has the right, exercisable at any time prior to after 90 days following the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, Issuance Date and prior to the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)final maturity date of the Security, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221,000) into shares of Fleetwood Common Stock at the initial conversion price Conversion Price of $[___] 165.00 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as provided in the Indenture, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption (unless the Company shall default in making the redemption payment, including interest and Liquidated Damages, if any, when it becomes due, in which case the conversion right shall terminate at the close of business on the date on which such default is cured). As further provided in the Indenture, the Company agrees that, upon the occurrence of the Stock Split (which it is currently contemplated will occur on April 2, 1999), the Conversion Price shall be automatically adjusted to $82.50 per share. Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar tax, if required by the Conversion Agent, and (5) if required, pay funds equal to interest and Liquidated Damages, if any, payable on the next interest payment date. Upon conversion, no adjustment or payment payments will be made for accrued and unpaid interest or dividendsLiquidated Damages, but if any, on the Securities so converted or for dividends or distributions on, or Liquidated Damages, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date a record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid on such interest payment date to the Trust (which will distribute such interest to person who was the registered holder of such Security on such record date. Any Securities surrendered for conversion during the applicable Trust Securities at period after the close of business on such any record date) or to such other person in whose name date for the Securities are registered at payment of interest and before the close opening of business on the next succeeding interest payment date (except Securities called for redemption on a redemption date or to be repurchased on a Designated Event Payment Date during such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not period) must be accompanied by payment of in an amount equal to the interest and Liquidated Damages, if any, payable on such Interest Payment Date interest payment date on the portion principal amount of Securities so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Security in respect of any which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security shall may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Common Stockcontained in the Indenture.

Conversion. Subject (a) Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default has occurred and in compliance is continuing, Seller shall be permitted to consummate a Foreclosure Event with respect to any Purchased Asset and convert the related Mortgage Loan to a loan secured by a Mortgage or Mortgages on the related Mortgaged Property or Mortgaged Properties for the benefit of Buyer (a “REO Conversion”). Any such REO Conversion shall be required to occur upon and simultaneous with the provisions Foreclosure Event. (b) With respect to any Purchased Asset that is the subject of the Indenturea REO Conversion, the Holder related Repurchase Date shall be the date which is the earlier of any Security has (x) three hundred sixty (360) days after the right, exercisable at any time Business Day on which the REO Conversion is effective minus the number of calendar days (if any) that such Purchased Asset was the subject of a Mandatory Early Repurchase Event immediately prior to the close consummation of business the REO Conversion (New York timeor if such date is not a Business Day, then the next succeeding Business Day) (i.e. if such Purchased Asset was not subject to a Mandatory Early Repurchase Event prior to the Business Day on which the REO Conversion is effective, then the Repurchase Date will be three hundred sixty (360) days after the Business Day on which the REO Conversion is effective), or (y) September 9, 2028. (c) An REO Conversion shall not be permitted to occur unless the ownership and structure of the Mortgagor and the documentation for and any third party reports with respect to the Purchased Asset in effect after the effective date of the Security's maturity REO Conversion are in form and substance acceptable to Buyer in its sole discretion exercised in good faith. Such ownership, structure and documentation shall include, without limitation, the following components: (ori) the Mortgaged Property will be owned by a special purpose entity (“REO Owner”) that is wholly owned by Seller and that is otherwise consistent with the Change of Control definition, as evidenced by delivery of an organizational chart for the REO Owner showing all direct or indirect equityholders of the REO Owner that either Control the REO Owner or hold 10% or more of the entity interest in the case of Securities called REO Owner, directly or indirectly; (ii) the ownership interest in the REO Owner is pledged to Buyer pursuant to an equity pledge agreement; (iii) the Purchased Asset Documents for redemption, the Purchased Asset after the REO Conversion is effective shall be based upon the Purchased Asset Documents for the Purchased Asset immediately prior to the close REO Conversion (which shall include, without limitation, guaranties to be delivered by a creditworthy guarantor approved by Buyer in its sole discretion exercised in good faith (the “REO Guarantor”)) with such changes thereto as are acceptable to Buyer in its sole discretion exercised in good faith (it being understood and agreed that the outstanding principal balance of business on the Business Day prior Mortgage Loan after the REO Conversion will match the unpaid principal balance of the Mortgage Loan at the time of the Foreclosure Event); (iv) the Mortgage securing the Mortgaged Property has been recorded and is insured by an ALTA lender’s title insurance policy, or its equivalent as adopted in the applicable jurisdiction, insuring Seller together with its successors and assigns, subject only to the corresponding Redemption Datetitle exceptions that were included in the lender’s title insurance policy that was delivered in connection with the origination of each Purchased Asset (and any other exceptions that are acceptable to Buyer in its sole discretion exercised in good faith); (v) B▇▇▇▇ shall have received an executed certificate from the secretary or assistant secretary of each of the REO Owner and the REO Guarantor, together with all applicable attachments, certifying that attached thereto are (i) true, correct and complete certificate or articles of formation or organization (or other charter document), including all amendments thereto, of REO Owner and REO Guarantor, certified as of a recent date by the Secretary of State of the state of its organization or formation; (ii) true, correct and complete limited liability company agreement, and including all amendments thereto, of REO Owner and REO Guarantor, (iii) the names of the officers authorized to convert sign the principal amount thereof Purchased Asset Documents and their true signatures; (iv) true, correct and complete copy of resolutions duly adopted by the board of directors (or any portion thereof that is an integral multiple of $22equivalent governing body); (vi) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert Buyer shall have received a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder copy of the applicable Trust Securities at the close related foreclosure deed, deed in lieu of business on such record date) foreclosure or to such other person assignment in whose name the Securities are registered at the close lieu of business on such record dateforeclosure, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal ; (vii) in each case to the interest payable on such Interest Payment Date extent requested by B▇▇▇▇, B▇▇▇▇ shall have received updated versions of the third party reports referenced on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing Due Diligence Checklist; (viii) B▇▇▇▇ shall have received legal opinions from counsel to REO Owner and REO Guarantor in substance similar to the principal amount legal opinions delivered in connection with the closing of the Security converted Purchased Asset; (ix) Buyer shall have received evidence reasonably satisfactory to Buyer that all insurance coverage required to be in place pursuant to the related Purchased Asset Documents with respect to the Mortgaged Property are in effect as of the date of the REO Conversion; (x) Buyer shall have received an amended and restated Confirmation executed by Seller reflecting the REO Conversion of the Purchased Asset and including representations and warranties from Article 9 of the Repurchase Agreement applicable to the REO Owner; and (xi) Buyer shall have received such other and further documents and documentation as Buyer in its sole discretion exercised in good faith shall require. (d) Concurrently with the REO Conversion, (i) all reserve or other amounts held by the conversion price in effect on REO Owner or pursuant to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Purchased Asset Documents shall be reduced by the portion directed to an account under B▇▇▇▇’s control or held with Servicer and (ii) Seller shall pay to Buyer all of the principal amount thereof converted into shares Buyer’s actual out-of-pocket costs and expenses (including reasonable attorneys’ fees of Common Stockoutside counsel) incurred in connection therewith.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Note may convert it into Class A Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on February 23, 2021. If the date of the Security's maturity (or, in the case of Securities Note is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), . A Note in respect of which a Holder has delivered a Purchase Notice or Fundamental Change Repurchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Note may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 11.8135 shares of Fleetwood Class A Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to the Indenture to have interest in lieu of Original Issue Discount and cash interest accrue on the Note following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above, no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a SecurityNote, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security Note to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee, if required and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Note if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on, or other distributions with respect to, the Class A Common Stock except as provided in the Indenture. On conversion of a Note, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to, but excluding, the Conversion Date and (except as provided below) that portion of accrued cash interest attributable to the period from the last Interest Payment Date (or, if no Interest Payment Date has occurred, from the Issue Date) to, but excluding, the Conversion Date (or, if the Company has exercised the option provided for in paragraph 10 hereof, that portion of accrued interest attributable to the period from the later of (x) the date of such exercise and (y) the most recent Interest Payment Date following the date of such exercise to, but excluding, the Conversion Date) with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) and/or cash, if any, in exchange for the Note being converted pursuant to the terms hereof; and such cash, if any, and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount and cash interest (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued to, but excluding, the Conversion Date, and the balance, if any, of such cash and/or the fair market value of such Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued in exchange for the Issue Price of the Note being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Notes made concurrently with or after acceleration of Notes following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 60 days at a price per share less than the portion Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Noteholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Note into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Common Stockthe Company or another person.

Conversion. Subject to and in compliance with The Securityholders shall have the provisions of the Indenture, the Holder of any Security has the right, exercisable right at any time prior to the close of business (New York time) on the date of the Security's maturity (oror after [________, in the case of Securities called for redemption, 2002] and prior to the close of business on the Business Day prior immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or pursuant to the corresponding Redemption Datea Tax Event, an Investment Company Event or a Capital Treatment Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof (or any portion thereof that is an integral multiple of $22) converting Holders, into shares of Fleetwood the Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the basis of one Security per $8.50 principal amount of Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the Depositor at an initial conversion price rate of $[___] per one share of Fleetwood Common StockStock per $8.50 principal amount of Debentures, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially adjustments set forth in the form attached hereto, terms of the Debentures (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionas so adjusted, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedConversion Ratio). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of Debentures shall be determined by dividing such principal amount by [ __ ] and multiplying the Security converted quotient so obtained by the conversion price in effect on Conversion Ratio. (b) In order to convert Trust Securities into Common Stock, the Holder must submit to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestAgent an irrevocable request to convert Trust Securities on behalf of such Holder (the Conversion Request), together, if the Trust Securities are in certificated form, with such Trust Security Certificates. The outstanding Conversion Request shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in Section 403(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 403(a) hereof. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of any Security Debentures for exchange in accordance with this Section 403. The Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Common Stock. (c) Accrued Distributions shall not be paid on Preferred Securities that are converted, nor shall any payment, allowance or adjustment be made for accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities, except that if any Preferred Security is converted (i) on or after a record date for payment of Distributions thereon and prior to the related Distribution Date, the amount of the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be paid by the converting Holder to the Trust and the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be distributed to the Holder on such record date, despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property Trustee mails a notice of redemption with respect to the Preferred Securities that are to be converted, accrued and unpaid Distributions through the Redemption Date of the Debentures shall be distributed to the Holder who converts such Preferred Securities, which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above, neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of Common Stock issued upon such conversion. The Depositor shall make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are held of record on the record date for any such distributions and except as provided in Section 4.9 of the Indenture. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Conversion Request relating to such Trust Securities is received by the Trust in accordance with the foregoing provisions of this Section 403 (the Conversion Date). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 403(e) hereof, unless otherwise directed by the Holder in the Conversion Request, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (the Conversion Agent) for the purpose of effecting the conversion of Trust Securities in accordance with this Section 403. In effecting the conversion and transactions described in this Section 403, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 403, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 403 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the common Stock on the Conversion Date) by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted. (f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Debentures then outstanding. Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon conversion of Debentures, shares of Common Stock reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the Depositor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or deliver shall be made unless and until the person requesting such issue has paid to the Trust the amount of any such tax or has established to the satisfaction of the Trust that has been paid. (h) Nothing in the preceding Section 403 shall limit the requirements of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount on account of such withholdings.

Conversion. Subject to and in upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)its option, to convert the each $1,000 principal amount thereof of this Note into ADSs at an initial Conversion Rate of 25.7213 ADSs per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. The conversion right shall be suspended during any Closed Period, as described in the Indenture. If and only to the extent a Holder elects to convert its Notes in connection with a transaction that constitutes a Change of Control pursuant to which 10% or more of the consideration for Ordinary Shares and/or ADSs (other than cash payments for fractional Ordinary Shares and cash payments made in respect of dissenters’ appraisal rights) in such Change of Control transaction consists of cash or securities (or any portion thereof other property) that is an integral multiple of $22) into are not Ordinary Shares, shares of Fleetwood Common Stock at the initial conversion price common stock, depositary receipts or other certificates representing common equity interests traded or scheduled to be traded immediately following such Change of $[___] per share of Fleetwood Common StockControl transaction on a U.S. national securities exchange, subject to adjustment under certain circumstanceslimitations, the Conversion Rate applicable to such converting Notes shall be increased by an additional number of ADSs in accordance with the Indenture. To convert a Security, If this Note (or portion hereof) is surrendered for conversion by a Holder must (1) complete and sign a conversion notice substantially in during the form attached heretoperiod subsequent to 5:00 p.m., (2) surrender the Security to a Conversion AgentNew York City time, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay on any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business 9:00 a.m., New York City time, on the next corresponding Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not it must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable that has accrued and will be paid on the principal amount being converted (whether or not the converting Holder was the Holder of record on the relevant Regular Record Date); provided, however, that no such payment need be made: (a) if the Company has specified a Fundamental Change Purchase Date that falls on or after a Regular Record Date and on or prior to the corresponding Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (b) if the Company has specified a Redemption Date or a Tax Redemption Date that is after a Regular Record Date and on or prior to the portion so convertedcorresponding Interest Payment Date and the Conversion Date for such Note occurs between such Regular Record Date and Interest Payment Date; (c) if this Note has been surrendered for conversion following the Regular Record Date immediately preceding the Maturity Date; or (d) to the extent of overdue interest, if any, which exists at the time of the Conversion with respect to this Note. The number Accrued and unpaid interest (except Cap Additional Interest, if any), if any, to the Conversion Date is deemed to be paid in full by the ADSs, together with any cash payment of shares such Holder’s fractional Ordinary Shares and any Additional Amounts thereon, delivered upon conversion rather than cancelled, extinguished or forfeited. No fractional ADSs will be issued upon any conversion of Notes, but an adjustment and payment in cash will be made, as provided in the Indenture, in respect of any fraction of an ADS which would otherwise be issuable upon conversion the surrender of any Note or Notes for conversion. A Note in respect of which a Security Holder is determined by dividing exercising its right to require purchase may be converted only if such Holder validly withdraws its election to exercise such right to require purchase in accordance with the principal amount terms of the Security converted by Indenture. Delivery of the conversion price ADSs will occur as promptly as practicable following the Conversion Date, but in effect no event later than 45 days or 10 days (in the case of any Conversion Date occurring on or after the last Record Date before the Redemption Date or the Maturity Date, as applicable) after the Conversion Date. No fractional shares It is expected that any newly issued ADSs will be issued upon conversion but a cash adjustment will accepted into the book-entry system maintained by DTC, and no person receiving ADSs shall receive or be made for any fractional interest. The outstanding principal amount entitled to receive physical delivery of any Security shall be reduced by ADSs, except in the portion of limited circumstances set forth in the principal amount thereof converted into shares of Common StockDeposit Agreement.

Conversion. Subject to and in upon compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)its option, to convert the each $1,000 principal amount thereof of this Note based on an initial Conversion Rate of 82.5593 shares of Common Stock per $1,000 principal amount of Notes, as the same may be adjusted pursuant to the terms of the Indenture. As specified in the Indenture, upon conversion, the Company will deliver cash and, if applicable, Common Stock equal to the sum of the Daily Settlement Amounts for each of the 20 Settlement Period Trading Days during the applicable Conversion Period. If and only to the extent Holders elect to convert the Notes in connection with a Non-Stock Change of Control, the Company will increase the Conversion Rate applicable to such converting Notes in accordance with the Indenture. If this Note (or any portion thereof that hereof) is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security surrendered for conversion after the close of business 5:00 p.m., New York City time, on the Regular Record Date for the payment of an installment of interest and Interest Payment Date but prior to the opening of business on the next corresponding Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not it shall be accompanied by payment payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount being converted; provided that no such payment need be made (i) with respect to conversions after 5:00 p.m., New York City time, on the Regular Record Date immediately preceding the Maturity Date; (ii) with respect to conversions in connection with a Fundamental Change if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; and (iii) with respect to any Defaulted Interest, if Defaulted Interest exists at the time of conversion with respect to such Notes. Accrued and unpaid interest, if any, to the Security converted Conversion Date is deemed to be paid in full by the conversion price in effect on the Conversion DateSettlement Amount delivered or paid rather than cancelled, extinguished or forfeited. No fractional shares of Common Stock will be issued upon any conversion of Notes, but a an adjustment and payment in cash adjustment will be made for any fractional interest. The outstanding principal amount made, as provided in the Indenture, in respect of any Security shall fraction of a share of Common Stock that would otherwise be reduced by issuable upon the portion surrender of any Note or Notes for conversion. A Note in respect of which a Holder is exercising its right to require repurchase may be converted only if such Holder validly withdraws its election to exercise such right to require repurchase in accordance with the terms of the principal amount thereof converted into shares of Common StockIndenture.

Conversion. Subject (a) In respect of each Loan that initially bears interest at a Floating Rate, subject to no Event of Loss in relation to the relevant Aircraft or Default having occurred and in compliance with the provisions being continuing, GFC (acting on behalf of the Indenture, the Holder of any Security has the right, exercisable relevant Borrower) may at any time upon not less than ten (10) Business Days' prior written irrevocable notice (said notice being herein referred to as the "CONVERSION Notice") to the Facility Agent and Ex-Im Bank, request that on the Loan Payment Date referable to such Loan specified in such notice applicable to the relevant Loan (a "CONVERSION DATE"), the rate of interest applicable to such Loan shall be calculated by reference to a Fixed Rate. Each Borrower shall be entitled to exercise one Conversion in respect of each Loan borrowed by it and each such Conversion shall take place on the applicable Conversion Date. (b) Following receipt of a Conversion Notice from GFC (sent on behalf of the relevant Borrower) pursuant to Section 3.4(a), the Facility Agent shall on or prior to the close Conversion Date determine the Fixed Rate in accordance with Section 3.4(c) to be applicable to the relevant Loan as of business the Conversion Date and shall notify Ex-Im Bank, the Lender, such Borrower, and GFC of such Fixed Rate. (c) The Fixed Rate for a Loan the subject of a Conversion Notice shall be the rate agreed by the Facility Agent and GFC in accordance with the definition thereof. Upon determination of the Fixed Rate for any Loan, the Facility Agent shall advise Ex-Im Bank of the relevant Fixed Rate and shall recalculate the repayment schedule of such Loan on the basis of the applicable Fixed Rate for such Loan, and the Facility Agent shall submit such recalculated schedule to GFC and Ex-Im Bank for approval. (d) Subject to the satisfaction of the conditions precedent set forth in Section 7(b), not later than 10:00 a.m. (New York time) on the date of relevant Conversion Date, the Security's maturity Facility Agent shall deliver to Ex-Im Bank the relevant outstanding Floating Rate Note, and the relevant Borrower shall immediately (or, and in any event not later than 10:00 a.m. (New York time)) deliver or procure the case of Securities called for redemption, prior delivery to the close of business on Facility Agent of, as a replacement for such Floating Rate Note, an executed Fixed Rate Note. Each such Fixed Rate Note shall (i) be dated the Business Day prior to the corresponding Redemption relevant Conversion Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2ii) surrender the Security to be in a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an principal amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted relevant Loan outstanding on such Conversion Date, (iii) have a payment schedule providing for quarterly payments of principal on the remaining relevant Loan Payment Dates calculated on a "mortgage style" by application of an assumed interest rate equal to the applicable Fixed Rate resulting in increasing payments of principal during the remaining part of the relevant repayment period, (iv) be in substantially the form of Exhibit B-2 hereto, (v) be otherwise in conformity with this Agreement and (vi) designate the applicable Aircraft to which it relates. Provided that all the requirements of this Section 3.4 and of Section 3.05 of the Ex-Im Bank Guarantee have been satisfied, then on and after such Conversion Date the relevant Loan shall, for all purposes hereof, [Loan Agreement] bear interest at the applicable Fixed Rate and be calculated in the manner provided in Section 4.2. (e) Upon satisfaction of all relevant conditions precedent to a Conversion as specified in Section 7(b) and in Section 3.05 of the Ex-Im Bank Guarantee, receipt from the Facility Agent of the original Guarantee Legend on the relevant Floating Rate Note and cancellation by the conversion price in effect on Facility Agent of such Floating Rate Note, Ex-Im Bank shall endorse its Guarantee Legend upon the Conversion Date. No fractional shares will be Fixed Rate Note issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion relevant Borrower pursuant to this Section 3.4 in respect of such Conversion and deliver such Fixed Rate Note to the principal amount thereof converted into shares of Common StockFacility Agent.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security has the right, exercisable at any time prior to after one year following the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, Issuance Date and prior to the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)final maturity date of the Security, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221.00) into shares of Fleetwood Common Stock Ordinary Shares at the initial conversion price Conversion Price of $[___] 0.87 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as provided in the Indenture. Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredrequired by the Conversion Agent. Upon conversion, no payment or adjustment or payment will be made for accrued and unpaid interest on a converted Security or dividendsfor dividends or distributions on Ordinary Shares issued upon conversion of a Security, but except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date any record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Datesucceeding interest payment date, then, notwithstanding such conversion, the accrued and unpaid interest payable on such Interest Payment Date will Security on such interest payment date shall be paid on such interest payment date to the Trust (which will distribute such interest to person who was the holder of the applicable Trust Securities such Security at the close of business on such record date) or to such other person in whose name . In the Securities are registered at case of any Security surrendered for conversion after the close of business on a record date on or after January 1, 2005 for the payment of an installment of interest and prior to the opening of business on the next succeeding interest payment date, then, unless such Security is to be repurchased on a Change of Control Payment Date after such record date and prior to such interest payment date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of in an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion principal amount of such Security so converted. Holders of Ordinary Shares issued upon conversion will not be entitled to receive any dividends payable to holders of Ordinary Shares as of any record time before the close of business on the Conversion Date. The number of shares Ordinary Shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but the Company will issue an additional Ordinary Share in lieu of issuing the fractional share. A Security in respect of which a cash adjustment will holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security may be made for any fractional interestconverted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of any Security shall be reduced by the portion conversion of the principal amount Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Common Stockcontained in the Indenture.

Conversion. Subject of a Security may convert the principal amount of such Security (or any portion thereof equal to and $1,000 or any integral multiple of $1,000 in compliance with the provisions excess thereof) into shares of the Indenture, the Holder of any Security has the right, exercisable Common Stock at any time prior to the close of business (New York time) on June 15, 2011; PROVIDED, HOWEVER, that if the date of the Security's maturity (or, in the case of Securities Security is called for redemptionredemption or subject to purchase upon a Change in Control, prior to the conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date), to convert as the principal amount thereof case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). The initial conversion price of Conversion Price is $[___] 9.96 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion but notice set forth below and deliver such notice to a cash Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of such Security then being converted, and such interest shall be payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. Except as otherwise provided in this paragraph, no payment or adjustment will be made for any fractional interestaccrued interest on a converted Security. The outstanding principal amount If the Company defaults in the payment of any Security interest payable on such interest payment date, the Company shall be reduced by the promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject The Lenders set forth on the Register (immediately prior to and in compliance with giving effect to this Amendment) are the provisions lenders of record of the Indentureportion of the Term B Loan set forth on the Register opposite such Lender’s name (each such Lender, a “Converting Lender”. Each such Converting Lender represents and warrants that it holds such portion of the Term B Loan and has not assigned or participated such portion of the Term B Loan to any other Person. The Company, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) Administrative Agent and each Converting Lender hereby agree that on the date of the Security's maturity Fourth Amendment Effective Date (or, as defined in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22Amended Credit Agreement) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the Term B Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Existing Credit Agreement shall be converted (the “Conversion”) into a portion of the Term B-2 Loan (as defined in the Amended Credit Agreement) in an aggregate principal amount thereof converted into shares equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such Converting Lender’s name, as contemplated by and to be evidenced and governed by the Amended Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Amended Credit Agreement. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the Fourth Amendment Effective Date it will ▇▇▇▇ the Register to reflect the Term B Loan as no longer outstanding on the Fourth Amendment Effective Date and (b) each Converting Lender will have been deemed to become a party to the Amended Credit Agreement as a Term B- 2 Lender on the Fourth Amendment Effective Date in respect of Common Stockthe Term B-2 Loan in the amount set forth opposite such Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The Conversion will not affect the right of any Converting Lender to receive any accrued and unpaid interest with respect to the Term B Loan that is owed to such Converting Lender, all of which shall be paid by the Company on the Fourth Amendment Effective Date (but it is understood and agreed that the Term B Loan shall not bear any interest from and after the Conversion). Furthermore, each Converting Lender agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Term B Loan.

