<SUBMISSION>
<ACCESSION-NUMBER>0000950124-00-004898
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>10
<PERIOD>20000701
<FILING-DATE>20000811
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHAMPION ENTERPRISES INC
<CIK>0000814068
<ASSIGNED-SIC>2451
<IRS-NUMBER>382743168
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>1225
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-09751
<FILM-NUMBER>694074
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2701 UNIVERSITY DR
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
<PHONE>2483409090
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2701 UNIVERSITY DRIVE
<STREET2>STE 300
<CITY>AUBURN HILLS
<STATE>MI
<ZIP>48326
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>e10-q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>   1
                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark one)

   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934.


For Quarter Ended July 1, 2000

                                       OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934.


For the transition period from              to
                               ------------    -----------


Commission file number 1-9751



                           CHAMPION ENTERPRISES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MICHIGAN                                   38-2743168
-------------------------------                   -------------------
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)


2701 Cambridge Court, Suite 300, Auburn Hills, MI           48326
-------------------------------------------------         ----------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code: (248) 340-9090


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes  [X]    No  [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

               47,246,552 shares of the registrant's $1.00 par value Common
               Stock were outstanding as of August 4, 2000.


<PAGE>   2



                          PART I. FINANCIAL INFORMATION
                           Item 1. Financial Statements

                            CHAMPION ENTERPRISES, INC.
                          Consolidated Income Statements
                     (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                         Three Months Ended                 Six Months Ended
                                      --------------------------       ---------------------------
                                         July 1,         July 3,          July 1,          July 3,
                                          2000            1999             2000             1999
                                      ----------      ----------       -----------     -----------
<S>                                   <C>             <C>              <C>             <C>
Net sales                             $  517,144      $  664,633       $ 1,036,693     $ 1,289,263

Cost of sales                            426,724         540,926           862,302       1,054,529
                                      ----------      ----------       -----------     -----------
Gross margin                              90,420         123,707           174,391         234,734

Selling, general and
  administrative expenses                 78,254          69,633           153,055         139,926
                                      ----------      ----------       -----------     -----------
Operating income                          12,166          54,074            21,336          94,808

Interest expense, net                      6,844           6,250            13,813          12,229
                                      ----------      ----------       -----------     -----------
Income before income taxes                 5,322          47,824             7,523          82,579

Income taxes                               2,500          18,600             3,400          32,200
                                      ----------      ----------       -----------     -----------
Net income                            $    2,822      $   29,224       $     4,123     $    50,379
                                      ==========      ==========       ===========     ===========

Basic earnings per share              $     0.06      $     0.60       $      0.09     $      1.04
                                      ==========      ==========       ===========     ===========
Weighted shares for basic EPS             47,255          48,629            47,251          48,533
                                      ==========      ==========       ===========     ===========

Diluted earnings per share            $     0.06      $     0.59       $      0.09     $      1.02
                                      ==========      ==========       ===========     ===========
Weighted shares for diluted EPS           47,337          49,551            47,346          49,536
                                      ==========      ==========       ===========     ===========

</TABLE>


See accompanying Notes to Consolidated Financial Statements.


<PAGE>   3


                         CHAMPION ENTERPRISES, INC.
                        Consolidated Balance Sheets
                  (In thousands, except par value amount)

<TABLE>
<CAPTION>
                                                      July 1,    January 1,
                                                       2000         2000
                                                   -----------  -----------
<S>                                                <C>          <C>
                ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $   20,477   $   12,847
  Accounts receivable, trade                           73,091       66,636
  Inventories                                         283,605      301,885
  Deferred taxes and other current assets              81,572       72,344
                                                   -----------  -----------
    Total current assets                              458,745      453,712
                                                   -----------  -----------
PROPERTY, PLANT AND EQUIPMENT
  Cost                                                322,126      317,769
  Less-accumulated depreciation                       104,949       94,871
                                                   -----------  -----------
                                                      217,177      222,898
                                                   -----------  -----------
GOODWILL
  Cost                                                516,854      511,588
  Less-accumulated amortization                        44,622       37,716
                                                   -----------  -----------
                                                      472,232      473,872
                                                   -----------  -----------

OTHER ASSETS                                           32,214       32,458
                                                   -----------  -----------
     Total assets                                  $1,180,368   $1,182,940
                                                   ===========  ===========

     LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Floor plan payable                               $  162,720   $  170,553
  Accounts payable                                     59,966       42,160
  Accrued dealer discounts                             43,783       54,237
  Accrued warranty obligations                         55,121       55,476
  Accrued compensation and payroll taxes               26,415       26,848
  Other current liabilities                            79,204       79,902
                                                   -----------  -----------
    Total current liabilities                         427,209      429,176
                                                   -----------  -----------
LONG-TERM LIABILITIES
  Long-term debt                                      223,777      224,357
  Deferred portion of purchase price                   41,500       45,200
  Other long-term liabilities                          39,451       39,945
                                                   -----------  -----------
                                                      304,728      309,502
                                                   -----------  -----------
CONTINGENT LIABILITIES (Note 7)

SHAREHOLDERS' EQUITY
  Preferred stock, no par value, 5,000 shares
    authorized, none issued                                 -            -
  Common stock, $1 par value, 120,000 shares
    authorized, 47,247 and 47,304 shares issued
    and outstanding, respectively                      47,247       47,304
  Capital in excess of par value                       33,351       33,160
  Retained earnings                                   369,105      364,982
  Accumulated other comprehensive income               (1,272)      (1,184)
                                                   -----------  -----------
    Total shareholders' equity                        448,431      444,262
                                                   -----------  -----------
    Total liabilities and shareholders' equity     $1,180,368   $1,182,940
                                                   ===========  ===========

</TABLE>

See accompanying Notes to Consolidated Financial Statements.


<PAGE>   4


                         CHAMPION ENTERPRISES, INC.
                    Consolidated Statements of Cash Flows
                                 (In thousands)
<TABLE>
<CAPTION>

                                                            Six Months Ended
                                                         ----------------------
                                                           July 1,     July 3,
                                                            2000        1999
                                                         ---------    ---------
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                               $  4,123     $ 50,379
                                                         ---------    ---------
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation and amortization                            19,957       18,271
  Increase/decrease, net of acquisitions
    Accounts receivable                                    (6,455)     (41,416)
    Inventories                                            16,588      (29,911)
    Accounts payable                                       17,806       18,563
    Accrued liabilities                                    (6,682)      (6,917)
    Net cash charges to independent retailer
     bankruptcy reserve                                    (4,126)           -
    Other, net                                             (6,613)      (7,559)
                                                         ---------    ---------
Total adjustments                                          30,475      (48,969)
                                                         ---------    ---------
Net cash provided by operating activities                  34,598        1,410
                                                         ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions                                              (10,165)     (65,377)
Additions to property, plant and equipment                 (9,159)     (31,537)
Investments in and advances to
  unconsolidated subsidiaries                                (552)           -
Proceeds on disposal of property and equipment              2,179          794
                                                         ---------    ---------
Net cash used for investing activities                    (17,697)     (96,120)
                                                         ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Senior Notes, net                                 -      197,300
Decrease in notes payable to bank, net                          -     (111,000)
Increase (decrease) in floor plan payable, net             (7,833)       6,227
Increase (decrease) in other long-term debt                  (624)      11,631
Common stock issued, net                                       49        4,166
Common stock repurchased                                     (863)      (8,611)
Tax benefit of stock options exercised                          -        1,000
Deferred financing costs                                        -         (881)
                                                         ---------    ---------
Net cash provided by (used for) financing activities       (9,271)      99,832
                                                         ---------    ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                   7,630        5,122
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           12,847       23,828
                                                         ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 20,477     $ 28,950
                                                         =========    =========

ADDITIONAL CASH FLOW INFORMATION:
Cash paid for interest                                   $ 15,088     $ 11,119
Cash paid for income taxes                               $  3,149     $ 32,200

CASH FLOWS FROM ACQUISITIONS:
Guaranteed purchase price                                $    165     $ 76,391
Less:  Unpaid portion of guaranteed purchase price              -       (3,000)
Less:  Cash acquired                                            -      (18,946)
Plus:  Payments of deferred and contingent
        portions of purchase price                         10,000       10,803
Plus:  Acquisition costs                                        -          129
                                                         ---------    ---------
                                                         $ 10,165     $ 65,377
                                                         =========    =========

</TABLE>

See accompanying Notes to Consolidated Financial Statements.

<PAGE>   5


                          CHAMPION ENTERPRISES, INC.

                 Notes to Consolidated Financial Statements

1.    The Consolidated Financial Statements are unaudited, but in the opinion
      of management include all adjustments necessary for a fair presentation
      of the results of the interim period.  Financial results of the interim
      period are not necessarily indicative of results that may be expected
      for any other interim period or for the fiscal year.  The balance sheet
      as of January 1, 2000 was derived from audited financial statements.
      Accumulated other comprehensive income consists of foreign currency
      translation adjustments.


