Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 1301306 or 906 or in connection with a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the Company's "_____5 3/4% Convertible Trust III Subordinated Debentures Due _____Notes due 2009" issued in connection with of the Cash OfferCompany. Their The Stated Maturity of the Securities shall be ______________January 15, and they 2009. The Securities shall bear interest at the rate of _____5 3/4% per annum, from [__________January 12, 2001], 2001 or from the most recent Interest Payment Date (as defined below) thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February January 15 and July 15, May commencing July 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 20022001, until the principal thereof is paid or made available for payment. The interest so payable; provided, and punctually paid or duly provided forhowever, on any Interest Payment Date shall be paid, in cash or, at if (i) the Company's electionregistration statement (the "Registration Statement") under the Securities Act of 1933, prior as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to February 15, 2004be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in Fleetwood Common Stock each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the Person in whose name a Security is registered at the close stated rate of business interest on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business DaySecurities) (the "Regular Record Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the period from the occurrence of the Registration Default until such time (the "Step-Down Date"), ) as no Registration Default is in effect and the case may be, next preceding such Interest Payment Date. The Company may elect to pay per annum rate of such interest shall increase (the "Subsequent Step-Up") by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and only if all Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the following conditions shall have been satisfied:aggregate) and Liquidated Damages will be payable at such increased rate until such time (the "Subsequent Step Down Date") as such Registration Default is

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "[____]% Convertible Trust II Subordinated Debentures Due [_____% Convertible Trust III Subordinated Debentures Due _____]" issued in connection with the Cash Exchange Offer. Their Stated Maturity shall be ___[___________, _____], and they shall bear interest at the rate of [_____]% per annum, from [___________, 20012002], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to the sum of (a) $[___________]180,412,350 and (b) such aggregate principal amount (which may not exceed $207,474,200 aggregate principal amount) of Securities, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and or 1301. The Securities shall be known and designated as the Company's "_____6 3/4% Convertible Trust III Subordinated Debentures Due _____due 2016" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________October 1, 2016, and they shall bear interest at the rate of _____6 3/4% per annum, from [__________October 2, 2001], 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15January 1, May 15April 1, August 15 July 1 and November 15 October 1 (each an "Interest Payment Date") of each year, commencing February 15January 1, 2002, 1997 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a the Security is registered at the close of business on the regular record date for such interest installment, which shall be the date close of business on the Business Day immediately preceding such Interest Payment Date; PROVIDED, HOWEVER, that for so long as the Securities are held by the Trust or the Property Trustee of the Trust, if any Preferred Securities (or if the Trust is liquidated in connection with a Special Event, any Securities) are held in certificated form, the Record Date for each Interest Payment Date shall be 15 days prior to the such Interest Payment Date (whether or not in each case, a Business Day) (the "Regular Record Date"), . Interest will compound quarterly and will accrue at the rate of 6 3/4% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as the case may be, next preceding such Interest Payment Dateset forth in Section 312 hereof. The Company may elect amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by delivery the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of shares and interest on the Securities shall be payable at the office or agency in the United States maintained by the Company for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of Fleetwood Common Stock pursuant the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that unless the Securities are held by the Trust or any successor permissible under the Declaration, at the option of the Company payment of interest may be made by check mailed to this Section 301 if and only if the following conditions address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven hereof. The Securities shall be convertible as provided in Article Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], 77,320,000 (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.05, 1108 or 11.08), which amount shall be as set forth in the Company Order for the authentication and 1301delivery of the Securities pursuant to Section 3.03 hereof. The Securities shall be known and designated as the "8.55% Subordinated Deferrable Interest Debentures due 2028" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their initial Stated Maturity Date shall be ______________August 1, and they 2028. They shall bear interest at the rate of _____8.55% per annum, from [__________July 30, 2001], 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly semi-annually (subject to deferral as set forth herein), in arrears, on February 15, May 15, 1 and August 15 and November 15 1 (each an "Interest Payment Date") of each year, commencing February 151, 2002, 1999 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date that which is 15 days prior to the fifteenth day of the month immediately preceding the month in which the Interest Payment Date (whether or not a Business Day) occurs (the "Regular Record Date"), . Interest will compound semi-annually and will accrue to the extent permitted by law at the rate of 8.55% per annum on any interest installment not paid when due or during an extension of an interest payment period as the case may be, next preceding such Interest Payment Dateset forth in Section 3.12 hereof. The Company may elect amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months, and, for any period of less than a full calendar month, the number of days elapsed in such month. If at any time the Trust is required to pay any additional taxes, duties or other governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any other taxing authority, then, in any case, the Company will pay as additional interest on the Securities ("Additional Interest"), such additional amounts as may be necessary in order that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments and other governmental charges will be not less than the amounts the Trust would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by delivery the Company for such purpose in such coin or currency of shares the United States of Fleetwood Common Stock pursuant America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that at the option of the Company, payment of interest may be made by check mailed to this Section 301 if and only if the following conditions address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register. The Securities shall be redeemable as provided in Article XI hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XII hereof.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1016, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “6.25% Senior (Secured) Second Priority Notes due 2013” and the Exchange Securities shall be known and designated as the “6.25% Exchange Senior (Secured) Second Priority Notes due 2013”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________June 15, 2013 and they shall bear interest at the rate of _____6.25% per annumannum from and including June 19, from [__________, 2001]2003, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February December 15, May 15, August 2003 and semi-annually thereafter on June 15 and November December 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may beSecurities originally issued, next preceding such Interest Payment Dateprovided that the Company’s ability to issue Additional Securities shall be subject to the Company’s compliance with Sections 1008 and 1009. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The Securities shall be known and designated as the “2¾% Senior Subordinated Convertible Notes due 2012” of the Company. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]125,000,000 (or $150,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Securities securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities pursuant to Sections 304Section 2.7, 3052.8, 3062.9, 9062.12, 1108 and 13017.5, 10.7, 11.1 or 12.2 hereof. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued issuable in connection with the Cash Offerdenominations of $1,000 or integral multiples thereof. Their Stated Maturity The Securities shall be ______________mature on May 16, and they 2012. Interest shall bear interest accrue from May 18, 2004 at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, Rate until the principal thereof is paid or made available for payment. The interest so payableInterest shall be payable semiannually in arrears on May 16 and November 16 of each year, commencing November 16, 2004. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and punctually paid or duly provided forfor any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which a Regular Record Date shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the corresponding Interest Payment Date. If the Company is required by law to withhold any taxes with respect to a deemed distribution to a Holder resulting from a Conversion Rate adjustment, such taxes may be withheld from interest payments made to such Holder on or after the date that of such Conversion Price adjustment. A Holder of any Security which is 15 days converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (whether or not a Business Dayother than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages, if any) on the "Regular Record principal amount of such Security on such Interest Payment Date"), as notwithstanding the case may be, next preceding conversion of such Security prior to such Interest Payment Date. The Company may elect However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by delivery (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of shares the Trustee is located mailed to the address of Fleetwood Common Stock pursuant the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to this Section 301 if and only if the following conditions Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Securities shall be redeemable at the option of the Company as provided in Article 10 hereof. The Securities shall have been satisfied:the repurchase rights exercisable at the option of Holders as provided in Article 11 hereof. The Securities shall be convertible as provided in Article 12 hereof. The Securities shall be subordinated in right of payment to Senior Debt of the Company as provided in Article 13 hereof.

Title and Terms. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under this Indenture for original issue is initially limited to $175,000,000, and the amount of Notes outstanding at any one time may not exceed $175,000,000 except as provided in Section 2.08 hereof. [___________]OUR PROPOSED CHANGES TO THE FIRST PARAGRAPH OF SECTION 2.02 ARE JUST SUGGESTIONS. ULTIMATELY, except for Securities authenticated and delivered upon registration of transfer ofTHE RESULTS OF BOTH APPROACHES ARE THE SAME, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. BUT OUR SUGGESTION AVOIDS THE LITANY OF EXCEPTED SECTIONS AND THE POSSIBILITY OF OVERLOOKING SUCH A SECTION.] The Securities Notes shall be known and designated as the Company's "_____% Convertible Trust III Senior Subordinated Debentures Due _____Notes due 2006" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________, 2006, and they shall bear interest at the rate of ______% per annum, annum from [__________, 2001]1996, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually on _______ and ________ in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15_______, 20021997, and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any, on) and interest on any Interest Payment Date the Notes shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest will be paid on Physical Securities by check mailed to February 15, 2004, addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. The Notes shall be redeemable as provided in Fleetwood Common Stock Article 3 hereof. The Notes shall be subject to the Person in whose name a Security is registered defeasance at the close option of business on the regular record date for such interest installment, which Company as provided in Article 8 hereof. The Notes shall be the date that is 15 days prior subordinated in right of payment to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Senior Indebtedness as the case may be, next preceding such Interest Payment Dateprovided in Article 10 hereof. The Company may elect to pay such interest Notes shall be guaranteed by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Subsidiary Guarantors as provided in Article 11 hereof.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]1,000,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 306 or 906, 1108 and 1301. The Initial Securities shall be known and designated as the "7 5/8% Senior Notes due 2011" and the Exchange Securities shall be known and designated as the "7 5/8% Series B Senior Notes due 2011" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________April 1, 2011, and they shall bear interest at the rate of _____7 5/8% per annum, annum (except as otherwise provided for in the form of Security) from [__________, 2001]the Security Issue Date, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided forfor on a given Security or a Security surrendered in exchange for such Security, as the case may be, payable quarterly (subject to deferral as set forth herein)on October 1, 2001 and semiannually thereafter on April 1 and October 1 in arrears, on February 15, May 15, August 15 each year and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any . The initial Interest Payment Date for any Security other than the Initial Securities shall be paidthe first October 1 or April 1 occurring after the Security Issue Date for such Security. The initial Interest Payment Date for each Initial Security shall be October 1, 2001. The Initial Securities and the Exchange Securities shall rank pari passu. The principal of and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in cash orThe City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company, cash interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities are not subject to redemption at the option of the Company. At the election of the Company, the entire indebtedness represented by the Securities or certain of the Company's election, prior to February 15, 2004, obligations and covenants and certain Events of Default thereunder may be defeased as provided in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment DateArticle Twelve. The Securities will be senior unsecured obligations of the Company may elect to pay such interest by delivery and will rank pari passu in right of shares payment with all existing and future unsubordinated indebtedness of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Company.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]80,000,000 (including $10,000,000 aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated May 15, 1997, among the Company, ▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇, Read & Co. Inc., ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇▇▇, Sachs & Co., except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 13011108, 1302 or 1405. The Securities shall be known and designated as the Company's "_____7% Convertible Trust III Subordinated Debentures Notes Due _____2004" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________June 1, 2004 and they shall bear interest at the rate of _____7% per annum, from [__________, 2001], and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)semi-annually on June 1 and December 1 commencing December 1, in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 20021997, until the principal thereof is paid or made available for payment. The Each payment of interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior include interest accrued to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to but excluding the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Dateon which payment is to be made. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company may elect to pay maintained for such interest by delivery of shares of Fleetwood Common Stock purpose pursuant to this Section 301 if and only if 1002; provided, however, that at the following conditions option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register. The Securities shall be redeemable as provided in Article 11. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12. The Securities shall be convertible as provided in Article 13.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$750,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 303, 304, 305, 306, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "6.375% Senior (Secured) Notes due 2014" and the Exchange Securities shall be known and designated as the "6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 1, 2014 and they shall bear interest at the rate of _____6.375% per annumannum from February 20, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepayable on September 1, payable quarterly (subject to deferral as set forth herein)2004, and semi-annually thereafter on March 1 and September 1 in arrears, on February 15, May 15, August 15 each year and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 906 or 1108 and 1301or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____Senior Notes due 2007" issued in connection with of the Cash OfferCompany. Their The Stated Maturity of the Securities shall be ____________[September] __, and they 2007. The Securities shall bear interest at the rate of _____% per annum, from [________September] __, 2001], 1997 or from the most recent Interest Payment Date (as defined below) thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 __________ and November 15 (each an "Interest Payment Date") of each year__________, commencing February 15___________, 20021998, until the principal thereof is paid or made available for payment. The In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so payablepaid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and punctually paid shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on any Interest Payment Date unpaid interest shall also be payable on demand. Payments on the Securities issued as a Global Security shall be paidmade in immediately available funds to the Depositary. In the event that Securities are issued in certificated form, in cash orthe principal of and premium, if any, and interest on the Securities shall be payable at the Company's electioncorporate trust office of the Trustee in the Borough of Manhattan, prior to February 15The City of New York, 2004New York, in Fleetwood Common Stock maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Company as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Twelve.

Title and Terms. The aggregate principal amount of Securities Debentures that may be authenticated and delivered under this Indenture is initially limited to the sum of (a) $[___________]180,412,400 and (b) such aggregate principal amount (which may not exceed $27,061,900 if the over-allotment option is exercised) of Debentures, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.06, 1108 and 130111.09 or 13.02. The Securities Debentures shall be known and designated as the Company's "_____6-5/8% Convertible Trust III Junior Subordinated Debentures Due _____due 2026" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________December 1, 2026, and they shall bear interest at the rate of _____6.625% per annumannum (subject to adjustment in the event the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as provided in Exhibit A), from [__________November 26, 2001], 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in 27 20 arrears, on February 15March 1, May 15June 1, August 15 September 1 and November 15 December 1 (each an "Interest Payment Date") of each year, commencing February 15March 1, 20021997, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a Security the Debenture is registered at the close of business (New York City time) on the regular record date for such interest installmentinstalment, which shall be the date that is February 15, May 15, August 15 days prior to the and November 15 next preceding such Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6.625% per annum (subject to adjustment in the event the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as the case may be, next preceding such Interest Payment Dateprovided in Exhibit A) on any interest instalment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The Company may elect amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any state thereof, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by delivery the Property Trustee such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would 28 21 have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of, premium, if any, and interest on the Debentures shall be payable at the office or agency of shares the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of Fleetwood Common Stock pursuant the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to this Section 301 if the address of the Person entitled thereto as such address shall appear in the Security Register. The Debentures shall be redeemable as provided in Article XI hereof. The Debentures shall be subordinated and only if the following conditions junior in right of payment to Senior Indebtedness as provided in Article XII hereof. The Debentures shall have been satisfied:be convertible as provided in Article XIII hereof.

Title and Terms. (a) Section 3.01 ("Title and Terms") of the Indenture shall be supplemented by inserting the following paragraph immediately below the first full paragraph of such section: "The aggregate Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution of the Company, included in an Officer's Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities that may so exchanged shall be authenticated cancelled in accordance with Section 3.10 and delivered under this shall no longer be deemed Outstanding for any purpose." (b) The second paragraph of Section 3.01 ("Title and Terms") of the Indenture is initially limited to $[___________], except for Securities authenticated shall be amended and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. restated as follows: "The Securities shall be known and designated as the "10% Senior Notes due 2013" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________December 1, 2013, and they shall bear interest at the rate of _____10% per annum, accruing from [__________November 24, 2001], 2003 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 June 1 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002December 1, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, then Special Interest will accrue and be payable in addition to regular interest at the rate and in the manner set forth in the Form of Security. The interest so payableAccrued Special Interest, if any, shall be paid in cash in arrears semi-annually on June 1 and December 1 in each year, and punctually paid or duly provided for, on any the amount of accrued Special Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business determined on the regular record date for such interest installment, which shall be basis of the date that is 15 number of days prior to the Interest Payment Date (whether or not a Business Day) (the actually elapsed and computed as provided in Section 3.11."Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]588,926,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 906 or 1108 and 1301or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the "12 1/4% Senior Discount Notes due 2009" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________June 1, and they 2009. The Securities shall bear interest at the rate of _____12 1/4% per annum, from [__________June 1, 2001], 2004 or from the most recent Interest Payment Date (as defined below) thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 June 1 and November 15 (each an "Interest Payment Date") of each yearDecember 1, commencing February 15December 1, 20022004, until the principal thereof is paid or made available for payment. The In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so payablepaid on demand, such interest shall itself bear interest at the rate of 12.25% per annum (to the extent that the payment of such interest shall be legally enforceable), and punctually paid shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on any Interest Payment Date unpaid interest shall also be payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be paidmade in immediately available funds to the Depositary. If the Securities are issued in certificated form, in cash orthe principal of and premium, if any, and interest on the Securities shall be payable at the Company's electioncorporate trust office of the Trustee in the Borough of Manhattan, prior to February 15The City of New York, 2004New York, in Fleetwood Common Stock maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Company as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Twelve.