Conversion. Subject (a) Lender shall have the option to convert its respective outstanding Loan Amount and in compliance with accrued and unpaid interest (the provisions "Conversion Amount") pursuant to this Agreement, into such number of fully paid and non-assessable shares of the IndentureParent Guarantor's Preferred Stock, the Holder of any Security has the rightpar value $0.0001 per share (“IXI Stock”) as determined by dividing (A) Lender's Conversion Amount by (B) $34.50, exercisable at any time prior appropriately adjusted for stock dividends, stock splits and other recapitalizations subsequent to the close of business (New York time) on the date of the SecurityParent Guarantor's maturity (or, in the case of Securities called for redemption, most recent publicly available securities law filing prior to the close execution of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof this Agreement. (or any portion thereof that is an integral multiple of $22b) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will of Conversion Stock shall be issued upon conversion but an Optional Conversion. If, upon an Optional Conversion, a fraction of a share would otherwise result, then in lieu of such fractional share the Parent Guarantor will pay the cash adjustment value of that fractional share. (c) An Optional Conversion shall be effectuated by Lender by furnishing the Parent Guarantor at any time, a notice indicating Lender’s Conversion Amount and otherwise evidencing Lender's intention to convert its respective Conversion Amount (the “Conversion Notice”). (d) The date on which the Conversion Participant delivers the Conversion Notice, duly executed, to the Parent Guarantor shall be deemed to be the date of Optional Conversion (the “Optional Conversion Date”) for the purposes of determining the Conversion Amount. Facsimile delivery of the Conversion Notice shall be accepted by the Parent Guarantor. Certificates representing the shares of Conversion Stock issuable upon an Optional Conversion, containing the restrictive legend then in effect, will be made for any fractional interestdelivered to the Conversion Participant as soon as practicable after the Optional Conversion Date. (e) Any Conversion Amount converted into Conversion Stock will be deemed fully paid and all Obligations relating thereto will be deemed fully satisfied. The outstanding principal amount Upon issuance of any Security the conversion stock, such shares shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockduly and validly issued."

Conversion. Subject to and in compliance with At any time after 90 days following the provisions latest date of original issuance of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, Notes and prior to the close of business on the Business Day prior to the corresponding Redemption Date)business day immediately preceding April 15, to 2006, a Holder of a Note may convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) such Note into shares of Fleetwood Common Stock of the Company; provided, however, that if the Note is called for redemption, the conversion right will terminate at the close of business on the Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price of is $[___] 38.03 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as described in the Indenture (the "Conversion Price"). The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; provided, however, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion price in effect on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the notice of Common Stockexercise is withdrawn as provided above and in accordance with the terms of the Indenture.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on the date of the Security's maturity (orFebruary 9, in the case of Securities 2018; PROVIDED, HOWEVER, that if a Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the corresponding Redemption Date), Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 6.245 shares of Fleetwood Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If the Holder surrenders a converts more than one Security for conversion after at the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionsame time, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to until the close of business on the Business Day prior to the corresponding Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 12.2182 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 14.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date), or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the principal amount thereof (Principal Amount of such portion is $1,000 or any portion thereof that is an integral multiple of $221,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) into attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Fleetwood Common Stock at (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the initial conversion extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of $[___] per share of Fleetwood the Common Stock, subject Stock on the Trading Day immediately prior to adjustment under certain circumstancesthe Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject (a) A Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to and $1,000 or any integral multiple of $1,000 in compliance with excess thereof) into shares of Common Stock upon the provisions occurrence of the conditions set forth in Article 4 of the Indenture; provided, however, that if the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities is called for redemption, prior to the conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, to convert in which case the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). (b) The initial conversion price of Conversion Price is $[___] 65.9288 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Sale Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. (c) To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. (d) A Security in respect of which a Holder had delivered a Change in Control Purchase Notice or Repurchase Election Notice, exercising the principal amount thereof option of such Holder to require the Company to purchase or repurchase such Security may be converted into shares only if the Change in Control Purchase Notice or Repurchase Election Notice is withdrawn in accordance with the terms of Common Stockthe Indenture and in the case of the Repurchase Election Notice, the Securities are otherwise convertible in accordance herewith and the terms of the Indenture.

Conversion. Subject to and in compliance with The Securityholders shall have the provisions of the Indenture, the Holder of any Security has the right, exercisable right at any time prior to the close of business (New York time) on or after 60 days after the date of the Security's maturity (or, in the case of Securities called for redemption, hereof and prior to the close of business on the Business Day prior immediately preceding the date of repayment of such Trust Securities, whether at maturity or upon redemption (either at the option of the Depositor or pursuant to the corresponding Redemption Datea Tax Event, an Investment Company Event or a Capital Treatment Event), at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the principal amount thereof (or any portion thereof that is an integral multiple of $22) converting Holders, into shares of Fleetwood Common Stock in the manner described herein on and subject to the following terms and conditions: (a) The Trust Securities shall be convertible at the office of the Conversion Agent into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures theretofore held by the Trust on the basis of one Trust Security per $___ principal amount of Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock of the Depositor at an initial conversion rate of one share of Common Stock per $____ principal amount of Debentures (which is equivalent to an initial conversion price of $[___] _______ per share of Fleetwood Common Stock), subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially adjustments set forth in the form attached hereto, terms of the Debentures (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionas so adjusted, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted"Conversion Ratio"). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of Debentures shall be determined by dividing such principal amount by ____ and multiplying the Security converted quotient so obtained by the conversion price in effect on Conversion Ratio. (b) In order to convert Trust Securities into Common Stock, the Holder must submit to the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interestAgent an irrevocable request to convert Trust Securities on behalf of such Holder (the "Conversion Request"), together, if the Trust Securities are in certificated form, with such Trust Security Certificates. The outstanding Conversion Request shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a portion of the Debentures held by the Trust (at the rate of exchange specified in Section 403(a) hereof), and (B) to immediately convert such Debentures on behalf of such Holder into Common Stock (at the Conversion Ratio specified in Section 403(a) hereof. The Conversion Agent shall notify the Trust of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Trust and the Property Trustee on behalf of the Trust shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of any Security Debentures for exchange in accordance with this Section 403. The Conversion Agent shall be reduced by thereupon notify the portion Depositor of the principal amount thereof converted Holder's election to convert such Debentures into shares of Common Stock. (c) Accrued Distributions shall not be paid on Preferred Securities that are converted, nor shall any payment, allowance or adjustment be made for accumulated and unpaid Distributions, whether or not in arrears, on converted Preferred Securities, except that if any Preferred Security is converted (i) on or after a record date for payment of Distributions thereon and prior to the related Distribution Date, the amount of the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be paid by the converting Holder to the Trust and the Distributions payable on the related Distribution Date with respect to such Preferred Security shall be distributed to the Holder on such record date, despite such conversion, and (ii) during an Extended Interest Payment Period and after the Property Trustee mails a notice of redemption with respect to the Preferred Securities that are to be converted, accrued and unpaid Distributions through the Redemption Date of the Debentures shall be distributed to the Holder who converts such Preferred Securities, which Distribution shall be made on the Redemption Date fixed for redemption. Except as provided above, neither the Trust nor the Depositor shall make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions accrued on the Trust Securities (including any Additional Amount) surrendered for conversion, or on account of any accumulated and unpaid dividends, if any, on the shares of Common Stock issued upon such conversion. The Depositor shall make no payment or allowance for distributions on the shares of Common Stock issued upon such conversion, except to the extent that such shares of Common Stock are held of record on the record date for any such distributions and except as provided in Section 4.9 of the Indenture. Trust Securities shall be deemed to have been converted immediately prior to the close of business on the day on which a Conversion Request relating to such Trust Securities is received by the Trust in accordance with the foregoing provisions of this Section 403 (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock at such time. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same as provided in Section 403(e) hereof, unless otherwise directed by the Holder in the Conversion Request, and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (d) Each Holder of a Trust Security by his acceptance thereof appoints the Property Trustee as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section 403. In effecting the conversion and transactions described in this Section 403, the Conversion Agent shall be acting as agent of the Securityholders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 403, and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section 403 and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the last reported sale price of the common Stock on the Conversion Date) by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted. (f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Debentures then outstanding. Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon conversion of Debentures, shares of Common Stock reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes. Each of the Depositor and the Trust shall prepare and shall use its best efforts to obtain and keep in force such governmental or regulatory permits or other authorizations as may be required by law, and shall comply with all applicable requirements as to registration or qualification of the Common Stock (and all requirements to list the Common Stock issuable upon conversion of Debentures that are at the time applicable), in order to enable the Depositor to lawfully issue Common Stock to the Trust upon conversion of the Debentures and the Trust to lawfully deliver the Common Stock to each Holder upon conversion of the Trust Securities. (g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock on conversion of Debentures and the delivery of the shares of Common Stock by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the Trust Securities so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Trust the amount of any such tax or has established to the satisfaction of the Trust that such tax has been paid. (h) Nothing in the preceding Section 403 shall limit the requirements of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount on account of such withholdings. (i) The protections of this Trust Agreement, including Sections 801, 803 and 806, shall apply to the Property Trustee also in its capacity as Conversion Agent.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business after April 4, 1997 and on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Securities, whether at maturity or upon redemption (either at the Security's maturity (or, in option of the case of Securities called for redemption, prior Company or pursuant to the close of business on the Business Day prior to the corresponding Redemption Datea Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2225) into fully paid and nonassessable shares of Fleetwood Common Stock of the Company at the an initial conversion rate of 1.1737 shares of Common Stock for each $25 in aggregate principal amount of Securities (equal to a conversion price of $[___] 21.30 per share of Fleetwood Common Stock), subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock. To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder shall be required to pay to the Company the interest payment on the subsequent Interest Payment Date and, will be entitled to receive the interest payable on the subsequent Interest Payment Date, on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Notwithstanding the foregoing, if, during an Extension Period, a notice of redemption is mailed pursuant to Section 11.06 of the Indenture and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if any) through the date of conversion shall be paid to the holder of such Security on the Redemption Date. Except as otherwise provided in the immediately preceding two sentences, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 3.07 of the Indenture and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security Note has the right, exercisable at any time after 90 days following the Issuance Date and prior to the close of business (New York time) on the date of the SecurityNote's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221,000) into shares of Fleetwood Common Stock at the initial conversion price Conversion Price of $[___] 25.00 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption (unless the Company shall default in making the redemption payment when it becomes due, in which case the conversion right shall terminate on the date such default is cured). To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no No payment or other adjustment or payment will be made for accrued interest or dividends, but if dividends on any Holder surrenders a Security for Common Stock issued upon conversion of the Notes. If any Notes are converted during any period after the close of business on the Regular any Record Date for the payment of an installment of interest and prior to but before the opening of business next Interest Payment Date, interest for such notes will be paid on the next Interest Payment Date, then, notwithstanding such conversion, to the interest payable on Holders of such Notes. Any Notes that are, however, delivered to the Company for conversion after any Record Date but before the next Interest Payment Date will be paid to must, except as described in the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record datenext sentence, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by a payment of an amount equal to the interest payable on such Interest Payment Date on the portion so principal amount of Notes being converted. The number payment to the Company described in the preceding sentence shall not be required if, during that period between a Record Date and the next Interest Payment Date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price redemption stated in effect on the Conversion Datesuch notice. No fractional shares will be issued upon conversion conversion, but a cash adjustment will be made for any fractional interestshares. A Note in respect of which a Holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such Holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of any Security shall be reduced by the portion conversion of the principal amount Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof converted into shares of Common Stockcontained in the Indenture.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Note may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on the date of the Security's maturity (orMarch 1, in the case of Securities 2007; provided, however, that if a Note is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple . The number of $22) into shares of Fleetwood Common Stock at to be delivered upon conversion of a Note into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Note in respect of which a Holder has delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion price Conversion Rate is 60.5694 shares of Common Stock per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. Notes surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Notes to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the Holder on such Regular Record Date is to receive. Except where Notes surrendered for conversion must be accompanied by payment as described above and without prejudice to the Company's obligation (if applicable) to make, on a Redemption Date, the payment described in the last paragraph under certain circumstances"Optional Redemption Before March 4, 2005" in paragraph 5 above (including that portion of such payment constituting accrued and unpaid interest), no interest on converted Notes will be payable by the Company on any Interest Payment Date subsequent to the Conversion Date. To convert a SecurityNote, a Holder must (1i) complete and manually sign the conversion notice on the back of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 1002 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in pursuant to the form attached heretoDepositary's book-entry conversion program, (2ii) surrender the Security Note to a Conversion AgentAgent by physical or book-entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book-entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee, (iv) make any payment required pursuant to the immediately preceding paragraph and (4v) pay any transfer or similar tax, if required. Upon Book-entry delivery of a Note to the Conversion Agent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book-entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Note if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Except that portion of the payment (if applicable) described in the last paragraph under "Optional Redemption Before March 4, 2005" in paragraph 5 above, no Holder of Notes will be entitled, upon conversion of any Note, to any actual cash payment or adjustment to the shares of Common Stock into which such Note is convertible on account of accrued and unpaid interest or on account of dividends on shares of Common Stock issued in connection with the conversion. On conversion of a Note, that portion of accrued and unpaid interest attributable to the period from (x) the later of the Issue Date and the date on which interest was last paid to (y) the Conversion Date with respect to the converted Note shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock in exchange for the Note being converted pursuant to the terms hereof, and the Fair Market Value of such Common Stock shall be treated as issued, to the extent thereof, first in exchange for the interest accrued through the Conversion Date, and the balance, if any, of such Fair Market Value of such shares of Common Stock shall be treated as issued in exchange for the Principal Amount of the Note being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock of the Company, (ii) subdivisions, combinations or certain reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock or securities convertible into Common Stock for a period expiring within 60 days after the applicable record date for such distribution at a price per share less than the Sale Price at the Time of Determination, (iv) distributions to all holders of Common Stock of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding distributions to which any of the preceding three clauses apply and certain cash dividends or other cash distributions), (v) cash distributions to substantially all holders of Common Stock that, together with all other all-cash distributions and consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of the distribution, and (vi) repurchases (including by way of a tender offer) of Common Stock which involve an aggregate consideration that, together with (a) any cash and other consideration payable in respect of any tender or exchange offer by the Company or one of its Subsidiaries for Common Stock concluded within the preceding twelve months and (b) the amount of any all-cash distributions to all holders of Common Stock made within the preceding twelve months, exceeds 12.5% of the Company's aggregate Market Capitalization on the date of such repurchase. However, no adjustment or payment will need be made for interest if Holders may participate in the transaction or dividendsin certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, but merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another Person, or in certain other circumstances described in the Indenture, the right to convert a Note into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets that the Holder would have received if any the Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and had converted such Holder's Notes immediately prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stocktransaction.

Conversion. Subject to and in compliance with During the provisions 30-day period commencing on the 90th day ---------- after the issuance of a share of 9% Convertible Preferred Stock (the "Conversion Period"), such share of 9% Convertible Preferred Stock shall be convertible at the option of the Indentureholder of record thereof into a number of shares of Common Stock equal to the Conversion Ratio (as hereinafter defined); provided, that no fractional share of Common Stock shall be issued, but in lieu thereof one share of Common Stock shall be issued. The Conversion Period shall be extended until the Holder fifth day after the expiration or termination of any Security has waiting period under the right▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, exercisable at as amended, which is applicable to such conversion, so long as any time prior filing which is required to be made by the holder under such Act is made on or before the commencement of the Conversion Period. Conversion of such share of 9% Convertible Preferred Stock shall be effected by surrender of such holder's certificate representing such share of 9% Convertible Preferred Stock accompanied by a written notice from such holder addressed to the close of business (New York time) on Corporation requesting the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredconversion. Upon conversion, no adjustment or payment holders of converted shares of 9% Convertible Preferred Stock will be made for interest or dividends, but if any Holder surrenders a Security for conversion after issued certificates representing the close shares of business on Common Stock to which they are entitled. The "Conversion Ratio" at the Regular Record Date for effective date of the payment original Certificate of an installment of interest and prior Designation with respect to the opening shares of business on the next Interest Payment Date9% Convertible Preferred Stock shall equal one (1.0). Thereafter, thenupon any stock split, notwithstanding such conversionstock dividend, subdivision or combination of shares of Common Stock (an "Adjustment Event"), the interest payable on Conversion Ratio shall be adjusted such Interest Payment Date will be paid to that immediately upon the Trust (which will distribute occurrence of such interest to Adjustment Event the holder of a share of 9% Convertible Preferred Stock shall be entitled to convert (assuming, if the applicable Trust Securities at Conversion Period is not then in effect, that the close Conversion Period was then in effect) such share of business on such record date) or to such other person in whose name 9% Convertible Preferred Stock into the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount Common Stock which such holder would have been entitled to receive if such holder had converted such share of 9% Convertible Preferred Stock into Common Stock immediately prior to such Adjustment Event. Any adjustment of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Ratio shall be reduced by the portion effective as of the principal amount thereof converted into shares of Common Stockrecord date for the Adjustment Event giving rise to the adjustment.

Conversion. Subject to the terms and in compliance with the provisions conditions of the Indenture, the Holder of any Security has the right, exercisable at any time prior or times after the Issue Date, a Holder of a Security may convert the Principal Amount of such Security (or any portion thereof) into shares of the Company’s common stock at the Conversion Price. The Conversion Price in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such H▇▇▇▇▇’s Securities so long as the Securities converted are an integral multiple of $1,000 Principal Amount. Holders converting any Securities or portions thereof shall be entitled to receive any accrued and unpaid interest on the Principal Amount being converted as of the Conversion Date to the close of business (New York time) on the date of the Security's maturity (or, extent provided for in the case of Securities called for redemption, prior to Indenture. If the Conversion Date occurs between the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next immediately following Interest Payment Date, thenthe Company shall pay to the applicable Holder in cash, notwithstanding on such conversionInterest Payment Date, an amount equal to the accrued and unpaid interest payable through the Conversion Date on the Principal Amount of Securities such Holder is converting; provided, however, if the Company pays such Holder on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest otherwise payable on to such Holder as if such Holder had not converted any Security or portion thereof prior to such Interest Payment Date, such Holder shall promptly pay to the Company an amount equal to the difference between (1) such interest payment received and (2) the amount of accrued and unpaid interest through the Conversion Date for the Principal Amount converted by such Holder. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the portion so converted. The number rules and procedures of the Depositary.] [INCLUDE IF SECURITY IS A RESTRICTED SECURITY — Subject to certain limitations in the Indenture, at any time when the Company is not subject to Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the request of a Holder or any beneficial owner of a Restricted Security or holder or beneficial owner of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be Common Stock issued upon conversion but a cash adjustment thereof, the Company will promptly furnish or cause to be made for furnished Rule 144A Information (as defined below) and any fractional interest. The outstanding principal amount reports required to be filed by them under the Exchange Act or Securities Act (as defined below) to such Holder or any beneficial owner of any Security shall be reduced by the portion Restricted Securities, or holder or beneficial owner of the principal amount thereof converted into shares of Common Stock.Stock issued upon conversion thereof, or to a prospective purchaser of any such

Conversion. Subject to and this Security may convert the Security into shares of Common Stock, so long as the conditions described in compliance with the provisions Section 1402 of the IndentureIndenture are met, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to until the close of business on the Business Day prior to the corresponding Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice or Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 4.7872 shares of Common Stock per $1,000 Principal Amount at Maturity, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. If the Company exercises its option pursuant to Section 1701 of the Indenture to have interest in lieu of Original Issue Discount accrue on this Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (unless such Securities or portions thereof have been called for redemption on a Redemption Date within such period) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date). Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of this Security if the principal amount thereof (Principal Amount at Maturity of such portion is $1,000 or any portion thereof that is an integral multiple of $221,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of this Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) into attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the Option Exercise Date and (y) the date on which interest was last paid or duly provided for) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Fleetwood Common Stock at (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the initial conversion extent thereof, first in exchange for Original Issue Discount (and unpaid interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price (or Restated Principal Amount, if the Company has exercised its option provided for in "Tax Event") of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of $[___] per share of Fleetwood the Common Stock, subject Stock on the Trading Day immediately prior to adjustment under certain circumstancesthe Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions terms of the Indenture, the Holder Holders may surrender Securities for conversion into shares of any Security has the right, exercisable Common Stock at any time on or prior to July 1, 2023 at the close of business (New York time) on conversion price then in effect. The conversion right with respect to the date Security or the portion of the Security's maturity (or, in the case of Securities called for redemption, prior to Security being redeemed will expire at the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof date that is an integral multiple of $22) into shares of Fleetwood Common Stock at two Trading Days immediately preceding such redemption date unless the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially Company defaults in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding making payments due upon such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record redemption date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the conversion price in effect on the Conversion Dateconversion date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of interest to the Holder of a Security at the close of business on a record date pursuant to paragraph 2 hereof) or for dividends or distributions on the Common Stock will be made. The Company will deliver a check for the current market value of such fractional shares will rounded down to the nearest cent based on the current market price of the Common Stock. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be issued upon conversion but a cash adjustment will be made for any fractional interestconverted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares initial conversion price is $61.50 per share of Common Stock, subject to adjustment in certain events described in the Indenture. No adjustment in the conversion price will be required unless such adjustment would require a change of at least 1% in the conversion price then in effect; PROVIDED that any adjustment that would otherwise be required to be made shall be earned forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the conversion price for a period of at least 20 days. To convert a Security, a Holder must (1) complete and sign the conversion notice on the reverse of the Security, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Common Stock in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security if the portion is $1,000 or an integral multiple of $1,000. If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Common Stock, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject (a) In respect of each Loan that initially bears interest at a Floating Rate, subject to no Event of Loss in relation to the relevant Aircraft or Default having occurred and in compliance with the provisions being continuing, GFC (acting on behalf of the Indenture, the Holder of any Security has the right, exercisable relevant Borrower) may at any time upon not less than ten (10) Business Days' prior written irrevocable notice (said notice being herein referred to as the "CONVERSION Notice") to the Facility Agent and Ex-Im Bank, request that on the Loan Payment Date referable to such Loan specified in such notice applicable to the relevant Loan (a "CONVERSION DATE"), the rate of interest applicable to such Loan shall be calculated by reference to a Fixed Rate. Each Borrower shall be entitled to exercise one Conversion in respect of each Loan borrowed by it and each such Conversion shall take place on the applicable Conversion Date. (b) Following receipt of a Conversion Notice from GFC (sent on behalf of the relevant Borrower) pursuant to Section 3.4(a), the Facility Agent shall on or prior to the close Conversion Date determine the Fixed Rate in accordance with Section 3.4(c) to be applicable to the relevant Loan as of business the Conversion Date and shall notify Ex-Im Bank, the Lender, such Borrower, and GFC of such Fixed Rate. (c) The Fixed Rate for a Loan the subject of a Conversion Notice shall be the rate agreed by the Facility Agent and GFC in accordance with the definition thereof. Upon determination of the Fixed Rate for any Loan, the Facility Agent shall advise Ex-Im Bank of the relevant Fixed Rate and shall recalculate the repayment schedule of such Loan on the basis of the applicable Fixed Rate for such Loan, and the Facility Agent shall submit such recalculated schedule to GFC and Ex-Im Bank for approval. (d) Subject to the satisfaction of the conditions precedent set forth in Section 7(b), not later than 10:00 a.m. (New York time) on the date of relevant Conversion Date, the Security's maturity Facility Agent shall deliver to Ex-Im Bank the relevant outstanding Floating Rate Note, and the relevant Borrower shall immediately (or, and in any event not later than 10:00 a.m. (New York time)) deliver or procure the case of Securities called for redemption, prior delivery to the close of business on Facility Agent of, as a replacement for such Floating Rate Note, an executed Fixed Rate Note. Each such Fixed Rate Note shall (i) be dated the Business Day prior to the corresponding Redemption relevant Conversion Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2ii) surrender the Security to be in a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an principal amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted relevant Loan outstanding on such Conversion Date, (iii) have a payment schedule providing for quarterly payments of principal on the remaining relevant Loan Payment Dates calculated on a "mortgage style" by application of an assumed interest rate equal to the applicable Fixed Rate resulting in increasing payments of principal during the remaining part of the relevant repayment period, (iv) be in substantially the form of Exhibit B-2 hereto, (v) be otherwise in conformity with this Agreement and (vi) designate the applicable Aircraft to which it relates. Provided that all the requirements of this Section 3.4 and of Section 3.05 of the Ex-Im Bank Guarantee have been satisfied, then on and after such Conversion Date the relevant Loan shall, for all purposes hereof, 7 <PAGE> [Loan Agreement] bear interest at the applicable Fixed Rate and be calculated in the manner provided in Section 4.2. (e) Upon satisfaction of all relevant conditions precedent to a Conversion as specified in Section 7(b) and in Section 3.05 of the Ex-Im Bank Guarantee, receipt from the Facility Agent of the original Guarantee Legend on the relevant Floating Rate Note and cancellation by the conversion price in effect on Facility Agent of such Floating Rate Note, Ex-Im Bank shall endorse its Guarantee Legend upon the Conversion Date. No fractional shares will be Fixed Rate Note issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion relevant Borrower pursuant to this Section 3.4 in respect of such Conversion and deliver such Fixed Rate Note to the principal amount thereof converted into shares of Common StockFacility Agent.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on the date of the Security's maturity (orJanuary [ ], in the case of Securities 20[ ]; PROVIDED, HOWEVER, that if a Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the corresponding Redemption Date), Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is [ ] shares of Fleetwood Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If the Holder surrenders a converts more than one Security for conversion after at the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionsame time, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. -------------------------- TM Trademark of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security has the right, exercisable at any time prior is called for redemption pursuant to the close of business (New York time) on the date Article III of the Security's maturity (orIndenture or upon a Change in Control, in the case of Securities called for redemption, prior to conversion right will terminate at the close of business on the Business Day prior immediately preceding the redemption date 2 These paragraphs to be included only if the corresponding Redemption Security is a Transfer Restricted Security. or the Change in Control Repurchase Date), to convert as the principal amount thereof case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the initial conversion price close of business on the date such default is cured and such Security is redeemed or purchased). A Security in respect of which a Holder has delivered a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The Conversion Price is $[___] 19.67 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the closing price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or upon a Change in Control on a Redemption Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Common Stockthe Indenture.” 4. Paragraph 16 of the form of the reverse side of the Security is amended and restated in its entirety as follows:

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on May 8, 2021. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it only until the close of business on the Business Day prior to second business day immediately preceding the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 13.5285 shares of Fleetwood Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under upon occurrence of certain circumstancesevents described in the Indenture. The Company will deliver cash in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business on such Interest Payment Date (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. Securities surrendered for conversion during the period from the close of business on any date on which contingent interest accrues to the opening of business on the date on which such contingent interest is payable (except Securities with respect to which the Company has mailed a notice of redemption) must be accompanied by payment of an amount equal to the contingent interest with respect thereto that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no contingent interest on converted Securities will accrue after the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations, (or interest if the Company has exercised its option provided for in paragraph 11 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 11 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date and (except as provided below) accrued contingent interest with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for original issue discount, as computed for United States federal income tax purposes pursuant to Section 1.1275-4(b) of the Treasury Regulations, (or interest, if the Company has exercised its option provided for in paragraph 11 hereof) accrued through the Conversion Date and accrued contingent interest, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or Debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. In the event that the Company declares a dividend or distribution described in Section 11.07 of the Indenture, or a dividend or a distribution described in Section 11.08 of the Indenture where the fair market value of such dividend or distribution per share of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock on the day preceding the date of declaration for such dividend or distribution, the Company shall give notice to the Holders, which shall not be less than 20 days prior to the Ex-Dividend Date for such dividend or distribution. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into the kind and amount of securities, cash or other assets of the Company or another person which the Holder would have received if the Holder had converted its Securities immediately prior to the transaction.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to after 90 days following the close of business (New York time) on the date latest Issue Date of the Security's maturity (or, in the case of Securities called for redemption, prior to and before the close of business on February 9, 2018. If this Security is called for redemption, the Business Holder may convert it at any time before the close of the last Trading Day prior to the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a notice of exercise of the option to convert require the principal amount thereof (Company to purchase such Security or any portion thereof that to redeem such Security in the event of a Fundamental Change may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 9.465 shares of Fleetwood Class A Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver Cash or a check in lieu of any fractional share of Class A Common Stock. To convert a Security, this Security a Holder must (1) complete and manually sign the conversion notice on the back of this Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in the form attached heretoto a Conversion Agent, (2) surrender the this Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment A Holder may convert a portion of this Security if the Principal Amount of such portion is $1,000 or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close an integral multiple of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Class A Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any this Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted portion of this Security shall not be reduced by canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the portion of this Security being converted pursuant to the principal amount thereof converted into shares terms hereof. The Conversion Rate will be adjusted under formulae as set forth in the Indenture in certain events, including: (i) the issuance of Class A Common Stock of the Company as a dividend or distribution on the Class A Common Stock; (ii) subdivisions and combinations of the Class A Common Stock; (iii) the issuance to all holders of Class A Common Stock of certain rights or warrants entitling them to subscribe for or purchase Class A Common Stock at less than the Current Market Price (as defined in the Indenture); (iv) the distribution to all holders of Class A Common Stock of capital stock (other than Class A Common Stock) or evidences of indebtedness of the Company or of assets (other than cash distributions) or rights or warrants to subscribe for or purchase any of its securities (excluding rights or warrants to purchase Class A Common Stock referred to in clause (iii) above); (v) distributions consisting of Cash, excluding any quarterly Cash dividend on the Class A Common Stock to the extent that the aggregate Cash dividend per share of Class A Common Stock in any quarter does not exceed the greater of (x) the amount per share of Class A Common Stock of the next preceding quarterly dividend on the Class A Common Stock to the extent that such preceding quarterly dividend did not require an adjustment of the Conversion Rate pursuant to this clause (v) (as adjusted to reflect subdivisions or combinations of the Class A Common Stock), and (y) 3.75 percent of the average of the last reported sales price of the Class A Common Stock during the ten Trading Days immediately prior to the date of declaration of such dividend, and excluding any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company; (vi) payment in respect of a tender or exchange offer by the Company or any Subsidiary of the Company for the Class A Common Stock to the extent that the cash and value of any other consideration included in such payment per share of Class A Common Stock exceeds the Current Market Price per share of Class A Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange; and (vii) payment in respect of a tender offer or exchange offer by a Person other than the Company or any Subsidiary of the Company in which, as of the closing date of the offer, the Board of Directors is not recommending rejection of the offer. If any adjustment is required to be made as set forth in clause (v) above as a result of a distribution that is a quarterly dividend, such adjustment would be based upon the amount by which such distribution exceeds the amount of the quarterly Cash dividend permitted to be excluded pursuant to such clause (v). If an adjustment is required to be made as set forth in clause (v) above as a result of a distribution that is not a quarterly dividend, such adjustment would be based upon the full amount of the distribution. The adjustment referred to in clause (vii) above will only be made if the tender offer or exchange offer is for an amount which increases that Person's ownership of Class A Common Stock to more than 30% of the total Class A Common Stock outstanding and if the Cash and the value of any other consideration included in such payment per share of Class A Common Stock exceeds the Current Market Price per share of Class A Common Stock on the Business Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer. The adjustment referred to in clause (vii) will not be made, however, if, as of the closing of the offer, the offering documents with respect to such offer disclose a plan or an intention to cause the Company to engage in a consolidation or merger of the Company or the sale of all or substantially all of the Company's assets. The Company from time to time may voluntarily increase the Conversion Rate. In the case of (i) any reclassification of the Class A Common Stock, or (ii) a consolidation or merger involving the Company or a sale or conveyance to another corporation of the property and assets of the Company as an entirety (or substantially as an entirety), in each case as a result of which holders of Class A Common Stock shall be entitled to receive stock, securities, other property or assets (including Cash) with respect to or in exchange for such Class A Common Stock, as set forth in the Indenture, or upon certain distributions described in the Indenture, the right to convert this Security for Class A Common Stock may be changed, as set forth in the Indenture, into a right to convert it for securities, Cash or other assets of the Company or another Person.

Conversion. Subject to and in compliance with the provisions The Purchaser or any subsequent holder or holders (Holder(s) of the Indenturethis Note is entitled, the Holder of any Security has the rightat its option, exercisable at any time prior to the close of business and in whole or in part, until maturity hereof (New York timeas extended by Holder(s)) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (of this Note or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount hereof into Shares of Common Stock at lower of (a) the average of the closing bid price (Closing Bid Price) of the Company's Common Stock for the five-day trading period ending on the day prior to the Effective Date (Average Price) times (x); or (b) the Closing Bid Price on the Closing Date. In the event a Registration Statement Amendment covering the Conversion Shares is not filed by the Filing Date Deadline and/or shall not become effective by the Effective Date Deadline (a) for the first month or part thereof converted into after the Filing Date Deadline that the Registration Statement Amendment has not been filed; and/or (b) for the first month or part thereof after the Effective Date Deadline that the Registration Statement Amendment has not become effective; for each additional month or part thereof commencing one month after the Effective Date Deadline, for up to two years from the Closing Date, that the Registration Statement Amendment has not been made effective with a current prospectus available, or the Registration Statement Amendment ceases to be effective with a current prospectus available; or the Conversion Shares cannot be sold pursuant to SEC Rule 144 (d) (subject only to Form 144 filing, manner of sale and volume limitation provisions of Rule 144). For purposes of this Note, the Closing Bid Price shall be the closing bid price of the Common Stock as reported by the National Association of Securities Dealers Automated Quotation System Level II (Nasdaq), or the closing bid price in the over-the-counter market; or, in the event the Common Stock is listed on a stock exchange, the closing bid price value per share shall be the closing price on the exchange, as reported in the Wall Street Journal. The shares of Common StockStock issued upon conversion of the Note are herein referred to as Conversion Shares. Such conversion shall be effectuated by surrendering the Note to be converted to the Escrow Agent, with the form of Conversion Notice attached hereto as Exhibit 1, executed by the Holder(s) of this Note evidencing such Holder(s)' intention to convert this Note or a specified portion hereof (as above provided). The Effective Date shall be the date set forth on the Conversion Notice, provided such Conversion Notice is received by the Escrow Agent and the Company, via U.S. mail, overnight courier, hand delivery or facsimile, no later than the fifth business day after such date. Upon recording the amount converted and amount of indebtedness remaining under the Note, set forth in the Conversion Notice on the grid comprising the last page of the Note (Principal Reduction Grid), the Escrow Agent shall send a copy of the revised Principal Reduction Grid to the Company and shall send a copy of the revised Principal Reduction Grid to the Holder(s). Escrow Agent shall also deliver the Conversion Shares to Holder(s) The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of Common Stock to satisfy the rights of conversion of the holder or holders (Holder(s)) of this Note.

Conversion. Subject to and in compliance with the provisions of the Indenture, the A Holder of a Security may convert the principal amount of such Security (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business (New York time) on October 15, 2008; provided, however, that if the date of the Security's maturity (or, in the case of Securities Security -------- ------- is called for redemptionredemption or subject to purchase upon a Change in Control, prior to the conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date), to convert as the principal amount thereof case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). The initial conversion price of Conversion Price is $[___] 28.50 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Securities Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security Debenture has the right, exercisable at any time prior to the close of business (New York City time) on the Business Day immediately preceding the date of repayment of such Debenture whether at maturity or upon redemption (either at the Security's maturity (or, in option of the case of Securities called for redemption, prior Company or pursuant to the close of business on the Business Day prior to the corresponding Redemption Datea Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock at the initial conversion price of 1.0663 shares of Common Stock for each Debenture (equivalent to a conversion price of $[___] 46.89 per share of Fleetwood Common StockStock of the Company), subject to adjustment under certain circumstances, except that if a Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a SecurityDebenture, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security Debenture to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute registered Holder of such interest to the holder of the applicable Trust Securities at the close of business Debenture on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionRegular Record Date. In such event, such SecurityDebenture, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions of the Indentureearlier Redemption, Purchase at Holder's Option or Repurchase Upon Fundamental Change, the Holder of any Security has the rightSecurities shall be convertible into cash and, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (orif applicable, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at such times and upon compliance with such conditions set forth in, and in accordance with, the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstancesIndenture. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in ("Conversion Notice"), with appropriate signature guarantee, on the form attached heretoback of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar taxthe amount of interest, if requiredany, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. Upon conversionSubject to the restrictions set forth in Section 2.02 of the Indenture, no a Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Once given, a Conversion Notice may not be rescinded. The initial Conversion Rate shall be 58.7648 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of approximately $17.02 per share), subject to adjustment or payment will be made for interest or dividends, but if in the event of certain circumstances as specified in the Indenture. The Company shall deliver a check in lieu of any fractional share. If a Holder surrenders a Security for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record payment date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date record date is to receive (other than overdue interest, if any, that has accrued on such Security), unless such Security has been called for Redemption as described in the portion so convertedIndenture. The number Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time on or before the 30th day after the date the Company announces a Make-Whole Fundamental Change has occurred, shall be increased to an amount equal to the Conversion Rate that would, but for Section 10.14 of the Indenture, otherwise apply to such Security pursuant to Article X of the Indenture, plus an amount equal to the Make-Whole Conversion Rate Adjustment; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change constitutes a Public Acquirer Fundamental Change with respect to which the Company shall have duly made, and given full effect to, an election, pursuant to and in accordance with Section 10.14(F) of the Indenture, to make an Acquirer Stock Conversion Right Adjustment. Any shares issuable of Common Stock that are issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the Issue Date and the last date on which the Company or any Affiliate was the owner of such shares or the Security (or any predecessor security) from which such shares were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws, as set forth in an Opinion of Counsel, unless otherwise agreed by the conversion price in effect on Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockHolder thereof).

Conversion. Subject to A Holder may convert his or her Security into cash and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable ADRs at any time prior to the close of business on May 15, 2008, or (New York timex) on if the date of the Security's maturity (or, in the case of Securities Security is called for redemptionredemption by the Company, prior to the Holder may convert it at any time before the close of business on the Business Day prior date that is five business days before the date fixed for such redemption, or (y) if the Security is to be repurchased by the corresponding Redemption Date)Company pursuant to PARAGRAPH 8 hereof, to the Holder may convert it at any time before the Company receives the Option of Holder To Elect Purchase Notice. For each $1,000 principal amount thereof of Securities, (or any portion thereof that is an integral multiple i) the amount of cash so payable upon conversion (the “Cash Conversion Consideration”) shall be $22405.74 and (ii) into shares the number of Fleetwood Common Stock at ADRs issuable upon conversion (the “conversion rate”) as of the effective date of the Supplemental Indenture shall equal the product of (x) 0.42355 and (y) the quotient (the “initial conversion rate”) obtained by dividing $1,000 by the initial conversion price of $[___] $ 04 per share share. The Cash Conversion Consideration is payable without interest, the number of Fleetwood Common StockADRs issuable upon conversion shall be rounded to the nearest 1/100th of an ADR, subject and the Company will deliver Cash in lieu of any fractional ADR. The Cash Conversion Consideration and the conversion rate take into account any adjustments (i) pursuant to the Merger and (ii) occurring prior to the date hereof. On conversion no payment or adjustment under certain circumstancesfor any unpaid and accrued interest, or liquidated damages with respect to, the Securities will be made. If a Holder surrenders a Security for conversion between the record date for the payment of interest and the next interest payment date, such Security, when surrendered for conversion, must be accompanied by payment of an amount equal to the interest thereon which the registered Holder on such record date is to receive. To convert a Security, Security a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent Agent, (4) pay the amount of interest, if any, the Holder may be paid as provided in the last sentence of the above paragraph and (45) pay any transfer or similar tax, tax if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a portion of a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on if the portion so convertedis $1,000 principal amount or a whole multiple of $1,000 principal amount. The number of shares issuable Any ADRs issued upon conversion of a Security is determined by dividing shall bear the principal amount Private Placement Legend until after the second anniversary of the later of the issue date for the Securities and the last date on which the Company or any Affiliate of the Company was the owner of such ADRs or the Security (or any predecessor security) from which such ADRs were converted (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) (or such longer period of time as may be required under the Securities Act or applicable state securities laws in the Opinion of Counsel for the Company, unless otherwise agreed by the conversion price in effect on Company and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockHolder thereof).

Conversion. Subject Under the circumstances provided for in, and subject to and in compliance with the provisions of, the Indenture, a Holder of a Security may, at such Holder's option, convert such Security (or any portion thereof equal to $1,000 Principal Amount at Issuance or any multiple of $1,000 in excess thereof) into shares of Common Stock at the Conversion Rate in effect at the time of conversion (or at such other rate provided in the Indenture with respect to conversion upon satisfaction of Security Price conditions); provided, however, that if the Security is called for redemption pursuant to Article Eleven of the Indenture or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen of the Indenture, the conversion right will terminate (if the Holder of any Security has the right, exercisable at any time prior not previously elected to the close of business (New York time) on the date of convert the Security's maturity (or, in the case of Securities called for redemption, prior to ) at the close of business on the second Business Day prior to immediately preceding the corresponding Redemption Date, Optional Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in paying the Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be), . The Company will notify Holders of any event triggering the right to convert the principal amount thereof (Security as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or any portion thereof that a Fundamental Change Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 44.7015 shares of Fleetwood Common Stock per $1,000 Principal Amount at the initial conversion price Issuance (with no effect given to any accretion of $[___] per share of Fleetwood Common Stocksuch amount from and after January 15, 2011), subject to adjustment under certain circumstances. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached heretoset forth below and deliver such notice to a Conversion Agent, (2b) surrender the Security to a Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if The Conversion Agent may assume without independent verification that any Holder surrenders that delivers a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior notice is entitled to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such convert this Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions Class P Partnership Preferred Units shall be convertible as follows: (a) Upon any conversion of the Indenture, the Holder shares of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) Class P Preferred Stock into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject the General Partner shall cause a number of Class P Partnership Preferred Units equal to adjustment under certain circumstancesthe number of such converted shares of Class P Preferred Stock to be converted by the holders thereof into Partnership Common Units. To convert a SecurityThe conversion ratio in effect from time to time for the conversion of Class P Partnership Preferred Units into Partnership Common Units pursuant to this Section 7 shall at all times be equal to, a Holder must and shall be automatically adjusted as necessary to reflect, the conversion ratio in effect from time to time for the conversion of Class P Preferred Stock into Common Stock. (1b) complete and sign In the event of a conversion notice substantially in of any Class P Partnership Preferred Units, the form attached hereto, (2) surrender Partnership shall make a cash payment to the Security holder thereof equal to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if the cash payment required to be made by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest Previous General Partner to the holder of the applicable Trust Securities shares of Class P Preferred Stock the conversion of which required the conversion of such Class P Partnership Preferred Units. Holders of Class P Partnership Preferred Units at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date) or date and prior to such other person in whose name Distribution Payment Date. Except as provided above, the Securities are registered at Partnership shall make no payment or allowance for unpaid distributions on converted units or for distributions on the close of business on such record date, as the case may be, despite Partnership Common Units issued upon such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon Each conversion of a Security Class P Partnership Preferred Units into Partnership Common Units shall be deemed to have been effected at the same time and date that the corresponding conversion of Class P Preferred Stock into Common Stock is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. deemed to have been effected. (c) No fractional shares will Partnership Common Units shall be issued upon conversion but a cash adjustment will be made for of Class P Partnership Preferred Units. Instead of any fractional interest. The outstanding principal Partnership Common Units that would otherwise be deliverable upon the conversion of Class P Partnership Preferred Units, the Partnership shall pay to the holder of such converted units an amount in cash equal to the cash payable to a holder of any Security shall be reduced by the portion an equivalent number of the principal amount thereof converted into shares of Class P Preferred Stock in lieu of fractional shares of Common Stock. (d) The Partnership will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of (i) the issue or delivery of Partnership Common Units or other securities or property on conversion or redemption of Class P Partnership Preferred Units pursuant hereto, and (ii) the issue or delivery of Common Stock or other securities or property on conversion or redemption of Class P Preferred Stock pursuant to the terms hereof.

Conversion. Subject The mode of carrying the Merger into effect and the manner and basis of converting the shares of Columbia into shares of PMI are as follows: 9.1 The aggregate number of shares of Columbia Common Stock issued and outstanding on the Merger Date shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into an aggregate of 50,000 shares of PMI Common Stock adjusted by any increase for fractional shares and reduced by any Dissenting Shares (defined below). 9.2 The 50,000 PMI Common Stock to be issued hereunder (the “PMI Shares”) will be issued pursuant to applicable exemptions under the British Columbia Securities Act and to the shareholders of Columbia that are U.S. residents, if any, pursuant to Section 4(2) of the Securities ▇▇▇ ▇▇▇▇ and/or Rule 506 of the General Rules and Regulations of the Securities and Exchange Commission. The PMI Shares will be restricted as to transferability pursuant to applicable securities legislation in compliance the Province of British Columbia. In addition the PMI Shares issued to U.S. residents will be restricted as to transferability pursuant to Rule 144 thereof, and will bear substantially the following legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.” 9.3 All outstanding Common or Preferred Stock of Columbia and all warrants, options or other rights to its Common or Preferred Stock shall be retired and canceled as of the Merger Date. 9.4 Each share of Columbia Common Stock that is owned by Columbia as treasury stock shall, by virtue of the Merger and without any action on the part of Columbia, be retired and canceled as of the Merger Date. 9.5 Each certificate evidencing ownership of shares of PMI Common Stock issued and outstanding on the Merger Date or held by PMI in its treasury shall continue to evidence ownership of the same number of shares of PMI’s Common Stock. 9.6 PMI Common Stock shall be issued to the shareholders of Columbia Common Stock in exchange for their shares. 9.7 The PMI shares to be issued in exchange for Columbia Common Stock hereunder shall be proportionately reduced by any shares owned by Columbia shareholders who shall have timely objected to the Merger (“Dissenting Shares”) in accordance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Delaware Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, Corporation Act as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockprovided therein.