2.    For each of the dates indicated, inventories consisted of the following
      (in thousands):

<TABLE>
<CAPTION>
                                                 July 1,        January 1,
                                                  2000             2000
                                               ----------       ----------
<S>                                            <C>              <C>
      Raw materials and work-in-process        $  55,283        $  59,062
      Manufactured homes                         228,322          242,823
                                               ----------       ----------
                                               $ 283,605        $ 301,885
                                               ==========       ==========

</TABLE>

3.    The provisions for income taxes differ from the amount of income tax
      determined by applying the applicable U.S. statutory federal income tax
      rate to pretax income as a result of the following differences (in
      thousands):

<TABLE>
<CAPTION>
                                                     Six Months Ended
                                               ---------------------------
                                                 July 1,          July 3,
                                                  2000             1999
                                               ----------       ----------
<S>                                            <C>              <C>
      Statutory U.S. tax rate                  $   2,600        $  28,900
      Increase in rate resulting from:
         State taxes                                 200            2,600
         Nondeductible goodwill                      500              500
         Other                                       100              200
                                               ----------       ----------
      Total provision                          $   3,400        $  32,200
                                               ==========       ==========
      Effective tax rate                             45%              39%
                                               ==========       ==========

</TABLE>

4.    Floor plan payable consists of borrowings from various financial
      institutions secured principally by retail inventories of manufactured
      homes. Interest on these liabilities generally ranges from the prime rate
      plus or minus 1.0%.


5.    Long-term debt consists primarily of $200 million of unsecured Senior
      Notes due May 15, 2009 with interest payable semi-annually at an annual
      rate of 7.625%.


<PAGE>   6


6.    Reconciliations of segment sales to consolidated sales and segment EBITA
      (earnings before interest, taxes, goodwill amortization and general
      corporate expenses) to consolidated operating income follow:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                               -----------------------------
                                                   July 1,         July 3,
      (in thousands)                                2000            1999
                                               ------------     ------------
<S>                                            <C>              <C>
      Net sales
        Manufacturing                          $  420,210       $  527,638
        Retail                                    166,934          214,995
        Less: intercompany                        (70,000)         (78,000)
                                               ------------     ------------
        Consolidated net sales                 $  517,144       $  664,633
                                               ============     ============

      Operating income
        Manufacturing EBITA                    $   14,917       $   44,041
        Retail EBITA                                4,225           19,418
        General corporate expenses                 (6,999)          (5,960)
        Intercompany profit elimination             3,500                -
        Goodwill amortization                      (3,477)          (3,425)
                                               ------------     ------------
        Consolidated operating income          $   12,166       $   54,074
                                               ============     ============

<CAPTION>
                                                     Six Months Ended
                                               ----------------------------
                                                   July 1,         July 3,
                                                   2000             1999
                                               ------------     ------------
<S>                                            <C>              <C>
      Net sales
        Manufacturing                          $  837,252       $1,034,114
        Retail                                    334,441          400,149
        Less: intercompany                       (135,000)        (145,000)
                                               ------------     ------------
        Consolidated net sales                 $1,036,693       $1,289,263
                                               ============     ============

      Operating income
        Manufacturing EBITA                    $   28,015       $   85,373
        Retail EBITA                                9,480           32,595
        General corporate expenses                (12,753)         (11,992)
        Intercompany profit elimination             3,500           (4,400)
        Goodwill amortization                      (6,906)          (6,768)
                                               ------------     ------------
        Consolidated operating income          $   21,336       $   94,808
                                               ============     ============

</TABLE>

      Segment data includes intersegment revenues and corporate office costs
      that are directly and exclusively incurred for each segment, including the
      cost of marketing programs that are charged to the manufacturing segment.
      General corporate expenses include the results of manufactured housing
      developments.

<PAGE>   7




7.    As is customary in the manufactured housing industry, Champion has
      entered into repurchase agreements with lending institutions that
      provide wholesale floor plan financing to its independent retailers.
      Pursuant to these agreements Champion is obligated to repurchase its
      homes during a limited period after wholesale shipment (generally 12 or
      15 months) upon default by the retailer and repossession by the
      financial institution.  The maximum contingent repurchase obligation at
      July 1, 2000 was $560 million, before any resale value of the homes.
      The potential losses on these contingent obligations consists of
      remarketing costs and unrecoverable discounts on the repurchased homes.

      At July 1, 2000 the Company was contingently obligated for additional
      purchase price of up to $133 million related to its 1999 and 1998
      acquisitions. Management currently believes that payment of $20 million of
      this contingent purchase price is reasonably possible.

      The Company is contingently obligated for approximately $33 million under
      letters of credit and $33 million under surety bonds as of July 1, 2000.

8.    During the quarter ended July 1, 2000, Champion closed three
      homebuilding facilities at a cost of approximately $4.6 million and
      recorded an additional $5.0 million reserve to liquidate inventory
      repurchased upon the 1999 bankruptcy of the Company's former largest
      independent retailer.  Also included in the quarter was a $4.4 million
      gain from a casualty insurance settlement and a $3.5 million reduction
      in the reserve for intercompany profit in retail inventory as a result
      of lower manufacturing profits. During the first six months of 2000,
      cash charges to the independent retailer bankruptcy reserve totaled $9.1
      million.


9.    Substantially all the registrant's subsidiaries are guarantors of
      indebtedness under the $200 million Senior Notes.  Separate financial
      statements for each guarantor subsidiary are not included in this filing
      because each guarantor subsidiary is fully, unconditionally, jointly and
      severally liable for the Senior Notes. In addition, the aggregate total
      assets and pretax income of and the Company's net investment in the
      nonguarantor subsidiaries is not material to the consolidated totals of
      the Company.


<PAGE>   8



               Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations

                          CHAMPION ENTERPRISES, INC.

                     Three and six months ended July 1, 2000
                 versus three and six months ended July 3, 1999

Consolidated
(Dollars in millions)
<TABLE>
<CAPTION>
                                              Three Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales:
  Manufacturing                           $  420.2       $  527.6     (20%)
  Retail                                     166.9          215.0     (22%)
  Less:  intercompany                        (70.0)         (78.0)
                                          ----------     ----------
Total net sales                           $  517.1       $  664.6     (22%)
                                          ==========     ==========


Gross margin                              $   90.4       $  123.7     (27%)
SG&A                                          78.2           69.6      12%
                                          ----------     ----------
Operating income                          $   12.2       $   54.1     (78%)
                                          ==========     ==========
As a percent of sales
  Gross margin                               17.5%          18.6%
  SG&A                                       15.1%          10.5%
  Operating income                            2.4%           8.1%


<CAPTION>
                                               Six Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales:
  Manufacturing                           $  837.3       $1,034.1     (19%)
  Retail                                     334.4          400.2     (16%)
  Less: intercompany                        (135.0)        (145.0)
                                          ----------     ----------
Total net sales                           $1,036.7       $1,289.3     (20%)
                                          ==========     ==========

Gross margin                              $  174.4       $  234.7     (26%)
SG&A                                         153.1          139.9       9%
                                          ----------     ----------
Operating income                          $   21.3       $   94.8     (77%)
                                          ==========     ==========

As a percent of sales
  Gross margin                               16.8%          18.2%
  SG&A                                       14.8%          10.9%
  Operating income                            2.1%           7.4%


</TABLE>

Overview

In the three and six months ended July 1, 2000, Champion's net sales were $517
million and $1.0 billion, respectively. Consolidated revenues decreased 22% for
the quarter and 20% year-to-date due to reduced wholesale demand as a result of
the industry's tightened consumer credit standards, increased repossessions,
excess number of retailers and excess retail inventory. Additionally, the
tightened consumer credit standards, increased repossessions


<PAGE>   9


and higher interest rates have affected retail sales at independent retailers
and company-owned stores.

Gross margins as a percent of sales in 2000 were impacted by the effects of
lower volume on manufacturing fixed costs, plant closing costs, manufacturing
incentives to retailers to sell older homes, and costs to reduce inventory and
sell older homes at company-owned stores. Selling, general and administrative
expenses ("SG&A") rose in 2000 due primarily to marketing programs to stimulate
retail and wholesale demand. Second quarter SG&A in 2000 also included a $5
million additional charge to liquidate inventory repurchased in 1999 upon the
bankruptcy of the registrant's former largest independent retailer and a $4.4
million gain from a casualty insurance settlement.

Due primarily to the factors noted above, net income for the quarter decreased
to $2.8 million, or $0.06 per diluted share, compared to $29.2 million, or $0.59
per diluted share, in the prior year's second quarter. Year-to-date net income
was $4.1 million, or $0.09 per diluted share, compared to $50.4 million, or
$1.02 per diluted share, one year earlier.