Title and Terms. The aggregate principal amount of Securities that 2004 Notes and 2007 Notes which may be authenticated and delivered under this Indenture is initially limited to and Outstanding at any time may not exceed $[___________]100,000,000 and $120,000,000, respectively, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities 2004 Notes or 2007 Notes pursuant to Sections 304, 305, 306, 309 or 906, 1108 and 1301. The Securities 2004 Notes and the 2007 Notes shall each be issued in a single series, known and designated, respectively, as the __% Subordinated Notes due 2004, and the __% Subordinated Notes due 2007. The Stated Maturity for the payment of principal of (a) the 2004 Notes shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due __, 2004, which Notes shall bear interest at a rate of _____" issued in connection with % per annum from the Cash Offer. Their Stated Maturity Issue Date, and (b) the 2007 Notes shall be ______________, and they 2007, which Notes shall bear interest at the rate of _____% per annum, annum from [__________, 2001]the Issue Date, or from the most recent Interest Payment Date (as defined below) to which interest has been paid thereon or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 ___ __ and November 15 (each an "Interest Payment Date") ______ __ of each yearyear (commencing ____ __, commencing February 15, 2002, 1997) until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (premium, if any,) and interest on any Interest Payment Date the Notes shall be paid, in cash or, payable at the Company's electionoffice or agency of the Company in the Borough of Manhattan, prior to February 15The City of New York, 2004maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, in Fleetwood Common Stock HOWEVER, that interest may be payable at the option of the Company by check mailed to the Person in whose name a Security is registered at address of the close of business person entitled thereto as such address shall appear on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Note Register.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1016, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "6.25% Senior (Secured) Second Priority Notes due 2013" and the Exchange Securities shall be known and designated as the "6.25% Exchange Senior (Secured) Second Priority Notes due 2013", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________June 15, 2013 and they shall bear interest at the rate of _____6.25% per annumannum from and including June 19, from [__________, 2001]2003, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February December 15, May 15, August 2003 and semi-annually thereafter on June 15 and November December 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may beSecurities originally issued, next preceding such Interest Payment Dateprovided that the Company's ability to issue Additional Securities shall be subject to the Company's compliance with Sections 1008 and 1009. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities that Notes which may be authenticated and delivered under this Indenture is initially limited to $[___________]30,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections Section 304, 305, 306, 307, 308, 906, 1108 and 13011015, 1016 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Securities Initial Notes shall be known and designated as the "Floating Interest Rate Senior Notes Due 2007" and the Exchange Notes shall be known and designated as the "Floating Interest Rate Series B Senior Notes Due 2007" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Notes shall be ______________August 15, 2007, and they the Notes shall bear interest at the a rate of _____% per annum, reset semi-annually, equal to LIBOR (as determined by the Calculation Agent, which shall initially be the Trustee (the "Calculation Agent")) plus 400 basis points, from [__________April 21, 2001], 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, 15 and August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February on August 15, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security the Note (or any predecessor Note) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether February 1 or not a Business Day) (the "Regular Record Date"), as the case may be, August 1 next preceding such Interest Payment Date. The principal of (and premium, if any) and interest on the Notes shall be payable, and the Notes shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes (which initially shall be the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇, ▇.▇. 10036-1532, Attention: Corporate Trust) or, at the option of the Company, interest may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Register; PROVIDED that all payments with respect to the Global Note and the Certificated Notes the Holders of which have given wire transfer instructions to the Company will be required to be made by delivery wire transfer of shares immediately available funds to the accounts specified by the Holders thereof. Notes that remain outstanding after the consummation of Fleetwood Common Stock pursuant to the Exchange Offer and Exchange Notes issued in connection with the Exchange Offer will be treated as a single class of securities under this Section 301 if and only if the following conditions Indenture. The Notes shall have been satisfied:be redeemable as provided in Article Eleven.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$400,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 303, 304, 305, 306, 516, 906, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “8.00% Senior Subordinated Notes due 2012” and the Exchange Securities shall be known and designated as the “8.00% Exchange Senior Subordinated Notes due 2012”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________December 15, 2012 and they shall bear interest at the rate of _____8.00% per annumannum from November 30, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February June 15, May 152005, August and semi-annually thereafter on June 15 and November December 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash orand if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. Any Additional Securities shall be issued with the benefit of an indenture supplemental to this Indenture. SECTION 302. DENOMINATIONS. The Securities shall be issuable only in registered form without coupons and only in denominations of U.S.$1,000 and any integral multiple thereof. SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed on behalf of the Company by any two of the following officers: its Chairman, its Vice Chairman, its President, any Vice Presidents or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustee shall (whether upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to U.S.$400,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to the original issue of such Additional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. In case the Company, pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such amalgamation, consolidation, or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate (but which shall not a Business Day) (affect the "Regular Record Date"rights or duties of the Trustee), but otherwise in substance of like tenor as the case may beSecurities surrendered for such exchange and of like principal amount; and the Trustee, next preceding upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such Interest Payment Daterequest for the purpose of such exchange. The Company may elect to pay such interest by delivery If replacement Securities shall at any time be authenticated and delivered in any new name of shares of Fleetwood Common Stock a successor Person pursuant to this Section 301 if in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and only if the following conditions shall have been satisfied:delivered in such new name.

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities Debentures shall be known and designated as the "14% Debentures due 2007" of the Company's "_____% Convertible Trust III Subordinated . Principal and interest on the Debentures Due _____" issued to the extent not previously paid in connection with the Cash Offer. Their Stated Maturity full in cash shall be ____due and payable in cash on the maturity of the Debentures, which shall be September [15], 2007 ("Maturity Date"). Interest shall accrue from __________, and they shall bear interest 2001 at the rate of _____% fourteen percent (14%) per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, annum until the principal thereof is paid or made available for payment. The interest so payableInterest shall be payable semiannually in arrears on ___________ 15 and __________ 15 in each year, and punctually paid or duly provided forcommencing _________ 15, 2002 (each an "Interest Payment Date"). Interest shall be payable to the Holders of record of the Debentures at 5:00 p.m., New York City time, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to fifteenth Business Day immediately preceding the Interest Payment Date (whether or not each such date, a Business Day) (the "Regular Record Reference Date"). On each Interest Payment Date to and including __________, 2005, interest shall be payable as follows: (i) interest at the case may berate per annum of two percent (2%) shall be paid in cash, next preceding and (ii) interest at the rate per annum of twelve percent (12%) shall be paid in kind through the issuance of Additional Debentures having an aggregate principal amount equal to the difference between (x) the amount of interest that would be payable on the aggregate outstanding principal amount of Debentures (including any Additional Debentures theretofore issued) at the rate per annum of fourteen percent (14%) and (y) the amount of interest payable on such Interest Payment Date in cash pursuant to the foregoing clause (i), and on each Interest Payment Date thereafter (to and including the maturity date of the Debentures), interest on the Debentures (including any Additional Debentures theretofore issued) shall be paid solely in cash. Notwithstanding the foregoing, the Company, in its sole and absolute discretion, and upon written notice to the Trustee given 30 days prior to an Interest Payment Date. The Company , may elect to pay in cash the whole or any portion of any interest payment that is entitled to be paid in kind through the issuance of Additional Debentures, and the Company's payment of any such interest by delivery portion in cash in lieu of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions Additional Debentures shall have been satisfied:no effect on the Company's rights to make future interest payments in Additional Debentures as permitted by this Indenture. Interest on the Debentures shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. The Debenture shall be in the same form and subject to the same terms (including the rate of interest from time to time payable thereon); Principal of, and premium, if any, and interest on, Global Debentures shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on Debentures shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Debentures will be payable by (i) for the cash portion, (x) by U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (y) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of $5,000,000, by wire transfer in immediately available funds, and (ii) for the portion (if any) paid by issuance of Additional Debentures, by the issuance and delivery to the Trustee for authentication of certificates representing Additional Debentures, registered in the name of the registered holder thereof, in the aggregate principal amount of the interest then so payable.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301will be U.S.$400,000,000. No additional notes may be issued under this Indenture. The Securities shall be known and designated as the “7.75% Notes due 2020” of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________June 24, and they 2020. The Securities shall bear interest at the rate of _____7.75% per annum, from [__________June 24, 2001], 2005 or from the most recent Interest Payment Date (as defined below) thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually in arrears, arrears on February 15, May 15, August 15 June 24 and November 15 (each an "Interest Payment Date") of each yearDecember 24, commencing February 15December 24, 20022005, until the principal thereof is paid or made available for payment. The interest so payableHolders will receive the benefit of the Letter of Credit which will provide for certain payments to the Trustee, on behalf of the Holders, limited, at any one time outstanding to the Stated Amount, upon receipt by the Issuing Bank of evidence of satisfaction of each of the conditions set forth in the Letter of Credit for drawing funds thereunder, including the occurrence and continuation of a Currency Inconvertibility/Non-Transfer Event. The Securities shall mature on the Stated Maturity; provided, however, that if on or before the Stated Maturity, the Company and the Guarantors deliver a certificate, substantially in the form of Exhibit E, to the Trustee (with a copy of such certificate to S&P, Fitch and the Issuing Bank) stating that either the Company and/or the Guarantors have sufficient funds in Local Currency at the Reference Rate of Exchange to repay the principal amount of the Securities on the Stated Maturity and any other Indebtedness payable on the Stated Maturity but that neither the Company nor any of the Guarantors can make such payment in respect of the Securities due to a Currency Inconvertibility/Non-Transfer Event which has occurred and is continuing on the date of the certificate, and punctually paid or duly provided forthat each of the Company and the Guarantors has used its best efforts to convert and transfer such funds, then, the obligation of the Company and the Guarantors to repay the principal amount of and accrued interest on the Securities shall be extended to the earlier to occur of (i) December 24, 2021 and (ii) 30 days after the date on which the Currency Inconvertibility/Non-Transfer Event that prevented the Company and the Guarantors from satisfying their payment obligations under the Securities and the Guarantees has ended. In the case of any Interest extension of the Stated Maturity, the Stated Maturity shall be considered a Payment Date under the terms of this Indenture, and interest shall be paiddue on the Securities at the rate set forth on the face of the Security on such Stated Maturity and on each Payment Date occurring thereafter until the Stated Maturity. Upon the occurrence of any extension of the Stated Maturity pursuant to this Section 3.1, the Company shall promptly, but in any event within two Business Days thereafter, deliver notice thereof to the Holders in accordance with the provisions of 1.6 hereof. In the event of an extension of the Stated Maturity, the Company will notify the Luxembourg Stock Exchange at least ten Business Days in advance, file a supplement to the offering circular relating to the Securities with the Luxembourg Stock Exchange and publish a notice in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort) or, if such publication is not practicable, in cash oran English language newspaper having general circulation in Europe. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest (and Additional Amounts, if any) shall be payable pursuant to the second paragraph of this Section 3.1 on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the Company's election, prior to February 15, 2004, rate per annum stated in Fleetwood Common Stock the form of security contained herein plus 1% per annum (to the Person in whose name a Security is registered at extent that the close payment of business on the regular record date for such interest installment, which shall be legally enforceable), and shall accrue from the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date")such principal and/or premium, as the case may be, next preceding was due and payable to the date payment of such Interest Payment Dateinterest (and Additional Amounts, if any) has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. The principal of and premium, if any, and interest on the Securities shall be payable at the Corporate Trust Office, the office of the Paying Agents and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company upon five (5) Business Days notice to the applicable Paying Agent, payment of interest may elect be made by check mailed to pay the address of the Person entitled thereto as such interest by delivery address shall appear in the Security Register. The Securities shall be redeemable or repurchasable as provided in Article 11. The Securities shall not have the benefit of shares any sinking fund obligations. The Securities shall be subject to defeasance at the option of Fleetwood Common Stock pursuant to the Company as provided in Article 12. Unless the context otherwise requires, the Securities shall constitute one series for all purposes under this Section 301 if and only if the following conditions shall have been satisfied:Indenture, including, without limitation, amendments, waivers or redemptions.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 1301306 or 1006. The Securities shall be known and designated as the "Fixed/Floating Rate Guaranteed Notes Due May 15, 2011" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________May 15, 2011, and they shall bear interest at the rate provided for in the Form of _____% per annumFace of Security in Section 202, from [__________May 24, 2001], 2001 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year15, commencing February November 15, 2002, 2001 until the principal thereof is paid or made available for payment; PROVIDED, HOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing and, if the Registration Default Period continues for the applicable period, Subsequent Step-Ups will occur and the Original Securities will from then bear Special Interest until the Registration Default Period is no longer continuing. The interest so payableAccrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and punctually paid or duly provided for, on any the amount of accrued Special Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business determined on the regular record date for such interest installmentbasis of the number of days actually elapsed. In connection with the cash payment of any Special Interest, which the Company or the Guarantor shall be notify the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) Trustee (the "Special Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (ii) the date on which any such Special Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date"). In the event of the occurrence of a Step-Down Date during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date, as the case may be, next preceding Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Special Interest to be paid by the Company on such Interest Payment Date. If the Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company in ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and the Borough of Manhattan, The City of New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may elect be made by check mailed to pay the address of the Person entitled thereto as such interest by delivery address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Twelve. The Securities shall not have the benefit of shares any sinking fund obligations. The Guarantees shall be subordinated in right of Fleetwood Common Stock pursuant payment to this Section 301 if Senior Indebtedness as provided in Article Thirteen and only if the following conditions Original Securities and the Exchange Securities shall have been satisfied:rank pari passu. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers and redemptions.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]150,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906307, 1108 and 1301906 or 1108. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____-% Senior Notes due 2008" issued in connection with of the Cash OfferIssuer. Their Stated Maturity shall be ______________-, 2008 and they shall bear interest at the rate of _____% -% per annum, from [__________-, 2001], 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 - and November 15 (each an "Interest Payment Date") of each year-, commencing February 15-, 20021998, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest so payable, and punctually paid or duly provided for, on any Interest Payment Date the Securities shall be paid, in cash or, payable at the Company's electionoffice or agency of the Issuer in the Borough of Manhattan, prior to February 15The City of New York, 2004New York, in Fleetwood Common Stock maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; PROVIDED, HOWEVER, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether or not applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Business Day) (Global Security will be made in accordance with the "Regular Record Date"), as applicable procedures of the case may be, next preceding such Interest Payment DateDepositary. The Company may elect Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to pay such interest defeasance at the option of the Issuer as provided in Article Twelve. The Securities shall be Guaranteed by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Guarantor as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]-, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Sect▇▇▇ ▇▇▇, 305▇▇▇, 306▇▇▇, 906▇▇▇, 1108 and 1301▇▇▇ ▇▇ ▇▇▇▇. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____-% Debt Securities due 20-" issued in connection with of the Cash OfferIssuer. Their Stated Maturity shall be ______________-, 20- and they each Security shall bear interest at the rate of _____% -% per annum, from [__________-, 2001]2001 (unless such Security is originally issued on or after an Interest Payment Date for another Security, in which case from the most recent Interest Payment Date for another Security that falls on or prior to the original issue date for such Security) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided forfor on such Security, as the case may be, payable quarterly semi-annually on - and - , commencing - , 2001 (subject to deferral as set forth herein)unless such Security is originally issued on or after an Interest Payment Date for another Security, in arrears, which case commencing on February 15, May 15, August 15 and November 15 (each an "the first Interest Payment Date") of each year, commencing February 15, 2002Date following the original issue date for such Security), until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest so payable, and punctually paid or duly provided for, on any Interest Payment Date the Securities shall be paid, in cash or, payable at the Company's electionoffice or agency of the Issuer in the Borough of Manhattan, prior to February 15The City of New York, 2004New York, in Fleetwood Common Stock maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; PROVIDED, HOWEVER, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register; PROVIDED, FURTHER, that all payments of the principal of (and premium, if any) and interest on Securities, the Permitted Holders of which have given wire transfer instructions to the Issuer or its agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether or not applicable payment date, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Permitted Holders in such instructions. Notwithstanding the foregoing, payment of any amount payable in respect of a Business Day) (Global Security will be made in accordance with the "Regular Record Date"), as applicable procedures of the case may be, next preceding such Interest Payment DateDepositary. The Company may elect Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to pay such interest by delivery defeasance at the option of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Issuer as provided in Article Twelve.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$500,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 906516, 908, 1015, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “9.625% Senior (Secured) Notes due 2011” and the Exchange Securities shall be known and designated as the “9.625% Exchange Senior (Secured) Notes due 2011”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________May 1, 2011 and they shall bear interest at the rate of _____9.625% per annum, annum from [__________May 2, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable quarterly (subject to deferral as set forth herein), in arrears, 2001 and semi-annually thereafter on February 15, May 15, August 15 1 and November 15 (1 in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, 2004redemption or otherwise as the Securities originally issued, in Fleetwood Common Stock provided that the Company’s ability to issue Additional Securities shall be subject to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which Company’s compliance with Sections 1007 and 1008. Any Additional Securities shall be issued with the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. (a) The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]51,779,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3043.4, 3053.7, 306, 906, 1108 and 1301. 3.8 or 14.2. (b) The Securities shall be known and designated as the Company's "10% Convertible Subordinated Debentures due _____% Convertible Trust III Subordinated Debentures Due _______, 2004" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________, 2004 and they shall bear interest at the rate of 10% per annum.. Interest will be payable semi-annually on ________1 and 1 of each year (each, an "Interest Payment Date"), commencing 1, 1999, to the Holders of record at the close of business on the ___ 15 or ___ 15 preceding each such Interest Payment Date. Prior to ______, 2002, interest will accrue on each Interest Payment Date but will not be paid by the Company, unless the Company elects to pay such interest in its sole discretion. Interest that is accrued and not paid on any Interest Payment Date occurring prior to _______, 2002 will bear interest at a rate of 10% per annum from and after the applicable Interest Payment Date and will become due and payable on ________, 2002. The Company shall pay interest on overdue principal and on overdue installments of interest, to the extent lawful, at a rate of 10% per annum. (c) The principal of, from [premium, if any, and interest on the Securities shall be payable in U.S. Legal Tender in immediately available funds, at the office of _______________(located at _________________) in New York City or, at the option of the Holder and subject to any fiscal or other laws and regulations applicable thereto, at any other office or agency of the Company or any Paying Agent outside New York City; provided, however, that payment of interest may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. (d) The Securities shall be redeemable at the Company's option, in whole or in part, at any time on or after ___________, 2001]2002 as provided in the form of Securities set forth in Sections 2.2 and 2.3 and Article XIII herein. (e) The Securities shall be convertible as provided in Article XIV. (f) The Securities shall be guaranteed by the Subsidiary Guarantors, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided foron an unsecured basis, as provided in Article XVI. (g) The Securities shall be subordinated in right of payment to Senior Debt and Guarantor Senior Debt of the case may be, payable quarterly Company and its Subsidiaries as provided in Articles XV and XVII. (h) The Securities shall be subject to deferral repurchase by the Company as set forth herein), provided in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:12.11.

Title and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________]. (b) Subject to Section 3.16, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Securities' Stated Maturity shall be ______________, and they 2029. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the a per annum rate of equal to _____% per annum, from [__________, 2001], 1999 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth hereinin Section 3.12), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 (each an "Interest Payment Date") December 31 of each year, commencing February 15September 30, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, Interest will compound quarterly and punctually paid or duly provided forwill accrue at a per annum rate equal to _____% to the extent permitted by applicable law, on any Interest Payment Date interest installment in arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any) and interest on the Securities shall be paid, in cash or, payable at the Company's electionoffice or agency of the Paying Agent in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, prior to February 15however, 2004, in Fleetwood Common Stock that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Security Register or (ii) if to a Security is registered at Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the close of business on the regular record date for such interest installment, which shall be the date that is Trustee not later than 15 calendar days prior to the Interest Payment Date date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. (whether e) Securities may be issuable in whole or not a Business Dayin part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be The Depository Trust Company. (f) (the "Regular Record Date"), The securities shall be subordinated in right of payment to Senior Indebtedness as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article XIII.