Conversion. Subject The Lenders set forth on the Register (immediately prior to and in compliance with giving effect to this Amendment) are the provisions lenders of record of the Indentureportion of the Term B-2 Loan set forth on the Register opposite such Lender’s name (each such Lender, a “Converting Lender”). Each such Converting Lender represents and warrants that it holds such portion of the Term B-2 Loan and has not assigned or participated such portion of the Term B-2 Loan to any other Person. The Company, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) Administrative Agent and each Converting Lender hereby agree that on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record First Refinancing Facility Amendment Effective Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the Term B-2 Loan set forth on the Register (immediately prior to giving effect to this Amendment) opposite such Converting Lender’s name and owing to such Converting Lender under the Credit Agreement shall be converted (the “Conversion”) into a portion of the Term B-3 Loan in an aggregate principal amount thereof converted into shares equal to the amount set forth on the Register (immediately after giving effect to this Amendment) opposite such Converting Lender’s name, as contemplated by and to be evidenced and governed by the Credit Agreement and the related Loan Documents, all on the terms and conditions set forth in the Credit Agreement, in each case, as amended by this Amendment. In order to effect the Conversion, (a) the Administrative Agent has notified the Company that upon the First Refinancing Facility Amendment Effective Date it will ▇▇▇▇ the Register to reflect the Term B-2 Loan as no longer outstanding on the First Refinancing Facility Amendment Effective Date and (b) each Converting Lender will have been deemed to become a party to the Credit Agreement as a Term B-3 Lender on the First Refinancing Facility Amendment Effective Date in respect of Common Stockthe Term B-3 Loan in the amount set forth opposite such Converting Lender’s name on the Register (immediately after giving effect to this Amendment). The Conversion will not affect the right of any Converting Lender to receive any accrued and unpaid interest with respect to the Term B-2 Loan that is owed to such Converting Lender, all of which shall be paid by the Company on the First Refinancing Facility Amendment Effective Date (but it is understood and agreed that the Term B-2 Loan shall not bear any interest from and after the Conversion). Furthermore, each Converting Lender agrees that, effective upon the Conversion and subject to receipt of such accrued and unpaid interest, it no longer holds any portion of the Term B-2 Loan.

Conversion. Subject to and earlier Maturity, Redemption, Purchase at Holder’s Option or Repurchase Upon Fundamental Change, Holders may surrender Securities in compliance integral multiples of $1,000 principal amount for conversion into shares of Common Stock in accordance with the provisions Article X of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached heretoConversion Notice, with appropriate signature guarantee, on the back of the Security, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and Agent, (4) pay any transfer or similar taxthe amount of interest, if requiredany, the Holder must pay in accordance with the Indenture and (5) pay any tax or duty if required pursuant to the Indenture. Upon A Holder may convert a portion of a Security if the portion is $1,000 principal amount or an integral multiple of $1,000 principal amount. Notwithstanding anything herein to the contrary, no Security may be converted after the close of business on the Business Day immediately preceding the Maturity Date. The initial Conversion Rate is 76.9231 shares of Common Stock per $1,000 principal amount of Securities (which results in an effective initial Conversion Price of $13.00 per share) subject to adjustment in the event of certain circumstances as specified in the Indenture. The Company will deliver cash in lieu of any fractional share. On conversion, no payment or adjustment for any unpaid and accrued interest or payment additional interest on the Securities will be made for interest or dividends, but if any made. If a Holder surrenders a Security for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the related interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record payment date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount equal to the interest payable thereon which the registered Holder at the close of business on such Interest Payment Date on record date is to receive; provided, however, that such payment of an amount equal to the portion so converted. The number of shares issuable upon conversion interest described in the immediately preceding sentence in respect of a Security surrendered for conversion shall not be required with respect to a Security that (i) is determined by dividing surrendered for conversion after the principal amount record date immediately preceding the Maturity Date, (ii) has been called for Redemption pursuant to Section 3.04 of the Indenture and paragraphs 6 and 7 herein or (iii) is surrendered for conversion after a record date for the payment of an installment of interest and on or before the related interest payment date, where, pursuant to Section 3.09 of the Indenture, the Company has specified, with respect to a Fundamental Change, a Fundamental Change Repurchase Date that is after such record date and on or before such interest payment date; provided further, that, if the Company shall have, prior to the Conversion Date with respect to a Security, defaulted in a payment of interest on such Security, then in no event shall the Holder of such Security converted who surrenders such Security for conversion be required to pay such defaulted interest or the interest that shall have accrued on such defaulted interest pursuant to Section 2.12 of the Indenture or otherwise The Conversion Rate applicable to each Security that is surrendered for conversion, in accordance with the Securities and Article X of the Indenture, at any time during the Make-Whole Conversion Period with respect to a Make-Whole Fundamental Change shall be increased to an amount equal to the Conversion Rate that would, but for Section 10.15 of the Indenture, otherwise apply to such Security pursuant to Article X of the Indenture, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the conversion price in effect on the Conversion Date. No fractional shares will Company but shall not be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockconsummated.

Conversion. Subject to and in compliance with the provisions A Holder of a Debenture may convert such Debenture into shares of Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date for such Debenture (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of the Security's maturity (or, in the case of Securities called a Debenture presents such Debenture for redemption, redemption prior to the close of business on the Business Day prior Redemption Date for such Debenture the right of conversion shall terminate upon presentation of the Debenture to the corresponding Redemption DateTrustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the . The initial conversion price of pConversion Price is $[___] 3.50 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion pConversion Price in effect on the conversion date. Payment of accrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. Upon conversion, no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the conversion pConversion Price of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in attached hereto and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, (d) execute any investment letters or other documents required by the Company, and (4e) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the amount of interest payable on such Interest Payment Date interest payment date will be paid the amount accrued to the Trust (which will distribute such interest to the holder date of the applicable Trust Securities at the close of business conversion on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. Subject to and in compliance with the provisions A Holder of a Security may convert such Security into shares of common stock of the IndentureCompany commencing 180 days after[December , the Holder of any Security has the right, exercisable 1997] and thereafter at any time prior to maturity, subject to the close following provisions of business (New York time) on this Section 7. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the date fixed for such redemption. The initial conversion price of is $[___[ ] per share of Fleetwood Common Stockshare, subject to adjustment in certain events. In the event the holder of this Security seeks to convert all or any portion of this Security into Common Stock at a time when the Company does not have sufficient authorized shares of Common Stock to satisfy such conversion, such conversion shall not be permitted, in which event the holder will have the right to require the Company to repurchase this Security for an amount payable in cash equal to the principal amount of this Security plus accrued interest. The Company has agreed to seek stockholder approval at its 1998 Annual Meeting of Stockholders of an amendment to its Restated Certificate of Incorporation ("Certificate") increasing the number of authorized shares of Common Stock to an amount at least sufficient to permit the conversion of all the Securities. Until such date as the Company's Certificate has been so amended, the Company will not (i) exercise its right to voluntarily redeem the Debentures pursuant to Section 5 hereof or (ii) issue additional shares of Common Stock or securities convertible into or exchangeable for Common Stock except for (A) employee stock options to acquire Common Stock granted under certain circumstancesthe Company's existing stock option plans and (B) shares of Common Stock issuable upon conversion of any Security or Other Debentures or upon the exercise of stock options. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion; provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person Person in whose name the Securities are Security is registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on interest payment date. A Holder may convert a portion of a Security if the portion so convertedis $1,000 principal amount or an integral multiple thereof. The To determine the number of shares issuable upon conversion of a Security is determined by dividing Security, divide the principal amount of the Security to be converted by the conversion price in effect on the Conversion Dateconversion date. No fractional shares The Company will be issued upon conversion but deliver a cash adjustment will be made check for any fractional interestshare. The outstanding principal amount If the Company is a party to a consolidation or merger or a transfer or lease of any all or substantially all of its assets, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockcommon stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person.

Conversion. Subject Under the circumstances provided for in, and subject to and in compliance with the provisions of, the Indenture, a Holder of a Security may, at such Holder's option, convert such Security (or any portion thereof equal to $1,000 Principal Amount at Issuance or multiples of $1,000 in excess thereof) into shares of Common Stock at the Conversion Rate in effect at the time of conversion; provided, however, that if the Security is called for redemption pursuant to Article Eleven of the Indenture or is submitted or presented for repurchase pursuant to Articles Fourteen or Fifteen of the Indenture, the Holder of any Security has the right, exercisable conversion right will terminate at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the second Business Day prior to immediately preceding the corresponding Redemption Date, Optional Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or repurchase (unless the Company shall default in paying the redemption payment, Optional Repurchase Price or Fundamental Change Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased, as the case may be), . The Company will notify Holders of any event triggering the right to convert the principal amount thereof Security as specified above in accordance with the Indenture. The initial Conversion Rate is fifty (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockIssuance (with no adjustment provided for any accretion from and after June 15, 2010), subject to adjustment under certain circumstances. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Sale Price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached heretoset forth below and deliver such notice to a Conversion Agent, (2b) surrender the Security to a Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security a Registrar or a Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no The Conversion Agent may assume that any Holder that delivers a conversion notice is entitled to convert this Security without independent verification. A Holder may convert a portion of the Securities of this series only if the Principal Amount at Issuance of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business dividends on the Regular Record Date for Common Stock except as provided in the payment Indenture. On conversion of an installment Securities of interest this series, that portion of accrued and prior unpaid interest, including Contingent Interest and Additional Amounts, if any, and accrued Principal Accretion on such Securities attributable to the opening of business on period from the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such most recent Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record dateor, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such if no Interest Payment Date on has occurred, from the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing original issue date) through the principal amount Conversion Date and Tax Original Issue Discount accrued through the Conversion Date with respect to such converted Securities shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Security Common Stock (together with any cash payment in lieu of fractional shares) in exchange for such Securities being converted by pursuant to the conversion price in effect on provisions hereof, and the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount fair market value of any Security shall be reduced by the portion of the principal amount thereof converted into such shares of Common StockStock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for accrued and unpaid interest (including Contingent Interest and Additional Amounts, if any), accrued Principal Accretion and Tax Original Issue Discount accrued through the Conversion Date and the balance, if any, of such fair market value of such Common Stock (and any such cash payment), shall be treated as issued in exchange for the Principal Amount at Issuance of such Securities being converted pursuant to the provisions hereof.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on the date of the Security's maturity (orAugust 19, in the case of Securities 2017; PROVIDED, HOWEVER, that if a Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day date that is seven days prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple . The number of $22) into shares of Fleetwood Common Stock at to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion price Conversion Rate is 11.3545 shares of Common Stock per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a Conversion Agent, (3ii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iii) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If the Holder surrenders a converts more than one Security for conversion after at the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionsame time, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon the conversion shall be based on the total Principal Amount of the Securities converted. A Holder may convert a portion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock, except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock in exchange for the Security being converted into pursuant to the terms hereof, and the fair market value of such Common Stock (together with any cash payment in lieu of fractional shares of Common Stock) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount accrued through the Conversion Date, and the balance, if any, of such fair market value of such shares of Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to and in compliance with At any time after 90 days following the provisions latest date of original issuance of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, Notes and prior to the close of business on the Business Day prior to the corresponding Redemption Date)[_________________], to 2005, a Holder of a Note may convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) such Note into shares of Fleetwood Common Stock of the Company; PROVIDED, HOWEVER, that if the Note is called for redemption, the conversion right will terminate at the close of business on the third Business Day before the redemption date of such Note (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Note is redeemed). The initial conversion price of is [$[________________] per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as described in the First Supplemental Indenture and the Indenture. The number of shares issuable upon conversion of a Note is determined by dividing the principal amount converted by the conversion price in effect on the conversion date. Upon conversion, no adjustment for interest or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the current market price (as defined in the First Supplemental Indenture and the Indenture) of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityNote, a Holder must (1a) complete and sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Note to the Conversion Agent, if certificated, (c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar tax, if requiredrequired and (e) if the Note is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Depositary's book-entry conversion programs. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Note for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not Note must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by Note or portion thereof then converted; PROVIDED, HOWEVER, that no such payment shall be required if such Note has been called for redemption on a redemption date within the period between and including such record date and such interest payment date, or if such Note is surrendered for conversion price in effect on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Note may be converted into shares only if the Repurchase Notice is withdrawn as provided above and in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject to and in compliance with the provisions Each share of Series B Convertible Preferred Stock shall be convertible into two (2) shares of Common Stock of the IndentureCompany, without the Holder payment of any Security has additional consideration by the right, exercisable holder thereof and at any time prior to the close of business (New York time) on the date option of the Security's maturity (orholder thereof, in the case subject to readjustment as provided herein below. The right to convert any shares of Securities Series B Convertible Preferred Stock called for redemption, prior to redemption shall expire at the close of business on the Business Day fifth (5th) day prior to the corresponding Redemption Date)redemption date thereof. The holder of a share or shares of Series B Convertible Preferred Stock may exercise the conversion rights by delivering to the Company during regular business hours, to convert at the principal amount thereof office of the Company, or at such other places as may be designated by the Company, the certificate or certificates for the shares to be converted, duly endorsed or assigned in blank or to the Company (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by it), accompanied in any event by written notice stating that the Security Registrar holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for Common Stock are to be issued. Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will shall be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business deemed to have been effected on the Regular Record Date date when such delivery is made, and such date is referred to herein as the "Conversion Date". As promptly as practicable thereafter the Company shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Company, a certificate or certificates for the payment number of an installment full shares of interest Common Stock to which he is entitled and prior to the opening a check in respect of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder any fraction of the applicable Trust Securities at the close of business on such record date) or to such other shares provided below. The person in whose name the Securities certificate or certificates for Common Stock are registered at to be issued shall be deemed to have become a holder of Common Stock of record on the close Conversion Date unless the transfer books of business the Company are closed on such record that date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not in which event he shall be accompanied by payment deemed to have become a holder of an amount equal to the interest payable on such Interest Payment Date Common Stock of Record on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing next succeeding date on which the principal amount of the Security converted by transfer books are open, but the conversion price rate shall be that in effect on the Conversion Date. No fractional shares will The issuance of Common Stock on conversion of Series B Convertible Preferred Stock shall be issued upon conversion but a cash adjustment will be made without charge to the converting holder of Series B Convertible Preferred Stock for any fractional interest. The outstanding principal amount fee, expense or tax in respect of the issuance therefore, but the Company shall not be required to pay any fee, expense or tax which may be payable with respect of any Security shall be reduced by transfer involved in the portion issuance and delivery of shares in any name other than that of the principal amount thereof converted into holder of record on the books of the Company of the shares of Series B Convertible Preferred Stock converted, and the Company shall not, in any such case, be required to issue or deliver any certificate for shares of Common Stock.Stock unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such fee, expense or tax or shall have established to the satisfaction of the Company that such fee, expense or tax has been paid. The number of shares of Common Stock deliverable upon conversion of each share of Series B Convertible Preferred Stock shall be subject to adjustment from time to time upon the happening of certain events as follows:

Conversion. Subject Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (calculated as to and each conversion to the nearest 1/10000th of a share) of Common Stock in compliance accordance with the provisions of Section 10.14 of the Indenture; provided that if such Security is called for redemption, the Holder of any Security has the right, exercisable conversion right will terminate at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date of such Security (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Security's maturity (or, in the case of Securities called for redemption, prior to and expire at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)date of maturity, subject, in the case of conversion of any Global Security, to convert any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $68.65 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 14.57. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.02(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount thereof of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstancesforfeited. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached heretoConversion Agent, (2b) surrender the Security to a the Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar other tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionrelated interest payment date, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion price in effect on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Common Stockexercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security Convertible Note has the right, exercisable right at any time prior to the close of business (New York time) on the date of the SecurityConvertible Note's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221,000) into shares of Fleetwood Common Stock at the initial conversion price Conversion Price of $[___] 1.35 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as more fully described in Section 5.6 of the Indenture, except that if a Convertible Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a SecurityConvertible Note, a Holder holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below, (2) surrender the Security Convertible Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividendsdividends (except for any required payment of Additional Voluntary Conversion Interest), but if any Holder Noteholder surrenders a Security Convertible Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid to the Trust (which will distribute such interest to the registered holder of the applicable Trust Securities at the close of business such Convertible Note on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such SecurityConvertible Note, when surrendered for conversion, need not must be accompanied by payment in funds acceptable to the Company of an amount equal to the interest (but in no circumstance shall this requirement to pay interest upon conversion result in any holder being required to pay any Additional Voluntary Conversion Interest to the Company) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security Convertible Note is determined by dividing the principal amount of the Security Convertible Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for Date and then adding any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.Stock to be delivered in payment of the Additional Voluntary

Conversion. Subject to and in compliance with the provisions of the Indenture, the a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Evergreen Consideration Units at the Conversion Price in effect at the time of conversion under certain circumstances described in the Indenture; provided, however, that if the Security has the right, exercisable at any time prior is called for redemption or subject to the close of business (New York time) on the repurchase upon a specific date pursuant to Article V of the Security's maturity (orIndenture or upon a Change in Control, in the case of Securities called for redemption, prior to conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption redemption date or the Change in Control Repurchase Date, as the case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment, Optional Repurchase Price or Change in Control Repurchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased), . The Company will notify Holders of any event triggering the right to convert the principal amount thereof (Security as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered an Optional Repurchase Notice or any portion thereof that a Change in Control Repurchase Notice exercising the option of such Holder to require the Company to repurchase such Security may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of the Indenture. The Conversion Price is $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] 25.00 per share of Fleetwood Common StockEvergreen Consideration Unit, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares Evergreen Consideration Units issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the closing price (as defined in the Indenture) of Pioneer Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding Regular Record Date to the opening of business on the next succeeding Interest Payment Date (excluding Securities or portions thereof called for redemption or subject to repurchase upon a specific date pursuant to Article V of the Indenture or upon a Change in Control on a Redemption Date, Optional Repurchase Date or Change in Control Repurchase Date, as the case may be, during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest (including Contingent Interest) payable on such Interest Payment Date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of the principal amount thereof converted into shares of Common Stock.a Security equal to $1,000 or any integral multiple thereof. ANNEX C

Conversion. Subject to and in compliance with the provisions of the Indenture, the A Holder of a Note may convert the principal amount of such Note (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Common Stock at any time prior to the close of business (New York time) on the date Final Maturity Date, at the Conversion Price then in effect; PROVIDED, HOWEVER, that, if such Note is called for redemption or submitted or presented for purchase pursuant to Article 3 of the Security's maturity (orIndenture, in the case of Securities called for redemption, prior to such conversion right shall terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date or Change in Control Purchase Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite for such conversion. In Note or such eventearlier date as the Holder presents such Security for redemption or for purchase (unless the Company shall default in making the redemption payment or Change in Control Purchase Price payment when due, such Security, when surrendered for conversion, need not be accompanied by payment in which case the conversion right shall terminate at the close of an amount equal to the interest payable on such Interest Payment Date business on the portion so converteddate such default is cured and such Note is redeemed or purchased, as the case may be). The initial Conversion Price is $86.10 per share, subject to adjustment under certain circumstances as provided in the Indenture. The number of shares of Common Stock issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Note, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Notes so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Notes or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any Security such Note then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Note, subject to the provisions of this B-7 Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Note equal to $1,000 or any integral multiple thereof. A Note in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Note may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at (a) At any time on or prior to the close Convertible Term Loan Maturity Date and prior to the Exchange, (the “Conversion Period”), (i) prior to Shareholder Approval, the Agent shall have the right to convert any portion of business the principal and accrued interest of the Convertible Term Loans into shares of common stock, no par value of Parent (New York time“Parent Common Stock”) that represent a number of shares not exceeding the Elective Conversion Cap and equaling the total amount of principal and accrued interest of the Convertible Term Loans being converted divided by the Conversion Price (such shares the “Elective Conversion Shares” and such conversion, the “Elective Conversion”) upon Agent’s delivery of notice of its intent to effectuate such conversion and (ii) upon Shareholder Approval the outstanding principal and accrued interest of the Convertible Term Loans shall be automatically converted on the date of delivery of such Shareholder Approval (in all instances, such date the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption “Conversion Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22”) into shares of Fleetwood Parent Common Stock at not exceeding the initial conversion price Automatic Conversion Cap that represent a number of $[___] per share shares equaling the total amount of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete principal and sign a conversion notice substantially in accrued interest of the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required Convertible Term Loans being converted divided by the Security Registrar or Conversion Agent Price (such shares the “Automatic Conversion Shares” and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable “Automatic Conversion”). (b) [Reserved]. (c) All costs and expenses (including filing fees) with respect to filings under any applicable antitrust laws shall be borne by Parent. Parent shall pay any documentary, stamp or similar issue or transfer tax due on such Interest Payment Date will be paid the issue of the Conversion Shares. Parent shall reserve (and shall keep available and free from preemptive rights) and shall continue to reserve out of its authorized but unissued Parent Common Stock a sufficient number of Parent Common Stock to permit the issuance of the Conversion Shares in full. (d) Parent shall (i) issue the Conversion Shares to the Trust (which will distribute such interest to the holder Lenders on a pro rata basis based on each Lender’s portion of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal outstanding amount of the Security converted by the conversion price in effect Convertible Term Loans on the Conversion Date. No fractional shares will Date (along with any share certificates with respect thereto) in accordance with the Convertible Notes and the Subscription Agreement and such Conversion Shares shall, upon issuance, be issued upon conversion but a cash adjustment will duly authorized, validly issued, fully paid and nonassessable, not subject to any preemptive rights, and, be made for any fractional interest. The outstanding principal amount free from all taxes, Liens, security interests, charges, and other encumbrances with respect to the issuance thereof, other than taxes in respect of any Security shall be reduced by transfer occurring contemporaneously with such issue and those under applicable federal, state or other securities laws and (ii) provide customary representations and warranties to the portion of Lenders in connection with the principal amount thereof converted into shares of Common StockConversion pursuant to and in the form set forth in the Subscription Agreement.

Conversion. Subject to and in compliance with the provisions A Holder of a Security may convert such Security into shares of common stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the maturity. The initial conversion price of is $[___] 17.25 per share of Fleetwood Common Stockshare, subject to adjustment under in certain circumstancesevents. To determine the number of shares issuable upon conversion of a Security, divide the principal amount to be converted by the conversion price in effect on the conversion date. The Company will deliver a check for any fractional share. To convert a Security, a Holder must (1) complete and sign a the conversion notice substantially in on the form attached heretoback of the Security, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, tax if required. Upon conversion, no No payment or adjustment or payment will is to be made on conversion for interest accrued hereon or dividendsfor dividends on shares of common stock issued on conversion; provided, but however, that if any Holder surrenders a Security is surrendered for conversion after the close of business on the Regular Record Date record date for the a payment of an installment of interest and prior to on or before the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on falling due to such Interest Payment Date interest payment date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person Person in whose name the Securities are Security is registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when date and any Security surrendered for conversion, need not conversion during the period from the close of business on any regular record payment date to the opening of business on the corresponding interest payment date must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the interest payment date. A Holder may convert a portion so converted. The number of shares issuable upon conversion of a Security if the portion is determined by dividing the $1,000 principal amount or an integral multiple thereof. If the Company is a party to a consolidation or merger or a transfer or lease of all or substantially all of its assets, the right to convert a Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stockcommon stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A HOLDER SHALL NOT BE ENTITLED TO EFFECT THE CONVERSION OF, AND NEITHER THE COMPANY, THE CONVERSION AGENT NOR THE REGISTRAR SHALL BE REQUIRED TO TAKE ANY STEPS TO EFFECT THE CONVERSION OF, ANY SECURITY OR SECURITIES OF ANY SERIES IF SUCH CONVERSION, IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS OR AN OFFICER, (A) MIGHT CAUSE THE COMPANY TO FAIL TO COMPLY WITH ANY REQUIREMENT NECESSARY FOR THE CONTINUED QUALIFICATION OF THE COMPANY AS A REIT UNDER THE CODE OR (B) WOULD RESULT IN A SINGLE PERSON BEING AN OWNER (OR UPON CONVERSION OF ANY SECURITIES OR CONVERSION OR EXCHANGE OF ANY OTHER SECURITIES OF THE COMPANY THEREUPON BEING AN OWNER) OF MORE THAN 9.8% OF THE COMPANY'S OUTSTANDING COMMON STOCK (INCLUDING THE COMPANY'S COMMON STOCK RESERVED FOR ISSUANCE UPON CONVERSION OF SECURITIES HELD BY SUCH PERSON OR CONVERSION OR EXCHANGE OF OTHER SECURITIES OF THE COMPANY HELD BY SUCH PERSON). ANY ATTEMPTED CONVERSION OF A SECURITY OR SECURITIES BY A HOLDER IN VIOLATION OF THE LIMITS SET FORTH ABOVE SHALL BE NULL AND VOID AB INITIO.