Manufacturing Operations
<TABLE>
<CAPTION>
                                              Three Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales (in millions)                   $  420.2       $  527.6     (20%)
Segment EBITA (in millions)               $   14.9       $   44.0     (66%)
Segment EBITA margin                          3.5%           8.3%
Homes sold                                  14,961         19,160     (22%)
Floors sold                                 25,609         32,087     (20%)
Multi-section mix                              69%            66%
Average home price                        $ 28,100       $ 27,500       2%

<CAPTION>

                                               Six Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales (in millions)                   $  837.3       $1,034.1     (19%)
Segment EBITA (in millions)               $   28.0       $   85.4     (67%)
Segment EBITA margin                          3.3%           8.3%
Homes sold                                  30,312         37,990     (20%)
Floors sold                                 51,310         63,378     (19%)
Multi-section mix                              67%            65%
Average home price                        $ 27,600       $ 27,200       1%
Manufacturing facilities at period end          57             65     (12%)

</TABLE>


Lower sales volume, increased marketing expenses, the additional $5 million
charge to liquidate inventory repurchased in 1999, plant closing costs and the
$4.4 million gain from a casualty insurance settlement affected manufacturing
margins in the quarter and first six months of 2000. Due to market conditions,
during the second quarter three homebuilding facilities were closed at a cost of
approximately $4.6 million. The registrant's year-to-date wholesale home
shipments and floors sold were down 20.2% and 19.0%, respectively, from a year
ago. A floor is a section of a home. A single-section home is comprised of one
floor, while a multi-section home is comprised of two or more floors. Of the
registrant's total wholesale shipments for the quarter, 84% were to independent
retailers and 16% were to company-operated sales centers.



<PAGE>   10

According to data reported by the National Conference of States on Building
Codes and Standards ("NCSBCS"), U.S. industry wholesale shipments for the first
half of 2000 decreased 23.7% in homes and 21.7% in floors from the comparable
1999 period. The registrant's year-to-date second quarter U.S. wholesale
shipments of HUD code homes and floors sold decreased 20.3% and 19.1%,
respectively, from a year earlier. Based on industry data from NCSBCS, the
registrant's U.S. wholesale market share improved to 20.6% for the first six
months of 2000 from 19.7% for the same period one year earlier.

Although dealer orders can be cancelled at anytime without penalty, and unfilled
orders are not necessarily an indication of future business, the registrant's
unfilled orders for wholesale housing at July 1, 2000 totaled approximately $28
million, compared to $59 million a year ago.

At July 1, 2000 the registrant was operating 57 homebuilding facilities,
compared to 65 a year earlier. During 1999 and 2000, the registrant closed and
consolidated 10 manufacturing facilities primarily as a result of market
conditions. The registrant may consider other adjustments to manufacturing
capacity in response to changes in market conditions.


Retail Operations
<TABLE>
<CAPTION>
                                              Three Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales (in millions)                   $  166.9       $   215.0    (22%)
Segment EBITA (in millions)               $    4.2       $    19.4    (78%)
Segment EBITA margin                          2.5%            9.0%
New homes sold                               3,176           4,343    (27%)
Pre-owned homes sold                           713           1,090    (35%)
Total homes sold                             3,889           5,433    (28%)
% Champion-produced new homes sold             69%             63%
New multi-section mix                          61%             55%
Average new home price                    $ 49,700        $ 46,200      8%


<CAPTION>
                                               Six Months Ended
                                          -------------------------
                                            July 1,        July 3,      %
                                             2000           1999     Change
                                          ----------     ----------  ------
<S>                                       <C>            <C>         <C>
Net sales (in millions)                   $  334.4       $  400.2     (16%)
Segment EBITA (in millions)               $    9.5       $   32.6     (71%)
Segment EBITA margin                          2.8%           8.1%
New homes sold                               6,491          8,176     (21%)
Pre-owned homes sold                         1,619          2,086     (22%)
Total homes sold                             8,110         10,262     (21%)
% Champion-produced new homes sold             69%            60%
New multi-section mix                          59%            54%
Average new home price                    $ 48,500       $ 45,600       6%
Average number of new homes in inventory
  per sales center at period end                18             22     (18%)
Sales centers at period end                    291            282       3%


</TABLE>



Retail sales decreased in 2000 due to the industry's tightened consumer credit
standards, increased repossessions, excess number of retailers and higher
interest rates. According to data reported by Statistical Surveys, Inc., U.S.
industry retail sales for the first five months of 2000 decreased 12.5% from



<PAGE>   11


the comparable 1999 period. At July 1, 2000 Champion's retail sales centers
totaled 291 locations in 29 states, compared to 282 locations a year ago and 280
at December 1999. During the first half of 2000, 20 locations were added through
internal expansions and minor acquisitions of other retail companies, and nine
underperforming locations were closed.

Retail margins in 2000 were affected by fixed costs on lower sales volume per
store and costs to reduce inventories. Due to market conditions the registrant
has been reducing inventories and related carrying costs at company-owned
stores. In 2000 69% of new retail homes sold by company-owned stores were
produced by Champion manufacturing facilities, up from 60% a year ago.

Other Matters

The second quarter of 2000 included a $3.5 million reduction in the reserve for
intercompany profit in retail inventory as a result of lower manufacturing
profits. This amount compares to a $4.4 million charge in the six months ended
July 3, 1999. Interest expense was higher in 2000 due to amounts outstanding on
the registrant's Senior Notes and floor plan payable. Income tax expense in 2000
decreased due to lower pretax income. The effective tax rate was 45% in 2000,
compared to 39% in 1999, rising primarily due to nondeductible goodwill.

                         Liquidity and Capital Resources

Cash balances totaled $20 million at July 1, 2000. For the six months ended July
1, 2000, cash provided by operations was $35 million and earnings before
interest, taxes, depreciation and amortization totaled $41 million. Expenditures
during 2000 included $9 million for capital improvements and $10 million for
contingent purchase price payments. Approximately $8 million was used to reduce
the floor plan payable. Cash of $0.9 million was used to repurchase 117,000
shares of common stock during the year. These buybacks were pursuant to a Board
of Directors authorization for up to 3.0 million shares, of which 1.9 million
shares have been repurchased. The stock buyback program has been suspended.

During 2000, accounts receivable and accounts payable increased due to
seasonality and year end levels generally being low due to the holidays and
vacations. Inventories and floor plan payable declined primarily due to the
liquidation of homes repurchased in 1999 upon the bankruptcy of the registrant's
former largest independent retailer and to the Company's efforts to reduce
inventories throughout its retail organization in response to industry
conditions. Accrued dealer discounts decreased due to payments made under annual
programs, partially offset by a change from quarterly payment programs to
payments upon retail sale.

The Company has a five-year unsecured bank line of credit, which was completed
in May 1998 and includes letters of credit. The facility was amended on June 15,
2000, through which the Company reduced the size to $100 million from $200
million and received more flexible terms from its lenders. There were no bank
borrowings outstanding at quarter end and $33 million of letters of credit were
outstanding to support insurance obligations and industrial revenue bond
financing.

On May 3, 1999 the registrant completed an offering of $200 million of



<PAGE>   12

unsecured Senior Notes due May 15, 2009 with interest payable semi-annually at
an annual rate of 7.625%. The net proceeds from the offering were used to reduce
bank debt that resulted from acquisitions. At quarter end total debt was 46% of
total capital.

The Company finances most of the new home inventory at its company-owned stores
through borrowings from floor plan lenders, of which Conseco Finance (Conseco)
is the primary lender. During the past year some of the manufactured housing
industry floor plan lenders have elected to exit the market. Currently, there
are four primary national floor plan lenders, which finance a substantial
portion of floor plan borrowings of the registrant's owned and independent
retailers. Conseco has made a verbal request of the registrant to reduce its
floor plan borrowings with Conseco in order to meet certain of their
concentration requirements. The Company continues to review the most effective
means to finance inventories from a variety of sources.

The Company enters into repurchase agreements with floor plan lenders which
finance Champion-produced homes at independent retailers. At July 1, 2000 the
maximum contingent repurchase obligation was approximately $560 million, before
any resale value of the homes. For the first six months of 2000, Champion
repurchased 231 homes from 44 independent retail companies and provided for
losses of $2.0 million. For the 12 months ended December 1999, the registrant
recorded losses of $2.9 million from the repurchase of 480 homes from 100
independent retail companies, excluding the loss from the bankruptcy of its
former largest independent retailer. Management monitors its contingent
repurchase obligation for potential losses, which includes remarketing expenses
and unrecoverable discounts. The Company is focusing on encouraging higher
retailer inventory turnover by deferring volume rebate payments to retailers
until the retail sale of homes and promoting sound retailer business practices
to reduce its loss potential.

Total expenditures of up to $25 million are planned in 2000 for facility
maintenance and retail expansions. The registrant does not plan to pay cash
dividends.

The Company believes that its cash balances, cash flows from operations,
additional availability under its line of credit, and floor plan lending, as
currently provided, would be adequate to meet its anticipated financing needs,
operating requirements, and capital expenditures in the foreseeable future.
However, if the Company chooses to honor Conseco's request to reduce its floor
plan borrowings, Champion would have to obtain alternative financing.
Accordingly, management is currently exploring other opportunities to raise
capital.

               Impact of Recently Issued Accounting Pronouncements

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements," and
amended its effective date in March 2000 with SAB No. 101A. SAB 101 draws on
existing accounting rules and provides specific guidance on how those accounting
rules should be applied to revenue recognition. The registrant believes that its
accounting practices already comply with the provisions of SAB 101.