Title and Terms. The Subject to Section 3.03, the Trustee shall authenticate Original Securities for original issue on the date of this Indenture in the aggregate principal amount of Securities that may be authenticated and delivered under $325,000,000. With respect to any securities issued after the date of this Indenture is initially limited to $[___________], (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Original Securities pursuant to Sections 304this Indenture), 305there shall be established in or pursuant to a resolution of the Board of Directors of the Company, 306and subject to Section 3.03, 906set forth, 1108 or determined in the manner provided in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities ("Additional Securities"): (1) the aggregate principal amount of such Additional Securities that may be authenticated and 1301delivered under this Indenture; (2) the issue price and issuance date of such Additional Securities that may be authenticated and delivered under this Indenture; and (3) that such Additional Securities shall be issuable in the same form as the then Outstanding Securities and having the same terms (other than with respect to transfer restrictions and registration rights) as the then Outstanding Securities and the same depositaries. The Original Securities shall be known and designated as the "9 7/8% Senior Notes due 2010" and the Exchange Securities shall be known and designated as the "9 7/8% Series B Senior Notes due 2010," in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________February 1, 2010 and they shall bear interest at the rate of _____9 7/8% per annum, from [__________August 1, 2001], 2003 or from the most recent Interest Payment Date (as defined below) to which interest has been paid in cash or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 151, May 15and August 1 commencing on February 1, August 2004, to the Holders of record on the immediately preceding January 15 and November 15 (each an "Interest Payment Date") of each year, commencing February July 15, 2002, until the principal thereof is paid or made available for payment; provided, however, that the Original Securities shall be subject to the payment of Liquidated Damages, if any, as set forth in the Registration Rights Agreement. The interest Liquidated Damages, if any, so payable, and punctually paid or duly provided forfor in respect of any Security, on any Interest Payment Date shall shall, as provided in this Indenture and the Registration Rights Agreement, be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a such Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date Regular Record Date for such interest installmentinterest, which shall be the date that is January 15 days prior to the Interest Payment Date or July 15 (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. Accrued Liquidated Damages, if any, shall be paid in cash in arrears semi-annually on February 1 and August 1, in each year and the amount of accrued Liquidated Damages shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 3.11. The principal of (and premium, if any) and interest (and Liquidated Damages, if any), on the Securities shall be payable at the Corporate Trust Office or at the office or agency of the Company in the City and State of New York maintained for such purpose; provided, however, that at the option of the Company payment of interest and Liquidated Damages, if any, may elect be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, if a Holder has given wire transfer instructions to the Company, the Company shall pay such interest all principal, interest, premium, if any, and Liquidated Damages, if any, on that Holder's Securities in accordance with those instructions. The Securities shall be subject to repurchase by delivery of shares of Fleetwood Common Stock the Company pursuant to this Section 301 if an offer to purchase the securities as provided in Sections 10.14 and only if 10.16. The Securities shall be redeemable as provided in Article XI. The Securities shall be subject to defeasance at the following conditions shall have been satisfied:option of the Company as provided in Article XII.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$470,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 303, 304, 305, 306, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "7.25% Senior (Secured) Notes due 2012" and the Exchange Securities shall be known and designated as the "7.25% Exchange Senior (Secured) Notes due 2012", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________December 15, 2012 and they shall bear interest at the rate of _____7.25% per annumannum from November 30, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February June 15, May 152005, August and semi-annually thereafter on June 15 and November December 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash orand if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1016, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “7.875% Senior (Secured) Second Priority Notes due 2012” and the Exchange Securities shall be known and designated as the “7.875% Exchange Senior (Secured) Second Priority Notes due 2012”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________May 1, 2012 and they shall bear interest at the rate of _____7.875% per annumannum from and including April 30, from [__________, 2001]2002, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepayable on November 1, payable quarterly (subject to deferral as set forth herein), in arrears, 2002 and semi-annually thereafter on February 15, May 15, August 15 1 and November 15 (1 in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may beSecurities originally issued, next preceding such Interest Payment Dateprovided that the Company’s ability to issue Additional Securities shall be subject to the Company’s compliance with Sections 1008 and 1009. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________ (including $_]_________ aggregate principal amount of Securities that may be sold by the Company pursuant to the over-allotment option granted pursuant to the Underwriting Agreement, dated September ___, 1997, among the Company, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., BT Alex. ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 13011108, 1302 or 1405. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Notes Due _____2004" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________September 1, 2004 and they shall bear interest at the rate of ______ % per annum, from [__________, 2001], and including the date of the initial issuance of Securities under this Indenture or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)semi-annually on March 1 and September 1 commencing March 1, in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 20021998, until the principal thereof is paid or made available for payment. The Each payment of interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior include interest accrued to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to but excluding the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Dateon which payment is to be made. The Company may elect shall pay interest on overdue principal at the rate borne by the Securities, and it shall pay interest on overdue installments of interest at the same rate to pay the extent lawful. The principal of and premium, if any, and interest on the Securities shall be payable (i) in same day funds on or prior to the payment dates with respect to such interest amounts in the case of Securities held of record by delivery DTC or its nominee and (ii) at the offices of shares of Fleetwood Common Stock the Trustee in New York, New York (or such other office maintained for that purpose pursuant to this Section 301 if and only if 1002) in the following conditions case of Securities held of record by Holders other than DTC or its nominee; provided, however, that at the option of the Company payment of interest may be made, with respect to Securities held of record by a Holder other than DTC or its nominee, by check mailed to the address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be subject to repurchase at the option of the Holder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture is initially limited to $[___________], (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.06 or 11.07); (3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined; (4) the rate or rates at which the Securities of the series shall bear interest, 1108 and 1301. The Securities or the manner in which such rates are to be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are to be determined, the Interest Payment Dates on which such interest shall be known payable and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with Record Dates, if any, for the Cash Offer. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date Date; (5) the place or places where the principal of (and premium, if any, on) and interest, if any, on Securities of the series shall be paidpayable; (6) the period or periods within which, the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in cash orwhole or in part, at the option of the Company's election; (7) the obligation, prior if any, of the Company to February 15redeem, 2004purchase or repay Securities of the series pursuant to any sinking fund, amortization or other provisions and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in Fleetwood Common Stock whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any integral multiple thereof, the Person denominations in whose name a Security is registered at which Securities of the close series shall be issuable; (9) if other than the Trustee, the identity of business on the regular record date for such interest installmentSecurities Registrar and/or the Paying Agent; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest, if any, on the Securities of the series shall be payable; (12) if the amount of payment of principal of (and premium, if any, on) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin or currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (13) if the principal of (and premium, if any, on) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, or the date that is 15 days or dates on which and the terms and conditions upon which, such election may be made; (14) whether the Securities of the series are subject to defeasance or covenant defeasance, or such other means of satisfaction and discharge as may be specified for a series; (15) any deletions or modifications of or additions to the Events of Default set forth in Section 5.01 or covenants of the Company set forth in Article Eight or Ten pertaining to the Securities of the series; (16) the forms of the Securities of any series; (17) whether any Securities will be represented by a global Security (a "Global Security") and the terms of any such Global Security; (18) the applicable CUSIP numbers; (19) the terms governing the subordination of the Securities to senior indebtedness of the Company and any provisions related thereto; and (20) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers' Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the Interest Payment Date (whether or not a Business Day) (delivery of the "Regular Record Date"), as the case may be, next preceding Company Order for authentication and delivery of Securities of such Interest Payment Dateseries. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that interest may elect be payable at the option of the Company by check mailed to pay the address of the person entitled thereto as such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if address shall appear on the following conditions shall have been satisfied:Securities Register.

Title and Terms. The initial aggregate principal amount of Securities that may which will be authenticated and delivered under this Indenture is initially limited to $[___________]300,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 1013, 1016 or 1108. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and 1301issue further Securities (“Additional Securities”) under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 hereof. Such Additional Securities will be consolidated and form a single series with the Securities, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. The Securities shall be known and designated as the “8% Senior Subordinated Notes due 2012”, in the case of either Series A or Series B, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 15, 2012, and they the Securities shall each bear interest at the rate of _____8% per annumplus Penalty Interest, if any, from [__________March 14, 2001], 2002 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided forpaid, as the case may be, payable quarterly (subject to deferral as set forth herein)on September 15, 2002 and semiannually thereafter on March 15 and September 15, in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. Unless otherwise specified herein, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the “Securities.” The Series A Securities rank pari passu in right of payment with the Series B Securities. The principal of, premium, if any, and interest on any the Securities shall be payable at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. The Securities shall be paid, redeemable as provided in cash orArticle Eleven. The obligations of the Company pursuant to the Securities shall be guaranteed by each and every Guarantor as provided in Article Fourteen of the Indenture. The Securities shall be redeemable, at the option of the Holder, upon a Change of Control as provided in Section 1016 of this Indenture. At the election of the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business entire Indebtedness on the regular record date for such interest installment, which Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be the date that is 15 days prior subordinated in right of payment to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Senior Indebtedness as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Twelve.

Title and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with . (b) Subject to Section 3.16, the Cash Offer. Their Securities' Stated Maturity shall be ______________, and they 2030. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the a per annum rate of equal to _______% per annum, from [__________, 2001], 2000 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth hereinin Section 3.12), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 (each an "Interest Payment Date") December 31 of each year, commencing February 15_____________, 20022000, until the principal thereof is paid or made available for payment. The interest so payable, Interest will compound quarterly and punctually paid or duly provided forwill accrue at a per annum rate equal to _______% to the extent permitted by applicable law, on any Interest Payment Date interest installment in arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any) and interest on the Securities shall be paidpayable at the office or agency of the Paying Agent in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. (e) Securities may be issuable in whole or in part in the form of one or more Global Securities and, in cash orsuch case, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date Depositary for such interest installment, which Global Securities shall be the date that is 15 days prior The Depository Trust Company. (f) The securities shall be subordinated in right of payment to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Senior Indebtedness as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article XIII.

Title and Terms. The aggregate principal amount of Securities that Bonds which may be authenticated and delivered under this Indenture is initially limited to $[___________], 3,000,000 (except for Securities such additional principal amounts, not to exceed $450,000, of Bonds issued pursuant to an option granted to the Underwriters in the initial public offering of the Bonds) except for Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Bonds pursuant to Sections Section 304, 305, 306, 906905 and 1108 hereof. Forthwith upon the execution and delivery of this Indenture, 1108 or from time to time thereafter, Bonds up to a maximum aggregate principal amount of $3,450,000 may be executed by the Company and 1301delivered to the Trustee for authentication, and shall thereupon be authenticated and delivered by the Trustee upon Company Order, without any further action by the Company. The Securities Bonds shall be known and designated as the Company's "_____10% Convertible Trust III Subordinated Debentures Adjustable Secured Bonds, Due _____2000" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be _______________ , 2000 and they shall bear interest at the rate per annum specified in the title of _____% per annumthe Bonds, from [__________, 2001]the Initial Interest Accrual Date, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), annually on January 1 and July 1 in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15January 1, 20021996, until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest so payable, and punctually paid or duly provided for, on any Interest Payment Date the Bonds shall be paid, in cash or, payable at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to office or agency of the Person in whose name a Security is registered at the close of business on the regular record date Company maintained for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date purpose (whether or not a Business Day) (the "Regular Record DatePlace of Payment"), as which may be at the case may bePrincipal Corporate Trust Office of the Trustee, next preceding or at such Interest Payment Dateother location designated by the Company and maintained pursuant to Section 1002. The Bonds shall be redeemable as provided in Article Eleven. The Bonds shall be subordinated in right of payment to Senior Indebtedness of the Company may elect to pay such interest as provided in Article Twelve. The Bonds shall be convertible as provided in Article Thirteen. The Bonds shall be secured by delivery of shares of Fleetwood Common the Collateral Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________],000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Sect▇▇▇ ▇▇▇, 305▇▇▇, 306▇▇▇, 906▇▇▇, 1108 and 1301▇▇▇ ▇▇ ▇▇▇▇. The Securities shall be known and designated as the Company's "___% Notes due 200_" and the "___% Convertible Trust III Subordinated Debentures Due Notes due 200_" of the Company. The Stated Maturity of the _____" issued in connection with the Cash Offer. Their Stated Maturity % Notes due 200_ shall be June 1, 200_, and the Securities shall each bear interest at the rate of ____% per annum, as such interest rate may be adjusted as set forth in the Securities, from __________, 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 1 and they December 1 in each year, commencing _________, 1999, until the principal thereof is paid or duly provided for. The Stated Maturity of the ___% Notes due 200_ shall be June 1, 200_, and the Securities shall each bear interest at the rate of _____% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________, 2001]1999, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), semiannually on June 1 and December 1 in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15_________, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of, on any Interest Payment Date premium, if any, and interest on, the Securities shall be paidpayable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be the Corporate Trust Office of the Trustee; provided, in cash orhowever, that payment of interest may be made at the Company's election, prior option of the Company by check mailed to February 15, 2004, in Fleetwood Common Stock to addresses of the Person in whose name a Security is registered at the close of business Persons entitled thereto as shown on the regular record date for such interest installment, which Security Register. The Securities shall be redeemable as provided in Article Eleven and in the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment DateSecurities. The Company may elect to pay such interest Indebtedness evidenced by delivery the Securities shall rank pari passu in right of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:payment with all other Senior Indebtedness.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]U.S.$11,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, Section 305, 306, 906, 1108 and 1301306 or 1202. The Securities shall be known and designated as the "7% Exchangeable Debentures due October 25, 2000" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________October 25, 2000 and they shall bear interest on their principal amount retroactively from October 25, 1995, payable semi-annually in arrears on May 1 and November 1 in each year, commencing May 1, 1996, at the rate of _____7% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, annum until the principal thereof is paid or made available for payment. The interest so payabledue and at the rate of 7% per annum on any overdue principal and, and punctually paid or duly provided forto the extent permitted by law, on any Interest Payment Date overdue interest; provided, however, that payments shall only be made on Business Days as provided -------- ------- in Section 111. The principal of and interest on the Securities shall be paid, payable as provided in cash or, at the Company's election, prior to February 15, 2004, forms of Securities set forth in Fleetwood Common Stock to the Person Section 202 (any city in whose name which any Paying Agent is located being herein called a Security is registered at the close "Place of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record DatePayment"), provided, -------- however, that no fractional shares of Granges Common Stock shall be delivered ------- upon payment at Stated Maturity. If more than one Security being paid shall be held by the same Holder, the number of whole shares (or other integral units of securities), payable shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) held and being paid. Instead of any fractional share (or other fractional unit) which would otherwise be payable on any Security or Securities the Escrow Agent on behalf of the Company shall pay (but only from the sources specified below) a cash adjustment in respect of such fractional interest in an amount equal to the same fraction of the market price per share of the Granges Common Stock (or per unit of such other security), such market price to be calculated by the Company as ninety-five percent of the case may beaverage closing trade price of Granges Common Stock on the American Stock Exchange, next preceding or, if Granges Common Stock is not then listed on the American Stock Exchange, the stock exchange or over-the-counter market upon which the Granges Common Stock is traded which, in aggregate, has the highest dollar trading volume, during the twenty consecutive trading days ending on the last trading day prior to Stated Maturity, or, should Granges Common Stock not be traded on any stock exchange or over-the-counter market, then ninety five percent of the per share fair value of Granges Common Stock over such Interest Payment Datetwenty- day period as determined in good faith by an investment banking firm retained in good faith by the Company and which is a member of the New York Stock Exchange or the Toronto Stock Exchange. The Company may elect shall deliver to pay such interest the Escrow Agent, or at its option authorize the Escrow Agent to obtain by delivery the sale of shares of Fleetwood Granges Common Stock pursuant (or other securities which are part of the Exchange Property) held by it, the funds necessary or anticipated by the Escrow Agent to this be necessary for payment of such fractional interests. The Company agrees to furnish or cause to be furnished to the Escrow Agent any additional funds required to permit such cash payments in respect of fractional interests. The Securities shall be redeemable at the option of the Company at any time on or after October 25, 1998, as provided in Article Eleven and in the form of Securities set forth in Section 301 if and only if the following conditions 202. The Securities shall have been satisfied:be exchangeable as provided in Article Twelve.