Conversion. Subject The Holders of Trust Securities, subject to and the limitations set forth in compliance with this Section, shall have the provisions of the Indenture, the Holder of any Security has the right, exercisable right at any time prior to the close of business (New York time) Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on the date behalf of the Security's maturity (orconverting Holders, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities 38 for a portion of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at the an initial rate of ______ shares of Common Stock for each Trust Security (which is equivalent to a conversion price of $[___] __ per share $___ principal amount of Fleetwood Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, subject the Holder of such Trust Securities shall submit to adjustment under certain circumstancesthe Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. To convert The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a Security, a Holder must portion of the Debentures held by the Property Trustee (1) complete and sign a conversion notice substantially at the rate of exchange specified in the form attached heretopreceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (2) surrender at the Security conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required portion of the Debentures held by the Security Registrar or Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent and (4) pay any transfer or similar tax, if requiredthe appropriate principal amount of Debentures for exchange in accordance with this Section. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after The Conversion Agent shall thereupon notify the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder Sponsor of the applicable Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities following such record date) or date but prior to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Distribution Date. No fractional shares Except as provided above, neither the Trust nor the Sponsor will make, or be issued upon conversion but a cash adjustment will be made for required to make, any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.payment, allowance or ad-

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on May 8, 2020. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture and the Supplemental Indenture. The initial Conversion Rate is 12.3309 shares of Fleetwood Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 701 of the Supplemental Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another Person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder of any Security hereof has the right, exercisable at its option, at any time prior on or after 270 days after the Issue Date and on or before the maturity, to convert the principal hereof or any portion of such principal that is $1,000 or a multiple thereof, into, at the Company's option, (a) cash in an amount equal to the close of business (New York time) on the date Current Market Price, as of the Securityconversion date, of the Common Stock to which the principal would otherwise be converted, or (b) that number of shares of the Company's maturity Common Stock (oras such shares shall then be constituted) obtained by dividing the principal amount of this Note or portion thereof to be converted by the conversion price of $38.50, or such conversion price as adjusted from time to time as provided in the case Indenture or (c) a combination of Securities called for redemptioncash and Common Stock in proportions determined by the Company in its sole discretion; provided, prior however, that the Company's option to convert the principal into cash or into a combination of cash and Common Stock, shall terminate at the close of business on the Business Day prior date the Company's charter is amended to increase the corresponding Redemption Date), number of shares of authorized Common Stock to at least that number of shares sufficient to reserve for the conversion of all the Notes. The right to convert the principal amount thereof (with respect to any Security or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security that shall be called for conversion after redemption or delivered for repurchase, shall terminate at the close of business on the Regular Record Date date fixed for redemption of such Security or portion of a Security or the second trading day preceding a Change in Control Payment Date, as the case may be, unless the Company shall default in payment due upon redemption or repurchase thereof. No adjustments in respect of interest or dividends will be made upon any conversion; provided, however, that if the Note shall be surrendered for conversion during the period from the close of business on any record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the following interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record payment date, as this Note (unless it or the case may be, despite portion being converted shall have been called for redemption on a date in such conversion. In such event, such Security, when surrendered for conversion, need not period) must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Datebeing converted. No fractional shares will be issued upon conversion any conversion, but an adjustment in cash shall be made, as provided in the Indenture, in respect of any fraction of a cash adjustment will share which would otherwise be made issuable upon the surrender of any Note or Notes for conversion. A holder of Notes is not entitled to any fractional interestrights of a holder of Common Stock until such holder has converted his Notes to Common A1-5 053113\1008\02764\979QGT85.OTH Stock, and only to the extent such Notes are to have been converted to Common Stock under the Indenture. The outstanding principal amount of any Security shall be reduced by the portion conversion price is subject to adjustment in accordance with Section 10.5 of the principal amount thereof converted into shares of Common StockIndenture.

Conversion. Subject to to, and in compliance with with, the provisions contained herein, the holder of the IndentureDebenture is entitled, the Holder of any Security has the rightat holder's option, exercisable at any time after September 1, 2000 and before the Maturity Date (or in case this Debenture or some portion hereof shall be called for repayment prior to such date, then until and including, but not after, the close of business (New York time) on within 30 days of the date of the Security's maturity (or, in the case notice of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Daterepayment), to convert all or any portion of the principal amount thereof (or any portion thereof that is an integral multiple of $22) this Debenture into fully paid and non-assessable shares of Fleetwood common stock, no par value ("Common Stock"), at a conversion ratio of one share of Common Stock at the initial conversion price for each $1.50 of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted Debenture. Conversion shall be effected by surrender of this Debenture, duly endorsed (if so required by the Company), to the Company at its offices in Ballard, Utah, accompanied by written notice of conversion price specifying the amount of the principal of the Debenture to be converted. On conversion, no adjustment for interest is to be made, but if any holder surrenders a Debenture for conversion after the end of a calendar year and before the end of the then current year, the holder of such Debenture when surrendered for conversion shall be entitled to payment in effect cash of the interest accrued to the date of conversion, which shall be paid on the Conversion Datenext interest payment date. No fractional shares will be issued upon conversion, but if the conversion but results in a cash adjustment fractional interest, an amount equal to the market value of such fractional interest, will be made for any fractional interestpaid in cash. The outstanding principal amount conversion price and number of any Security Shares issued upon conversion of this Debenture may be subject to adjustment from time to time as follows: (a) If the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend in Common Stock, the conversion ratio in effect immediately prior to such record date shall be reduced proportionately increased, such adjustment to become effective immediately after the opening of business on the date following such record date; (b) If the Company shall subdivide the outstanding Common Stock into a greater number of shares or combine the outstanding shares into a smaller number of shares, or issue by the portion reclassification any of the principal amount thereof converted into its shares of Common Stock, the conversion ratio shall be adjusted so that the holder of the Debenture thereafter surrendered for conversion shall be entitled to receive after the occurrence of any of the events described the number of shares of Common Stock to which the holder would have been entitled had such Debenture been converted immediately prior to the occurrence of such event, such adjustment to become effective immediately after the opening of business on the date following the date upon which such subdivision or combination or reclassification, as the case may be, becomes effective; (c) Neither the purchase or other acquisition by the Company of any shares of Common Stock, nor the sale or other disposition by the Company of any Common Stock, warrants, or other securities shall affect any adjustment of the conversion price or be taken into account in computing any subsequent adjustment of the conversion price; and (d) If at any time: (i) The Company proposes to pay any dividend payable in shares upon its Common Stock or make any distribution, including a cash or property dividend, out of earnings or earned surplus, to the holders of its shares; (ii) The Company proposes to enter into any plan of capital reorganization or of reclassification of the Common Stock of the Company; or (iii) The Company proposes to merge, consolidate or encumber or sell all or substantially all of its assets other than in the ordinary course of business, then, in any one or more of said cases, the Company shall cause notice to be mailed to the registered holder of this Debenture at the address of such holder set forth in the registration records of the Company. Such notice shall be solely for the convenience of such registered holder and shall not be a condition precedent to, nor shall any defect therein or failure in connection therewith affect the validity of, the action proposed to be taken by the Company. Such notice shall be mailed, at least 20 days prior to which the books of the Company shall close, or a record date shall be taken for such dividend, share split or reclassification, consolidation, merger, or sale of properties and assets, as the case may be. Such notice shall specify such record date for the closing of the transfer books.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on ________, 20__. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior Redemption Date. The number of shares of Class A Common Stock to be delivered upon conversion of a Security into Class A Common Stock per $1,000 of Principal Amount shall be equal to the corresponding Redemption Date), Conversion Rate then in effect. A Security in respect of which a Holder has delivered a Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into shares of Fleetwood Common Stock at the Indenture. The initial conversion price of $[Conversion Rate is ___] ___ shares of Class A Common Stock per share of Fleetwood Common Stock$1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. To convert convert, a Security, Security a Holder must (1) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially to the Conversion Agent (or the office or agency referred to in Section 4.05 of the form attached heretoIndenture), (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class A Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount attributable to the period from the Issue Date to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with any cash payment in lieu of fractional interestshares) in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period of 60 days at less than the portion Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Common Stockthe Company or another person.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on June 28, 2020. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 7.4603 shares of Fleetwood Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional interestdividends on the Common Stock except as provided in the Indenture. The outstanding principal amount On conversion of any a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be reduced by canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted into pursuant to the terms hereof; and the fair market value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. The Conversion Rate will be adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights to purchase Common Stock for a period expiring within 60 days at less than the Quoted Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to and in compliance with the provisions of the IndentureIndenture (including, without limitation, the conditions to conversion of this Security set forth in Section 10.1 thereof), a Holder of any Security has the rightis entitled, exercisable at any time prior to the close of business (New York time) on the date of the Securitysuch Holder's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)option, to convert the principal amount thereof Holder's Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $22) 1,000), into fully paid and nonassessable shares of Fleetwood Common Stock at the Conversion Price in effect at the time of conversion. The Company will notify Holders of any event triggering the right to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Purchase Notice or Change of Control Purchase Notice, as the case may be, exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Purchase Notice or Change of Control Purchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. The initial conversion price of Conversion Price is $[___] per share of Fleetwood Common Stock, 21.28 subject to adjustment under in certain circumstancesevents described in the Indenture. A Holder which surrenders Securities for conversion will receive cash or a check in lieu of any fractional share of Common Stock. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will of Common Stock shall be issued upon conversion but of any Security. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture. No payment or adjustment will be made for any fractional dividends on the shares of Common Stock, except as provided in the Indenture. On conversion of a Security, accrued Tax Original Issue Discount attributable to the period from the Issue Date through the Conversion Date and (except as provided above) accrued contingent interest. The outstanding principal amount of any , if any, with respect to the converted Security shall not be reduced by cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the portion Holder thereof through the delivery of the principal amount thereof Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof. Upon conversion, the Company may choose to deliver, in lieu of Common Stock, cash or a combination of cash and Common Stock in accordance with the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange (ii) reclassifies the Common Stock or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any Person, the right to convert a Security into shares of Common StockStock may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. Subject A Holder may surrender Securities for conversion into shares of Common Stock on a Conversion Date if, as of such Conversion Date, the Closing Sale Price of our Common Stock, for at least 20 trading days in the 30 day period ending on the trading day prior to and in compliance with the provisions Conversion Date is at least 110% of the Indenture, the Conversion Price per share of Common Stock on such preceding trading day. A Holder may also surrender Securities for conversion into shares of any Security has the right, exercisable Common Stock if at any time prior either: (i) the senior implied rating assigned to the close of business Company by ▇▇▇▇▇’▇ Investor Service, Inc. has been downgraded to B2 or below, and (New York timeii) on the date of corporate credit rating assigned to the Security's maturity (orCompany by Standard & Poor’s is downgraded to B or below, for so long as such downgrades remain in the case of Securities effect. In addition, a Holder may surrender for conversion a Security which has been called for redemptionredemption pursuant to Section 5 of this Security, prior to even if the foregoing provisions have not been satisfied, and such Securities may be surrendered for conversion until the close of business on the Business Day prior to the corresponding Redemption Date), to convert ; provided that if the principal amount thereof (or any portion thereof that is an integral multiple Company shall default in payment of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a SecurityRedemption Price, a Holder must may surrender Securities for conversion on or after the related Redemption Date. In the event that the Company elects to distribute to holders of the Company’s Capital Stock (1i) complete and sign a conversion notice substantially certain rights or warrants entitling them to subscribe for or purchase our common stock at less than the Current Market Price as defined in Section 11.11 of the form attached heretoIndenture for such issuance, or, (2ii) cash, debt securities, which distribution has a per share value exceeding 10% of the market price of our common stock as of the trading day immediately preceding the declaration date for such distribution, a Holder may surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security Securities for conversion after on the date the Company gives notice to such Holder of such right, which shall be not less than 15 days prior to the record date for such dividend or distribution, and such Holder may surrender such Securities for conversion at any time thereafter until the close of business on the Regular Record Date for the payment of an installment of interest and Business Day prior to the opening record date or until the Company announces that such distribution shall not take place. Finally, in the event that the Company is a party to a consolidation, merger, transfer or lease of business on all or substantially all of its assets pursuant to which the next Interest Payment DateCommon Stock would be converted into cash, thensecurities or other assets, notwithstanding such conversion, a Holder may surrender Securities for conversion at any time from and after the interest payable on such Interest Payment Date will be paid date which is 15 days prior to the Trust anticipated effective time of the transaction until 15 days after the actual date of such transaction (assuming, in a case in which will distribute such interest the Company’s stockholders may exercise rights of election, that a Holder of Securities would not have exercised any rights of election as to the holder stock, other securities or other property or assets receivable in connection therewith and received per share the kind and amount received per share by plurality of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stocknonelecting shares).

Conversion. Subject Upon satisfaction of the conditions set forth in Section 10.01(a) of the Indenture, a Holder of a Security may convert any portion of the principal amount of any Security that is an integral multiple of $1,000 into cash and fully paid and non-assessable shares (calculated as to and each conversion to the nearest 1/10000th of a share) of Common Stock in compliance accordance with the provisions of Section 10.14 of the Indenture; provided that if such Security is called for redemption, the Holder of any Security has the right, exercisable conversion right will terminate at any time prior to the close of business on the second Business Day immediately preceding the Redemption Date of such Security (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such Default is cured and such Security is redeemed). Such conversion right shall commence on the initial issuance date of the Security's maturity (or, in the case of Securities called for redemption, prior to and expire at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)date of maturity, subject, in the case of conversion of any Global Security, to convert any Applicable Procedures. The Conversion Price shall, as of the date of the Indenture, initially be $24.03 per share of Common Stock. The Conversion Rate shall, as of the date of the Indenture, initially be approximately 41.6146. The Conversion Price and Conversion Rate will be adjusted under the circumstances specified in the Indenture. Upon conversion, no adjustment for interest (including Liquidated Damages, if any) or dividends will be made. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Ten Day Average Closing Stock Price (as defined in the Indenture). Except as provided in Section 10.01(c) of the Indenture, delivery of the Principal Return, Net Shares and cash in lieu of fractional shares shall be deemed to satisfy the Company’s obligation to pay the principal amount thereof of a converted Security and accrued but unpaid interest (including Liquidated Damages, if any) thereon. Any accrued interest (including Liquidated Damages, if any) payable on a converted Security will be deemed paid in full, rather than canceled, extinguished or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstancesforfeited. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached heretoConversion Agent, (2b) surrender the Security to a the Conversion Agent, (3c) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or the Conversion Agent and Agent, (4d) pay any transfer or similar other tax, if requiredrequired and (e) if the Security is held in book-entry form, complete and deliver to the Depositary appropriate instructions pursuant to the Applicable Procedures. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversionrelated interest payment date, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not Security must be accompanied by payment of an amount equal to the interest (including Liquidated Damages, if any) payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by or portion thereof then converted; provided that no such payment shall be required if such Security has been called for redemption on a Redemption Date within the period between close of business on such record date and the opening of business on such interest payment date, or if such Security is surrendered for conversion price in effect on the Conversion Dateinterest payment date. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder has delivered a Repurchase Notice or a Change of Control Repurchase Notice exercising the principal amount thereof option of such Holder to require the Company to repurchase such Security as provided in Section 3.08 or Section 3.09, respectively, of the Indenture may be converted into shares only if such notice of Common Stockexercise is withdrawn in accordance with the terms of the Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the this Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock at the initial conversion rate of 3.5714 shares of Common Stock for each Security (equivalent to a conversion price of $[___] 14.00 per share of Fleetwood Common StockStock of the Company), subject to adjustment under certain circumstances, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Redemption Date. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the this Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the this Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute registered Holder of such interest to the holder of the applicable Trust Securities at the close of business Security on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionRegular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the this Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the corresponding Redemption Date), Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is . shares of Fleetwood Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common stock (and cash in lieu of fractional shares of Common Stock) in accordance with Article 11 of the Indenture, whether or not the Company has delivered a notice pursuant to Section 11.02 to the effect that the Securities will be paid in cash. The amount of cash to be paid for each $1,000 Principal Amount of a Security shall be equal to the Sale Price of a share of Common Stock on the Trading Day immediately prior to the related Conversion Date multiplied by the Conversion Rate in effect on such Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the terms of Article 11 of the Indenture (other than cash in lieu of fractional shares) if there has occurred (prior to, on or after, as the case may be, the Conversion Date or the date on which the Company delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such payment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on the conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, Security a Holder must (1i) complete and manually sign the conversion notice on the back of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary", which term includes any successor thereto) the appropriate instruction form for conversion notice substantially in the form attached heretopursuant to DTC's book entry conversion program, (2ii) surrender the Security to a Conversion AgentAgent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to DTC's book entry conversion program), (3iii) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4iv) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on to the Conversion DateAgent may be made by any financial institution that is a participant in DTC; conversion through DTC's book entry conversion program is available for any security that is held in an account maintained at DTC by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid), to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount of any Security shall Conversion Rate will be reduced by the portion of the principal amount thereof converted into shares adjusted for dividends or distributions on Common Stock payable in Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of Common Stock; distributions to all holders of Common Stock of certain rights, warrants or options to purchase Common Stock for a period expiring within 60 days at less than the Sale Price at the Time of Determination; and distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the A Holder of a Security may convert the principal amount of such Security (or any Security has the right, exercisable portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into shares of Common Stock at any time prior to the close of business (New York time) on June 1, 2008; provided, however, that if the date of the Security's maturity (or, in the case of Securities Security is called for redemptionredemption or subject to purchase upon a Change in Control, prior to the conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date), to convert as the principal amount thereof case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). The initial conversion price of Conversion Price is $[___] 70.23 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof which are either (i) called for redemption or (ii) subject to purchase following a Change in Control, in either case, on a date during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the portion Company. If the Company defaults in the payment of interest payable on such interest payment date, the principal amount thereof converted into shares of Common Stock.Company shall promptly repay

Conversion. Subject In addition to and in compliance with without limiting the provisions rights of the Indenture---------- Holder under the terms of this Warrant, the Holder shall have the right to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock as provided in this subsection 1.c. The Holder may exercise this Conversion Right on any date during the Exercise Period (the "Conversion Date") by surrendering this Warrant as described in subsection 2.b. above, together with a notice of conversion, the form of which is attached hereto as Exhibit II. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the "Converted Warrant Shares"), the Company shall deliver to the Holder (without payment by the Holder of any Security has the right, exercisable at exercise price or any time prior cash or other consideration) (x) that number of Warrant Shares equal to the close quotient obtained by dividing the value of business this Warrant (New York timeor the specified portion hereof) on the date Conversion Date by (y) the Fair Market Value of the Security's maturity (or, in the case one share of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount value of any Security this Warrant shall be reduced determined by subtracting (A) the portion aggregate Exercise Price of the principal amount thereof converted into Converted Warrant Shares on the Conversion Date from (B) the aggregate Fair Market Value (as defined below) of the Converted Warrant Shares on the Conversion Date. Expressed as a formula, the number of Warrant Shares issuable upon such conversion shall be computed as follows: B-A X = --- Y Where: X = the number of shares of Common StockStock that may be issued to Holder Y = the Fair Market Value of one share of Common Stock A = the aggregate Exercise Price (i.e., Converted Warrant Shares multiplied by the Exercise Price) B = the aggregate Fair Market Value (i.e., Converted Warrant Shares multiplied by the Fair Market Value) The Fair Market Value per share of Common Stock shall be determined as follows: i. If the Common Stock is listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board, or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the last reported sale price per share of Common Stock thereon on the Conversion Date; or, if no such price is reported on such date, such price on the next preceding business day; or, if no such price is reported on such date, the average of the mean of the high closing bid and the low closing asked prices for the three preceding business days (provided that if no such price is reported for the three preceding business days, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (ii)). ii. If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the Nasdaq Bulletin Board or another nationally recognized exchange or trading system as of the Conversion Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company). Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Conversion Date, then (A) the Fair Market Value per share of Common Stock shall be the amount next determined by the Board of Directors to represent the fair market value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the Company), and (B) the exercise of this Warrant pursuant to this subsection 2.c. shall be delayed for a period of up to one month until such determination is made.