<PAGE>   13


                           Forward Looking Statements

Certain statements contained in this report, including the registrant's plans
for manufacturing and retail capacity management, anticipated capital
expenditures, new market initiatives, and the adequacy of cash and financing to
meet liquidity needs, could be construed as forward looking statements within
the meaning of the Securities Exchange Act of 1934. In addition, Champion or
persons acting on its behalf may from time to time publish or communicate other
items which could also be construed to be forward looking statements. Statements
of this sort are or will be based on the registrant's estimates, assumptions and
projections, and are subject to risks and uncertainties, including those
contained in the registrant's most recently filed Annual Report on Form 10-K,
that could cause actual results to differ materially from those included in the
forward looking statements.

If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from those
expected, estimated or projected. The registrant does not undertake to update
its forward looking statements or risk factors to reflect future events or
circumstances.


         Item 3. Quantitative and Qualitative Disclosures About Market Risk

The registrant's floor plan borrowings at July 1, 2000 were $163 million and are
subject to interest primarily based on the U.S. prime rate. A 100 basis point
increase in the prime rate would result in additional annual interest cost of
$1.6 million, assuming average floor plan borrowings of $163 million.


<PAGE>   14

                         PART II. OTHER INFORMATION

         Item 4. Submission of Matters to a Vote of Security Holders

         On May 2, 2000 the registrant held its 2000 Annual Meeting of
Shareholders at which the following matters were submitted to a vote of security
holders with results as follows:



    1.  Election of Directors

<TABLE>
<CAPTION>
             Nominee                Votes For         Votes Withheld
             -------                ---------         --------------
<S>                                 <C>               <C>
        Robert W. Anestis           41,427,645           314,057
        Selwyn Isakow               41,418,452           323,250
        Brian D. Jellison           41,429,739           311,963
        Ellen R. Levine             41,426,816           314,886
        George R. Mrkonic           41,420,482           321,220
        Carl L. Valdiserri          41,370,865           370,837
        Walter R. Young             41,267,277           474,425
</TABLE>


    2.  Proposal to Approve the 2000 Stock Compensation Plan for Nonemployee
        Directors

        Votes for - 34,900,762
        Votes against - 6,678,839
        Votes withheld/abstentions - 162,101


                  Item 6. Exhibits and Reports on Form 8-K

   (a)  The following exhibits are filed as part of this report:


Exhibit No.                     Description

  10.1  Fifth Amendment dated June 15, 2000 to the Credit Agreement dated
        May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
        party; the banks party; Bank One, N.A., as Syndication Agent; Comerica
        Bank, as Documentation Agent; National City Bank, Harris Trust and
        Savings Bank, Keybank National Association,  Bank of America, N.A.,
        and Wachovia Bank, N.A., as Co-Agents; and PNC Bank, National
        Association, as Administrative Agent.

  10.2  Change in Control Agreement dated May 8, 2000 between the registrant
        and Walter R. Young.

  10.3  Change in Control Agreement dated May 8, 2000 between the registrant and
        Philip C Surles.

  10.4  Change in Control Agreement dated May 8, 2000 between the registrant
        and M. Mark Cole.

  10.5  Change in Control Agreement dated May 8, 2000 between the registrant
        and Donald D. Williams.

  10.6  Change in Control Agreement dated May 8, 2000 between the registrant
        and John J. Collins, Jr.

  10.7  Change in Control Agreement dated May 8, 2000 between the registrant
        and Richard P. Hevelhorst.

    11  Computation of Per Share Earnings.

    27  Financial Data Schedule.


    (b) On June 16, 2000 the registrant filed a current report on Form 8-K.
<PAGE>   15


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                      CHAMPION ENTERPRISES, INC.

                                   By:/s/ JOSEPH H. STEGMAYER
                                      -----------------------------
                                      Joseph H. Stegmayer
                                      Executive Vice President, Chief
                                      Strategic and Financial Officer
                                      (Principal Financial Officer)




                                  And:/s/ RICHARD HEVELHORST
                                      -----------------------------
                                      Richard Hevelhorst
                                      Vice President and Controller
                                      (Principal Accounting Officer)










Dated:  August 11, 2000






<PAGE>   16
Exhibit No.                     Description

  10.1  Fifth Amendment dated June 15, 2000 to the Credit Agreement dated
        May 5, 1998 by and among Champion Enterprises, Inc.; the guarantors
        party; the banks party; Bank One, N.A., as Syndication Agent; Comerica
        Bank, as Documentation Agent; National City Bank, Harris Trust and
        Savings Bank, Keybank National Association,  Bank of America, N.A.,
        and Wachovia Bank, N.A., as Co-Agents; and PNC Bank, National
        Association, as Administrative Agent.

  10.2  Change in Control Agreement dated May 8, 2000 between the registrant
        and Walter R. Young.

  10.3  Change in Control Agreement dated May 8, 2000 between the registrant and
        Philip C Surles.

  10.4  Change in Control Agreement dated May 8, 2000 between the registrant
        and M. Mark Cole.

  10.5  Change in Control Agreement dated May 8, 2000 between the registrant
        and Donald D. Williams.



  10.6  Change in Control Agreement dated May 8, 2000 between the registrant
        and John J. Collins, Jr.

  10.7  Change in Control Agreement dated May 8, 2000 between the registrant
        and Richard P. Hevelhorst.

    11  Computation of Per Share Earnings.

    27  Financial Data Schedule.


    (b) On June 16, 2000 the registrant filed a current report on Form 8-K.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>FIFTH AMENDEMENT TO THE CREDIT AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.1


                       AMENDMENT NO. 5 TO CREDIT AGREEMENT


            THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (the "Amendment No. 5") is
dated as of June 15, 2000 and is made by and among CHAMPION ENTERPRISES, INC., a
Michigan corporation (the "Borrower"), the GUARANTORS set forth herein, the
BANKS set forth herein, BANK ONE, N.A., as Syndication Agent, COMERICA BANK, as
Documentation Agent and NATIONAL CITY BANK, HARRIS TRUST AND SAVINGS BANK,
KEYBANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A. and WACHOVIA BANK, N.A., as
Co-Agents, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative
Agent for the Banks (the "Agent").


                        W  I  T  N  E  S  S  E  T  H:

            WHEREAS, the Borrower, the Guarantors, the Banks, the Syndication
Agent, the Documentation Agent, the Co-Agents and the Agent are parties to that
certain Credit Agreement dated as of May 5, 1998, as amended by Amendment No. 1
dated as of December 18, 1998, Amendment No. 2 dated as of March 31, 1999,
Amendment No. 3 dated as of July 1, 1999 and Amendment No. 4 dated as of
February 14, 2000 (the "Credit Agreement"); and

            WHEREAS, the parties hereto desire to further amend the Credit
Agreement as hereinafter provided.

            NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:

            1. Definitions.

      Defined terms used herein unless otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement as amended by this Amendment
No. 5.

            2. Amendment of Credit Agreement.

            A. The first recital clause of the Credit Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:

            "WHEREAS, the Borrower has requested the Banks to provide a
revolving credit facility to the Borrower in an aggregate principal amount not
to exceed $100,000,000; and"

            B. Section 1.1 [Definitions] of the Credit Agreement is hereby
amended by deleting the definitions of "Base Net Worth", "Consolidated Cash Flow
From Operations" and "EBIT" in their entirety and inserting in lieu thereof the
following:

            Base Net Worth shall mean the sum of $378,000,000 plus (i) 50% of
consolidated net income of the Borrower and its Subsidiaries for each fiscal
quarter in which net income was earned (as opposed to a net loss) during the
period from April 2, 2000 through the date of determination and (ii) 100% of the
proceeds received by the Borrower or any of its Subsidiaries after the Closing
Date resulting from the issuance of capital stock of the Borrower or any of its
Subsidiaries (other than proceeds received from the exercise of stock options by
employees of the Borrower), net of any fees and expenses incurred by the
Borrower or any of its Subsidiaries in connection with such sale.



                                      -1-
<PAGE>   2

            Consolidated Cash Flow From Operations for any period of
determination shall mean (i) the sum of net income, depreciation, amortization,
interest expense, income tax expense, the $33,600,000 special charge booked by
the Borrower in the third quarter of 1999 in connection with the bankruptcy of
independent home retailer, Ted Parker Home Sales, Inc. and costs incurred for up
to four (4) plant closings between April 2, 2000 and September 30, 2001 provided
such costs shall not exceed $2,000,000 per plant closing minus (ii) noncash
credits to net income and gains on the disposition of assets to the extent
included in net income but not included in operating income, in each case of the
Borrower and its Subsidiaries for such period determined and consolidated in
accordance with GAAP.

            EBIT shall mean, for any period of determination, the sum of net
income, interest expense, income tax expense, the $33,600,000 special charge
booked by the Borrower in the third quarter of 1999 in connection with the
bankruptcy of independent home retailer, Ted Parker Home Sales, Inc., and costs
incurred for up to four (4) plant closings between April 2, 2000 and September
30, 2001 provided such costs shall not exceed $2,000,000 per plant closing, in
each case of the Borrower and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.

            C. Section 1.1 [Definitions] of the Credit Agreement is hereby
amended by inserting in alphabetical order a new definition "Interest Coverage
Ratio" as follows:

            "Interest Coverage Ratio shall mean the ratio of EBIT to
consolidated interest expense of the Borrower and its Subsidiaries, calculated
as of the end of each fiscal quarter for the four (4) fiscal quarters then
ended."