Title and Terms. The aggregate principal amount of Debt Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________]257,732,000.00 (or up to $296,391,800.00 if the over-allotment option is exercised in full in accordance with the terms and provisions of the Purchase Agreement), except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.06, 1108 and 130111.09 or 13. 01. The Debt Securities shall be known and designated as the Company's "_____6.50% Convertible Trust III Subordinated Debentures Due _____2027" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________November 15, 2027, and they shall bear interest at the rate of _____6.50% per annum, from [__________November 25, 2001], 1997 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 arrears and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a the Security is registered at the close 5:00 p.m. (New York City time). The amount of business interest payable for any period will be computed on the regular record basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date for such on which interest installment, which shall be is payable on the date that Debt Securities is 15 days prior to the Interest Payment Date (whether or not a Business Day) , then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (the "Regular Record Date"and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the case may beInstitutional Trustee is the Holder of any Debt Securities, next preceding the Trust or the Institutional Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such Interest Payment Datecase, the Company will pay as additional interest ("Additional Interest") on the Debt Securities held by the Institutional Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Institutional Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Institutional Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of and interest on the Debt Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may elect be made by check mailed to pay the address of the Person entitled thereto as such interest by delivery address shall appear in the Security Register. The Debt Securities shall be redeemable as provided in Article Eleven hereof. The Debt Securities shall be subordinated in right of shares of Fleetwood Common Stock pursuant payment to this Section 301 if and only if the following conditions Senior Indebtedness as provided in Article Twelve hereof. The Debt Securities shall have been satisfied:be convertible as provided in Article Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 1108, 1302 or 1405 and 1301except for Additional Securities. The Securities shall be known and designated as the Company's "_____71/2% Convertible Trust III Junior Subordinated Debentures Due _____2012" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________, 2012 and they shall bear interest at the rate of _____71/2% per annumannum (provided, that, if the Charter Amendment has not been Duly Adopted by the -------- ---- Charter Amendment Deadline, the interest rate applicable to the principal amount of the Securities shall be increased to 121/2% from and after the Charter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from [__________, 2001], and including the Original Issuance Date or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)on _______, in arrears_______, on February 15_______, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year________, commencing February 15__________ ___, 20021999, until the principal thereof is paid or made available for payment. The Each payment of interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior include interest accrued to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to but excluding the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Dateon which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest and Additional Interest from time to time to the extent provided in the Securities. The principal of and premium, if any, and interest on the Securities shall be payable at the office or agency of the Company may elect to pay maintained for such interest by delivery of shares of Fleetwood Common Stock purpose pursuant to this Section 301 if and only if 1002; provided, however, that at the following conditions option of the Company payment of interest in cash may be made by check mailed to the address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register. The Securities shall be redeemable as provided in Article 11. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article 12. The Securities shall be convertible as provided in Article 13. The Securities shall be subject to repurchase at the option of the Holder as provided in Article 14.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]125,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1015 or 1108. The Securities shall be known and designated as the "11% Senior Subordinated Notes due 2008" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________August 1, 2008, and they the Securities shall each bear interest at the rate of _____11% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________July 31, 2001]1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, 1 and August 15 and November 15 (each an "Interest Payment Date") of 1 in each year, commencing February 151, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 100 Wall Street, 20th Floor, New York, New York, 10005); provided, how▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇he option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in cash orwhole or in part, at in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by these Securities shall be subordinated in right of payment with all other Senior Indebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's election, prior to February 15, 2004, obligations and covenants and certain Events of Default thereunder may be defeased as provided in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to (a) $[100,000,000 plus (b) such aggregate principal amount (which may not exceed $15,000,000 principal amount) of Securities as shall be purchased by the Underwriters pursuant to the Underwriting Agreement, dated August ___________], 1997, among the Company, Raym▇▇▇ ▇▇▇e▇ & ▇ssociates, Inc. and Forum Capital Markets, L.P., as underwriters, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 13011108, 1302 or 1403(e). The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Notes Due _____August 1, 2004" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________August 1, 2004, and they shall bear interest at the rate of _____% per annum, annum from [________August __, 2001], 1997 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semi-annually in arrears, arrears on February 15, May 15, 1 and August 15 and November 15 (each an "Interest Payment Date") of 1 in each year, commencing February 151, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided forand, on any Interest Payment Date shall be paid, in cash orto the fullest extent permitted by law, at the Company's electionrate of ___% per annum on any overdue principal and on any overdue installment of interest. The principal of (premium, prior if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose pursuant to February 15, 2004, in Fleetwood Common Stock Section 1002; provided that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register. The Securities shall be redeemable as provided in Article Eleven. The Securities are not entitled to the benefit of any sinking fund. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not Holders upon a Business Day) (the "Regular Record Date"), Change of Control as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]110,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 307, 308, 906, 1012, 1013 or 1108 and 1301or pursuant to an Exchange Offer. The Initial Securities shall be known and designated as the "11 5/8% Senior Guaranteed Notes Due 2004" and the Exchange Securities shall be known and designated as the "11 5/8% Series B Senior Guaranteed Notes Due 2004"of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________January 15, 2004, and they shall bear interest at the rate of _____11 5/8% per annumannum from January 28, from [__________, 2001]1997, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August January 15 and November July 15 (each an "Interest Payment Date") of in each year, commencing February July 15, 20021997, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a the Security (or any predecessor Security) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether December 31 or not a Business Day) (the "Regular Record Date"), as the case may be, June 30 next preceding such Interest Payment Date. The principal of (and premium, if any), and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes, (which initially shall be the office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ 10036) or, at the option of the Company, interest may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Security Register; provided that all payments with respect to the U.S. Global Security, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by delivery the Regular Record Date for such payment, will be required to be made by wire transfer of shares of Fleetwood Common Stock pursuant immediately available funds to this Section 301 if and only if the following conditions accounts specified by the Holders thereof. The Securities shall have been satisfied:be redeemable as provided in Article Eleven.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to U.S. $[___________ (or $_]__________ if the Over-allotment Option set forth in Section 2 of the Underwriting Agreement is exercised in full (the "Over-allotment Option")), except for Securities authenticated and delivered upon registration of transfer ofpursuant to Section 3.4, 3.5, 3.6, 8.5, 12.2 or 14.3(5) in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 previously authenticated and 1301. delivered under this Indenture. (1) The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due Notes due February _____, 2008" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ____________February __, 2008 and they shall bear interest on their principal amount from February __, 2001, payable semi-annually in arrears on February __ and August __ in each year, commencing August __, 2001, at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, annum until the principal thereof is paid or made available for payment. The interest so payabledue and at the rate of __% per annum on any overdue principal and, and punctually paid or duly provided forto the extent permitted by law, on any Interest Payment Date overdue interest; provided, however, that payments shall only be made on a Business Day as provided in Section 1.12. The principal of, premium, if any, and interest on the Securities shall be paidpayable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price, whether payable in cash oror in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to Section 14.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Securities shall be redeemable at the Company's election, prior to option of the Company at any time on or after the third Business Day after February 15__, 2004, in Fleetwood Common Stock whole or in part, subject to the Person conditions and as otherwise provided in whose name Article XI and in the form of Security set forth in Section 2.2. The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a Security is registered "Place of Conversion"). The Securities shall be subject to repurchase by the Company at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Holders as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article XIV.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]160,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1014 or 1108. The Securities shall be known and designated as the "13% Senior Notes due 2005" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________May 1, 2005, and they the Securities shall each bear interest at the rate of _____13% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________, 2001]the date of issuance, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein)semiannually on May 1 and November 1, in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15November 1, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. Payment of the principal of, premium, if any, and interest on, the Securities and exchange or registration of transfer of the Securities will be made at the office or agency of the Company in cash The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇), or at such other office or agency as may be maintained for such purpose, or, at the option of the Company's election, prior to February 15, 2004, in Fleetwood Common Stock payment of interest may be made by check mailed to the address of the Person in whose name a Security is registered at the close of business entitled thereto as such address shall appear on the regular record date for such Security Register, and provided, that payment by wire transfer of immediately available funds will be required with respect to principal of and interest installment, on all Global Securities and all other Securities the Holders of which shall be have provided wire transfer instructions to the date that is 15 days Trustee or the Paying Agent prior to the Interest Payment Date (whether related record date. Such payment shall be in such coin or not a Business Day) (currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Regular Record Date"), as Securities." The Series A Securities rank pari passu in right of payment with the case may be, next preceding such Interest Payment DateSeries B Securities. The Securities shall be subject to repurchase by the Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this an Offer as provided in Section 301 if and only if the following conditions 1012. Holders shall have been satisfied:the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$750,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 303, 304, 305, 306, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “6.375% Senior (Secured) Notes due 2014” and the Exchange Securities shall be known and designated as the “6.375% Exchange Senior (Secured) Notes due 2014”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 1, 2014 and they shall bear interest at the rate of _____6.375% per annumannum from February 20, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepayable on September 1, payable quarterly (subject to deferral as set forth herein)2004, and semi-annually thereafter on March 1 and September 1 in arrears, on February 15, May 15, August 15 each year and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1015 or 1108. The Securities shall be known and designated as the "10 3/8% Senior Subordinated Notes due 2007" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________May 1, 2007, and they the Securities shall each bear interest at the rate of _____10 3/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________May 5, 2001]1999, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 1 and November 15 (each an "Interest Payment Date") of 1 in each year, commencing February 15November 1, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of an affiliate of the Trustee, ▇▇▇▇▇▇ Trust Company of New York, located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10005); PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank PARI PASSU in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in cash orwhole or in part, at in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the prior payment in full of all other Senior Indebtedness. The Securities shall be senior subordinated Indebtedness of the Company ranking equal to all other existing and future senior subordinated Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's election, prior to February 15, 2004, obligations and covenants and certain Events of Default thereunder may be defeased as provided in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Article Four.

Title and Terms. The aggregate principal amount at maturity of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]405,000,000 principal face amount at maturity of Initial Securities and up to $405,000,000 principal face amount at maturity of Securities exchanged therefor in accordance with the Registration Rights Agreement, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.8 or in connection with an Offer pursuant to Sections 30410.13, 305, 306, 906, 1108 and 130110.14 or 10.21. The Securities shall be known and designated as the Company's "_____9-3/4% Convertible Trust III Subordinated Debentures Due _____Senior Discount Notes due 2007" issued in connection with of the Cash OfferCompany and ▇▇▇▇▇. Their Stated Maturity shall be ______________August 15, and they shall bear 2007. Cash interest at on the rate of _____% per annumSecurities will not accrue prior to August 15, from [__________2002, 2001], or except as provided below. Cash interest on the Securities will accrue from the most recent Interest Payment Date (as defined below) date to which interest has been paid or duly provided foror, as the case may beif no interest has been paid, payable quarterly (subject to deferral as set forth herein), in arrears, on February from August 15, May 152002; provided, however, that at any time prior to August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, Company may elect on any Interest Payment Date to commence the accrual of cash interest from and after the Cash Interest Election Date, in which case the principal amount at maturity of each Security will on such Cash Interest Election Date be reduced to the Accreted Value of such Security as of such Cash Interest Election Date, and cash interest (accruing at a rate of 9-3/4% per annum from the Cash Interest Election Date) shall be paidpayable with respect to such Security on each Interest Payment Date thereafter. The Company will pay interest semi-annually in arrears on each Interest Payment Date, commencing on the earlier of February 15, 2003 and the February 15 or August 15 immediately after the Cash Interest Election Date (if any). Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company in cash orthe Borough of Manhattan, The City of New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, -------- however, that, at the option of the Company's election, prior to February 15, 2004, in Fleetwood Common Stock payment of interest may be made by ------- check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment DateRegister. The Company may elect be required to pay such interest by delivery make a Change of shares of Fleetwood Common Stock pursuant Control Offer as provided in Section 10.13, or an Asset Sale Offer as provided in Section 10.14 or a Deposit Offer as provided in Section 10.21. The Securities shall be redeemable as provided in Article II and Article XI. The Securities shall be subject to this Section 301 if and only if the following conditions shall have been satisfied:Defeasance and/or Covenant Defeasance as provided in Article XII.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "5.500% Senior (Secured) Second Priority Notes due 2014" and the Exchange Securities shall be known and designated as the "5.500% Exchange Senior (Secured) Second Priority Notes due 2014", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 15, 2014 and they shall bear interest at the rate of _____5.500% per annumannum from and including March 11, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February September 15, May 15, August 2004 and semi-annually thereafter on March 15 and November September 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in 37 effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities Debentures that may be authenticated and delivered under this Indenture is initially limited to the sum of $[___________-], except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections Section 304, 305, 306, 306 or 906, 1108 and 1301. The Securities Debentures shall be known and designated as the Company's "_____% Convertible Trust III [-]% Junior Subordinated Debentures Due _____[-]" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________[-], and they shall bear interest at the rate of _____% [-]% per annum, from [__________, 2001-], 2001 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 December 31 (each an "Interest Payment Date") of each year, commencing February 15[-], 2002, 2001 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a Security such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date for such interest installment, which, in respect of any Debentures of which the Property Trustee is the Holder or a Global Debenture, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the regular record date that for such interest installment shall be the close of business on the date which is 15 days prior to the each Interest Payment Date (whether or not a Business Day) (such record date, the "Regular Record Date"), . Interest will compound quarterly and will accrue at the rate of [-]% per annum on any interest installment in arrears or during an extension of an interest payment period as the case may be, next preceding such Interest Payment Dateset forth in Section 312 hereof. The Company may elect amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by delivery the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of shares and interest on the Debentures shall be payable at the office or agency of Fleetwood Common Stock pursuant the Company in the United States maintained for such purpose and at 18 any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to this Section 301 if and only if the following conditions address of the Person entitled thereto as such address shall have been satisfied:appear in the Register. The Debentures shall be redeemable as provided in Article Eleven hereof. The Debentures shall be subordinated in right of payment to Senior Debt as provided in Article Twelve hereof.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____Notes due 1999" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________, 1999, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], the date or dates on which Securities are issued for Series A Preferred Shares or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)on __________, in arrears_________, on February 15, May 15, August 15 __________ and November 15 (each an "Interest Payment Date") of each year________, commencing February 15, 2002___________, until the principal thereof is paid or made available for payment. The principal of and interest so payableon the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Eleven. The Securities shall be convertible as provided in Article Twelve. Upon receipt by the Trustee of an Officer's Certificate, dated as of a dividend payment date on the Series A Preferred Shares, stating (i) that the Company has elected to exchange Series A Preferred Shares for Securities, (ii) the amount of Securities to be issued in such exchange and (iii) that, after giving effect to such exchange, (A) the aggregate outstanding principal balance of Securities will not be less than $250,000,000, (B) that, if there will be additional Series A Preferred Shares outstanding, they will have an aggregate liquidating distribution amount of not less than $250,000,000, (C) all accrued and unpaid interest on any outstanding Securities has been paid in full, (D) all accrued and unpaid dividends on the Series A Preferred Shares have been paid in full, and punctually paid (E) no Event of Default, or duly provided forevent which with the passage of time or the giving of notice would become an Event of Default, on any Interest Payment Date has occurred, the Trustee shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:authenticate and

Title and Terms. (a) The aggregate principal amount number of Securities that CPR Certificates which may be authenticated and delivered under this Indenture Agreement is initially limited to $a number equal to [___________insert number of shares of Company Common Stock outstanding on a fully diluted basis at the Effective Time], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Section 3.4, 3053.5, 306, 906, 1108 and 1301. 3.6 or 6.6. (b) The Securities shall be known and designated as the "Contingent Payment Rights" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection . (c) The Company shall, on or prior to any Payment Date, pay, to each Holder of a CPR on the April 1 or September 1 immediately prior to such Payment Date, the Contingent Payment with respect to the Cash Offer. Their Stated Maturity shall be ______________Payment Measuring Period ended immediately preceding such Payment Date, and they shall bear interest at plus any amounts deferred pursuant to Section 3.1(d). (1) If for any reason the rate Contingent Payment has not finally been determined as of _____% per annumany Payment Date, from [__________then such Payment Date shall, 2001], or upon written notice to that effect from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock Company to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installmentTrustee, which shall be automatically extended until the date that is 15 days prior the seventh Business Day after the date upon which the Contingent Payment has finally been determined. (2) The Company shall deliver, on each Payment Date, an Officers' Certificate, to the Interest Payment Date (whether or not a Business Day) (Trustee, setting forth the "Regular Record Date")calculation of the Contingent Payment, as the case may beif any, next preceding payable on such Interest Payment Date. The Company may elect Trustee shall be protected in relying upon such Officers' Certificate and shall be under no duty to pay investigate the facts underlying such interest by delivery of shares of Fleetwood Common Stock Officers' Certificate. (d) In the event that the Contingent Payment (plus any amount deferred pursuant to this Section 301 if 3.1(d) otherwise payable on any Payment Date) is less than $0.05 per CPR, then such amount shall not be payable on such Payment Date but shall be deferred (without any accrual of interest thereon) until the next following Payment Date. (e) In no event shall the aggregate of all Contingent Payments payable, from the Effective Time to and only if including the following conditions Final Payment Date, with respect to any CPR, exceed $2.00. (f) The Holders of the CPR Certificates, by acceptance thereof, agree that the Company has no obligation to initiate or continue research, development or commercialization activities with respect to any Products or any of the Somatogen Recombinant Technologies and, in its sole and subjective discretion, the Company may abandon efforts to research, develop or commercialize such technologies or Products. No joint venture, partnership or other fiduciary relationship is created hereby or by the Securities. (g) The Company shall not transfer, as an entirety (other than transfers to Subsidiaries or Affiliates of the Company), ownership of the Somatogen Recombinant Technology, unless the transferee agrees to be bound by the Agreement to the same extent as the Company is then bound by this Agreement, and the Company shall be released from any obligation hereunder to the extent the transferee assumes the Company's obligations under this Agreement. (h) Notwithstanding any provision of this Agreement or the CPR Certificates to the contrary, other than in the case of interest on the Default Payment Amount, no interest shall accrue on any amounts payable with respect to the CPRs. (i) In the event that all of the CPR Certificates not previously cancelled shall have been satisfied:called for redemption by the Company pursuant to Article 10 hereof or shall have become due and payable pursuant to the terms hereof, and the Company has paid or caused to be paid or deposited with the Trustee all amounts payable to the Holders under this Agreement, then this Agreement shall cease to be of further effect and shall be deemed satisfied and discharged. Notwithstanding the satisfaction and discharge of this Agreement, the obligations of the Company under Section 4.6(c) shall survive.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following as applicable: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture is initially limited to $[___________], (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.06 or 11.07); (3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined; (4) the rate or rates at which the Securities of the series shall bear interest, 1108 and 1301. The Securities or the manner in which such rates are to be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are to be determined, the Interest Payment Dates on which such interest shall be known payable and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with Record Dates, if any, for the Cash Offer. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date Date; (5) the place or places where the principal of (and premium, if any, on) and interest, if any, on Securities of the series shall be paidpayable; (6) the period or periods within which, the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in cash orwhole or in part, at the option of the Company's election; (7) the obligation, prior if any, of the Company to February 15redeem, 2004purchase or repay Securities of the series pursuant to any sinking fund, amortization or other provisions and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in Fleetwood Common Stock whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any integral multiple thereof, the Person denominations in whose name a Security is registered at which Securities of the close series shall be issuable; (9) if other than the Trustee, the identity of business on the regular record date for such interest installmentSecurities Registrar and/or the Paying Agent; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest, if any, on the Securities of the series shall be payable; (12) if the amount of payment of principal of (and premium, if any, on) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin or currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (13) if the principal of (and premium, if any, on) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, or the date that is 15 days or dates on which and the terms and conditions upon which, such election may be made; (14) whether the Securities of the series are subject to defeasance or covenant defeasance, or such other means of satisfaction and discharge as may be specified for a series; (15) any deletions or modifications of or additions to the Events of Default set forth in Section 5.01 or covenants of the Company set forth in Article Eight or Ten pertaining to the Securities of the series; (16) the forms of the Securities of any series; and (17) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the officers, Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the Interest Payment Date (whether or not a Business Day) (delivery of the "Regular Record Date"), as the case may be, next preceding Company order for authentication and delivery of Securities of such Interest Payment Dateseries. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that interest may elect be payable at the option of the Company by check mailed to pay the address of the person entitled thereto as such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if address shall appear on the following conditions shall have been satisfied:Securities Register.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 906 or 1108 and 1301or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____Senior Notes due 2009" issued in connection with of the Cash OfferCompany. Their The Stated Maturity of the Securities shall be ___________June ___, and they 2009. The Securities shall bear interest at the rate of _____% per annum, from [_______June ___, 2001], 1999 or from the most recent Interest Payment Date (as defined below) thereafter to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 June ___ and November 15 (each an "Interest Payment Date") of each yearDecember ___, commencing February 15December ___, 20021999, until the principal thereof is paid or made available for payment. The In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so payablepaid on demand, such interest shall itself bear interest at the rate of 1% per annum (to the extent that the payment of such interest shall be legally enforceable), and punctually paid shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on any Interest Payment Date unpaid interest shall also be payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be paidmade in immediately available funds to the Depositary. If the Securities are issued in certificated form, in cash orthe principal of and premium, if any, and interest on the Securities shall be payable at the Company's electioncorporate trust office of the Trustee in the Borough of Manhattan, prior to February 15The City of New York, 2004New York, in Fleetwood Common Stock maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Company as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Twelve.

