0001047469-02-006080 Sample Contracts

FLEETWOOD ENTERPRISES, INC. EDWARD B. CAUDILL STOCK OPTION PLAN AND AGREEMENT
Option Plan and Agreement • December 9th, 2002 • Fleetwood Enterprises Inc/De/ • Motor homes • California

THIS STOCK OPTION PLAN AND AGREEMENT (this "Agreement") is made effective as of August 12, 2002 (the "Grant Date"), by and between FLEETWOOD ENTERPRISES, INC., a Delaware corporation (the "Company"), and Edward B. Caudill ("Optionee").

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FLEETWOOD ENTERPRISES, INC. EDWARD B. CAUDILL RESTRICTED STOCK PLAN AND AGREEMENT
Stock Plan and Agreement • December 9th, 2002 • Fleetwood Enterprises Inc/De/ • Motor homes • California

Fleetwood Enterprises, Inc., a Delaware corporation ("Company"), has elected to grant to Edward B. Caudill ("Grantee") an award of restricted stock on the terms and conditions set forth in this Restricted Stock Plan and Agreement (the "Agreement") effective as of August 12, 2002 (the "Grant Date"). The Company and Grantee have entered into that certain Employment Agreement, dated as of the date hereof, pertaining to Grantee's appointment to the office of President and Chief Executive Officer (the "Employment Agreement"). The purpose of the Agreement is to enable the Company to retain Grantee's services as the Company's Chief Executive Officer and the granting of common stock under this Agreement is essential to induce Grantee to accept employment with the Company.

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