            D. Section 2.1.1 [Revolving Credit Loan Commitments] of the Credit
Agreement is hereby amended by deleting the last two (2) sentences of such
section and inserting in lieu thereof the following:

            The Revolving Credit Loans shall be due and payable in full on the
Expiration Date or the earlier acceleration thereof.

            E. Section 2.10.1 [Sale of Assets] of the Credit Agreement is hereby
amended by deleting the reference to Section 2.11.2(ii)" and inserting in lieu
thereof "Section 2.11.2.":

            F. Section 2.11.2 [Mandatory Reductions] of the Credit Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:

            2.11.2  Mandatory Reductions.

                    The Revolving Credit Commitments shall be permanently
reduced on the date of any mandatory prepayment required pursuant to Section
2.10.1 by an amount equal to the gross proceeds (after deducting fees and
expenses incurred in connection with such sale) paid by the buyer or buyers in
connection with such asset securitization or other receivables sale transaction,
and in each case, each Bank's Revolving Credit Commitment shall be reduced in
accordance with its Ratable Share.

            G. The Credit Agreement is hereby amended by inserting a new



                                      -2-
<PAGE>   3

section immediately following Section 7.1.11 as set forth below:

            7.1.12  Stock Repurchases.

                    The Loan Parties and each of their Subsidiaries may make or
pay, or agree to become or remain liable to make or pay, distributions on
account of the purchase, redemption, retirement or acquisition of their
respective shares of capital stock (or warrants, options or rights therefor),
(the foregoing are collectively referred to as "Stock Repurchases") so long as
the Borrower has delivered to the Agent, at least five (5) Business Days prior
to any such distribution, evidence satisfactory to the Agent, in its reasonable
discretion, that, after giving effect to such Stock Repurchase, (i) the Leverage
Ratio shall not be greater than 3.00 to 1.00 and (ii) the Interest Coverage
Ratio shall not be less than 3.00 to 1.00; provided that, notwithstanding the
foregoing, at any time the Borrower may make Stock Repurchases in an aggregate
amount not to exceed $3,000,000 in connection with employee benefit programs.

            H. Section 7.2.1 [Indebtedness] of the Credit Agreement is hereby
amended by deleting clause (v) and inserting in lieu thereof the following:

            "(v) Unsecured Indebtedness of a Loan Party or a Subsidiary of a
Loan Party comprising Earn Out Obligations not in excess of $250,000,000 in the
aggregate at any one time outstanding; provided that after the Agent has
received a certificate in the form of Exhibit 7.3.3 demonstrating that the
Leverage Ratio is equal to or less than 3.00 to 1.00 and the Interest Coverage
Ratio is equal to or greater than 3.00 to 1.00, such amount shall be increased
to $375,000,000 for so long as the Leverage Ratio is equal to or less than 3.00
to 1.00 and the Interest Coverage Ratio is equal to or greater than 3.00 to
1.00;"

            I. Section 7.2.3 [Guaranties] of the Credit Agreement is hereby
amended by deleting clause (iii) in its entirety and inserting in lieu thereof
the following:

            (iii) Guaranties of Indebtedness permitted under Section 7.2.1(iii)
and (v).

            J. Section 7.2.13 [Maximum Leverage Ratio] of the Credit Agreement
is hereby amended by deleting such section in its entirety and inserting in lieu
thereof the following:

            The Loan Parties shall not at any time permit the Leverage Ratio to
exceed the ratios set forth below for the periods set forth below:


<TABLE>
<CAPTION>
            Period                          Ratio
<S>                                      <C>
April 2, 2000 - July 1, 2000             4.00 to 1.00
July 2, 2000 - September 30, 2000        4.00 to 1.00
October 1, 2000 - December 30, 2000      3.75 to 1.00
December 31, 2000 - March 31, 2001       4.00 to 1.00
April 1, 2001 - June 30, 2001            3.50 to 1.00
July 1, 2001 - September 29, 2001        3.25 to 1.00
September 30, 2001 and thereafter        3.00 to 1.00
</TABLE>

            K. Section 7.2.14 [Minimum Interest Coverage Ratio] of the Credit
Agreement is hereby amended by deleting such section in its entirety and
inserting in lieu thereof the following:



                                      -3-
<PAGE>   4

            The Loan Parties shall not permit the Interest Coverage Ratio to be
less than the ratios set forth below for the periods set forth below:

<TABLE>
<CAPTION>
Period                                      Ratio
<S>                                      <C>
April 2, 2000 - July 1, 2000             2.00 to 1.00
July 2, 2000 - September 30, 2000        1.75 to 1.00
October 1, 2000 - December 30, 2000      1.75 to 1.00
December 31, 2000 - March 31, 2001       2.00 to 1.00
April 1, 2001 - June 30, 2001            2.375 to 1.00
July 1, 2001 - September 29, 2001        2.75 to 1.00
September 30, 2001 and thereafter        3.00 to 1.00
</TABLE>

            L. Schedule 1.1(A) [Pricing Grid] of the Credit Agreement is hereby
deleted in its entirety and Schedule 1.1(A) attached hereto is inserted in lieu
thereof.

            M. Schedule 1.1(B) [Commitment of Banks and Addresses for Notices]
of the Credit Agreement is hereby deleted in its entirety and Schedule 1.1(B)
attached hereto is inserted in lieu thereof.

            N. Exhibit 7.3.3 [Quarterly Compliance Certificate] of the Credit
Agreement is hereby deleted in its entirety and Exhibit 7.3.3 attached hereto is
inserted in lieu thereof.

            3. Conditions of Effectiveness of this Agreement.

      The effectiveness of this Amendment No. 5 is expressly conditioned upon
satisfaction of each of the following conditions precedent:

      (a) Representations and Warranties; No Defaults. The representations and
warranties of the Loan Parties contained in Section 5 of the Credit Agreement
shall be true and accurate on the date hereof with the same effect as though
such representations and warranties had been made on and as of such date (except
representations and warranties which relate solely to an earlier date or time,
which representations and warranties shall be true and correct on and as of the
specific dates or times referred to therein); the Loan Parties shall have
performed and complied with all covenants and conditions of the Credit
Agreement; and no Event of Default or Potential Default under the Credit
Agreement shall have occurred and be continuing or shall exist.

      (b) Counterparts. The Agent shall have received counterparts of this
Amendment No. 5 duly executed by the Borrower and the Required Banks, and the
Agent shall have received replacement Notes reflecting the revised Schedule
1.1(B) attached hereto and all such other counterpart originals or certified or
other copies of such documents and proceedings in connection with such
transactions, in form and substance satisfactory to the Agent. This Amendment
No. 5 may be executed by the parties hereto in any number of separate
counterparts, each of which when taken together and duly executed and delivered
shall together constitute one and the same instrument.

      (c) Borrower Certificate. The Agent shall have received a certificate
signed by the Secretary or Assistant Secretary of the Borrower certifying as to
all action taken by the Borrower to authorize the execution, delivery and
performance of this Amendment No. 5.

      (d) Amendment Fee. The Borrower shall pay or cause to be paid to the Agent
for the account of the Banks an amendment fee (the "Amendment Fee") payable to
those Banks which approve this Amendment No. 5 on or before 5:00pm (Pittsburgh,
Pennsylvania time) on June 19, 2000 in the amount of the product



                                      -4-
<PAGE>   5

of 15 basis points multiplied by the amount of such Bank's Commitment.

      4. Force and Effect. Except as expressly modified by this Amendment, the
Credit Agreement and the other Loan Documents are hereby ratified and confirmed
and shall remain in full force and effect on and after the date hereof.

      5. Governing Law. This Amendment No. 5 shall be deemed to be a contract
under the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the internal laws of
the Commonwealth of Pennsylvania without regard to its conflict of laws
principles.

      6. Fees and Expenses. The Borrower hereby agrees to reimburse the Agent
and the Banks on demand for all legal costs, expenses and disbursements relating
to this Amendment No. 5 which are payable by the Borrower as provided in
Sections 9.5 and 10.3 of the Credit Agreement.

                            [SIGNATURE PAGE FOLLOWS]


                                      -5-
<PAGE>   6



         [SIGNATURE PAGE 1 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]

      IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written.

                                 [BORROWER]
ATTEST:                                   CHAMPION ENTERPRISES, INC.