Title and Terms. The (a) Subject to Section 3.03, the Trustee shall authenticate Original Securities for original issue on the date of this Indenture in the aggregate principal amount of Securities that may be authenticated and delivered under $510,000,000. With respect to any securities issued after the date of this Indenture is initially limited to $[___________], (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Original Securities pursuant to Sections 304this Indenture), 305there shall be established in or pursuant to a resolution of the Board of Directors of the Company, 306and subject to Section 3.03, 906set forth, 1108 or determined in the manner provided in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of such Securities ("Additional Securities"): (1) whether such Additional Securities will be 2010 Securities or 2012 Securities; (2) the aggregate principal amount of such Additional Securities that may be authenticated and 1301. delivered under this Indenture; (3) the issue price and issuance date of such Additional Securities that may be authenticated and delivered under this Indenture; and (4) that such Additional Securities shall be issuable in the same form as the then Outstanding Securities and having the same terms (other than with respect to transfer restrictions and registration rights) as the then Outstanding Securities and the same depositaries. (b) The Original 2010 Securities shall be known and designated as the "Senior Secured Floating Rate Notes due 2010," and the Exchange 2010 Securities shall be known and designated as the "Series B Senior Secured Floating Rate Notes due 2010," in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the 2010 Securities shall be ______________March 15, and they shall 2010. The 2010 Securities will bear interest at the a rate of _____% per annum, reset quarterly on each 2010 Securities Interest Payment Date, equal to LIBOR plus 4.50% from [__________March 25, 2001], 2004 or from the most recent 2010 Interest Payment Date (as defined below) to which interest on the 2010 Securities has been paid in cash or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February each 2010 Securities Interest Payment Date commencing on June 15, May 152004, August 15 and November 15 (each an "Interest Payment to the Holders of record of the 2010 Securities on the immediately preceding 2010 Securities Regular Record Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest Interest on the 2010 Securities shall be calculated by the Calculation Agent in accordance with Section 3.11(b). Original 2010 Securities shall be subject to the payment of Liquidated Damages, if any, as set forth in the Registration Rights Agreement. Liquidated Damages, if any, so payable, and punctually paid or duly provided forfor in respect of any 2010 Security, on any 2010 Securities Interest Payment Date shall shall, as provided in this Indenture and the Registration Rights Agreement, be paid, paid in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock arrears to the Person in whose name a such 2010 Security (or one or more Predecessor Securities) is registered at the close of business on the regular record date for 2010 Securities Regular Record Date immediately preceding such interest installment2010 Securities Interest Payment Date. Accrued Liquidated Damages, which if any, shall be computed as provided in Section 3.11(c). (c) The Original 2012 Securities shall be known and designated as the date that is 15 days prior to "8-1/4% Senior Secured Notes due 2012" and the Exchange 2012 Securities shall be known and designated as the "8-1/4% Series B Senior Secured Notes due 2012," in each case, of the Company. The Stated Maturity of the 2012 Securities shall be March 15, 2012. The 2012 Securities shall bear interest at the rate of 8-1/4% per annum, from March 25, 2004 or from the most recent 2012 Securities Interest Payment Date (whether to which interest has been paid in cash or not a Business Day) (the "Regular Record Date")duly provided for, as the case may be, next payable semi-annually on each 2012 Securities Interest Payment Date, commencing on September 15, 2004, to the Holders of record of the 2012 Securities on the immediately preceding 2012 Securities Regular Record Date, until the principal thereof is paid or made available for payment. Interest on the 2012 Securities shall be calculated in accordance with Section 3.11(a). Original 2012 Securities shall be subject to the payment of Liquidated Damages, if any, as set forth in the Registration Rights Agreement. Liquidated Damages, if any, so payable, and punctually paid or duly provided for in respect of any 2012 Security, on any 2012 Securities Interest Payment Date shall, as provided in this Indenture and the Registration Rights Agreement, be paid in cash in arrears to the Person in whose name such 2012 Security (or one or more Predecessor Securities) is registered at the close of business on the 2012 Securities Regular Record Date, immediately preceding such 2012 Securities Interest Payment Date. Accrued Liquidated Damages, if any, shall be computed as provided in Section 3.11(c). (d) The principal of (and premium, if any) and interest (and Liquidated Damages, if any), on the Securities shall be payable at the Corporate Trust Office or at the office or agency of the Company in the City and State of New York maintained for such purpose; provided, however, that at the option of the Company payment of interest and Liquidated Damages, if any, may elect be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Notwithstanding the foregoing, if a Holder has given wire transfer instructions to the Company, the Company shall pay such interest all principal, interest, premium, if any, and Liquidated Damages, if any, on that Holder's Securities in accordance with those instructions. (e) The Securities shall be subject to repurchase by delivery of shares of Fleetwood Common Stock the Company pursuant to this Section 301 if an offer to purchase the Securities as provided in Sections 10.14 and only if 10.16. (f) The Securities shall be redeemable at the following conditions option of the Company as provided in Article XI. (g) The Securities shall have been satisfied:be subject to defeasance at the option of the Company as provided in Article XII. (h) The Company's Obligations under the Securities and the Indenture shall be guaranteed by the Guarantors as provided in Article XIV. (i) The Company's and the Guarantors' Securities Obligations shall be secured as provided in the Collateral Documents, the Intercreditor Agreement and Article XIII.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]250,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 13011010, 1018 or 1108. The Securities shall be known and designated as the "10 7/8 % Senior Notes Due 2007" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________April 1, 2007, and they shall bear interest at the rate of _____10 7/8% per annumannum from March 31, from [__________, 2001]1997, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepayable on October 1, payable quarterly (subject to deferral as set forth herein)1997 and semiannually thereafter on April 1 and October 1, in arrears, on February 15, May 15, August 15 each year and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. Interest will be computed on the basis of a 360- day year comprised of twelve 30-day months. Principal of, premium, if any, and interest on the Securities will be payable, and the Securities may be exchanged or transferred, at the office or agency of the Company in The City of New York, which, unless otherwise provided by the Company, will be the offices of the Trustee. At the option of the Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The interest so payablerate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, and punctually paid all as set forth or duly provided for, on any Interest Payment Date referred to in the text of the Securities appearing in Exhibit A hereto. The Securities shall be paidredeemable as provided in Article Eleven. At the election of the Company, in cash or, at the entire Debt on the Securities or certain of the Company's election, prior to February 15, 2004, obligations and covenants and certain Events of Default thereunder may be defeased as provided in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment DateArticle Twelve. The Company may elect Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to pay such interest by delivery all existing and future Subordinated Debt of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Company.

Title and Terms. The aggregate principal amount of Securities that 2004 Notes and 2007 Notes which may be authenticated and delivered under this Indenture is initially limited to and Outstanding at any time may not exceed $[___________]100,000,000 and $120,000,000, respectively, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities 2004 Notes or 2007 Notes pursuant to Sections 304, 305, 306, 309 or 906, 1108 and 1301. The Securities 2004 Notes and the 2007 Notes shall each be issued in a single series, known and designated, respectively, as the __% Subordinated Notes due 2004, and the __% Subordinated Notes due 2007. The Stated Maturity for the payment of principal of (a) the 2004 Notes shall be known and designated as the Company's "_______, 2004, which Notes shall bear interest at a rate of ____% Convertible Trust III Subordinated Debentures Due per annum from the Issue Date, or from the most recent Interest Payment Date to which interest has been paid thereon or duly provided for, payable semiannually on ___ __ and _____" issued in connection with _ __ of each year (commencing ____ __, 1997) until the Cash Offer. Their Stated Maturity principal thereof is paid or duly provided for, and (b) the 2007 Notes shall be ______________, and they 2007, which Notes shall bear interest at the rate of _____% per annum, annum from [__________, 2001]the Issue Date, or from the most recent Interest Payment Date (as defined below) to which interest has been paid thereon or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 ___ __ and November 15 (each an "Interest Payment Date") ______ __ of each yearyear (commencing ____ __, commencing February 15, 2002, 1997) until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of and premium, if any, and interest on any Interest Payment Date the Notes shall be paid, in cash or, payable at the Company's electionoffice or agency of the Company in the Borough of Manhattan, prior to February 15The City of New York, 2004maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, in Fleetwood Common Stock HOWEVER, that interest may be payable at the option of the Company by check mailed to the Person in whose name a Security is registered at address of the close of business person entitled thereto as such address shall appear on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Note Register.

Title and Terms. The aggregate principal amount at maturity of Securities that which may be authenticated and delivered under this Indenture is initially limited to U.S. $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9068.05, 1108 and 130111.08, 12.02 or 14.02(e). The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____Notes due 2006" issued in connection with of the Cash OfferIssuers. Their Stated Maturity shall be ______________, 2006 and they shall bear interest at the rate of _____% per annum, on their principal amount from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be1999, payable quarterly (subject to deferral as set forth herein), semi-annually in arrears, arrears on February 15, May 15, August 15 __________ and November 15 (each an "Interest Payment Date") of __________ in each year, commencing February 15__________, 20021999, at the rate of _____% until the principal amount at maturity, Redemption Price or Fundamental Change Redemption Price in respect thereof is paid or due; provided, however, that payments shall only be made available for paymenton Business Days as provided in Section 1.12. The interest so payableprincipal, Issue Price, accrued Original Issue Discount, Redemption Price, Fundamental Change Redemption Price, and punctually paid or duly provided for, on any Interest Payment Date interest in respect of the Securities shall be paidpayable as provided in the form of Security set forth in Section 2.02 and the Fundamental Change Redemption Price shall be payable at such places as are identified in the Issuer Notice given pursuant to Section 14.02 (any 33 41 city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities shall be redeemable at the option of the Company, in cash orwhole or in part, and at the Company's election, prior option of the Company as provided in Article 11 and in the form of Security set forth in Section 2.02. The Securities shall be convertible as provided in Article 12 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities shall be subordinated in right of payment to February 15, 2004, Senior Indebtedness as provided in Fleetwood Common Stock Article 13. The Securities shall be subject to repurchase by the Person in whose name a Security is registered Issuers at the close option of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Holder as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article 14.

Title and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited $35,844,175. (b) Subject to $[___________]Section 3.16, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Securities' Stated Maturity shall be _____________ __, and they 2031. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at the a per annum rate of equal to _____% per annum, from [_________ __, 2001], 2001 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth hereinin Section 3.12), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 (each an "Interest Payment Date") December 31 of each year, commencing February 15_____ __, 20022001, until the principal thereof is paid or made available for payment. The interest so payable, Interest will compound quarterly and punctually paid or duly provided forwill accrue at a per annum rate equal to _____% to the extent permitted by applicable law, on any Interest Payment Date interest installment in arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of (and premium, if any) and interest on the Securities shall be paid, in cash or, payable at the Company's electionoffice or agency of the Paying Agent in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, prior to February 15however, 2004, in Fleetwood Common Stock that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Security Register or (ii) if to a Security is registered at Holder of $1,000,000 or more in aggregate principal amount of this Security, by wire transfer in immediately available funds upon written request to the close of business on the regular record date for such interest installment, which shall be the date that is Trustee not later than 15 calendar days prior to the Interest Payment Date date on which the interest is payable, at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. (whether e) Securities may be issuable in whole or not a Business Dayin part in the form of one or more Global Securities and, in such case, the Depositary for such Global Securities shall be The Depository Trust Company. (f) (the "Regular Record Date"), The securities shall be subordinated in right of payment to Senior Indebtedness as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article XIII.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "7% Exchangeable Notes Due 2000" of the Company. The aggregate principal amount of Securities SAILS that may be authenticated and delivered under this Indenture is initially limited to $[___________]479,953,687.50, except for Securities SAILS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities SAILS pursuant to Sections 3042.8, 305, 306, 906, 1108 and 13012.9 or 2.11 of the Indenture. The Securities stated maturity for payment of principal of the SAILS shall be known August 1, 2000 ("Stated Maturity") and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________, and they SAILS shall bear interest on the principal amount at the rate of _____7% per annum, from [__________, 2001], the date of original issuance or from the most recent Interest Payment Date (as defined below) interest payment date to which interest has been paid or duly provided for, as the case may be, payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year (subject to deferral as set forth hereincommencing November 1, 1997), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person persons in whose name a Security is names the SAILS (or any predecessor securities) are registered at the close of business on the regular record date for 15th day of the calendar month immediately preceding such interest installmentpayment date, which provided that interest payable at Maturity shall be payable to the date that person to whom the principal is 15 days payable. The SAILS shall be issuable in denominations of $61.9375 and any integral multiple thereof. The SAILS shall be initially issued in the form of one or more Global Securities and the Depositary for the SAILS shall be The Depository Trust Company, New York, New York. The SAILS shall not be redeemable prior to the Interest Payment Date (whether or their Stated Maturity. The SAILS shall not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Datebe subject to any sinking fund. The Company may elect shall not be obligated to pay such interest by delivery any additional amount on the SAILS in respect of shares taxes, except as otherwise provided in Sections 2.06 and 3.01 hereof. The form of Fleetwood Common Stock SAILS attached hereto as Exhibit A is hereby adopted, pursuant to this Sections 2.1, 2.14 and 8.1(e) of the Indenture, as a form of Securities of a series that consists of SAILS. The SAILS shall be mandatorily exchangeable as provided in Section 301 if and only if the following conditions shall have been satisfied:2.02 hereof.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$280,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "6.75% Senior (Secured) Second Priority Notes due 2015" and the Exchange Securities shall be known and designated as the "6.75% Exchange Senior (Secured) Second Priority Notes due 2015", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 15, 2015 and they shall bear interest at the rate of _____6.75% per annumannum from and including November 30, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February March 15, May 15, August 2005 and semi-annually thereafter on March 15 and November September 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash orand if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], 200,000,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Section 2.5, 3052.7, 3062.9, 9068.6, 1108 and 13019.15, 9.16 or 10.8 hereof. The Series A Securities shall be known and designated as the "8 1/4% Series A Senior Subordinated Notes due 2011" of the Company's , and the Series B Securities shall be known and designated as the "_____8 1/4% Convertible Trust III Series B Senior Subordinated Debentures Due _____Notes due 2011" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________April 15, 2011, and they shall bear interest at the rate of _____8 1/4% per annum, annum from [__________April 10, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August April 15 and November October 15 (each an "Interest Payment Date") of in each year, commencing February October 15, 20022001, and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The Series A Securities and the Series B Securities shall be considered collectively to be single class for all purposes of this Indenture, including waivers, amendments, redemptions and offers to purchase. The principal of (and premium, if any, on) and interest on any Interest Payment Date the Securities shall be payable at the office or agency of the Company maintained for such purpose in the City of New York; provided, however, interest may be paid, in cash at the option of the Company, by check mailed to the Persons entitled thereto at their respective addresses as shown on the Security Register or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock upon application to the Person Trustee by any Holder of an aggregate principal amount of Securities in whose name excess of $1,000,000 not later than the applicable Regular Record Date, by transfer to an account (such transfer to be made only to a Security is registered at Holder of an aggregate principal amount of Securities in excess of $1,000,000) maintained by such Holder with a bank in the close City of business on New York. No transfer will be made to any such account unless the regular record date for such interest installment, which shall be the date that is Trustee has received written wire instructions not less than 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Daterelevant payment date. The Securities shall be redeemable as provided in Article X hereof. The Securities shall be subject to defeasance at the option of the Company may elect as provided in Article XI hereof. Initially, the Securities shall not be guaranteed by any Subsidiary of the Company. In the circumstances set forth in Section 9.12(a) hereof, however, the Securities shall be guaranteed in the future by the Subsidiary Guarantors as provided in Article XII hereof. The Securities shall be subordinated in right of payment to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Senior Indebtedness as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount at final maturity of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]70,000,000, plus the amount of any PIK Notes (as hereafter defined) issued hereunder, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306308, 906, 1108 and 13011013, 1014 or 1108. The Initial Securities shall be known and designated as the "Senior Pay-In-Kind Notes due 2003" and the Exchange Securities shall be known and designated as the "Senior Pay-In-Kind Notes due 2003," in each case of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________August 1, and 2003 and, except as may be otherwise provided for in the Securities, they shall bear interest interest, until the principal thereof is paid or duly provided for, at the rate of _____14% per annumannum from and after August 1, from [__________, 2001]1999, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, payable beginning on February 1, 2000 and semi-annually thereafter on August 1 and February 1 in each year and at said Stated Maturity. Interest shall be payable in cash; PROVIDED, HOWEVER, that the Company may at its option pay interest in kind on the Securities by the issuance of one or more promissory notes therefor (each a "PIK Note," and collectively the "PIK Notes"), with the same terms, including date of maturity and interest rate, as the case may beSenior Pay-In-Kind Notes, payable quarterly (subject to deferral as set forth herein), each Holder registered in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered Register at the close of business on the regular record date for such interest installment, which shall be the date that is preceding January 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date")July 15, as the case may be; PROVIDED FURTHER, next preceding HOWEVER, that upon the first Interest Payment Date immediately following the date that is eighteen (18) months after (i) the consummation of an Initial Public Offering or (ii) a Change in Control, then and thereafter interest shall be payable only in cash. PIK Notes shall be deemed to have been issued by the Company, and it obligations thereunder shall commence, as of the applicable Interest Payment Date, irrespective of the actual date of execution and delivery of the PIK Notes, and shall be deemed to be included within the term "Securities" for all purposes of this Agreement as of such Interest Payment Date. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may elect to pay be maintained for such purpose; PROVIDED, HOWEVER, that, at the option of the Company, interest by delivery of shares of Fleetwood Common Stock that is payable in cash pursuant to this Section 301 if and only if the following conditions terms hereof may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall have been satisfied:appear on the Security Register. The Securities shall be redeemable as provided in Article Eleven.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due 199_" of the Company. The aggregate principal amount of Securities DECS that may be authenticated and delivered under this Indenture is initially limited to $[___________]_, except for Securities DECS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities DECS pursuant to Sections 304Section 2.08, 3052.09, 3062.12, 906, 1108 and 13013.06 or 9.05 of the Indenture. The Securities Stated Maturity for payment of principal of the DECS shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued , 199_ and the DECS shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of ___% per annum, from ______, 1995 or the most recent Interest Payment Date to which interest has been paid or duly provided for, payable quarterly in connection with the Cash Offer. Their Stated Maturity shall be arrears on __________, _________, _________ and __________ of each year (commencing ______________, and they shall bear interest 1995), to the persons in whose names the DECS (or any predecessor securities) are registered at the rate close of _____% per annum, from [___business on the _______, 2001]_______, _______ or from the most recent Interest Payment Date (as defined below) to which _______ next preceding such interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002payment date, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date DECS shall be paid, initially issued in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to form of a Global Security and the Person in whose name a Security is registered at Depositary for the close of business on the regular record date for such interest installment, which DECS shall be the date that is 15 days Depository Trust Company, New York, New York. The DECS shall not be redeemable prior to the Interest Payment Date (whether or their Stated Maturity. The DECS shall not a Business Day) (the "Regular Record Date")be subject to any sinking fund. The DECS shall be issuable in denominations of $___ and any integral multiple thereof. The DECS shall be issuable as Registered Securities only, as the case may be, next preceding such Interest Payment Datewithout coupons. The Company may elect shall not be obligated to pay such interest by delivery any additional amount on the DECS in respect of shares taxes, except as otherwise provided in Sections 206 and 302. The form of Fleetwood Common Stock DECS attached hereto as Exhibit A is hereby adopted, pursuant to this Section 301 if and only if 9.01(7) of the following conditions Indenture, as a form of Securities of a Series that consists of DECS. The DECS shall have been satisfied:be mandatorily exchangeable as provided in Section 202.