Conversion. Subject a Security may convert the principal amount of such Security (or any portion thereof equal to and $1,000 or any integral multiple of $1,000 in compliance with the provisions excess thereof) into shares of the Indenture, the Holder of any Security has the right, exercisable Common Stock at any time prior to the close of business (New York time) on July 1, 2006; provided, however, that if the date of the Security's maturity (or, in the case of Securities Security is called for redemptionredemption or subject to purchase upon a Change in Control, prior to the conversion right will terminate at the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date or the Change in Control Purchase Date), to convert as the principal amount thereof case may be, for such Security or such earlier date as the Holder presents such Security for redemption or purchase (unless the Company shall default in making the redemption payment or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock Change in Control Purchase Price, as the case may be, when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed or purchased). The initial conversion price of Conversion Price is $[___] 18.7206 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security or portion thereof converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the Closing Price (as defined in the Indenture) of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to a Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish appropriate endorsements and transfer documents if required by a Registrar or a Conversion Agent, and (d) pay any transfer or similar tax, if required. Securities so surrendered for conversion (in whole or in part) during the period from the close of business on any fractional interest. The outstanding regular record date to the opening of business on the next succeeding interest payment date (excluding Securities or portions thereof called for redemption or subject to purchase upon a Change in Control on a Redemption Date or Change in Control Purchase Date, as the case may be, during the period beginning at the close of business on a regular record date and ending at the opening of business on the first Business Day after the next succeeding interest payment date, or if such interest payment date is not a Business Day, the second such Business Day) shall also be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such interest payment date on the principal amount of any such Security then being converted, and such interest shall be reduced payable to such registered Holder notwithstanding the conversion of such Security, subject to the provisions of this Indenture relating to the payment of defaulted interest by the Company. If the Company defaults in the payment of interest payable on such interest payment date, the Company shall promptly repay such funds to such Holder. A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof. A Security in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Security may be converted into shares only if the Change in Control Purchase Notice is withdrawn in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business (5:00 p.m. New York City time) , on or prior to the date of the Security's maturity (Tender Notification Date or, in the case event of a Convertible Remarketing which does not fail, from and after the Reset Date through October [ ], 2029 (except that Securities called for redemption, redemption by the Company will be convertible at any time prior to the close of business 5:00 p.m., New York City time, on the Business Day prior to the corresponding any Redemption Date), ) to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock. Prior to the Reset Date, each Security is convertible, at the option of the Holder into [ ] shares of Common Stock at the initial for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $[___[ ] per share of Fleetwood Common Stock). On and after the Reset Date, the Securities may, at the option of the Company and subject to the results of the Remarketing, become nonconvertible or convertible into a different number of shares of Common Stock. The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at 5:00 p.m. New York City time on the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute registered Holder of such interest to the holder of the applicable Trust Securities at the close of business Security on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionRegular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with a Security may convert the provisions Security into shares of the Indenture, the Holder of any Security has the right, exercisable Common Stock at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to until the close of business on the Business Day prior to the corresponding Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption DateDate for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 8.6075 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. A Holder may convert a portion of a Security if the principal amount thereof (Principal Amount of such portion is $1,000 or any portion thereof that is an integral multiple of $221,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) into attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Fleetwood Common Stock at (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the initial conversion extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of $[___] per share of Fleetwood the Common Stock, subject Stock on the Trading Day immediately prior to adjustment under certain circumstancesthe Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions of the Indenture, the A Holder of any a Security has may convert the right, exercisable Security into shares of Common Stock at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to until the close of business on the Business Day prior to the corresponding Stated Maturity; provided, however, that if the Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Rate is 9.9970 shares of Common Stock per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. If the Company exercises its option pursuant to Section 1801 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date), or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the principal amount thereof (Principal Amount of such portion is $1,000 or any portion thereof that is an integral multiple of $221,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) into attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Fleetwood Common Stock at (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the initial conversion extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of $[___] per share of Fleetwood the Common Stock, subject Stock on the Trading Day immediately prior to adjustment under certain circumstancesthe Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) furnish appropriate endorsements or transfer documents if required by surrender the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.the

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Securities, whether at maturity or upon redemption (either at the Security's maturity (or, in option of the case of Securities called for redemption, prior Company or pursuant to the close of business on the Business Day prior to the corresponding Redemption Datea Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into fully paid and nonassessable shares of Fleetwood Common Stock of the Company at the an initial conversion rate of [ ] shares of Common Stock for each $50 in aggregate principal amount of Securities (equal to a conversion price of $[___[ ] per share of Fleetwood Common Stock), subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock. To convert a Security, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Security to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company 110 Request or, if then held by the Company, shall be discharged from such trust.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security has the right, exercisable at any time prior to the close of business (5:00 p.m., New York City time) , on the date of the Security's maturity (orJune 1, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)2029, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2250) into shares of Fleetwood Common Stock at the initial conversation rate of 2.4465 shares of Class A Common Stock for each $50 in aggregate principal amount of Securities (equivalent to a conversion price of $[___] 20.4375 per share of Fleetwood Class A Common StockStock of the Company). The conversion ratio and equivalent conversion price in effect at any time are known as the "Applicable Conversion Price" and the "Applicable Conversion Ratio," respectively, and are subject to adjustment under certain circumstances. If a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the corresponding Redemption Date, unless the Company defaults in making the payment due upon redemption. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute registered Holder of such interest to the holder of the applicable Trust Securities at the close of business Security on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionRegular Record Date. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Applicable Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Class A Common Stock.

Conversion. Subject The Holders of Trust Securities, subject to and the limitations set forth in compliance with this Section, shall have the provisions of the Indenture, the Holder of any Security has the right, exercisable right at any time prior to the Conversion Expiration Date, at their option, to cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into shares of Common Stock in the manner described herein on and subject to the following terms and conditions: (i) The Trust Securities will be convertible into fully paid and nonassessable shares of Common Stock pursuant to the Holder's direction to the Conversion Agent to exchange such Trust Securities for a portion of the Debentures, and immediately convert such amount of Debentures into fully paid and nonassessable shares of Common Stock at an initial rate of 2.6876 shares of Common Stock for each Trust Security (which is equivalent to a conversion price of $18.604 per $50 principal amount of Debentures), subject to certain adjustments set forth in the Indenture (as so adjusted, "Conversion Price"). (ii) In order to convert Trust Securities into Common Stock, the Holder of such Trust Securities shall submit to the Conversion Agent an irrevocable Notice of Conversion to convert Trust Securities on behalf of such Holder, together, if the Trust Securities are in certificated form, with such certificates. The Notice of Conversion shall (i) set forth the number of Trust Securities to be converted and the name or names, if other than the Holder, in which the shares of Common Stock should be issued and (ii) direct the Conversion Agent (a) to exchange such Trust Securities for a portion of the Debentures held by the Property Trustee (at the rate of exchange specified in the preceding paragraph) and (b) to immediately convert such Debentures, on behalf of such Holder, into Common Stock (at the conversion rate specified in the preceding paragraph). The Conversion Agent shall notify the Property Trustee of the Holder's election to exchange Trust Securities for a portion of the Debentures held by the Property Trustee and the Property Trustee shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Debentures for exchange in accordance with this Section. The Conversion Agent shall thereupon notify the Depositor of the Holder's election to convert such Debentures into shares of Common Stock. Holders of Trust Securities at the close of business (New York time) on a Distribution payment record date will be entitled to receive the Distribution paid on such Trust Securities on the corresponding Distribution Date notwithstanding the conversion of such Trust Securities following such record date but prior to such Distribution Date. Except as provided above, neither the Trust nor the Depositor will make, or be required to make, any payment, allowance or adjustment upon any conversion on account of any accumulated and unpaid Distributions whether or not in arrears accrued on the Security's maturity (orTrust Securities surrendered for conversion, in or on account of any accumulated and unpaid dividends on the case shares of Common Stock issued upon such conversion. Trust Securities called for redemption, shall be deemed to have been converted immediately prior to the close of business on the Business Day prior day on which an irrevocable Notice of Conversion relating to such Trust Securities is received by the Conversion Agent in accordance with the foregoing provision (the "Conversion Date"). The Person or Persons entitled to receive the Common Stock issuable upon conversion of the Debentures shall be treated for all purposes as the record holder or holders of such Common Stock on the date of conversion. As promptly as practicable on or after the Conversion Date, the Depositor shall issue and deliver at the office of the Conversion Agent a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same, unless otherwise directed by the Holder in the notice of conversion and the Conversion Agent shall distribute such certificate or certificates to such Person or Persons. (iii) On and after December 2, 1999, the Depositor may, at its option, cause the conversion rights of holders of the Debentures (and the corresponding Redemption Date)conversion rights of Holders of Trust Securities) to expire; provided, to convert however, that the principal amount thereof (or Depositor may exercise this option only if for 20 trading days within any portion thereof that is an integral multiple period of $22) into shares 30 consecutive trading days, including the last trading day of Fleetwood such period, the Current Market Price of Common Stock at exceeds 120% of the initial Conversion Price. In order to exercise its option to terminate the conversion price rights of $[___] per share of Fleetwood Common Stockthe Debentures, subject to adjustment under certain circumstances. To convert the Depositor must issue a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made press release for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business publication on the Regular Record Dow ▇▇▇▇▇ News Service announcing the Conversion Expiration Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Datesecond trading day after any period in which the condition in the preceding sentence has been met, thenbut in no event prior to December 2, notwithstanding such conversion, 1999. The press release shall announce the interest payable on such Interest Payment Conversion Expiration Date will be paid to the Trust (which will distribute such interest may not occur sooner than 30 nor more than 60 days after the Depositor issues the press release announcing its intention to terminate the holder conversion rights of the applicable Trust Securities Debentures) and provide the current Conversion Price and Current Market Price of Common Stock, in each case as of the close of business on the trading day next preceding the date of the press release. Conversion rights will terminate at the close of business on the Conversion Expiration Date. The Depositor, or at the request of the Depositor, the Property Trustee shall send notice of the expiration of conversion rights by first-class mail to the Holders of the Trust Securities and the holders of the Debentures not more than four Business Days after the Depositor issues the press release or, if the Property Trustee is requested to send such record datenotice, which shall be on the date of such press release, after the Depositor delivers written instructions to the Property Trustee containing the information required by the next sentence to be in the notice. Such mailed notice of the expiration of the conversion rights of the Holders shall state: (A) or to such other person the Conversion Expiration Date; (B) the Conversion Price of the Trust Securities and the Current Market Price of the Common Stock, in whose name the Securities are registered at each case as of the close of business on the Business Day next preceding the date of the notice of expiration of the conversion rights of the Holders; (C) the place or places at which Trust Securities may be surrendered prior to the Conversion Expiration Date for certificates representing shares of Common Stock; and (D) such record date, other information or instructions as the case may beDepositor deems necessary or advisable to enable a Holder to exercise its conversion right hereunder. No defect in the notice of expiration of the conversion rights of the Holders or in the mailing thereof with respect to any Trust Security shall affect the validity of such notice with respect to any other Trust Security. As of the close of business on the Conversion Expiration Date, despite such conversionthe Debentures (and correspondingly, the Trust Securities) shall no longer be convertible into Common Stock. In the event that the Depositor does not exercise its option to terminate the conversion rights of the Debentures, the Conversion expiration Date with respect to the Trust Securities will be the close of business two Business Days preceding the date set for redemption of the Trust Securities upon the mandatory or optional redemption of the Debentures. (iv) Each Holder of a Trust Security by its acceptance thereof initially, pursuant to the Amended and Restated Trust Agreement of the Old Trust, appointed IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company not in its individual capacity but solely as conversion agent (the "Conversion Agent") for the purpose of effecting the conversion of Trust Securities in accordance with this Section. IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, not in its individual capacity but solely as Conversion Agent shall remain the Conversion Agent under this Trust Agreement. In effecting the conversion and transactions described in this Section, the Conversion Agent shall be acting as agent of the Holders of Trust Securities directing it to effect such eventconversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Debentures held by the Trust in connection with the conversion of such Trust Securities in accordance with this Section and (ii) to convert all or a portion of the Debentures into Common Stock and thereupon to deliver such shares of Common Stock in accordance with the provisions of this Section and to deliver to the Property Trustee any new Debenture or Debentures for any resulting unconverted principal amount delivered to the Conversion Agent by the Debenture Trustee. (v) No fractional shares of Common Stock will be issued as a result of conversion, but, in lieu thereof, such Security, when surrendered for conversion, need not fractional interest will be accompanied paid in cash by payment of the Depositor to the Conversion Agent in an amount equal to the interest payable on Current Market Price of the fractional share of the Common Stock, and the Conversion Agent will in turn make such Interest Payment Date on payment to the portion Holder or Holders of Trust Securities so converted. The number of shares issuable upon conversion of a Security is determined by dividing . (vi) Nothing in this Section 4.3 shall limit the principal amount requirement of the Security converted by Trust to withhold taxes pursuant to the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion terms of the principal amount thereof converted into shares Trust Securities or as set forth in this Agreement or otherwise required of Common Stockthe Property Trustee or the Trust to pay any amounts on account of such withholdings.

Conversion. Subject to and in compliance with the provisions (a) The holder of the Indenture, the Holder of any this Security has the right, exercisable is entitled at any time prior to and before the close of business on March 15, 2005 (New York timeor, in case this Security or a portion hereof is called for redemption or the holder hereof has exercised his right to require the Company to repurchase this Security or a portion hereof, then in respect of this Security or such portion hereof, as the case may be, until and including, but (unless the Company default in making the payment due upon redemption or repurchase, as the case may be) not after, the close of business on the redemption date or the Repurchase Date, as the case may be) to convert this Security (or any Portion of the principal amount hereof that is an integral multiple of $1,000), into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company), at the rate of 62.8931 shares of Company Stock for each $1,000 principal amount of Security (or at the current adjusted rate if an adjustment has been made as provided below) (the "Conversion Rate") by surrender of this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office, accompanied by written notice to the Company that the holder hereof elects to convert this Security (or if less than the entire principal amount hereof is to be converted, specifying the portion hereof to be converted). Upon surrender of this Security for conversion, the holder will be entitled to receive the interest accruing on the principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividend on the Common Stock issued on conversion hereof. No fractions of shares or scrip representing fraction of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay cash adjustment, computed on the basis of the Closing price of the Common Stock on the date of the Security's maturity (conversion, or, at its option, the Company shall round up the next higher whole share. (b) The Conversion Rate shall be subject to adjustments from time to time as follows: (1) In case the Company shall pay or make a dividend or other distribution on any class of capital stock of the Company payable in shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the Determination Date for such dividend or other distribution shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date and the denominator shall be the sum of such number of shares and the total number of shares constitution such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock field in the treasury of the Company. (2) Subject to the last sentence of paragraph (7) of this Section 2(b), in case the Company shall issue rights, options or warrants to all holders of Securities called its Common Stock entitling them to subscribe for redemptionor purchase shares of Common Stock at a price per share less than the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on the Determination Date for such distribution (other than Common Stock issued pursuant to employee stock option or stock incentive plans), the Conversion Rate in effect at the opening of business on the (lay following such Determination Date shall be increased by dividing such Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock which the aggregate of the offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such current market price and the denominator shall be the number of shares of Common Stock outstanding at the close of business on such Determination Date plus the number of shares of Common Stock so offered for subscription or purchase, such increase to become effective immediately after the opening of business on the day following such Determination Date. For the purposes of this paragraph (2), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not issue any rights, options or warrants in respect of shares of Common Stock held in the treasury of the Company. (3) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (4) Subject to the last sentence of paragraph (7) of this 2(b), in case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of any class of capital stock, or other property (including securities, but excluding (i) any rights, options or warrants referred to in paragraph (2) of this Section 2(b) (ii) any dividend or distribution paid exclusively in cash, (iii) any dividend or distribution referred to in paragraph (1) of this Section 2(b) and (iv) any merger or consolidation to which Section 2(h) applies), the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the close of business on the Business Day prior to Determination Date for such distribution by a fraction of which the corresponding Redemption Datenumerator shall be, the current market price per share (determined as provided in paragraph (8) of this Section 2(b), to convert ) of the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at on such Determination Date less the initial conversion then fair market value (as determined in good faith by the Board of Directors of the Company) of the portion of the assets, shares or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator shall be such current market price of $[___] per share of Fleetwood the Common Stock, subject such adjustment to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and become effective immediately prior to the opening of business on the next Interest Payment day following such, Determination ]Date. If the Board of Directors determines the fair market value of any distribution for purposes of this paragraph (,4) by reference to the actual or when issued trading market for any securities comprising such distribution, it must in doing so consider the prices in such market over the same period used in computing the current market price per share pursuant to paragraph (8) of this Section 2(b). (5) In case the Company shall, by dividend or otherwise, make a (,ash Distribution, then, notwithstanding and in each such conversioncase, immediately after the close of business on the Determination Date for such Cash Distribution, the interest payable on such Interest Payment Date will Conversion Rate shall be paid adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in effect immediately prior to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record dateDetermination Date by a fraction (a) the numerator of which shall be equal to the current market price per share (determined as provided in paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date less an, amount equal to the quotient of (1) the amount of such Cash Distribution divided by (2) the number of shares of Common Stock outstanding on such Determination Date and (b) the denominator of which shall be equal to the current market price per share (determined as provided by paragraph (8) of this Section 2(b)) of the Common Stock on such Determination Date. (6) In case the Company or any Subsidiary shall make an Excess Purchase Payment, then, and in each such case, immediately prior to the opening of business on the day after the tender offer in respect of which such other person Excess Purchase Payment is to be made expires, the Conversion Rate shall be adjusted so that the same shall equal the rate determined by dividing the Conversion Rate in whose name the Securities are registered at effect immediately prior to the close of business on the Determination Date for such record datetender offer by a fraction (a) the numerator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding (including any tendered shares) at such Determination Date less (B) the amount of such Excess Purchase Payment and (b) the denominator of which shall be equal to the product of (X) the current market price per share of the Common Stock (determined as provided in paragraph (8) of this Section 2(b) as of such Determination Date multiplied by (Y) the number of shares of Common Stock outstanding (including any tendered shares) as of the Determination Date less the number of all shares validly tendered and not withdrawn as of the Determination Date. (7) The reclassification of Common Stock into securities other than Common Stock (other than any reclassification upon a consolidation or merger to which Section 2(h) applies) shall be deemed to involve (a) a distribution of such securities other than Common Stock to all holders of Common Stock (and the effective date of such reclassification shall be deemed to be the Determination Date), and (b) a subdivision or combination, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter (and the effective date of such reclassification shall be deemed to be "the day upon conversion which such subdivision becomes effective" or "the day upon which such combination becomes effective", as the case may be, and "the day upon which such subdivision or combination becomes effective" within the meaning of a Security is determined by dividing the principal amount paragraph (3) of the Security converted this Section 2(b)). Rights or warrants issued by the conversion price in effect on Company to all holders of its Common Stock entitling the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made holders thereof to subscribe for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into or purchase shares of Common Stock, which rights or warrants (i) are deemed to be transferred with such shares of Common Stock, (ii) are not exercisable and (iii) are :also issued in respect of future issuances of Common Stock, in each case in clauses (i) through (iii) until the occurrence of a specified event or events ("Trigger Event"), shall for purposes of this Section 2(b) not be deemed issued until the occurrence of the earliest Trigger Event. (8) For the purpose of any computation under paragraphs (2), (4), (5) or (6) of this Section 2(b) the current market price per share of Common Stock on any date shall be calculated by the Company and be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days selected by the Company commencing not more than 10 Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex" date with respect to the issuance or distribution requiring such computation. For purposes of this paragraph, the term "ex" date, when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way in the applicable securities market or on the applicable securities exchange without the right to receive such issuance or distribution. (9) No adjustment in the Conversion Rate shill be required unless such adjustment (plus any adjustments not previously made by reason of this paragraph (9)) would require an increase or decrease of at least one percent in such rate; PROVIDED, HOWEVER, that any adjustments which by reason of this paragraph (9) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest hundredth of a share, as the case may be. (10) The Company may make such increases in the Conversion Rate, for the remaining term of the Securities or any shorter term in addition to those required by paragraph (10, (2), (3), (4), (5) and (6) of this Section 2(b) as it considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. (11) In addition to the foregoing adjustments, as of the opening of business on the reset Date, the Conversion Rate will be adjusted to equal $1,000 divided by the product of 1.20 and the average Closing Price of the Common Stock for the immediately preceding five Trading Days, provided that such Conversion Rate computed pursuant to this paragraph (11) shall not be less than 52.4109 nor exceed 78.6164. The adjustment required pursuant to this paragraph (11) will not be subject to the limitation set forth in paragraph (9) of this Section 2(b). Upon surrender of this Security to the Company at any time after the Reset Date, the Company will issue in exchange a new Security of like tenor and principal amount, but restated to reflect the new Conversion Rate. (c) Whenever the Conversion Rate is adjusted as provided in Section 2(b), the Company shall compute the adjusted Conversion Rate in accordance with Section 2(b) and shall prepare a certificate signed by the chief financial officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and shall promptly deliver such certificate to the holder of this Security. (d) In case: (1) the Company shall declare a dividend or other distribution on its Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 2(b); or (2) the Company shall authorize the granting to the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than Common Stock issued pursuant to employee stock option or stock incentive plans); or (3) of any reclassification of the Common Stock of the Company, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, sale, transfer or lease of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company's outstanding shares of Common Stock (or shall amend any such tender offer); then the Company shall cause to be delivered to the holder of this Security, at least 20 days (or 10 days in any case specified in clause (1) OR (2) above) prior to the applicable record, expiration or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common-Stock of record to be entitled to such dividend, distribution,, rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender off