                                          By:
                                          Name: Joseph H. Stegmayer
                                          Title: Executive Vice President
[Seal]


                                [GUARANTORS]
ATTEST:                                   EACH GUARANTOR LISTED ON SCHEDULE 1
HERETO


                                          By:
                                          Name: Joseph H. Stegmayer
                                          Title: Chief Financial Office of
                                          each Guarantor listed on Schedule 1
[Seal]



                                      -6-
<PAGE>   7



         [SIGNATURE PAGE 2 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]

                               [BANKS AND AGENTS]
                                     PNC BANK, NATIONAL ASSOCIATION,
                                     individually and as Administrative Agent

                                     By:
                                     Name:
                                     Title:


                                     BANK ONE, N.A., individually and as
                                     Syndication Agent

                                     By:
                                     Name:
                                     Title:


                                     COMERICA BANK, individually and as
                                     Documentation Agent

                                     By:
                                     Name:
                                     Title:


                                     NATIONAL CITY BANK, individually and
                                     as Co-Agent

                                     By:
                                     Name:
                                     Title:


                                     HARRIS TRUST AND SAVINGS BANK,
                                     individually and as Co-Agent

                                     By:
                                     Name:
                                     Title:



                                      -7-
<PAGE>   8



         [SIGNATURE PAGE 3 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]

                                          KEYBANK NATIONAL ASSOCIATION,
                                          individually and as Co-Agent

                                          By:
                                          Name:
                                          Title:


                                          BANK OF AMERICA, N.A., individually
                                          and as Co-Agent

                                          By:
                                          Name:
                                          Title:


                                          WACHOVIA BANK, N.A., individually
                                          and as Co-Agent

                                          By:
                                          Name:
                                          Title:


                                          STANDARD FEDERAL BANK

                                          By:
                                          Name:
                                          Title:


                                          THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                          CHICAGO BRANCH
                                          By:
                                          Name:
                                          Title:


                                      -8-
<PAGE>   9


         [SIGNATURE PAGE 4 OF 4 OF AMENDMENT NO. 5 TO CREDIT AGREEMENT]

                                          MICHIGAN NATIONAL BANK
                                          By:
                                          Name:
                                          Title:


                                          THE BANK OF NOVA SCOTIA
                                          By:
                                          Name:
                                          Title:


                                          HIBERNIA NATIONAL BANK

                                          By:
                                          Name:
                                          Title:


                                          CREDIT SUISSE FIRST BOSTON
                                          By:
                                          Name:
                                          Title:

                                          By:
                                          Name:
                                          Title:



                                      -9-
<PAGE>   10



                                   SCHEDULE 1
                                       TO
             AMENDMENT NO. 5 TO CREDIT AGREEMENT DATED JUNE 15, 2000

                                  [GUARANTORS]

A-1 HOMES GROUP, INC., a Michigan corporation
ACCENT MOBILE HOMES, INC., a North Carolina corporation
ALPINE HOMES, INC., a Colorado corporation
AMERICAN TRANSPORT, INC., a Nevada corporation
ART RICHTER INSURANCE, INC., a Kentucky corporation
AUBURN CHAMP, INC., a Michigan corporation
BRYAN MOBILE HOMES, INC., a Texas corporation
BUILDERS CREDIT CORPORATION, a Michigan corporation
CAC FUNDING CORPORATION, a Michigan corporation
CAL-NEL, INC., a Texas corporation
CARE FREE HOMES, INC., a Michigan corporation (applied for)
CHI, INC., A Kansas corporation
CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi corporation
CHAMPION FINANCIAL CORPORATION, a Michigan corporation
CHAMPION HOME BUILDERS CO., a Michigan corporation
CHAMPION RETAIL, INC., a Michigan corporation
CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
CHAMPION MOTOR COACH, INC., a Michigan corporation
CHANDELEUR HOMES, INC., a Michigan corporation
CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation
COLONIAL HOUSING, INC., a Texas corporation
COUNTRY ESTATE HOMES, INC., an Oklahoma corporation
COUNTRYSIDE HOMES, INC., a North Dakota corporation (applied for)
CREST RIDGE HOMES, INC., a Michigan corporation
CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation
DUTCH HOUSING, INC., a Michigan corporation
FACTORY HOMES OUTLET, INC., an Idaho corporation
FLEMING COUNTY INDUSTRIES, INC., a Kentucky corporation
GATEWAY ACCEPTANCE CORP., a South Dakota corporation
GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation
GATEWAY PROPERTIES CORP., a South Dakota corporation
GEM HOMES, INC., a Delaware corporation
GRAND MANOR, INC., a Michigan corporation
HEARTLAND HOMES, INC., a Texas corporation
HOMEPRIDE FINANCE CORP., a Michigan corporation
HOMES AMERICA FINANCE, INC., a Nevada corporation
HOMES AMERICA OF ARIZONA, INC., an Arizona corporation
HOMES AMERICA OF CALIFORNIA, INC., a California corporation
HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation
HOMES AMERICA OF UTAH, INC., a Utah corporation
HOMES AMERICA OF WYOMING, INC., a Wyoming corporation
HOMES AMERICA, INC., a Michigan corporation
HOMES OF LEGEND, INC., a Michigan corporation
HOMES OF MERIT, INC., a Florida corporation
I.D.A., INC., an Oklahoma corporation
IMPERIAL HOUSING, INC., a Texas corporation
INVESTMENT HOUSING, INC., a Texas corporation
ISEMAN CORP., a South Dakota corporation
JASPER MOBILE HOMES, INC., a Texas corporation
LAKE COUNTRY LIVING, INC., a Texas corporation
LAMPLIGHTER HOMES, INC., a Washington corporation
LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation
M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation
MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation

                                      -10-
<PAGE>   11

MOBILE FACTORY OUTLET, INC., a Texas corporation
MODULINE INTERNATIONAL, INC., a Washington corporation
NORTHSTAR CORPORATION, a South Dakota corporation
PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation
PRAIRIE RIDGE, INC., a Kansas corporation
PREMIER HOUSING, INC., a Texas corporation
REDMAN BUSINESS TRUST, a Delaware business trust
REDMAN HOMES MANAGEMENT COMPANY, INC., a Delaware corporation
REDMAN HOMES, INC., a Delaware corporation
REDMAN INDUSTRIES, INC., a Delaware corporation
REDMAN INVESTMENT, INC., a Delaware corporation
REDMAN MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust
REDMAN RETAIL, INC., a Delaware corporation
REGENCY SUPPLY COMPANY, INC., a Delaware corporation
SAN JOSE ADVANTAGE HOMES, a California corporation
SERVICE CONTRACT CORPORATION, a Michigan corporation
SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation
SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation
STAR FLEET, INC., an Indiana corporation
THE OKAHUMPKA CORPORATION, a Florida corporation
THOMAS HOMES OF AUSTIN, INC., a Texas corporation
THOMAS HOMES OF BUDA, INC., a Texas corporation
THOMAS HOMES OF TEXAS, INC., a Texas corporation
TOM TERRY ENTERPRISES, INC., a Nevada corporation
TRADING POST MOBILE HOMES, INC., a Kentucky corporation
USA MOBILE HOMES, INC., an Oregon corporation
VICTORY INVESTMENT CO., an Oklahoma corporation
VIDOR MOBILE HOME CENTER, INC., a Texas corporation
WESTERN HOMES CORPORATION, a Delaware corporation
WHITWORTH MANAGEMENT, INC., a Nevada corporation
WRIGHT'S MOBILE HOMES, INC., a Texas corporation


                                      -11-
<PAGE>   12


                                 SCHEDULE 1.1(A)

                                  PRICING GRID

<TABLE>
<CAPTION>
Level  Leverage Ratio          Facility   Letter of    Base Rate   Euro_Rate
                                Fee (%)   Credit Fee   Spread (%)  Spread (%)
                                            (%)
<S>                             <C>        <C>          <C>         <C>
I     Less than or equal to      .15        .575           0          .575
      1.0 to 1.0

II    Greater than 1.0 to 1.0    .175       .675           0          .675
      but less than or equal
      to 1.5 to 1.0

III   Greater than 1.5 to 1.0    .20        .75            0          .75
      but less than or equal
      to 2.0 to 1.0

IV    Greater than 2.0 to 1.0    .225       .875           0          .875
      but less than or equal
      to 1.0

V     Greater than 2.5 to 1.0    .25        1.00           0          1.00
      but less than or equal
      to 3.0 to 1.0

VI    Greater than 3.0 to 1.0    .375       1.625          0          1.625
      but less than or equal
      to 3.5 to 1.0

VII   Greater than 3.5 to 1.0    .50        2.00           0          2.00
</TABLE>

The Applicable Margin, the Applicable Facility Fee Rate and the Letter of Credit
Fee shall be adjusted, and any increase or decrease therein shall become
effective on the due date for the delivery of each Compliance Certificate, based
on the Leverage Ratio to be computed in such Compliance Certificate.