Title and Terms. The aggregate principal amount of Securities Junior Notes that may be authenticated and delivered under this Indenture is initially limited to $[___________]US$486,881,472 (four hundred eighty-six million, eight hundred eighty-one thousand, four hundred seventy-two United States dollars) (without taking into account any increase in principal amount of the Junior Notes as a result of the payment of interest or Additional Amounts, if any, in the form of Junior PIK Notes), except for Securities Junior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Junior Notes pursuant to Sections 304Section 2.06 (Registration, 305Registration of Transfer and Exchange), 3062.07 (Mutilated, 906Destroyed, 1108 Lost and 1301Stolen Junior Notes), or 3.03 (Selection of Junior Notes to Be Redeemed). The Securities Junior Notes shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____Guaranteed Junior Secured Notes due 2008" issued in connection with of the Cash OfferIssuer. Their Stated Maturity shall be ______________October 31, 2008, and they shall bear interest on their outstanding principal amount at the rate of _____% per annumapplicable Junior Note Interest Rate, from [__________the Issue Date (or if interest has already been paid or duly provided for on the Junior Notes, 2001], or from the most recent Junior Note Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be), payable quarterly (subject to deferral as set forth herein), in arrears, on February each Junior Note Interest Payment Date (and, in the case of Definitive Registered Junior Notes, to Holders of record at the close of business on the immediately preceding January 15, May April 15, August July 15 and November 15 October 15, respectively (each an such date a "Interest Payment DateREGULAR RECORD DATE") of each year, commencing February 15, 2002)), until the principal thereof is paid or made available for payment. The Subject to the following paragraph, the Issuer may, by giving notice to the Trustee, the Paying Agent and the Holders as provided in Section 13.02 (Notices) not less than 15 days prior to a Junior Note Interest Payment Date, elect to pay all (and not only some) of the interest so payable, (and punctually paid or duly provided for, any Additional Amounts) due on any such Junior Note Interest Payment Date shall in Junior PIK Notes. Any such Junior PIK Notes will, immediately upon their issue, be paidconsolidated and form a single series with the Junior Notes then in issue. If the Issuer elects, pursuant to the immediately preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest (and any Additional Amounts) due on any Junior Note Interest Payment Date the Paying Agent shall, in cash orthe case of Global Junior Notes, at make an appropriate notation on Schedule A to such Global Junior Note to reflect the Company's electionincrease in the principal amount of such Global Junior Note relating to such issue of Junior PIK Notes, prior to February 15, 2004dated the date of such Junior Note Interest Payment Date, in Fleetwood Common Stock an amount equal to the amount of interest payable with respect to the Global Junior Notes in the form of Junior PIK Notes. If the payment of interest in the form of Junior PIK Notes by addition to principal in the manner provided above shall for any reason be prohibited by applicable law on any Junior Note Interest Payment Date, the Issuer shall instead issue, and the Paying Agent shall authenticate, an additional Global Junior Note, substantially in the form of Exhibit A hereto, to the Holder of the Global Junior Note in an aggregate principal amount equal to the interest (and any Additional Amounts) due in the form of Junior PIK Notes on the Global Junior Note on such Junior Note Interest Payment Date. If the Issuer elects, pursuant to the second preceding paragraph, to issue Junior PIK Notes in lieu of any cash payment of interest due on any Junior Note Interest Payment Date then, in the case of Definitive Registered Junior Notes, the Issuer shall issue to the Person in whose name a Security such Definitive Registered Junior Note is registered registered, and the Paying Agent shall authenticate, Definitive Registered Junior Notes, dated the date of such Junior Note Interest Payment Date, in an amount equal to the amount of interest payable with respect to that Definitive Registered Junior Note in the form of Junior PIK Notes. The Issuer may not elect to pay interest (or Additional Amounts) due on the Stated Maturity of the Junior Notes in Junior PIK Notes and shall pay all such sums in cash. In the circumstances described in Section 6.02 (Payment Blockage Provisions), the Issuer shall pay interest (and any Additional Amounts) due in respect of any Junior Note Interest Period in Junior PIK Notes and not in cash. Junior PIK Notes will be deemed for all purposes to be issued on the date on which the interest being paid by the issue of Junior PIK Notes is due. Interest on the Junior PIK Notes will accrue from their issue date at the close applicable Junior Note Interest Rate. The Junior Notes will be redeemed in cash at their outstanding principal amount together with any other amounts due thereunder on their Stated Maturity, if not earlier redeemed pursuant to the provisions of business this Indenture. All payments of principal, premium, if any, interest, Additional Amounts, if any, and any other amounts due on the regular record Junior Notes shall be made in the Relevant Currency. Any amount of principal, premium, if any, interest and Additional Amounts, if any, on any Junior Note that is not paid when due shall, to the fullest extent lawful, accrue interest at a rate per annum equal to the Default Rate. Interest will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date for such the payment of principal, premium, if any, interest installmentor Additional Amounts, which shall be if any, on the date that Junior Notes is 15 days prior to the Interest Payment Date (whether or not a Business Day) , such payment may be made on the next succeeding day that is a Business Day, and, other than with respect to any payment of principal or premium, if any (the "Regular Record Date"in which case interest shall accrue), no interest shall accrue or be payable on any such payment as a result of any such delay. If any Junior Note Interest Period comprises two or more Junior Note Interest Accrual Periods, the case may be, next preceding amount of interest payable in respect of such Junior Note Interest Period will be the sum of the amounts of interest payable in respect of each of those Junior Note Interest Accrual Periods. On the first Junior Note Interest Payment Date, the Issuer shall pay, in addition to accrued interest on the outstanding principal amount of the Junior Notes, an amount per Junior Note in the Relevant Currency equal to the amount of interest that would have accrued on such Junior Note if such Junior Note had been Outstanding for the period from and including May 1, 2003 to but excluding the Issue Date, calculated using the Junior Note Interest Rate applicable to the first Junior Note Interest Period and computed on the basis of a 360-day year of twelve 30-day months. The Company principal of, premium, if any, and interest and Additional Amounts, if any, on the Junior Notes will be payable, and the Junior Notes may elect to pay such interest by delivery be exchanged or transferred, at the office or agency of shares the Paying Agent in London and New York. The Junior Notes shall be redeemable as provided in Article 3 (Redemption) and Section 5.01 (Merger, Consolidation or Sale of Fleetwood Common Stock pursuant to this Section 301 if Assets) hereof, shall be Guaranteed as provided in Article 11 (Guarantee of the Junior Notes) hereof and only if the following conditions shall have been satisfied:secured as provided in Article 12 (Transaction Security) hereof.

Title and Terms. (a) The Securities shall bear the title "___% Junior Subordinated Deferrable Interest Debentures Due ___, 2027." (b) The aggregate principal amount of the Securities that may to be authenticated and delivered issued under this Indenture is initially shall be limited to $[___________], 41,237,100 (except for Securities authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3043.3, 3053.4, 3063.5, 9069.6 or 11.7 of this Indenture and except for Securities which, 1108 pursuant to Section 3.2 of this Indenture, are deemed never to have been authenticated and 1301. delivered thereunder). (c) The date on which the principal of the Securities shall be known is due and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity payable shall be ______________, and they 2027. (d) The Securities shall bear interest at the rate of _____% per annumannum (based upon a 360-day year of twelve 30-day months), from [____and including ______, 2001]1997, or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)in arrears on the 15th day of March, June, September and December in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February December 15, 20021997, until the principal thereof is paid or made available for payment. The interest so payableEach such March 15, June 15, September 15 or December 15 shall be an "Interest Payment Date" for the Securities, and punctually paid or duly provided for, on any the Business Day next preceding an Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date" for the interest payable on such Interest Payment Date. Accrued interest that is not paid on such applicable Interest Payment Date will bear additional interest on the amount thereof (to the extent permitted by law) at a rate per annum of ___% thereof compounded quarterly. In addition, so long as no Event of Default with respect to the Securities has occurred or is continuing, the Company has the right under this Indenture at any time during the term of such Securities to defer the payment of interest at any time or from time to time for a period not exceeding 20 consecutive quarterly periods (each such period an "Extension Period"), provided that no Extension Period may extend beyond the Stated Maturity. At the end of such Extension Period, the Company must pay all interest then accrued and unpaid (together with interest thereon at the annual rate of ___%, compounded quarterly, to the extent permitted by applicable law). (e) Principal of (and premium, if any) and interest on the Securities will be payable, and, except as provided in Section 3.5 of this Indenture with respect to a Global Security (as defined below), the transfer of the Securities will be registrable and Securities will be exchangeable for Securities bearing identical terms and provisions at the corporate trust office of Wilmington Trust Company, in the City of New York, New York. (f) The Securities will be redeemable in whole at any time and in part from time to time, at the option of the Company at any time on or after _________, 2002, subject to the Company having received prior approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), at a redemption price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof. In addition, upon the occurrence of a Capital Treatment Event, an Investment Company Event or a Tax Event the Company may, at its option and subject to receipt of prior approval of the Federal Reserve if then required under applicable capital guidelines or policies of the Federal Reserve, prepay the Securities in whole (but not in part) at any time within 90 days of the occurrence of such Capital Treatment Event, Investment Company Event or Tax Event, at a redemption price equal to the accrued and unpaid interest on the Securities so redeemed to the date fixed for redemption, plus 100% of the principal amount thereof. (g) The Company shall not be obligated to prepay, repay or purchase any Securities pursuant to any sinking fund, amortization or analogous provisions or at the option of the Holder. (h) The Securities will be issued only in fully registered form and the authorized minimum denomination of the Securities shall be $25 and any integral multiple of $25 in excess thereof. (i) The Securities shall be denominated, and payments of principal of (and premium, if any) and interest on the Securities will be payable, in United States dollars. (j) The Securities shall be subject to the Events of Default specified in Section 5.1, paragraphs (1) through (5), of this Indenture. (k) The portion of the principal amount of the Securities which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof, provided, that, if such acceleration is declared by the Holders of at least 25% in aggregate liquidation amount of the Trust Preferred Securities then outstanding, then, upon such declaration of acceleration, the Securities which shall be payable shall be the principal amount thereof plus accrued interest (including any Additional Interest). (l) The Securities will be issued in fully registered form, without coupons. The Securities will not be issued in bearer form. (m) The amount of payments of principal of and any premium or interest on the Securities will not be determined with reference to an index. (n) The Securities shall not be issued in the form of a temporary Global Security (as defined below). (o) The Securities will initially be in certificated form registered in the name of the name of Wilmington Trust Company, as Property Trustee (the "Certificated Securities"). The Securities may, in the sole discretion of the Company, be deposited with, and on behalf of, The Depository Trust Company, New York, New York, as Depositary, and will be represented by a global security (a "Global Security") registered in the name of a nominee of the Depositary. If, and so long as the Depositary or its nominee is the registered holder of any Global Security, the Depositary or its nominee, as the case may be, next preceding will be considered the sole Holder of the Securities represented by such Interest Payment DateGlobal Security for all purposes under the Indenture and the Securities. The Company Certificated Securities or the Global Securities, as the case may elect be, shall bear no legends. (p) The Trustee shall be Paying Agent. (q) The Securities will not be convertible into any other securities or property of the Company. (r) The Securities are subordinate and subject in right of payment to pay such interest by delivery the prior payment in full of shares all amounts then due and payable in respect of Fleetwood Common Stock pursuant to this Section 301 if all Senior and only if the following conditions shall have been satisfied:Subordinated Debt, as provided in Article VIII.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "___% Exchangeable Notes Due November 15, 2002" of the Company. The aggregate principal amount of Securities PIES that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities PIES authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities PIES pursuant to Sections 304Section 2.08, 3052.09, 3062.12, 906, 1108 and 13013.06 or 9.05 of the Indenture. The Securities Stated Maturity for payment of principal of the PIES shall be known November 15, 2002 or a later date as provided in the definition of "Stated Maturity" in Section 101 and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________, and they PIES shall bear interest at the rate of _____% per annum, from [and including _________ __, 2001], 1999 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as for to but excluding the case may berelevant Interest Payment Date, payable quarterly (subject to deferral as set forth herein), in arrears, arrears on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, year (commencing February 15, 20022000) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or made available for payment, provided that nothing in this Indenture or the PIES is intended to prevent the Company or the Trustee from giving effect to the terms of the Issuing and Paying Agency Agreement between the Company, The Bank of New York and the Bank of New York, London, to be dated ________ __, 1999. In addition, if the Stated Maturity is extended as provided in Section 204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date PIES shall be paid, initially issued in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to form of a Global Security and the Person in whose name a Security is registered at depositary for the close of business on the regular record date for such interest installment, which PIES shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) The Depository Trust Company, New York, New York (the "Regular Record DateDepositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of $____ and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the case may be, next preceding principal amount of each PIES shall be mandatorily exchanged by the Company into a number of Vodafone ADRs at the Exchange Ratio. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such Interest Payment DateADRs. The Company may elect at its option deliver cash in lieu of delivering all or a portion (such portion to pay be selected by the Company in its discretion) of the Vodafone ADRs otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of Vodafone ADRs otherwise deliverable in respect of such interest PIES on the date of Maturity multiplied by delivery the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of shares of Fleetwood Common Stock the Vodafone ADRs otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining Vodafone ADRs deliverable at Maturity. As further provided in Section 203, no fractional Vodafone ADRs shall be delivered pursuant to this Section 301 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of Vodafone ADRs pursuant to the fourth sentence of this Section 202, if and only if more than one PIES shall be surrendered for exchange at one time by the following conditions same Holder, the amount of cash which shall have been satisfied:be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. The aggregate original principal amount of Securities that which may be authenticated and delivered under this Indenture on the Closing Date is initially limited to $[___________]29,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities (including Secondary Securities) pursuant to Sections 304▇▇▇▇▇▇▇ ▇▇▇, 305▇▇▇, 306▇▇▇, 906▇▇▇, 1108 ▇▇▇ ▇▇ ▇▇▇. Interest on the Securities shall begin to accrue on the Closing Date and 1301. The the initial Interest Rate (prior to default) on the Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____equal to 14% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's electionoption, prior up to February 154% per annum in Secondary Securities; provided that, 2004, in Fleetwood Common Stock with respect to the Person in whose name a Security is registered at the close of business payment due on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such first Interest Payment Date, the Company may, at its option, pay all interest due on that date in Secondary Securities. Notwithstanding anything to the contrary in the preceding sentence, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing on the date the Interest Rate is to reduce pursuant to the terms of this Section 301: (a) the Interest Rate (prior to default) on the Securities shall be permanently reduced to 12% per annum, payable in cash or, at the Company's option, up to 2% per annum in Secondary Securities, upon the delivery by the Company to the Trustee of (i) financial statements demonstrating that Consolidated EBITDA for the immediately preceding four consecutive fiscal quarters of the Company was not less than $18,000,000 and (ii) an Officers Certificate certifying as to the foregoing and as to the effective date of such reduction, such reduction in the Interest Rate (prior to default) on the Securities to be effective as of the first day of the next succeeding calendar month that NY1-463085 EXECUTION commences at least thirty days after the date on which such financial statements have been (1) delivered to the Trustee and (2) filed with the Commission; and (b) the Interest Rate (prior to default) on the Securities shall be permanently reduced to 10% per annum payable in cash, upon the delivery by the Company to the Trustee of (i) financial statements demonstrating that Consolidated EBITDA for the immediately preceding four consecutive fiscal quarters of the Company was not less than $25,000,000 and (ii) an Officers Certificate certifying as to the foregoing and as to the effective date of such reduction, such reduction in the Interest Rate (prior to default) on the Securities to be effective as of the first day of the next succeeding calendar month that commences at least thirty days after the date on which such financial statements have been (1) delivered to the Trustee and (2) filed with the Commission. If a Potential Event of Default or Event of Default has occurred and is continuing on the date any reduction in the Interest Rate would otherwise become effective pursuant to Section 301(a) or (b) hereof, such Interest Rate reduction shall not become effective until the first day of the next succeeding calendar month after the date on which such Potential Event of Default or Event of Default has been cured or waived in accordance with the provisions of this Indenture. Upon the occurrence of any event which would result in the reduction of the Interest Rate pursuant to Section 301(a) or (b) hereof, the Trustee (at the expense of the Company) shall give prompt written notice to all Holders (i) of such occurrence, (ii) that, provided that there is no occurrence and continuance of a Potential Event of Default or Event of Default on the date the Interest Rate is to reduce pursuant to Section 301(a) or (b), the Interest Rate will be reduced, and (iii) the effective date thereof. The Company may elect Interest Rate in effect with respect to pay the Securities is subject to increase as provided in Sections 503 and 515. Any such interest by delivery increase shall be paid solely in cash. Upon the occurrence of shares of Fleetwood Common Stock any Payment Default, Bankruptcy Default or any default pursuant to this Section 301 if 501(c) hereof, all interest accrued thereafter and only if during the following conditions period in which the Payment Default, Bankruptcy Default or any default pursuant to Section 501(c) hereof has continued shall have been satisfied:be payable solely in cash, and no portion thereof may be paid in Secondary Securities.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which Cdn$460,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 303, 304, 305, 306, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the "7.625% Senior (Secured) Notes due 2011" and the Exchange Securities shall be known and designated as the "7.625% Exchange Senior (Secured) Notes due 2011", in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________December 15, 2011 and they shall bear interest at the rate of _____7.625% per annumannum from November 30, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February June 15, May 152005, August and semi-annually thereafter on June 15 and November December 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York or elsewhere, in cash orand if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least Cdn$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The An unlimited aggregate principal amount of Securities that may be authenticated and delivered under this Indenture (of which U.S.$350,000,000 is initially limited to $[___________]being issued, except for authenticated and delivered the date hereof), including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306308, 906516, 908, 1108 and 1301or 1111. The Initial Securities shall be known and designated as the “5.500% Senior (Secured) Second Priority Notes due 2014” and the Exchange Securities shall be known and designated as the “5.500% Exchange Senior (Secured) Second Priority Notes due 2014”, in each case, of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________March 15, 2014 and they shall bear interest at the rate of _____5.500% per annumannum from and including March 11, from [__________, 2001]2004, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February September 15, May 15, August 2004 and semi-annually thereafter on March 15 and November September 15 (in each an "Interest Payment Date") of each year, commencing February 15, 2002year and at said Stated Maturity, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. The principal of (and premium, if any) and interest on any Interest Payment Date the Securities shall be paidpayable at the office or agency of the Company maintained for such purpose in The City of New York, in cash oror at such other office or agency of the Company as may be maintained for such purpose; provided, however, that, at the option of the Company's election, prior interest may be paid by check mailed to February 15addresses of the Persons entitled thereto as such addresses shall appear on the Security Register; provided further that all payments of the principal of (and premium, 2004if any) and interest on Securities, in Fleetwood Common Stock the Holders of which have given wire transfer instructions to the Person in whose name a Security is registered Company or the Paying Agent at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days least 10 Business Days prior to the Interest Payment Date (whether applicable payment date and hold at least U.S.$1,000,000 in principal amount of Securities, will be required to be made by wire transfer of immediately available funds to the accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company or not the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to the Paying Agent. The Securities shall be redeemable as provided in Article Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a Business Day) (single series with the "Regular Record Date")Securities initially issued and shall have the same terms as to status, redemption or otherwise as the case may be, next preceding such Interest Payment DateSecurities originally issued. The Company may elect to pay such interest by delivery Any Additional Securities shall be issued with the benefit of shares of Fleetwood Common Stock pursuant an indenture supplemental to this Section 301 if and only if the following conditions shall have been satisfied:Indenture.