Conversion. Subject Series C Preferred Shares shall automatically convert into Common Shares, as follows: (a) If the Corporation fails to send to the holders of Series C Preferred Shares a Redemption Notice or sends a Conversion Notice as provided in Section 5(a), each Series C Preferred Share will automatically be converted into the number of fully paid and in compliance with non-assessable Common Shares obtained by dividing the provisions aggregate Liquidation Preference of such Series C Preferred Shares by the Indenture, the Holder Conversion Price. (i) Holders of any Security has the right, exercisable Series C Preferred Shares at any time prior to the close of business on any Dividend Payment Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the conversion thereof (New York time) on and of any accrued and unpaid dividends to the date of conversion) following such Dividend Payment Record Date and prior to such Dividend Payment Date. A holder of Series C Preferred Shares on a Dividend Payment Record Date whose Series C Preferred Shares are converted into Common Shares on such Dividend Payment Date will receive the Security's maturity dividend payable by the Corporation on such Series C Preferred Shares on such date, and the converting holder need not pay to the Corporation the amount of such dividend upon conversion. (or, in the case of Securities called for redemption, b) Each conversion shall be deemed to have been effected immediately prior to the close of business on the Business Day prior Election Date, and the person or persons in whose name or names any Common Shares shall be issuable upon such conversion shall be deemed to have become the corresponding Redemption Date)holder or holders of record of the Common Shares represented thereby at such time on such date, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock and such conversion shall be at the initial conversion price Conversion Price in effect at such time and on such date unless the stock transfer books of $[___] per share the Corporation shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after record at the close of business on the Regular Record Date next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such notice of conversion shall have been received by the Corporation. (c) No fractional shares or scrip representing fractions of Common Shares shall be issued upon conversion of the Series C Preferred Shares. Instead of any fractional interest in a Common Share that would otherwise be deliverable upon the conversion of a Series C Preferred Share, the Corporation shall pay to the holder of such Series C Preferred Share an amount in cash based upon the Current Market Price of Common Shares on the Trading Day immediately preceding the date of conversion. If more than one Series C Preferred Share shall be converted at one time by the same holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series C Preferred Shares so surrendered. (d) The Fixed Conversion Price shall be adjusted from time to time as follows: (i) If, after the Issue Date, the Corporation (A) pays a dividend or make a distribution on its shares of capital stock in Common Shares, (B) subdivides its outstanding Common Shares into a greater number of shares, (C) combines its outstanding Common Shares into a smaller number of shares or (D) issues any shares of capital stock by reclassification of its Common Shares (the events set forth in clauses (A), (B), (C) and (D) above being hereinafter referred to as the “Common Share Events”), the Fixed Conversion Price shall be adjusted so that the holder of any Series C Preferred Share thereafter surrendered for conversion shall be entitled to receive the payment number of an installment Common Shares that such holder would have owned or have been entitled to receive after the happening of interest and any of any Common Share Event, had such Series C Preferred Share been converted immediately prior to the record date in the case of a dividend or distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subparagraph (i) shall become effective immediately upon the opening of business on the day next Interest Payment following the record date (subject to paragraph (h) below) in the case of a dividend or distribution and shall become effective immediately upon the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If, after the Issue Date, thenthe Corporation issues rights, notwithstanding options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below in this subparagraph (ii)) to subscribe for or purchase Common Shares at a price per share less than the Current Market Price per Common Share on the record date for the determination of stockholders entitled to receive such conversionrights, options or warrants, then the Fixed Conversion Price shall be adjusted to equal the price determined by multiplying (A) the Fixed Conversion Price by (B) a fraction, the interest payable numerator of which shall be the sum of (I) the number of Common Shares outstanding on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the date fixed for such record datedetermination and (II) the number of Common Shares that the aggregate proceeds to the Corporation from the exercise of such rights, options or to warrants for Common Shares would purchase at such other person in whose name Current Market Price, and the Securities are registered at denominator of which shall be the sum of (I) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (II) the number of additional Common Shares offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately upon the opening of business on the day next following such record date (subject to paragraph (h) below). In determining whether any rights, options or warrants entitle the holders of Common Shares to subscribe for or purchase Common Shares at less than such Current Market Price, there shall be taken into account any consideration received by the Corporation upon issuance and upon exercise of such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors, whose determination shall be conclusive, absent manifest error. (iii) If the Corporation distributes to all holders of its Common Shares any shares of capital stock of the Corporation (other than Common Shares), evidence of its indebtedness or assets or cash dividends in excess of $0.11 in any month or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in and treated under subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the “Securities”), then in each case the Fixed Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (A) the Fixed Conversion Price by (B) a fraction, the numerator of which shall be the Current Market Price per Common Share on the record date mentioned below less the then fair market value (as determined by the Board of Directors, whose determination shall be conclusive, absent manifest error) of the portion of the shares of capital stock or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Share, and the denominator of which shall be the Current Market Price per Common Share on the record date mentioned below. Such adjustment shall become effective immediately upon the opening of business on the day next following (subject to paragraph (h) below) the record date for the determination of stockholders entitled to receive such distribution. For the purposes of this subparagraph (iii), the distribution of a Security, which is distributed not only to the holders of the Common Shares on the date fixed for the determination of stockholders entitled to such distribution of such Security, but also is required to be distributed with each Common Share delivered to a Person converting a Series C Preferred Share after such determination date, shall not require an adjustment of the Fixed Conversion Price pursuant to this subparagraph (iii); provided that on the date, if any, on which a person converting a Series C Preferred Share would no longer be entitled to receive such Security with a Common Share (other than as a result of the termination of all such Securities), a distribution of such Securities shall be deemed to have occurred, and the Fixed Conversion Price shall be adjusted as provided in this subparagraph (iii) (and such day shall be deemed to be “the date fixed for the determination of the stockholders entitled to receive such distribution” and “the record date” within the meaning of the two preceding sentences). The occurrence of a distribution or the occurrence of any other event as a result of which holders of Series C Preferred Shares shall not be entitled to receive rights, including exchange rights (the “Rights”), pursuant to any stockholders protective rights agreement (the “Agreement”) that may be adopted by the Corporation as if such holders had converted such shares into Common Shares immediately prior to the occurrence of such distribution or event shall not be deemed a distribution of Securities for the purposes of any Fixed Conversion Price adjustment pursuant to this subparagraph (iii) or otherwise give rise to any Fixed Conversion Price adjustment pursuant to this Section 7; provided, however, that in lieu of any adjustment to the Fixed Conversion Price as a result of any such a distribution or occurrence, the Corporation shall make provision so that Rights, to the extent issuable at the time of conversion of any Series C Preferred Shares into Common Shares, shall issue and attach to such Common Shares then issued upon conversion in the amount and manner and to the extent and as provided in the Agreement in respect of issuances at the time of Common Shares other than upon conversion. (iv) If, at any time or from time to time after the Issue Date, the Corporation issues or sells any Common Shares (other than in connection with any underwritten public offering and issuances to unaffiliated third parties for an acquisition on an arm’s-length basis) (“Additional Shares”) for a consideration per share that is less than the Current Market Price on the Business Day immediately preceding the earlier of the issuance or sale, or public announcement of the issuance or sale, of such Additional Shares, then the Fixed Conversion Price shall be reduced to an amount determined by multiplying the Fixed Conversion Price by a fraction of which (x) the numerator is the sum of (i) the product of (A) the number of Common Shares outstanding immediately prior to such issuance or sale multiplied by (B) the greater of (1) the Fixed Conversion Price and (2) the Closing Price on the date preceding the earlier of the issuance or sale or public announcement of the issuance or sale of such Additional Shares (the greater of (1) and (2) above hereinafter referred to as the “Adjustment Price”) and (ii) the aggregate consideration receivable by the Corporation for the total number of Common Shares so issued or sold, and (y) the denominator equals the product of (i) the sum of (A) the total number of Common Shares outstanding immediately prior to such issuance or sale and (B) the number of additional Common Shares issued or sold, multiplied by (ii) the Adjustment Price. An adjustment made pursuant to this subparagraph (iv) shall be made on the next Business Day following the date on which any such issuance or sale is made and shall be effective retroactively to the close of business on the date of such issuance or sale. (v) No adjustment in the Fixed Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1 % in such price; provided, however, that any adjustments that by reason of this subparagraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this Section 7 (other than this subparagraph (v)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Shares. Notwithstanding any other provisions of this Section 7, the Corporation shall not be required to make any adjustment of the Fixed Conversion Price for the issuance of any Common Shares pursuant to any plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and the investment of additional optional amounts in Common Shares under such plan. All calculations under this Section 7 shall be made to the nearest cent (with $.005 being rounded upward) or to the nearest one-tenth of a share (with .05 of a share being rounded upward), as the case may be. Anything in this paragraph (d) to the contrary notwithstanding, the Corporation shall be entitled, to the extent permitted by law, to make such reductions in the Fixed Conversion Price, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, reclassification or combination of shares, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other assets (other than cash dividends) hereafter made by the Corporation to its stockholders shall not be taxable. (e) If the Corporation becomes party to any transaction (including without limitation a merger, consolidation, statutory share exchange, self tender offer for all or substantially all Common Shares outstanding, sale of all or substantially all of the Corporation’s assets or recapitalization of the Common Shares but excluding any Common Share Events (each of the foregoing being referred to herein as a “Transaction”), in each case as a result of which Common Shares shall be converted into the right to receive stock, securities or other property (including cash or any combination thereof), each Series C Preferred Share that is not redeemed or converted into the right to receive stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares of stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Shares into which one Series C Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Shares (i) is not a Person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction (provided that if the kind or amount of stock, securities and other property (including cash) receivable upon such Transaction is not the same for each Common Share held immediately prior to such Transaction by other than a Constituent Person or an affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-Electing Share”), then for the purpose of this paragraph (e) the kind and amount of stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-Electing Shares). The Corporation shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this paragraph (e), and it shall not consent or agree to the occurrence of any Transaction until the Corporation has entered into an agreement with the successor or purchasing entity, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount benefit of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion holders of the principal amount thereof converted into shares Series C Preferred Shares that will contain provisions enabling the holders of Common Stock.the Series C Preferred Shares that remain outstanding after s

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2220) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject (a) The Borrowers shall have the option to and in compliance with the provisions convert all or any part of the Indentureoutstanding Eurodollar Loans to Base Rate Loans or to convert all or any part of its Base Rate Loans to Eurodollar Loans. To convert a Loan under this SECTION 3.4.5, the Holder Borrower Representative shall deliver a Notice of any Security has the right, exercisable at any time prior Conversion to the close of business Administrative Agent no later than 12:00 p.m. (New York City time) on at least three (3) Business Days in advance of the proposed conversion date. Promptly after receipt of a Notice of Conversion under this SECTION 3.4.5, the Administrative Agent shall notify each applicable Lender by telex or telecopy, or other similar form of transmission, of the proposed conversion. Any Notice of Conversion shall be irrevocable, and the Borrowers shall be bound to convert in accordance therewith. Any conversion pursuant to this SECTION 3.4.5(A) shall be effective upon the Interest Payment Date next succeeding the date of the Security's maturity applicable Notice of Conversion. In the absence of any Notice of Conversion in accordance herewith, all Loans shall continue to accrue interest as Eurodollar Loans or Base Rate Loans, as applicable for the preceding Interest Period. (orb) All Eurodollar Loans shall have the same LIBOR Period. So long as there is no Default or Event of Default, in the case Borrowers shall have the option on each Adjustment Date to adjust the then-applicable LIBOR Period for all of Securities called for redemptionthe outstanding Eurodollar Loans to a different LIBOR Period. To adjust a LIBOR Period under this SECTION 3.4.5, prior the Borrower Representative shall deliver a Notice of Adjustment to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof Administrative Agent no later than 12:00 p.m. (or any portion thereof that is an integral multiple of $22New York City time) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, least three (3) furnish appropriate endorsements Business Days in advance of the proposed adjustment date. Promptly after receipt of a Notice of Adjustment under this SECTION 3.4.5, the Administrative Agent shall notify each applicable Lender by telex or transfer documents if required telecopy, or other similar form of transmission, of the proposed adjustment. Any Notice of Adjustment shall be irrevocable, and the Borrowers shall be bound to adjust the LIBOR Period in accordance therewith, and shall constitute a representation and warranty by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior Borrowers as to the opening matters specified in Article 5 as of business on the next Interest Payment Date, then, notwithstanding date of such conversion, the interest payable on such Interest Payment Date will be paid proposed adjustment (except to the Trust (which will distribute extent such interest representations and warranties specifically relate to an earlier date). Any adjustment pursuant to this SECTION 3.4.5(B) shall be effective upon the holder Adjustment Date next succeeding the date of the applicable Trust Securities at Notice of Adjustment. In the close absence of business on such record date) or any Notice of Adjustment with respect to an Adjustment Date in accordance herewith, all Eurodollar Loans shall continue to have the same LIBOR Period as was in effect prior to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Adjustment Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions of the Indenture, the The Holder of any Security Convertible Debenture has the right, exercisable at any time prior to the close of business on or before 5:00 p.m. (New York City time) on the Business Day immediately preceding the date of repayment of such Convertible Debentures, whether at maturity or upon redemption (either at the Security's maturity (or, in option of the case of Securities called for redemption, prior Company or pursuant to the close of business on the Business Day prior to the corresponding Redemption Datea Tax Event), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $2225) into fully paid and nonassessable shares of Fleetwood Company Common Stock of the Company at the an initial conversion rate of 0.4545 shares of Company Common Stock for each $25 in aggregate principal amount of Convertible Debentures (equal to a conversion price of $[___] 55.00 per share of Fleetwood Company Common Stock), subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially circumstances as set forth in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so convertedSection 1303. The number of shares issuable upon conversion of a Security Convertible Debenture is determined by dividing the principal amount of the Security Convertible Debenture converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security Convertible Debenture shall be reduced by the portion of the principal amount thereof converted into shares of Company Common Stock. To convert a Convertible Debenture, a Holder must (i) complete and sign a conversion notice substantially in the form attached hereto, (ii) surrender the Convertible Debenture to a Conversion Agent, (iii) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (iv) pay any transfer or similar tax, if required. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on the subsequent Interest Payment Date on the portion of Convertible Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Convertible Debentures being converted, which shall be deemed to be paid in full. If any Convertible Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Convertible Debenture shall (subject to any right of the Holder of such Convertible Debenture or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust.

Conversion. Subject to and in compliance with the provisions terms of the Indenture, the Holder Holders may surrender Securities for conversion into shares of any Security has the right, exercisable Ordinary Shares at any time on or prior to July 15, 2023 at the close Conversion Price then in effect. The conversion right with respect to the Security or the portion of business the Security being redeemed will expire: (New York timei) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at two Business Days immediately preceding the initial conversion price of $[___] per share of Fleetwood Common Stockredemption date or the Purchase Date (provided, subject to adjustment under certain circumstances. To convert a Security, a that the Holder must (1) complete and sign a conversion notice substantially in has not withdrawn the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record datePurchase Notice), as the case may be, despite such conversion. In such eventor (ii) if the Holder has elected to participate in a repurchase upon a Change of Control, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date at 5:00 p.m. New York time on the portion so convertedbusiness day before the Change of Control Purchase Date unless, in any case, the Company defaults in making the payment due upon such redemption or repurchase date (in which case the conversion right will terminate at the close of business on the date such default is cured). The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security to be converted by the conversion price Conversion Price in effect on the Conversion Date, and rounding the result to the nearest 1/l00th of a share, with 500/1,000 of a share to be rounded up. No Upon conversion, no payment or adjustment for accrued interest on a converted Security (other than the payment of accrued interest to the Holder of a Security pursuant to paragraph 1 hereof) or for dividends or distributions on the Ordinary Shares will be made. The Company will deliver cash for the value of such fractional shares will rounded to the nearest cent with 0.5 cents to be issued upon conversion but rounded up based on the current market price of the Ordinary Shares. A Security in respect of which a cash adjustment will Holder has delivered a Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be made for any fractional interestconverted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The outstanding initial Conversion Price is $25.79 per share of Ordinary Shares, subject to adjustment in certain events described in the Indenture. The initial Conversion Price is equivalent to a conversion rate of approximately 38.7692 Ordinary Shares per $1,000 principal amount of Securities, and is subject to adjustment as described in the Indenture. Holders may only surrender their Securities for conversion if any Security of the following conditions is satisfied: • During the period from issuance to July 15, 2022, if the Sale Price of the Ordinary Shares for each of any five consecutive Trading Days in the immediately preceding fiscal quarter is more than 115% of the Conversion Price per Ordinary Share; • During the period from July 15, 2022 to July 15, 2023, if the Sale Price of the Ordinary Shares on the previous Trading Day is more than 115% of the Conversion Price per Ordinary Share; • If the Company has called the Securities for redemption; • If the average of the Trading Prices of the Securities for any five consecutive Trading Day period is less than 100% of the average of the Conversion Values of the Securities during that period; provided, however, that no Securities may be converted based on the satisfaction of this condition during the six month period immediately preceding each specified date on which Holders may require the Company to repurchase their Securities (for example, with respect to the July 15, 2007 put date, the Securities may not be converted from January 15, 2007 to July 15, 2007) if on any day during such five consecutive Trading Day period, the Sale Price of the Ordinary Shares is between the Conversion Price and 115% of the Conversion Price; or • If the Company makes certain significant distributions to the Holders of the Company’s Ordinary Shares or the Company enters into specified corporate transactions. No adjustment in the Conversion Price will be required unless such adjustment would require a change of at least 1% in the Conversion Price then in effect; provided that any adjustment that would otherwise be required to be made shall be reduced carried forward and taken into account in any subsequent adjustment. The Company from time to time may voluntarily reduce the Conversion Price for a period of at least 20 days. To convert a Security, a Holder must: (1) complete and sign the conversion notice (the “Conversion Notice”) on the reverse of the Security indicating, inter alia, the condition upon which the conversion is based, (2) surrender the Security to the Conversion Agent, (3) furnish the appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent, and (4) pay any tax or duty which may be payable in respect of any transfer involving the issue or delivery of Ordinary Shares in the name of a Person other than the Holder thereof. In the case of Global Securities, conversion notices may be delivered and such Securities may be surrendered for conversion in accordance with the Applicable Procedures. A Holder may convert a portion of a Security if the principal amount thereof converted portion is $1,000 or an integral multiple of $1,000. If the Company is a party to a consolidation or merger, or a transfer or a lease of all or substantially all of its assets or a merger which reclassifies or changes its outstanding Ordinary Shares, the right to convert a Security into shares Ordinary Shares may be changed into a right to convert it into securities, cash or other assets of Common Stockthe Company or another person.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security has the right, exercisable at any time prior to after 90 days following the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, Issuance Date and prior to the close of business on the Business Day prior to immediately preceding the corresponding Redemption Date)final maturity date of the Security, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221,000) into shares of Fleetwood Common Stock at the initial conversion price Conversion Price of $[___] 73.36 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as provided in the Indenture, except that if a Security is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption (unless the Company shall default in making the redemption payment, including interest and Additional Amounts, if any, when it becomes due, in which case the conversion right shall terminate at the close of business on the date on which such default is cured). Beneficial owners of interests in Global Securities may exercise their right of conversion by delivering to the Depositary the appropriate instructions for conversion pursuant to the Depositary's procedures. To convert a certificated Security, a Holder the holder must (1) complete and sign a conversion notice of election to convert substantially in the form attached heretoset forth below (or complete and manually sign a facsimile thereof) and deliver such notice to a Conversion Agent, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if requiredrequired by the Conversion Agent. Upon conversion, no adjustment or payment will be made for accrued and unpaid interest or dividendsAdditional Amounts, but if any, on the Securities so converted or for dividends or distributions on, or Additional Amounts, if any, attributable to, any Common Stock issued on conversion of the Securities, except that, if any Holder Noteholder surrenders a Security for conversion after the close of business on the Regular Record Date a record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date interest payment date will be paid on such interest payment date to the Trust (which will distribute such interest to person who was the registered holder of such Security on such record date. Any Securities surrendered for conversion during the applicable Trust Securities at period after the close of business on such any record date) or to such other person in whose name date for the Securities are registered at payment of interest and before the close opening of business on the next succeeding interest payment date (except Securities called for redemption on a redemption date or to be repurchased on a Designated Event Payment Date during such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not period) must be accompanied by payment of in an amount equal to the interest and Additional Amounts, if any, payable on such Interest Payment Date interest payment date on the portion principal amount of Securities so converted. The number of shares of Common Stock issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount A Security in respect of any which a holder has delivered an "Option of Noteholder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Security shall may be reduced by converted only if the portion notice of exercise is withdrawn as provided above and in accordance with the terms of the principal amount Indenture. The above description of conversion of the Securities is qualified by reference to, and is subject in its entirety to, the more complete description thereof converted into shares of Common Stockcontained in the Indenture.

Conversion. Subject to and in compliance In accordance with the provisions Indenture, each Holder shall have the right, at its option, to convert Securities or any portion thereof, in $1,000 original principal amount or integral multiples thereof, into cash and fully paid and nonassessable shares of Common Stock, if any, during specified periods if one or more of the conditions for the conversion of Securities specified in Article 10 of the Indenture is satisfied. The Company will notify Holders of any event triggering the right to convert the Securities as specified above as required by the Indenture. Securities in respect of which a Holder has delivered a Change of Control Purchase Notice exercising the option of such Holder to require the Company to repurchase such Securities may be converted only if such notice is withdrawn in accordance with the terms of the Indenture, the Holder of any Security has the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of . The Conversion Price will initially be $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] 37.598 per share of Fleetwood Common Stock, subject to adjustment under upon the occurrence of certain circumstancesevents described in the Indenture. The Company from time to time may voluntarily reduce the Conversion Price by any amount for a period of at least 20 days. No fractional shares of Common Stock shall be issued upon conversion of any Securities. Instead of any fractional share of Common Stock that would otherwise be issued upon conversion of such Securities, the Company shall pay a cash adjustment as provided in the Indenture. Upon conversion of any Securities or portion thereof, Holders shall be entitled to receive cash, Common Stock or other non-cash consideration as determined pursuant to Section 10.3 of the Indenture. To convert surrender a SecuritySecurity for conversion, a Holder must (1) complete and manually sign the conversion notice attached hereto (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversionIf the Company is party to a Merger Transaction, no adjustment or payment the right to convert a Security into cash and shares of Common Stock may be changed into a right to convert it into the same kind, amount and proportion of consideration per share of Common Stock received by the holders of Common Stock in connection with such Merger Transaction. The Company has the option, on the terms set forth in Section 10.2 of the Indenture, to designate a financial institution to which Securities surrendered for conversion will be made initially offered by the Conversion Agent for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder exchange in lieu of the applicable Trust Securities at Company converting the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversionSecurities. In such event, such Security, when order to accept Securities surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date designated institution must (a) on the portion so converted. The number of shares issuable conversion date, agree to deliver in exchange for such Securities such consideration the Holder would receive upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into conversion; and (b) deliver such shares of Common Stock, cash payment and any other required consideration, if any, to the Conversion Agent for delivery to the Holder. Any Securities accepted for exchange by the designated institution will remain outstanding. If the designated institution declines to accept any Securities in whole or in part, or agrees to accept any Securities for exchange but does not timely deliver the required consideration, the Securities or portions thereof will be converted by the Conversion Agent and such required consideration will be delivered to the Holder. Securities surrendered for conversion during the period after any interest record date but prior to the corresponding interest payment date or at any time prior to March 6, 2007 pursuant to a notice of redemption of such Securities given by the Company, or a Change of Control or distribution specified in Section 10.1(b)(vii) of the Indenture, will not be offered for exchange in lieu of conversion.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Class A Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on August 16, 2020. If the date of the Security's maturity (or, in the case of Securities Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior to the corresponding Redemption Date), . A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if such notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 29.5623 shares of Fleetwood Class A Common Stock per $1,000 Principal Amount at the initial conversion price of $[___] per share of Fleetwood Common StockMaturity, subject to adjustment under in certain circumstancesevents described in the Indenture. The Company will deliver cash or a check in lieu of any fractional share of Class A Common Stock. In the event the Company exercises its option pursuant to Section 10.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Class A Common Stock such Holder would have received if the Company had not exercised such option. In any event, whether or not the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period or on the next Interest Payment Date) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. To convert a Security, a Holder must (1) complete and manually sign the conversion notice below (or complete and manually sign a conversion facsimile of such notice) and deliver such notice substantially in to the form attached heretoConversion Agent, (2) surrender the Security to a the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar Conversion Agent, the Company or Conversion Agent the Trustee and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any A Holder surrenders may convert a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security if the Principal Amount at Maturity of such portion is determined by dividing the principal amount $1,000 or an integral multiple of the Security converted by the conversion price in effect on the Conversion Date$1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for dividends on the Class A Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest if the Company has exercised its option provided for in paragraph 10 hereof) and (except as provided below) accrued cash interest attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 10 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) or the date on which interest was last paid through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Class A Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such shares of Class A Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 10 hereof) and cash interest accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. Notwithstanding the foregoing, accrued but unpaid interest will be payable upon conversion of Securities made concurrently with or after acceleration of Securities following an Event of Default. The outstanding principal amount Conversion Rate will be adjusted for dividends or distributions on Class A Common Stock payable in Class A Common Stock or other Capital Stock; subdivisions, combinations or certain reclassifications of any Security shall be reduced by Class A Common Stock; distributions to all holders of Class A Common Stock of certain rights to purchase Class A Common Stock for a period expiring within 45 days at less than the portion Market Price at the Time of Determination; and distributions to such holders of assets or debt securities of the principal amount thereof converted Company or certain rights to purchase securities of the Company (excluding certain cash dividends or distributions). However, no adjustment need be made if Securityholders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange or a transfer of all or substantially all of its assets, or upon certain distributions described in the Indenture, the right to convert a Security into shares Class A Common Stock may be changed into a right to convert it into securities, cash or other assets of Common Stockthe Company or another person.

Conversion. Subject to and in compliance with a Security may convert the provisions of the Indenture, the Holder of any Security has the right, exercisable into Common Stock at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to until the close of business on the Business Day prior to the corresponding Redemption Date)Stated Maturity; provided, to convert however, that if the principal amount thereof (or any portion thereof that Security is an integral multiple of $22) into shares of Fleetwood Common Stock called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the Redemption Date for such Security or such earlier date as the Holder presents such Security for redemption (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Security is redeemed). A Security in respect of which a Holder has delivered a Repurchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if such notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial conversion price of is $[___] 89.0625 per share of Fleetwood Common Stock, subject to adjustment under in certain circumstancesevents described in the Indenture. This is equivalent to a conversion rate of 8.3304 shares of Common Stock per $1,000 Principal Amount of Securities at Stated Maturity. The Company will deliver cash or a check in lieu of any fractional Common Stock. In the event the Company exercises its option pursuant to Section 1601 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of Common Stock such Holder would have received if the Company had not exercised such option. If the Company exercises such option, Securities surrendered for conversion during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities or portions of Securities to be redeemed on a Redemption Date occurring during the period from the close of business on a Regular Record Date and ending on the opening of business on the first Business Day after the next Interest Payment Date, or if this Interest Payment Date is not a Business Day, the second Business Day after the Interest Payment Date) must be accompanied by payment from the Holder of an amount equal to the interest thereon that the registered Holder is to receive from the Company on such Interest Payment Date. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on any Interest Payment Date subsequent to the date of conversion. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Stock except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (and interest if the Security is converted to an interest-bearing debenture) attributable to the period from the Issue Date (or, in the case of interest, if the Company has exercised the option referred to in "Tax Event", from the later of (x) the date of such exercise and (y) the date on which interest was last paid) through the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being converted pursuant to the terms hereof; and the fair market value of such Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for Original Issue Discount (and interest, if the Company has exercised its option provided for in "Tax Event") accrued through the Conversion Date, and the balance, if any, of such fair market value of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Issue Price of the Security being converted pursuant to the provisions hereof. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing price of the Common Stock on the Trading Day immediately prior to the Conversion Date. To convert a Security, a Holder must (1a) complete and manually sign a the conversion notice substantially in the form attached hereto, (2) surrender the Security set forth below and deliver such notice to a Conversion Agent, (3b) surrender the Security to the Conversion Agent, (c) furnish appropriate endorsements or and transfer documents (including any certification that may be required under applicable law) if required by the Security Registrar or Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stock.