                                      -12-
<PAGE>   13


                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 1 of 7

Part 1 - Commitments of Banks and Addresses for Notices to Banks

<TABLE>
<CAPTION>
Bank                                        Amount of
                                         Revolving Credit
                                            Commitment        Ratable Share
<S>                                      <C>                  <C>
Name:  PNC Bank, National Association
Address:  One S. Wacker Drive, Ste. 2980
Chicago, IL  60606
Attention:  Peter Stack
Telephone:  (312) 338-5626
Telecopy:   (312) 338-5620                  $9,230,710           9.2307%

Name:  Comerica Bank
Address:  500 Woodward Avenue
Detroit, MI  48226
Attention:  Robert M. Porterfield
Telephone:  (313) 222-9712
Telecopy:   (313) 222-9514                  $9,230,710           9.2307%

Name: Bank One, N.A.
Address:  611 Woodward Avenue, 2nd Floor
Detroit, MI  48226
Attention:  Thomas Gamm
Telephone:  (313) 225-2531
Telecopy:   (313) 225-2290                  $13,538,413          13.5384%

Name:  National City Bank
Address:  1001 South Worth Street
Birmingham, MI  48009
Attention:  Carolann Morykwas
Telephone:  (248) 901-2110
Telecopy:   (248) 901-2033                  $7,692,308           7.6923%
</TABLE>



                                      -13-
<PAGE>   14



                                 SCHEDULE 1.1(B)
                                   (Continued)

                                   Page 2 of 7

Part 1 - Commitments of Banks and Addresses for Notices to Banks

<TABLE>
<CAPTION>
Bank                                                Amount of
                                                 Revolving Credit
                                                   Commitment        Ratable Share
<S>                                              <C>                 <C>
Name:  Harris Trust and Savings Bank
Address:  111 West Monroe Street
Chicago, IL  60603
Attention:  Kirby M. Law
Telephone:  (312) 461-2735
Telecopy:   (312) 461-5225                        $7,692,308           7.6923%

Name:  KeyBank National Association
Address:  127 Public Square
Cleveland, OH  44114-1306
Attention:  J.T. Taylor
Telephone:  (216) 689-3589
Telecopy:   (216) 689-4981                        $7,692,308           7.6923%

Name:  Bank of America, N.A.
Address:  233 S. Wacker Drive, Ste. 2800
Chicago, IL  60606-6308
Attention:  Robert K. Allendorf
Telephone:  (312) 234-5622
Telecopy:   (312) 234-5601                        $7,692,308           7.6923%

Name:  Wachovia Bank, N.A.
Address:  181 Peachtree Street N.E., 28th Floor
Atlanta, GA  30303
Attention:  Katie S. Proctor
Telephone:  (404) 332-4036
Telecopy:   (404) 332-6898                        $7,692,308           7.6923%
</TABLE>



                                      -14-
<PAGE>   15



                                 SCHEDULE 1.1(B)
                                   (Continued)

                                   Page 3 of 7

Part 1 - Commitments of Banks and Addresses for Notices to Banks

<TABLE>
<CAPTION>
Bank                                        Amount of
                                         Revolving Credit
                                            Commitment        Ratable Share
<S>                                         <C>                  <C>
Name:  Standard Federal Bank
Address:  2600 West Big Beaver, 4th Fl
Troy, MI  48084
Attention:  Dorian Smith
Telephone:  (248) 816-4853
Telecopy:   (248) 637-5003                  $5,538,505           5.5385%

Name:  The Bank of Tokyo-Mitsubishi, Ltd.,
       Chicago Branch
Address:  227 W. Monroe St, Ste. 2300
Chicago, IL  60606
Attention:  Erich A. Friess
Telephone:  (312) 696-4654
Telecopy:   (312) 696-4535                  $5,538,505           5.5385%

Name:  Michigan National Bank
Address:  27777 Inkster Road
Farmington Hills, MI  48334
Attention:  Neran Shaya
Telephone:  (248) 473-4212
Telecopy:   (248) 473-4345                  $5,538,505           5.5385%

Name:  The Bank of Nova Scotia
Address:  181 W. Madison St., Ste. 3700
Chicago, IL  60602
Attention:  Thomas P. Myhre
Telephone:  (312) 201-4186
Telecopy:   (312) 201-4108                  $4,307,704           4.3077%
</TABLE>



                                      -15-
<PAGE>   16



                                SCHEDULE 1.1(B)
                                 (Continued)

                                 Page 4 of 7

Part 1 - Commitments of Banks and Addresses for Notices to Banks

<TABLE>
<CAPTION>
Bank                                        Amount of
                                         Revolving Credit
                                            Commitment        Ratable Share
<S>                                      <C>                  <C>
Name:  Hibernia National Bank
Address:  313 Carondelet Street, 12th Fl
New Orleans, LA  70130
Attention:  Lloyd Drumm
Telephone:  (504) 533-2263
Telecopy:   (504) 533-5344                  $4,307,704           4.3077%

Name:  Credit Suisse First Boston
Address:  11 Madison Avenue
New York, NY  10010-3629
Attention:  David Kratovil
Telephone:  (212) 325-9155
Telecopy:   (212) 325-8615                  $4,307,704           4.3077%

         Total                            $100,000,000             100%
</TABLE>

                                      -16-
<PAGE>   17


                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 5 of 7

Part 2 - Addresses for Notices to Borrower and Guarantors:

AGENT

Name:  PNC Bank, National Association
Address:  One South Wacker Drive
Chicago, IL  60606
Attention:  Peter Stack
Telephone:  (312) 338-5626
Telecopy:   (312) 338-5620


BORROWER AND GUARANTORS:

Name(s): CHAMPION ENTERPRISES, INC.
         A-1 HOMES GROUP, INC., a Michigan corporation
         ACCENT MOBILE HOMES, INC., a North Carolina corporation
         ALPINE HOMES, INC., a Colorado corporation
         AMERICAN TRANSPORT, INC., a Nevada corporation
         ART RICHTER INSURANCE, INC., a Kentucky corporation
         AUBURN CHAMP, INC., a Michigan corporation
         BRYAN MOBILE HOMES, INC., a Texas corporation
         BUILDERS CREDIT CORPORATION, a Michigan corporation
         CAC FUNDING CORPORATION, a Michigan corporation
         CAL-NEL, INC., a Texas corporation
         CARE FREE HOMES, INC., a Michigan corporation (applied for)
         CHI, INC., A Kansas corporation
         CENTRAL MISSISSIPPI MANUFACTURED HOUSING, INC., a Mississippi
corporation
         CHAMPION FINANCIAL CORPORATION, a Michigan corporation
         CHAMPION HOME BUILDERS CO., a Michigan corporation
         CHAMPION RETAIL, INC., a Michigan corporation
         CHAMPION HOME COMMUNITIES, INC., a Michigan corporation
         CHAMPION MOTOR COACH, INC., a Michigan corporation
         CHANDELEUR HOMES, INC., a Michigan corporation
         CLIFF AVE. INVESTMENTS, INC., a South Dakota corporation
         COLONIAL HOUSING, INC., a Texas corporation


                                      -17-
<PAGE>   18

                                SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                  Page 6 of 7

         COUNTRY ESTATE HOMES, INC., an Oklahoma corporation
         COUNTRYSIDE HOMES, INC., a North Dakota corporation (applied for)
         CREST RIDGE HOMES, INC., a Michigan corporation
         CRESTPOINTE FINANCIAL SERVICES, INC., a Delaware corporation
         DUTCH HOUSING, INC., a Michigan corporation
         FACTORY HOMES OUTLET, INC., an Idaho corporation
         FLEMING COUNTY INDUSTRIES, INC., a Kentucky corporation
         GATEWAY ACCEPTANCE CORP., a South Dakota corporation
         GATEWAY MOBILE & MODULAR HOMES, INC., a Nebraska corporation
         GATEWAY PROPERTIES CORP., a South Dakota corporation
         GEM HOMES, INC., a Delaware corporation
         GRAND MANOR, INC., a Michigan corporation
         HEARTLAND HOMES, INC., a Texas corporation
         HOMEPRIDE FINANCE CORP., a Michigan corporation
         HOMES AMERICA FINANCE, INC., a Nevada corporation
         HOMES AMERICA OF ARIZONA, INC., an Arizona corporation
         HOMES AMERICA OF CALIFORNIA, INC., a California corporation
         HOMES AMERICA OF OKLAHOMA, INC., an Oklahoma corporation
         HOMES AMERICA OF UTAH, INC., a Utah corporation
         HOMES AMERICA OF WYOMING, INC., a Wyoming corporation
         HOMES AMERICA, INC., a Michigan corporation
         HOMES OF LEGEND, INC., a Michigan corporation
         HOMES OF MERIT, INC., a Florida corporation
         I.D.A., INC., an Oklahoma corporation
         IMPERIAL HOUSING, INC., a Texas corporation
         INVESTMENT HOUSING, INC., a Texas corporation
         ISEMAN CORP., a South Dakota corporation
         JASPER MOBILE HOMES, INC., a Texas corporation
         LAKE COUNTRY LIVING, INC., a Texas corporation
         LAMPLIGHTER HOMES, INC., a Washington corporation
         LAMPLIGHTER HOMES (OREGON), INC., an Oregon corporation
         M&J SOUTHWEST DEVELOPMENT CORP., a Texas corporation
         MANUFACTURED HOUSING OF LOUISIANA, INC., a Michigan corporation
         MOBILE FACTORY OUTLET, INC., a Texas corporation
         MODULINE INTERNATIONAL, INC., a Washington corporation
         NORTHSTAR CORPORATION, a South Dakota corporation
         PHILADELPHIA HOUSING CENTER, INC., a Mississippi corporation



                                      -18-
<PAGE>   19



                                 SCHEDULE 1.1(B)