Title and Terms. The initial aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]225,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1013 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $100,000,000 aggregate principal amount of additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the Company's "_____9 1/4% Convertible Trust III Subordinated Debentures Due _____Senior Notes due 2009" issued in connection with and the Cash Offer. Exchange Securities shall be known and designated as the "9 1/4% Exchange Senior Notes due 2009." Their Stated Maturity shall be ______________May 15, 2009, and they shall bear interest at the rate of _____9 1/4% per annumannum from May 17, from [__________, 2001]1999, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually in arrears, arrears on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of in each year, commencing February November 15, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a the Security (or any predecessor Security) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether May 1 or not a Business Day) (the "Regular Record Date"), as the case may be, November 1 next preceding such Interest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes, (which initially shall be the office of the Trustee located at One ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇06) or, at the option of the Company, interest may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Security Register; provided, however, that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by delivery the Regular Record Date for such payment, will be required to be made by wire transfer of shares immediately available funds to the accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of Fleetwood Common Stock pursuant to the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Section 301 if and only if the following conditions Indenture. The Securities shall have been satisfied:be redeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________]103,092,800 (or up to $118,556,750 if the over-allotment option is exercised in accordance with the terms and provisions of the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 1301906 or 1302. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____2016" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be __________ _____, 2016, and they shall bear interest at the rate of _____% per annum, from [________November __, 2001], 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 December 31 (each an "Interest Payment Date") of each year, commencing February 15__________ __, 2002____, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date they shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock paid to the Person in whose name a the Security is registered at the close of business 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) [TO COME] (the "Regular Record Date"). To the extent permitted by applicable law, interest will compound quarterly and will accrue at the rate of ___% per annum on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as the case may be, next preceding such Interest Payment Dateset forth in Section 312 hereof. The Company may elect amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by delivery the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of shares and interest on the Securities shall be payable at the office or agency of Fleetwood Common Stock pursuant the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to this Section 301 if and only if the following conditions address of the Person entitled thereto as such address shall have been satisfied:appear in the Security Register or by wire transfer to an account appropriately designated by the Holder entitled thereto.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture on the first issuance is initially limited to $[___________]50,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3043.03, 3053.04, 3063.05, 9063.06, 1108 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 130110.08. The Securities shall be known and designated as the “6.00% Senior Notes due 2017” of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________June 30, 2017, and they the Securities shall each bear interest at the rate of _____6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________May 10, 2001], 2013 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of in each year, commencing February November 15, 20022013, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, in cash orpremium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the Company's election, prior option of the Company by check mailed to February 15, 2004, in Fleetwood Common Stock to addresses of the Person in whose name a Security is registered at the close of business Persons entitled thereto as shown on the regular record date for such interest installmentSecurity Register. For all purposes hereunder, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 301 if and only if the following conditions 10.12. Holders shall have been satisfied:the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]57,500,000 (including $7,500,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 13011108, 1302 or 1405. The Securities shall be known and designated as the Company's "_____7% Convertible Trust III Subordinated Debentures Due _____Notes due 2004" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________December 1, 2004 and they shall bear interest at the rate of _____7% per annum, from [__________, 2001], the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein)semi-annually on June 1 and December 1 commencing June 1, in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 20021998, until the principal thereof is paid or made available for payment. The interest so payableprincipal of and premium, if any, and punctually paid or duly provided for, interest on any Interest Payment Date the Securities shall be paid, payable (i) in cash or, at respect of Securities held of record by the Company's election, prior to February 15, 2004, Depositary or its nominee in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business same day funds on the regular record date for such interest installment, which shall be the date that is 15 days or prior to the Interest Payment Date respective payment dates and (whether ii) in respect of Securities held of record by Holders other than the Depositary or not a Business Day) (its nominee in same day funds at the "Regular Record Date")office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the case may be, next preceding such Interest Payment DateSecurity Register. The Company may elect Securities shall be subject to pay such interest by delivery the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of shares payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Holder as provided in Article Fourteen.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301unlimited. The Securities shall be known and designated as the "11% Senior Notes due 2006" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________June 1, 2006, and they shall bear interest at the rate of _____11% per annum, accruing in the first instance from [__________December 1, 2001]2002 to June 1, or from 2003 (the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "first Interest Payment Date") of each year, commencing February 15, 2002and continuing to accrue thereafter and payable semi-annually on June 1 and December 1, until the principal thereof is paid or made available for payment. The ; provided, however, with respect to Securities, if there has been a Registration Default, then additional interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) will accrue (the "Regular Record Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the first 90-day period immediately following the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and, provided, further, that for each additional 90-day period that the Registration Default continues, the per annum rate of such Special Interest shall increase (each such increase, an "Additional Step-Up") by an additional 0.25% per annum up to a maximum aggregate amount of 1.00% per annum rate of Special Interest (i.e., for the combined Step-Up and any Additional Step-Up) until the Step-Down Date (after which the interest rate will be restored to its initial rate). Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on June 1 and December 1 in each year, the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as the case may be, next preceding such Interest Payment Dateprovided in Section 3.11. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, the City of New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may elect be made by check mailed to pay the address of the Person entitled thereto as such interest address shall appear in the Security Register. The Securities shall be subject to repurchase by delivery of shares of Fleetwood Common Stock the Company pursuant to this Section 301 if an Offer to Purchase as provided in Sections 10.14 and only if 10.16. The Securities shall be redeemable as provided in Article Eleven (and Article Twelve, with respect to Amortization Payments). The Securities shall be subject to Amortization Payments as provided in Article Twelve. The Securities shall be subject to defeasance at the following conditions option of the Company as provided in Article Thirteen. The Securities shall have been satisfied:the benefit of any guarantees issued specifically for the benefit of these Securities in accordance with Section 10.20 (including the guarantee issued by Millicom International Operations, B.V., dated May 8, 2003 attached to this Indenture as Annex E). Unless the context otherwise requires, the Securities issued hereunder shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is not limited. The Securities may be issued in one or more series. There shall be established in or pursuant to Board Resolutions and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable: (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities); (2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture is initially limited to $[___________], (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 304Section 3.04, 3053.05, 3063.06, 9069.06 or 11.07); (3) the date or dates on which the principal of the Securities of the series is payable or the manner in which such dates are determined; (4) the rate or rates at which the Securities of the series shall bear interest, 1108 and 1301. The Securities or the manner in which such rates are to be determined, the date or dates from which such interest shall accrue, or the manner in which such dates are to be determined, the Interest Payment Dates on which such interest shall be known payable and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with Record Dates, if any, for the Cash Offer. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date Date; (5) the place or places where the principal of (and premium, if any, on) and interest, if any, on Securities of the series shall be paidpayable; (6) the period or periods within which, the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in cash orwhole or in part, at the option of the Company's election; (7) the obligation, prior if any, of the Company to February 15redeem, 2004purchase or repay Securities of the series pursuant to any sinking fund, amortization or other provisions and the period or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in Fleetwood Common Stock whole or in part, pursuant to such obligation; (8) if other than denominations of $1,000 and any integral multiple thereof, the Person denominations in whose name a Security is registered at which Securities of the close series shall be issuable; (9) if other than the Trustee, the identity of business on the regular record date for such interest installmentSecurities Registrar and/or the Paying Agent; (10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; (11) if other than such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts, the coin or currency or currency unit in which payment of the principal of (and premium, if any, on) or interest, if any, on the Securities of the series shall be payable; (12) if the amount of payment of principal of (and premium, if any, on) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method based on a coin or currency or currency unit other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; (13) if the principal of (and premium, if any, on) or interest, if any, on the Securities of the series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency or currency unit other than that in which the Securities are stated to be payable, the period or periods within which, or the date that is 15 days or dates on which and the terms and conditions upon which, such election may be made; (14) whether the Securities of the series are subject to defeasance or covenant defeasance, or such other means of satisfaction and discharge as may be specified for a series; (15) any deletions or modifications of or additions to the Events of Default set forth in Section 5.01 or covenants of the Company set forth in Article Eight or Ten pertaining to the Securities of the series; (16) the forms of the Securities of any series; (17) whether any Securities will be represented by a global Security (a "Global Security") and the terms of any such Global Security; (18) the applicable CUSIP numbers; and (19) any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the provisions of this Indenture). Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. If any of the terms of the series are established by action taken pursuant to a Board Resolution, such Board Resolution and the Officers' Certificate setting forth the terms of the series shall be delivered to the Trustee at or prior to the Interest Payment Date (whether or not a Business Day) (delivery of the "Regular Record Date"), as the case may be, next preceding Company Order for authentication and delivery of Securities of such Interest Payment Dateseries. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company in the Borough of Manhattan, The City of New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that interest may elect be payable at the option of the Company by check mailed to pay the address of the person entitled thereto as such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if address shall appear on the following conditions shall have been satisfied:Securities Register.

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "__% Convertible Subordinated Debentures due 2010" of the Company. The aggregate principal amount of Securities Debentures that may be authenticated and delivered under this Indenture is initially limited to $[___________]$ million, except for Securities Debentures authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 304, 305, 306, 906307, 1108 904 and 13011103 of the Indenture. The Securities Stated Maturity for payment of principal of the Debentures shall be known and designated as the Company's "________, 2010 and the Debentures shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of __% Convertible Trust III Subordinated Debentures Due of the principal amount per annum, from _____" issued in connection with __, 2000 or the Cash Offermost recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount thereof is paid at Maturity. Their Stated Maturity Interest on the Debentures shall be payable semi-annually in arrears on __________, and __________ of each year, commencing ___________, 2000 (each, an "Interest Payment Date"), to the Persons in whose names the Debentures (or any Predecessor Securities) are registered at the close of business on the ______________, and they shall bear interest at the rate of _____% per annum, from [_ and __________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next _ immediately preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Except as provided in this paragraph, if a Holder converts its Debentures into Common Stock pursuant on any day other than an Interest Payment Date, such Holder shall receive no interest that has accrued on such Debentures. A Holder who converts a Debenture after a Regular Record Date for an interest payment but prior to this Section 301 if the corresponding Interest Payment Date, shall be entitled to receive on the Interest Payment Date interest accrued and only paid on such Debentures, notwithstanding the conversion of such Debentures prior to such Interest Payment Date. However, at the time such Holder surrenders such Debentures for conversion, such Holder must pay to the Company an amount equal to the interest that has accrued and will be paid on the Interest Payment Date on the Debentures being converted. However, the preceding sentence shall not apply to Debentures that are converted after being called by the Company for redemption. In addition, if the following conditions Redemption Date is prior to a Regular Record Date for an Interest Payment Date, and prior to such Redemption Date such Holder chooses to convert such Holder's Debentures, such Holder will receive on the date that has been fixed for redemption the amount of interest such Holder would have received if such Holder had not converted its Debentures. The Debentures shall have been satisfied:be initially issued in the form of one or more Global Securities and the U.S. Depositary for the Debentures shall be The Depository Trust Company, New York, New York. The Debentures shall not be subject to any sinking fund. The Debentures shall be issuable in denominations of $1000 and integral multiples thereof. The Debentures shall not be issued as Original Issue Discount Securities or subject to defeasance as provided in Article Fifteen of the Indenture. The form of Debentures attached hereto as Exhibit A is hereby adopted, as a form of Securities of a series that consists of Debentures. Certain terms of the Debentures are set forth in the form of the Debentures. With respect to the Debentures only and for the benefit of only the Holders thereof, the failure on the part of the Company to observe or perform any of the covenants or agreements on the part of the Company in this Fifth Supplemental Indenture not otherwise specified in Section 501 of the Indenture shall be an additional Event of Default with respect to the Debentures as if and, for all purposes under the Indenture, to the same extent as if the same were specified in paragraph (d) of such Section 501 of the Indenture.