Conversion. Subject to and in compliance with the provisions A Holder of a Debenture may convert such Debenture into shares of Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of the Security's maturity (or, in the case of Securities called a Debenture presents such Debenture for redemption, redemption prior to the close of business on the Business Day prior redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the corresponding Redemption DateTrustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the . The initial conversion price of is $[___] 21.25 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security Debenture is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion but a cash adjustment conversion; in lieu thereof, an amount will be made paid in cash based upon the closing sale price of the Common Stock on the last Trading Day prior to the Conversion Date. To convert a Debenture, a Holder must (a) complete and manually sign the conversion notice set forth below and deliver such notice to the Conversion Agent, (b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Registrar or the Conversion Agent, and (d) pay any transfer or similar tax, if required. If a Holder surrenders a Debenture for any fractional interest. The outstanding principal amount conversion after the close of any Security business on the record date for the payment of an installment of interest and before the close of business on the related interest payment date then, notwithstanding such conversion, the interest payable on such interest payment date shall be reduced by paid to the portion Holder of such Debenture on such record date. In such event, the A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the option of such Holder to require the Company to purchase such Debenture may be converted only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of the principal amount thereof converted into shares of Common StockIndenture.

Conversion. Subject to and in compliance with the provisions A Holder of a Debenture may convert such Debenture into shares of Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to maturity; provided, however, that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the redemption date for such Debenture (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the Holder of the Security's maturity (or, in the case of Securities called a Debenture presents such Debenture for redemption, redemption prior to the close of business on the Business Day prior redemption date for such Debenture, the right of conversion shall terminate upon presentation of the Debenture to the corresponding Redemption DateTrustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the . The initial conversion price of is [$[_________] per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the conversion price in effect on the Conversion Date. No payment or adjustment will be made for accrued interest on a converted Debenture or for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the closing sale price of the Common Stock on the last Trading Day prior to the Conversion Date. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in set forth below and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, and (4d) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to before the opening close of business on the next Interest Payment Date, related interest payment date then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the Trust (which will distribute Holder of such interest to the holder of the applicable Trust Securities at the close of business Debenture on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not the Debenture must be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of a Debenture equal to $1,000 or any integral multiple thereof. A Debenture in respect of which a Holder had delivered a Change in Control Purchase Notice exercising the principal amount thereof option of such Holder to require the Company to purchase such Debenture may be converted into shares only if the Change in Control Purchase Notice is withdrawn as provided above and in accordance with the terms of Common Stockthe Indenture.

Conversion. Subject to the terms and in compliance with the provisions conditions of the Indenture, a Holder may convert each of its Securities into shares of Common Stock at an initial conversion rate of [*] shares per $1,000 Principal Amount of Securities (the Holder of any Security has the right“Conversion Rate”), exercisable at any time prior to the close of business (New York time) on [*]. The Conversion Rate in effect at any given time is subject to adjustment. A Holder may convert fewer than all of such Holder’s Securities so long as the date Securities converted are an integral multiple of $1,000 principal amount. Accrued and unpaid interest and Liquidated Damages, if any, will be deemed paid in full rather than canceled, extinguished or forfeited; provided, that if this Security shall be surrendered for conversion during the Security's maturity (or, in period from close of business on any Record Date for the case payment of Securities called for redemption, prior to interest through the close of business on the Business Day prior to next preceding the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next following Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust Security (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record dateor portion thereof being converted) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not must be accompanied by payment of an amount amount, in funds acceptable to the Company, equal to the interest payable on such Interest Payment Date on the portion so Principal Amount being converted. The number ; provided, however, that no such payment shall be required if there shall exist at the time of shares issuable upon conversion a default in the payment of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect interest on the Conversion DateSecurities. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any In addition, to the extent the Holder elects to convert this Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockStock in connection with a transaction that constitutes a Fundamental Change that occurs on or prior to January 15, 2011, pursuant to which 10% or more of the consideration for the Common Stock (other than cash payments for fractional shares) in such Fundamental Change transaction consists of cash or securities (or other property) that are not traded or scheduled to be traded immediately following such transaction on a United States national securities exchange or the Nasdaq Global Market, the Company will increase the Conversion Rate for any Securities surrendered for conversion as set forth in Section 12.08 of the Indenture. [INCLUDE IF SECURITY IS A GLOBAL SECURITY — In the event of a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] If an Event of Default shall occur and be continuing, the Principal Amount plus accrued and unpaid interest, through such date on all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture.

Conversion. Subject to and in compliance with the provisions of the Indenture, the Holder The holder of any Security Note has the right, exercisable at any time following the Issuance Date and prior to the close of business (New York time) on the date of the SecurityNote's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date)maturity, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $221,000) into shares of Fleetwood Common Stock at the initial conversion price Conversion Price of $[___] 115.47 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstancescircumstances as set forth in the Indenture, except that if a Note is called for redemption, the conversion right will terminate at the close of business on the Business Day immediately preceding the date fixed for redemption. To convert a SecurityNote, a Holder holder must (1) complete and sign a conversion notice substantially in the form attached heretoset forth below, (2) surrender the Security Note to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no No payment or adjustment or payment will be made for accrued and unpaid interest or dividendson a converted Note, but if any Holder holder surrenders a Security Note for conversion after the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Dateinterest payment date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will interest payment date shall be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business such Note on such record date) or . Any Notes that are, however, delivered to such other person the Company for conversion after any record date but before the next interest payment date must, except as described in whose name the Securities are registered at the close of business on such record datenext sentence, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by a payment of an amount equal to the interest payable on such Interest Payment Date interest payment date on the portion so principal amount of such Notes being converted. Payments to the Company described in the preceding sentence shall not be required if, during that period between a record date and the next interest payment date, a conversion occurs on or after the date that the Company has issued a redemption notice and prior to the date of redemption stated in such notice. If any Notes are converted after an interest payment date but on or before the next record date, no interest will be paid on those Notes. The number of shares issuable upon conversion of a Security Note is determined by dividing the principal amount of the Security Note converted by the conversion price Conversion Price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. A note in respect of which a holder has delivered an "Option of Holder to Elect Purchase" form appearing below exercising the option of such holder to require the Company to purchase such Note may be converted only if the notice of exercise is withdrawn as provided above and in accordance with the terms of the Indenture. The outstanding principal amount above description of conversion of the Notes is qualified by reference to, and is subject in its entirety by, the more complete description thereof contained in the Indenture. A-38 ▇▇▇ ▇▇. ▇▇NOMINATIONS, TRANSFER, EXCHANGE. The notes are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered, and Notes may be exchanged, as provided in the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not exchange or register the transfer of any Security shall be reduced by the Note or portion of a Note selected for redemption (except the principal amount thereof converted into shares unredeemed portion of Common Stockany Note being redeemed in part). Also, it need not exchange or register the transfer of any Note for a period of 15 days before a selection of Notes to be redeemed.

Conversion. Subject to and in compliance with the provisions A Holder of a Debenture may convert such Debenture into shares of Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to maturity; provided that if the Debenture is called for redemption, the conversion right will terminate at the close of business on the Redemption Date for such Debenture (New York time) unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate at the close of business on the date such default is cured and such Debenture is redeemed); provided, further, that if the -------- ------- Holder of the Security's maturity (or, in the case of Securities called a Debenture presents such Debenture for redemption, redemption prior to the close of business on the Business Day prior Redemption Date for such Debenture the right of conversion shall terminate upon presentation of the Debenture to the corresponding Redemption DateTrustee (unless the Company shall default in making the redemption payment when due, in which case the conversion right shall terminate on the close of business on the date such default is cured and such Debenture is redeemed), to convert the principal amount thereof (or any portion thereof that . The initial Conversion Price is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] 5.00 per share of Fleetwood Common Stockshare, subject to adjustment under certain circumstances. The number of shares issuable upon conversion of a Debenture is determined by dividing the principal amount converted by the Conversion Price in effect on the conversion date. Payment of accrued interest on a converted Debenture will be made to the conversion date on the next succeeding interest payment date. Upon conversion, no adjustment for dividends will be made for dividends or distributions on shares of Common Stock issued upon conversion of a Debenture. No fractional shares will be issued upon conversion; in lieu thereof, an amount will be paid in cash based upon the Conversion Price of the Common Stock on the last trading day prior to the date of conversion. To convert a SecurityDebenture, a Holder must (1a) complete and manually sign a the conversion notice substantially in attached hereto and deliver such notice to the form attached hereto, (2) surrender the Security to a Conversion Agent, (3b) surrender the Debenture to the Conversion Agent, (c) furnish appropriate endorsements or transfer documents if required by the Security Registrar or the Conversion Agent Agent, (d) execute any investment letters or other documents required by the Company, and (4e) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any If a Holder surrenders a Security Debenture for conversion after between the close of business on the Regular Record Date record date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversioninterest payment date, the amount of interest payable on such Interest Payment Date interest payment date will be paid the amount accrued to the Trust (which will distribute such interest to the holder date of the applicable Trust Securities at the close of business conversion on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion DateDebenture or portion thereof then converted. No fractional shares will be issued upon conversion but A Holder may convert a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common Stocka Debenture equal to $1,000 or any integral multiple thereof.

Conversion. Subject to and in compliance with 6.1 On the provisions of the IndentureConversion Date, the Holder of any Security has Company shall simultaneously convert, or procure the right, exercisable at any time prior to the close of business (New York time) on the date of the Security's maturity (or, in the case of Securities called for redemption, prior to the close of business on the Business Day prior to the corresponding Redemption Date), to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such eventof, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal maximum amount of the Security converted by Loan together with all accrued interest into fully paid Ordinary Shares at the Conversion Price so as not to result in either Lender holding a Control Stake (as defined in the Shareholders Agreement). 6.2 If after the conversion price under clause 6.1, a portion of the Loan and/or any accrued interest remains outstanding, then on written demand of the Lender, the Company shall convert, or procure the Conversion of, the un-converted balance of the Loan and accrued interest in effect one or more tranches into fully paid Ordinary Shares of the Company at the Conversion Price, provided that the Lender may not make such a conversion demand prior to 27 December 2019 if a Qualified Financing has not occurred. 6.3 If the calculation in clause 6.1 or clause 6.2 does not result in a round number of Ordinary Shares to be issued on the Conversion Date. No , then the Borrower shall issue to the Lender the number of Ordinary Shares rounded down to the nearest whole number, as issuance of fractional shares will is prohibited, provided, however, that the Borrower shall notify each Lender within three (3) Business Days of the Conversion Date of its right to acquire one additional Ordinary Share if the Lender pays to the Borrower within ten (10) Business Days of such notice from the Borrower the value of the difference between (x) the value of the fractional share the Lender otherwise would be entitled to receive where it not prohibited and (y) the price of a single Ordinary Share determined in accordance with clause 6.1. 6.4 As soon as reasonably practicable after the Conversion Date, the Borrower shall dispatch to each Lender the certificates for the relevant number of Ordinary Shares to which it is entitled under this clause 6. Each Ordinary Share arising on Conversion shall be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal and allotted at such premium to reflect the difference between the nominal amount of any Security the Ordinary Share and the price per share as determined above. 6.5 The Ordinary Shares shall be reduced by the portion credited as fully paid and rank pari passu with shares of the principal amount thereof converted into shares same class in issue on the Conversion Date and shall carry the rights as set out in the Shareholders Agreement and the Articles of Common StockAssociation, which shall be amended to conform to the Shareholders Agreement.

Conversion. Subject to and in compliance with the provisions of the IndentureIndenture (including, without limitation, the conditions to conversion of this Security set forth in Section 12.1 thereof), a Holder is entitled, at such Holder's option, to convert the Holder's Security (or any portion of any Security has the rightprincipal amount thereof that is $1,000 or an integral multiple $1,000), exercisable into, subject to Section 12.13 thereof, fully paid and nonassessable shares of Ordinary Shares at any time prior to the close of business (New York time) Conversion Price in effect on the date of conversion. The Company will notify Holders of any event triggering the Security's maturity (orright to convert the Securities as specified above in accordance with the Indenture. A Security in respect of which a Holder has delivered a Repurchase Notice or Change of Control Repurchase Notice, as the case may be, exercising the right of such Holder to require the Company to repurchase such Security may be converted only if such Repurchase Notice or Change of Control Repurchase Notice is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $21.71, subject to adjustment in certain events described in the Indenture. To surrender a Security for conversion, a Holder must, in the case of Securities called for redemptionGlobal Securities, prior to comply with the close Applicable Procedures of business on the Business Day prior to Depositary in effect at that time, and in the corresponding Redemption Date)case of Certificated Securities, to convert the principal amount thereof (or any portion thereof that is an integral multiple of $22) into shares of Fleetwood Common Stock at the initial conversion price of $[___] per share of Fleetwood Common Stock, subject to adjustment under certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to the Conversion Agent, (2) complete and manually sign the conversion notice below (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent, (3) furnish appropriate endorsements or and transfer documents if required by the Security Registrar or Conversion Agent and (4) pay all funds required, if any, relating to interest or Additional Amounts, if any, and any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made for interest or dividends, but if any Holder surrenders a Security for conversion after the close of business on the Regular Record Date for the payment of an installment of interest and prior to the opening of business on the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable upon conversion of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will Ordinary Share shall be issued upon conversion but of any Security. Instead, the Company shall pay a cash adjustment as provided in the Indenture. No payment or adjustment will be made for accrued and unpaid interest and Additional Amounts, if any, or dividends on the Ordinary Shares, except as provided in the Indenture. Upon conversion, the Company may choose to deliver, in lieu of Ordinary Shares, cash or a combination of cash and Ordinary Shares in accordance with the Indenture. If the Company (i) is a party to a consolidation, merger or binding share exchange (ii) reclassifies the Ordinary Shares or (iii) conveys, transfers or leases its properties and assets substantially as an entirety to any fractional interest. The outstanding principal amount of any Person, the right to convert a Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockOrdinary Shares may be changed into a right to convert it into securities, cash or other assets of the Company or such other Person, in each case in accordance with the Indenture.

Conversion. Subject Exhibit I to Annex H attached to the Agreement dated December 22, 1995 and entered into between the Company and Banca del Gottardo, which is available for inspection at the Head Office in compliance with Lugano of Banca del Gottardo, as Conversion Agent for the Notes, contains full provisions relevant to conversion of the IndentureNotes into freely transferable Shares of Common Stock which are duly registered under the 1933 Securities Act. The following is a summary of such provisions: The conversion price will be fixed on March 29, 1996 whereby such conversion price shall be the Holder equivalent of the average of the closing prices during the period from March 14 to March 29, 1996, but shall in any Security has event not be higher than (i) 120% of the rightaverage of the closing prices of the shares of Common Stock during the period from December 19 to 29, exercisable 1995, or (ii) USD 4.75 per share of Common Stock, whichever is lower (Such price hereinafter called the "Conversion Price"). The holder of 10 Notes or more will be entitled at any time prior to the close of business (New York time) on the date of the Security's maturity (orand after May 1, in the case of Securities called for redemption, prior 1996 up to the close of business on the Business Day December 31, 2000, subject to prior to the corresponding Redemption Date)redemption, to convert the Notes, at the principal amount thereof thereof, into freely transferable and non-restricted (or any portion thereof that is an integral multiple such non-restriction being subject to the effectiveness of $22a registration statement under the U.S. securities laws covering such common stock, if required,) into shares of Fleetwood Common Stock of the Company, at the initial conversion price of $[___] per share of Fleetwood Common StockConversion Price, subject to adjustment under certain circumstancesas described below. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially in the form attached hereto, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements No payment or transfer documents if required by the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment will be made on conversion of any Note for interest accrued thereon or dividendsdividends on any Common Stock issued, but if except that accrued interest will be paid on the conversion of any Holder surrenders Note which has been called for redemption prior to the conversion date. The Company is not required to issue fractional shares of Common Stock upon conversion of Notes and, in lieu thereof, will pay a Security cash adjustment based upon the market price of the Common Stock on the last trading day prior to the date of conversion. In the case of Notes called for redemption, conversion after rights will expire at the close of business on the Regular Record Date for the payment of an installment of interest and fifth business day prior to the opening redemption date. Notes may be presented for conversion only to an office of business on Banca del Gottardo outside the next Interest Payment Date, then, notwithstanding such conversion, the interest payable on such Interest Payment Date United States and Banca del Gottardo will be paid to the Trust (which will distribute such interest to the holder of the applicable Trust Securities at the close of business on such record date) deliver Common Stock or to such other person in whose name the Securities are registered at the close of business on such record date, as the case may be, despite such conversion. In such event, such Security, when surrendered for conversion, need not be accompanied by payment of an amount equal to the interest payable on such Interest Payment Date on the portion so converted. The number of shares issuable consideration received upon conversion of a Security is determined by dividing only to an account or address outside the principal amount of the Security converted by the conversion price in effect on the Conversion Date. No fractional shares will be issued upon conversion but a cash adjustment will be made for any fractional interest. The outstanding principal amount of any Security shall be reduced by the portion of the principal amount thereof converted into shares of Common StockUnited States.

Conversion. Subject to and in compliance with the provisions next two succeeding sentences, a Holder of a Security may convert it into Common Stock of the Indenture, the Holder of any Security has the right, exercisable Company at any time prior to before the close of business (New York time) on the date of the Security's maturity (orOctober 14, in the case of Securities 2017; provided, however, that if a Security is called for redemption, prior to the Holder may convert it at any time before the close of business on the Business Day prior Redemption Date. The number of shares of Common Stock to be delivered upon conversion of a Security into Common Stock per $1,000 of Principal Amount shall be equal to the corresponding Redemption Date), Conversion Rate. A Security in respect of which a Holder has delivered a Purchase Notice or Change in Control Purchase Notice exercising the option of such Holder to convert require the principal amount thereof (or any portion thereof that Company to purchase such Security may be converted only if the notice of exercise is an integral multiple withdrawn in accordance with the terms of $22) into the Indenture. The initial Conversion Rate is 5.430 shares of Fleetwood Common Stock at the initial conversion price of per $[___] per share of Fleetwood Common Stock1,000 Principal Amount, subject to adjustment under in certain circumstances. To convert a Security, a Holder must (1) complete and sign a conversion notice substantially events described in the form attached heretoIndenture. The Company will deliver cash or a check in lieu of any fractional share of Common Stock. The Holders' right to convert Securities into shares of Common Stock is subject to the Company's right to elect to instead pay such Holder the amount of cash set forth in the next succeeding sentence in lieu of delivering such shares of Common Stock; provided, however, that if such payment of cash is not permitted pursuant to the provisions of the Indenture or the provisions of any other agreement or instrument to which the Company is a party or by which it is bound or otherwise, the Company shall deliver shares of Common Stock (2and cash in lieu of fractional shares of Common Stock) surrender in accordance with Article X of the Security Indenture, whether or not the Company has delivered a notice pursuant to a Conversion Agent, (3) furnish appropriate endorsements or transfer documents if required by Section 10.02 to the Security Registrar or Conversion Agent and (4) pay any transfer or similar tax, if required. Upon conversion, no adjustment or payment effect that the Securities will be made paid in cash. The amount of cash to be paid for interest or dividends, but if any Holder surrenders each $1,000 Principal Amount of a Security for conversion after shall be equal to the close Sale Price of business a share of Common Stock on the Regular Record Date for the payment of an installment of interest and Trading Day immediately prior to the opening of business on related Conversion Date multiplied by the next Interest Payment Date, then, notwithstanding such conversion, the interest payable Conversion Rate in effect on such Interest Payment Date will be paid Trading Day. The Company shall not pay cash in lieu of delivering shares of Common Stock upon the conversion of any Security pursuant to the Trust (which will distribute such interest to the holder terms of Article X of the applicable Trust Securities at the close Indenture (other than cash in lieu of business fractional shares) if there has occurred (prior to, on such record date) or to such other person in whose name the Securities are registered at the close of business on such record dateafter, as the case may be, despite the Conversion Date or the date on which the Company delivers its notice of whether each Security shall be converted into shares of Common Stock or cash) and is continuing an Event of Default (other than a default in such conversionpayment on such Securities), provided, however, that this sentence shall not apply in the event that an Event of Default occurs after such cash is paid. In the event the Company exercises its option pursuant to Section 12.01 of the Indenture to have interest in lieu of Original Issue Discount accrue on the Security following a Tax Event, the Holder will be entitled on conversion to receive the same number of shares of Common Stock such eventHolder would have received if the Company had not exercised such option. If the Company exercises such option, such Security, when Securities surrendered for conversion, need not conversion during the period from the close of business on any Regular Record Date next preceding any Interest Payment Date to the opening of business of such Interest Payment Date (except Securities to be redeemed on a date within such period) must be accompanied by payment of an amount equal to the interest thereon that the registered Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest on converted Securities will be payable by the Company on such any Interest Payment Date subsequent to the date of conversion. To convert a Security a Holder must (i) complete and manually sign the conversion notice on the portion so convertedback of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent (or the office or agency referred to in Section 4.05 of the Indenture) or, if applicable, complete and deliver to The Depository Trust Company ("DTC" or the "Depositary," which term includes any successor thereto) the appropriate instruc tion form for conversion pursuant to the Depositary's book entry conversion program, (ii) surrender the Security to a Conversion Agent by physical or book entry delivery (which is not necessary in the case of conversion pursuant to the Depositary's book entry conversion program), (iii) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (iv) pay any transfer or similar tax, if re quired. The number of shares issuable upon conversion Book entry delivery of a Security is determined by dividing the principal amount of the Security converted by the conversion price in effect on to the Conversion DateAgent may be made by any financial institution that is a participant in the Depositary; conversion through the Depositary's book entry conversion program is available for any security that is held in an account maintained at the Depositary by any such participant. A Holder may convert a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No fractional shares will be issued upon conversion but a cash payment or adjustment will be made for any fractional dividends on the Common Stock, except as provided in the Indenture. On conversion of a Security, that portion of accrued Original Issue Discount (or interest, if the Company has exercised its option provided for in paragraph 9 hereof) attributable to the period from the Issue Date (or, if the Company has exercised the option referred to in paragraph 9 hereof, the later of (x) the date of such exercise and (y) the date on which interest was last paid) to the Conversion Date with respect to the converted Security shall not be cancelled, extinguished or forfeited, but rather shall be deemed paid in full to the Holder thereof through the delivery of the Common Stock in exchange for the Security being converted pursuant to the terms hereof. The outstanding principal amount of any Security shall Conversion Rate will be reduced by the portion of the principal amount thereof converted into shares adjusted for (i) dividends or distributions on Common Stock payable in Common Stock or other Capital Stock, (ii) certain subdivisions, combinations or reclassifications of Common Stock, (iii) distributions to all holders of Common Stock of certain rights, warrants, or options to purchase Common Stock for a period expiring within 60 days at a price per share less than the Sale Price at the Time of Determination and (iv) distributions to such holders of assets or debt securities of the Company or certain rights, warrants or options to purchase securities of the Company (excluding certain cash dividends or other cash distributions). However, no adjustment need be made if Holders may participate in the transaction or in certain other cases. The Company from time to time may voluntarily increase the Conversion Rate. If the Company is a party to a consolidation, merger or binding share exchange of the type specified in the Indenture, or certain transfers of all or substantially all of its assets to another person, or in certain other circumstances described in the Indenture, the right to convert a Security into Common Stock may be changed into a right to convert it into securities, cash or other assets of the Company or another person.