Title and Terms. The initial aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1013 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Company may also issue up to $40,000,000 aggregate principal amount of Additional Securities having identical terms and conditions to the Initial Securities, subject to compliance with the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the Company's "_____11% Convertible Trust III Senior Subordinated Debentures Due _____Notes due 2008" issued in connection with and the Cash Offer. Exchange Securities shall be known and designated as the "11% Exchange Senior Subordinated Notes due 2008." Their Stated Maturity shall be ______________June 15, 2008, and they shall bear interest at the rate of _____11% per annumannum from June 24, from [__________, 2001]1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually in arrears, arrears on February 15, May 15, August June 15 and November December 15 (each an "Interest Payment Date") of in each year, commencing February December 15, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a the Security (or any predecessor Security) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether June 1 or not a Business Day) (the "Regular Record Date"), as the case may be, December 1 next preceding such Interest Payment Date. The principal of and premium, if any, and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York, New York maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, Atlanta c/o First Chicago Trust Company, Attention: Fran▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇rporate Trust, 8th ▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇05), or, at the option of the Company, interest may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Security Register; provided, however, that all payments with respect to the Global Securities, as well as U.S. Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by delivery the Regular Record Date for such payment, will be required to be made by wire transfer of shares immediately available funds to the accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of Fleetwood Common Stock pursuant to the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Section 301 if and only if the following conditions Indenture. The Securities shall have been satisfied:be redeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], 37.0 million except for Additional Securities and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906307, 907 or 1108 and 1301or in connection with an Offer to Purchase pursuant to Section 1015 (all Securities referred to in this exception being deemed "Substitute Securities"). On the Closing Date, the Issuer shall not issue in excess of $38.0 million in aggregate principal amount of Securities. The Securities shall be known and designated as the Company's "_____13% Convertible Trust III Subordinated Debentures Due _____Term Loan Notes due 2011" issued in connection with of the Cash OfferIssuer. Their Stated final Maturity date shall be [__________________], 2011 and they shall bear interest at the rate of _____13% per annum, from [__________the Closing Date in the case of the Original Securities, 2001], the applicable date of issuance in the case of Additional Securities (an "Issue Date") or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable quarterly (subject to deferral as set forth herein), annually in arrears, arrears on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year[__________], commencing February 15[_____________], 2002, 2004 until the principal thereof is paid or made available for payment. The interest Interest so payablepayable shall be, and punctually paid or duly provided for(a) for the three-year period following the Closing Date, on any Interest Payment Date shall be paid, payable in cash oror in kind by the issuance of additional Securities with terms identical to this Security (other than with respect to the date of issuance) in such principal amount as shall equal the interest payment that is then due ("Additional Securities"), or any combination thereof, at the CompanyIssuer's election; and (b) thereafter until the principal hereof is paid or made available for payment, prior to February 15payable in cash. The Securities issued on the Closing Date and any Additional Securities shall be treated as a single class for all purposes under this Indenture. The principal of and interest on the Securities shall be payable at the office or agency of the Issuer in the Borough of Manhattan, 2004The City of New York maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose or, in Fleetwood Common Stock the case of a Global Security, shall be paid by wire transfer of immediately available funds to the Person in whose name a Security is registered accounts specified by the Holders of the Securities; provided, however, that at the close option of business on the regular record date for Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such interest installment, which address shall appear in the Security Register. The Securities shall be subject to repurchase by the date that is 15 days prior Issuer pursuant to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), an Offer to Purchase as the case may be, next preceding such Interest Payment Dateprovided in Section 1015. The Company may elect Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to pay such interest by delivery defeasance and covenant defeasance as provided in Article Twelve. The Securities shall not have the benefit of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:any sinking fund obligation.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]100,000,000 in principal amount of Series A Securities and $100,000,000 in principal amount of Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 and 13011013, 1016 or 1108. The Series A Securities shall be known and designated as the "9 1/4% Series A Senior Subordinated Notes due 2007, Series A" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Series A Securities shall be ______________October 15, 2007, and they the Series A Securities shall each bear interest at the rate of _____9 1/4% per annum, as such interest rate may be adjusted as set forth in the Series A Security, from [__________October 16, 2001]1997, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided forpaid, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually on April 15 and October 15 in arrears, on February each year commencing April 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The Series B Securities shall be known and designated as the "9 1/4% Series B Senior Subordinated Notes due 2007, Series B" of the Company. The Stated Maturity of the Series B Securities shall be October 15, 2007, and the Series B Securities shall each bear interest at the rate of 9 1/4% per annum, as such interest rate may be adjusted as set forth in the Series B Security, from their issuance date or from the most recent Interest Payment Date shall be to which interest has been paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such payable semiannually on April 15 and October 15, in each year commencing April 15, 1998, until the principal thereof is paid or duly provided for. Interest Payment Dateon any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of and premium, if any, and interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company may elect to pay maintained for such interest by delivery of shares of Fleetwood Common Stock purpose pursuant to this Section 301 if 1002; provided, however, that at the option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities will be exchangeable and only if transferable at an office or agency of the following conditions Company in The City of New York maintained for such purposes. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1013. Holders shall have been satisfied:the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1016. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited unlimited. Concurrently with the execution and delivery of this Indenture, the aggregate principal amount of Initial Securities to $[___________], except for Securities be authenticated and delivered upon registration of transfer ofunder this Indenture is $350,000,000. Additional Securities, which may be Initial Securities or in exchange forExchange Securities ("Additional Securities"), or in lieu ofmay be authenticated and delivered under this Indenture at any time from time to time, other and such Securities pursuant to Sections 304will have the same terms and conditions as, 305and be treated as a single class (for all purposes under this Indenture) with, 306, 906, 1108 all such previously authenticated and 1301delivered Securities. The Initial Securities shall be known and designated as the Company's "_____5.375% Convertible Trust III Subordinated Debentures Senior Notes Due _____2013" issued in connection with and the Cash Offer. Their Exchange Securities shall be known and designated as the "5.375% Senior Notes Due 2013, Series B." The Stated Maturity of the Securities shall be ______________February 27, 2013 and they the Securities shall bear interest at the rate of _____5.375% per annum, annum from [__________, 2001]their date of original issue, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semiannually in arrears, arrears on February 15, May 15, 27 and August 15 and November 15 (each an "Interest Payment Date") of 27 in each year, commencing February 15, 2002on the date set forth in the definitive form of such Securities, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a the Security (or any Predecessor Security) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether February 12 or not a Business Day) (the "Regular Record Date"), as the case may be, August 12 next preceding such Interest Payment Date. The principal of and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in (i) The City of New York and, (ii) so long as the Securities are listed on the Luxembourg Stock Exchange, and the rules of such stock exchange require, in Luxembourg, in each case maintained for such purposes, (which initially shall be the office of the Trustee located at SunTrust Bank, c/o Computershare Trust Company of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005 and the office ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇enerale du Luxembourg S.A., 50 Avenue J.F. Kennedy, L-2951 Luxembourg) or, at the option of ▇▇▇ ▇▇▇▇▇▇▇, i▇▇▇▇▇▇▇ may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Security Register; provided that all payments with respect to Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by delivery the Regular Record Date for such payment, will be required to be made by wire transfer of shares immediately available funds to the accounts specified by the Holders thereof). Securities that remain outstanding after the consummation of Fleetwood Common Stock pursuant to the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Section 301 if and only if the following conditions Indenture. The Securities shall have been satisfied:be redeemable as provided in Article XI.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________], as such amount may be increased, but not by an amount in excess of $___________, solely as a result of the purchase of additional Securities (referred to in the Purchase Agreement as "Option Securities") pursuant to the exercise of the underwriter's over-allotment option granted by the Company under the Purchase Agreement, dated as of ____________, 1997 (the "Purchase Agreement"), between the Company and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (the "Underwriter"), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301or 1302. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____2017" issued in connection with of the Cash OfferCompany. Their Stated Maturity shall be ______________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], _ or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semi-annually on February 15, May 15, August 15 _____________ and November 15 (each an "Interest Payment Date") of each year________, commencing February 15, 2002___________, until the principal thereof is paid or made available for payment. The interest so payableUpon receipt by the Trustee of an Officers' Certificate stating that the Underwriter has elected to purchase from the Company a specified aggregate principal amount of Option Securities, not to exceed a total of $___________ for all such elections in accordance with this paragraph, pursuant to the Purchase Agreement, the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Option Securities to or upon a Company Request, and punctually paid or duly provided for, on any Interest Payment Date such specified aggregate principal amount of such Option Securities shall be paidconsidered part of the original aggregate principal amount of the Securities. The principal of (and premium, in cash or, if any) and interest on the Securities shall be payable at the Company's electionoffice or agency of the Company maintained for such purpose; provided, prior to February 15however, 2004, in Fleetwood Common Stock that at the option of the Company payment -------- ------- 25 of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered at the close of business on the regular record date for such interest installment, which Register. The Securities shall be the date that is 15 days prior redeemable as provided in Article Eleven. The Securities shall be subordinated and subject in right of payment to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), prior payment of Senior Indebtedness as the case may be, next preceding such Interest Payment Dateprovided in Article Twelve. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions Securities shall have been satisfied:be convertible as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered from time to time under this Indenture is initially limited to $[___________]U.S.$66,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304Section 3.4, 3053.6, 3068.5, 90610.8, 1108 and 130111.2 or 12.3(5). The Securities shall be known and designated as the "6% Senior Convertible Notes due 2010" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________June 12, 2010, and they the Maturity Amount shall be payable on or before the fifth Business Day after June 12, 2010. The Securities shall bear interest on their principal amount from May 12, 2006, payable in arrears commencing December 12, 2006 and thereafter semi-annually on June 12 and December 12 in each year, at the rate of _____6% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15, 2002, annum until the principal Maturity Amount thereof is paid or made available due and at the rate of 6% on any unpaid principal amount (but, for payment. The interest so payablethe avoidance of doubt, and punctually paid or duly provided fornot on the Maturity Amount) after June 12, 2010 until paid, and, to the extent permitted by law, on any Interest Payment Date unpaid interest amount after June 12, 2010 until paid; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. The Accreted Value of and interest on the Securities shall be paid, payable as provided in cash or, at the Company's election, prior to February 15, 2004, forms of Securities set forth in Fleetwood Common Stock to the Person EXHIBIT A and EXHIBIT B and in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Datethis Indenture. The Company may may, subject to the conditions set forth in Section 3.11, elect to pay repay the Maturity Amount of the Securities on or before the fifth Business Day following the Maturity Date, in whole or in part, in Ordinary Shares or ADSs. Any Redemption Price or Repurchase Price, whether payable in cash or in Ordinary Shares or ADSs, shall be payable at such interest by delivery places as are identified in the notice of shares of Fleetwood Common Stock redemption delivered pursuant to this Section 301 if 10.5 or the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities shall be redeemable at the option of the Company, as provided in Article 10 and only if Article 13 and in the following conditions form of Securities set forth in EXHIBIT A and EXHIBIT B. The Securities shall have been satisfied:be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities shall be senior, unsecured obligations of the Company and shall rank PARI PASSU to all present and future indebtedness of the Company. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article 12.

Title and Terms. The initial aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]650,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1012, 1108 or otherwise. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and 1301issue Additional Securities under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 hereof. The terms of the Securities and any Additional Securities may have different issuance dates and dates from which interest accrues and shall be part of the same series. The total amount of the Securities which may be issued under this Indenture is unlimited. Such Additional Securities will be consolidated and form a single series with the Securities, vote together with the Securities and have the same terms as to status, redemption or otherwise as the Securities. References to the Securities under this Indenture include these Additional Securities if they are in the same series, unless the context requires otherwise. The Securities shall be known and designated as the “4.625% Senior Notes due 2029” of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their The Stated Maturity of the Securities shall be ______________November 15, 2029, and they the Securities shall each bear interest at the rate of _____4.625% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________October 27, 2001]2021, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of in each year, commencing February as of May 15, 2002, 2022 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be the Corporate Trust Office); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in cash orwhole or in part, at in the event of a Change of Control pursuant to Section 1014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. At the election of the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business entire Indebtedness on the regular record date for such interest installment, which shall Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), defeased as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]165,000,000 in principal amount of Securities (of which $115.0 million are Initial Securities and up to $50.0 million may be issued as Additional Securities), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 308, 906, 1108 and 13011012, 1015 or 1108. The Securities shall be known and designated as the Company's "_____11% Convertible Trust III Senior Subordinated Debentures Due _____Notes due 2009" issued in connection with of the Cash OfferIssuers. Their The Stated Maturity of the Securities shall be ______________May 15, 2009, and they the Securities shall each bear interest at the rate of _____% per annum, as such interest rate may be adjusted as set forth in the Securities, from [__________May 18, 2001]1999, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of in each year, commencing February November 15, 20021999, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Issuers in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 114 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇); ▇rovided, however, that payment of interest may be made at the option of the Issuers by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the "Securities." The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Issuers pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Issuers to purchase their Securities, in cash or, at the Company's election, prior to February 15, 2004whole or in part, in Fleetwood Common Stock the event of a Change of Control pursuant to Section 1015. - 59 - 73 The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall rank junior to and be subordinated in right of payment to the Person prior payment in whose name a Security is registered at full of all other Senior Indebtedness. The Securities shall be senior subordinated Indebtedness of the close Issuers ranking equal to all other existing and future senior subordinated Indebtedness of business the Issuers and senior to all Subordinated Indebtedness of the Issuers. At the election of the Issuers, the entire Indebtedness on the regular record date for such interest installment, which shall Securities or certain of the Issuers' obligations and covenants and certain Events of Default thereunder may be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), defeased as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 303, 304, 305, 306, 307, 906, 1108 and 13011012, 1015 or 1108. The Securities shall be known and designated as the "___% Senior Subordinated Notes due 2007" of the Company's ". The Stated Maturity of the Securities shall be _____% Convertible Trust III Subordinated Debentures Due _ 1, 2007, and the Securities shall each bear interest at the rate of _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ___% per annum, from ___________, and they shall bear interest at the rate of _____% per annum, from [__________, 2001]1997, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may bepaid, payable quarterly (subject to deferral as set forth herein), semiannually on ______ 1 and ______ 1 in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date") of each year, commencing February 15_______ 1, 20021997, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be paidpayable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in cash orwhole or in part, at in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company's election, prior to February 15, 2004, obligations and covenants and certain Events of Default thereunder may be defeased as provided in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:Article Four.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to $[___________]750,000,000, in the case of the 2011 Securities, $850,000,000, in the case of the 2016 Securities, and $550,000,000, in the case of the 2036 Securities, in each case except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306306 or 906; provided, 906however, 1108 that the Company may reopen the series of Securities represented by the 2011 Securities, the 2016 Securities or by the 2036 Securities to issue additional Securities of such series, which shall form a single series with the other Securities of such series and 1301shall have the same terms, without the consent of the Holders. The Securities shall be known and designated as the Company's "_____5.35% Convertible Trust III Subordinated Debentures Due _____" issued Senior Notes due 2011", in connection with the Cash Offer. Their Stated Maturity shall be case of the 2011 Securities, the "5.70% Senior Notes due 2016", in the case of the 2016 _____________________________ To be included only on Global Securities. Securities, and the "6.40% Senior Notes due 2036", in the case of the 2036 Securities, in each case of the Company. The Stated Maturity of the 2011 Securities in respect of principal shall be January 5, 2011, and they shall bear interest at the rate of _____5.35% per annum, from [__________December 9, 2001], 2005 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), semi-annually in arrears, arrears on February 15, May 15, August 15 each January 5 and November 15 (each an "Interest Payment Date") of each yearJuly 5, commencing February 15July 5, 20022006, until the principal thereof is paid or made available for payment. The interest so payableStated Maturity of the 2016 Securities in respect of principal shall be January 5, 2016, and punctually they shall bear interest at the rate of 5.70% per annum, from December 9, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such payable semi-annually in arrears on each January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. The Stated Maturity of the 2036 Securities in respect of principal shall be January 5, 2036, and they shall bear interest at the rate of 6.40% per annum, from December 9, 2005 or from the most recent Interest Payment DateDate to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on each January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. The principal of and interest on the Securities shall be payable at the office or agency of the Company in The City of New York maintained for such purpose and any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Company may elect initially designates DTC as Depositary with respect to pay such interest by delivery each series of shares of Fleetwood Common Stock pursuant to this Securities. Section 301 if and only if the following conditions shall have been satisfied:302.

Title and Terms. (a) The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________]. (b) Subject to Section 3.16, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Securities shall be known and designated as the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Securities' Stated Maturity shall be ____ __, 2028. (c) The Securities, established pursuant to a Board Resolution, shall bear interest at a per annum rate equal to ____% from __________ __, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], 1998 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth hereinin Section 3.12), in arrears, on February 15March 31, May 15June 30, August 15 September 30 and November 15 (each an "Interest Payment Date") December 31 of each year, commencing February 15________ __, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, Interest will compound quarterly and punctually paid or duly provided forwill accrue at a per annum rate equal to ____% to the extent permitted by applicable law, on any Interest Payment Date interest installment in arrears for more than one quarterly period or during an extension of an interest payment period as set forth below in Section 3.12. (d) The principal of and interest on the Securities shall be paidpayable at the office or agency of the Paying Agent in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. (e) Securities shall be issuable in whole or in part in the form of one or more Global Securities and, in cash orsuch case, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a Security is registered at the close of business on the regular record date Depositary for such interest installment, which Global Securities shall be the date that is 15 days prior The Depository Trust Company. (f) The securities shall be subordinated in right of payment to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), Senior Indebtedness as the case may be, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if and only if the following conditions shall have been satisfied:provided in Article XIII.

Title and Terms. The aggregate principal amount of Securities that which may be authenticated and delivered under this Indenture is initially limited to an aggregate principal amount of $[___________]380,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections Section 304, 305, 306, 906, 1108 and 1301906 or 1108. The Securities shall be known and designated as the "10.25% Senior Notes due 2007" of the Company's "_____% Convertible Trust III Subordinated Debentures Due _____" issued in connection with the Cash Offer. Their Stated Maturity shall be ______________November 15, 2007, and they shall bear interest at the rate of _____% per annum, from [__________, 2001], or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject including with respect to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 (each an "Interest Payment Date"any predecessor security thereto) at a per annum interest rate of each year, commencing February 15, 200210.25%, until the principal thereof is paid or made available for payment; provided that, for the period from November 15, 2002 until, but not including, February 25, 2003, interest shall be payable at the rate of 8.63% per annum. Notwithstanding the foregoing, if any Amended B Note is Outstanding on August 1, 2003, (a) the Company shall, on August 1, 2003, pay to the Paying Agent for the account of each Holder of Amended B Notes an amount equal to the amount by which (i) the aggregate amount of interest that would have accrued with respect to the principal amount of such Amended B Notes from February 25, 2003 through August 1, 2003 if such Amended B Notes had borne interest during such period at the rate of 13.0% per annum exceeds (ii) the aggregate amount of interest actually accrued with respect to such Amended B Notes from February 25, 2003 through August 1, 2003; and (b) the Amended B Notes Outstanding on August 1, 2003 shall bear interest from and after such date at the rate of 13.0% per annum. On the day such payment is made, the Company shall notify the Trustee in writing of such payment. Upon receipt of any amount pursuant to the preceding sentence, the Paying Agent shall promptly pay such amount ratably to the Holders of the Amended B Notes on the date of such payment. Notwithstanding the foregoing, if any Lien granted pursuant to any Collateral Document to secure any Amended B Note pursuant to Article Thirteen hereof and Section 2.01 of the Security Agreement is subsequently determined to be a preference pursuant to Section 547 of the Bankruptcy Code (or any successor provision or statute) or under any comparable state law, as found in a judgment by a court of competent jurisdiction, (i) interest shall be deemed to have accrued on such Securities at the rate of 13.0% per annum from the date on which such Lien was purported to be granted until the date of such determination and (ii) the amount by which (A) interest determined in accordance with clause (i) above with respect to such Securities for such period exceeds (B) interest actually accrued with respect to such Securities for such period shall be due and payable by the Company to the Paying Agent for the Holders of such Securities on the date of such determination and (C) interest shall accrue on such Securities from and after the date of such determination at the rate of 13.0% per annum. The principal of (and premium, if any) and interest so payableon the Securities shall be payable at the office or agency of the Company in The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on the Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and punctually paid or duly provided for, interest on any Interest Payment Date the Securities shall be paid, in cash or, payable at the Company's electionCorporate Trust Office of the Paying Agent in The City of New York, prior to February 15New York, 2004maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, in Fleetwood Common Stock however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name a the Security is registered Register. The Securities shall be redeemable as provided in Article Eleven and, with respect to the Amended A Notes and Amended B Notes only, subject to prepayment (at the close option of business on each Holder of such Securities) as provided in Article Fifteen. The Securities shall not have the regular record date for such interest installment, which benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the date that is 15 days prior to option of the Interest Payment Date (whether or not a Business Day) (Company as provided in Article Twelve. Unless otherwise provided herein, the "Regular Record Date")Amended A Notes, as the case may beAmended B Notes and Amended C Notes shall constitute one series for all purposes under this Indenture, next preceding such Interest Payment Date. The Company may elect to pay such interest by delivery of shares of Fleetwood Common Stock pursuant to this Section 301 if including without limitation, notices, amendments, waivers, redemptions and only if the following conditions shall have been satisfied:prepayments.

Title and Terms. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is initially limited to $[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 304, 305, 306, 906, 1108 and 1301. The Initial Securities shall be known and designated as the Company's "_____11% Convertible Trust III Subordinated Debentures Due _____Senior Notes due 2008" issued in connection with and the Cash Offer. Exchange Securities shall be known and designated as the "11% Series B Senior Notes due 2008." Their Stated Maturity shall be ______________May 15, 2008, and they shall bear interest at the rate of _____11% per annumannum from May 20, from [__________, 2001]1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable quarterly (subject to deferral as set forth herein), in arrears, semiannually on February 15, May 15, August 38 27 15 and November 15 (each an "Interest Payment Date") of in each year, commencing February November 15, 20021998, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be paid, in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the Person in whose name a the Security (or any predecessor Security) is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether May 1 or not a Business Day) (the "Regular Record Date"), as the case may be, November 1 next preceding such Interest Payment Date. The principal of (and premium, if any), and interest on the Securities shall be payable, and the Securities shall be exchangeable and transferable, at the office or agency of the Company in The City of New York maintained for such purposes, (which initially shall be the office of the Trustee located at One ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇) ▇▇, at the option of the Company, interest may elect be paid by check mailed to pay the address of the Person entitled thereto as such interest address shall appear on the Security Register; provided that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by delivery the Regular Record Date for such payment, shall be required to be made by wire transfer of shares immediately available funds to the accounts specified by the Holders thereof. Securities that remain outstanding after the consummation of Fleetwood Common Stock pursuant to the Exchange Offer and Exchange Securities issued in connection with the Exchange Offer will be treated as a single class of securities under this Section 301 if and only if the following conditions Indenture. The Securities shall have been satisfied:be redeemable as provided in Article Eleven.