                 COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES

                                   Page 7 of 7

         PRAIRIE RIDGE, INC., a Kansas corporation
         PREMIER HOUSING, INC., a Texas corporation
         REDMAN BUSINESS TRUST, a Delaware business trust
         REDMAN HOMES MANAGEMENT COMPANY, INC., a Delaware corporation
         REDMAN HOMES, INC., a Delaware corporation
         REDMAN INDUSTRIES, INC., a Delaware corporation
         REDMAN INVESTMENT, INC., a Delaware corporation
         REDMAN MANAGEMENT SERVICES BUSINESS TRUST, a Delaware business trust
         REDMAN RETAIL, INC., a Delaware corporation
         REGENCY SUPPLY COMPANY, INC., a Delaware corporation
         SAN JOSE ADVANTAGE HOMES, a California corporation
         SERVICE CONTRACT CORPORATION, a Michigan corporation
         SOUTHERN SHOWCASE FINANCE, INC., a Michigan corporation
         SOUTHERN SHOWCASE HOUSING, INC., a North Carolina corporation
         STAR FLEET, INC., an Indiana corporation
         THE OKAHUMPKA CORPORATION, a Florida corporation
         THOMAS HOMES OF AUSTIN, INC., a Texas corporation
         THOMAS HOMES OF BUDA, INC., a Texas corporation
         THOMAS HOMES OF TEXAS, INC., a Texas corporation
         TOM TERRY ENTERPRISES, INC., a Nevada corporation
         TRADING POST MOBILE HOMES, INC., a Kentucky corporation
         USA MOBILE HOMES, INC., an Oregon corporation
         VICTORY INVESTMENT CO., an Oklahoma corporation
         VIDOR MOBILE HOME CENTER, INC., a Texas corporation
         WESTERN HOMES CORPORATION, a Delaware corporation
         WHITWORTH MANAGEMENT, INC., a Nevada corporation
         WRIGHT'S MOBILE HOMES, INC., a Texas corporation
Address:  2701 University Drive, Suite 300
Auburn Hills, MI  48326
Attention:  Treasurer
With a copy to:  John J. Collins, Jr., Esq.
Telephone:  (248) 340-7717
Telecopy:   (248) 340-9345


                                      -19-
<PAGE>   20


                                  EXHIBIT 7.3.3

                                     form of

                        QUARTERLY COMPLIANCE CERTIFICATE

                                      , 200

PNC Bank, National Association, as Agent
One PNC Plaza
22nd Floor
Pittsburgh, PA 15222
Attn:  Arlene Ohler

Telephone No.:  (412) 762-3627
Telecopier No.: (412) 762-8672

Ladies and Gentlemen:

         I refer to the Credit Agreement dated as of May 5, 1998, by and among
Champion Enterprises, Inc. (the "Borrower"), the Guarantors party thereto, the
Banks party thereto and PNC Bank, National Association, in its capacity as
administrative agent for the Banks (the "Agent") (as amended, supplemented or
modified from time to time, the "Credit Agreement"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein with the same
meanings.

         I,            , [President/Chief Executive Officer/Chief Financial
Officer] of the Borrower, do hereby certify on behalf of the Borrower as of the
[quarter/year ended              , 200 ] (the "Report Date"), as follows:

      (1) Maximum Leverage Ratio (Section 7.2.13). The ratio of (A) Consolidated
Debt as of the Report Date to (B) Consolidated Cash Flow From Operations for the
applicable four (4) fiscal quarters ending as of the Report Date is to 1.00
which is not more than 4.00 to 1.00 for the quarters ending July 1, 2000,
September 30, 2000 and March 31, 2001, 3.75 to 1.00 for the quarter ending
December 30, 2000, 3.50 to 1.00 for the quarter ending June 30, 2001, 3.25 to
1.00 for the quarter ending September 29, 2001 and 3.00 to 1.00 for the quarters
ending thereafter, as shown below:

            (A) Consolidated Debt as of the Report Date (in each case, for the
Borrower and its Subsidiaries (other than Champion Development and any
Subsidiary of Champion Development) determined and consolidated in accordance
with GAAP):

                  (i)    borrowed money (including money borrowed
                         under the Credit Agreement)                       $

                  (ii)   amounts raised under or liabilities in
                         respect of any note purchase or acceptance
                         credit facility                                   $


                  (iii)  Reimbursement obligations (contingent or

                         otherwise) under any letter of credit,




                                      -20-
<PAGE>   21

                         currency swap agreement, and interest rate swap, cap,
                         collar or floor agreement or other interest rate
                         management device                                 $

                  (iv)   other transactions (including forward sale
                         or purchase agreements, capitalized leases,
                         conditional sales agreements and other
                         purchase agreements with deferred or
                         contingent consideration) having the
                         commercial effect of a borrowing of money
                         entered into by the Borrower or its
                         Subsidiaries (other than Champion
                         Development and any Subsidiary of
                         Champion Development) to finance its
                         operations or capital requirements
                         (but not including trade payables and
                         accrued expenses incurred in the
                         ordinary course of business which
                         are not represented by a promissory
                         note or other evidence of indebtedness
                         and which are not more that thirty (30)
                         days past due)                                    $

                  (v)    Repurchase Obligations                            $

                  (vi)   Earn Out Obligations                              $

                  (vii)  Floor-Plan Financing Obligations                  $

                  (viii) any Guaranty of Indebtedness for
                         borrowed money                                    $

                  (ix)   Sum of items (i) - (viii) equals
                         consolidated Indebtedness of the Borrower
                         and its Subsidiaries (other than Champion
                         Development and any Subsidiary of Champion
                         Development)                                      $

                  (x)    Cash on the balance sheet in excess of
                         $20,000,000                                       $

                  (xi)   the sum of  items (v), (vi) and (x) above         $

                  (xii)  Item (ix) reduced by item (xi) equals the
                         Consolidated Debt                                 $

            (B)   Consolidated Cash Flow from Operations for the four
                  (4) fiscal quarters ending as of the Report Date is
                  computed as follows, in each case for the Borrower
                  and its Subsidiaries determined and consolidated in
                  accordance with GAAP:

                  (i)    net income                                        $

                  (ii)   depreciation                                      $

                  (iii)  amortization                                      $

                  (iv)   interest expense                                  $



                                      -21-
<PAGE>   22

                  (v)    income tax expense                                $

                  (vi)   the $33,600,000 special charge booked by the
                         Borrower in the third quarter of 1999 in
                         connection with the bankruptcy of independent
                         home retailer, Ted Parker Home Sales, Inc.        $

                  (vii)  costs incurred for up to four (4) plant
                         closings between April 2, 2000 and September
                         30, 2001 provided such costs shall not exceed
                         $2,000,000 per plant closing $

                  (viii) sum of items (i) - (vii)                          $

                  (ix)   non-cash credits to net income                    $

                  (x)    gains on the disposition of asset to the
                         extent included in net income but not
                         included in operating income                      $

                  (xi)   item (viii) reduced by items (ix) and (x)
                         equals Consolidated Cash Flow from
                         Operations                                        $

            (C)   Ratio of item (A)(xii) to item (B)(xi) equals the
                  Leverage Ratio                                        to 1.0

      (2)   Facility Fee; Revolving Credit Base Rate Options; and Revolving
Credit Euro Rate Options (Sections 2.3, 3.1.1(i) and (ii)).

            (A)    Borrower's Leverage Ratio is       to 1.0 computed in item
1(C) above.

            (B)    Leverage Ratio Level applicable to leverage ratio in item
2(A) as follows (check one):

                        Level I    less than or equal to 1.0 to 1.0

                        Level II   greater than 1.0 to 1.0 but less than or
equal to 1.5 to 1.0

                        Level III  greater than 1.5 to 1.0 but less than or
equal to 2.0 to 1.0

                        Level IV   greater than 2.0 to 1.0 but less than or
equal to 2.5 to 1.0

                        Level V    greater than 2.5 to 1.0 but less than or
equal to 3.0 to 1.0

                        Level VI   greater than 3.0 to 1.0 but less than or
equal to 3.5 to 1.0

                        Level VII  Greater than 3.5 to 1.0

            (C) Section 7.3.3 of the Credit Agreement provides that this




                                      -22-
<PAGE>   23

Certificate is due on    , 2000 (the "Due Date") (45 days after fiscal quarter
end for quarterly Certificates; 90 days after year end for annual Certificates).

            (D) Based on the Leverage Ratio Level above, the amount of the
Facility Fee, Letter of Credit Fee, Base Rate Spread, and Euro-Rate Spread, on
and after the Due Date shall be as follows (Insert applicable % in blanks below.
See 2.3, 3.1.1(i) and (ii) of the Credit Agreement):

<TABLE>
<CAPTION>

                                                 RATE
                               I     II     III     IV     V      VI     VII
<S>                     <C>  <C>    <C>    <C>    <C>    <C>    <C>    <C>
Facility Fee             %   .150%  .175%  .200%  .225%  .250%  .375%   .50%
Letter of Credit Fee     %   .575%  .675%  .75%   .875%   1.0%  1.625%  2.00%
Base Rate Spread         %     0%     0%     0%     0%     0%     0%      0%
Euro-Rate Spread         %   .575%  .675%  .75%   .875%   1.00% 1.625%  2.00%
</TABLE>

      (3) Minimum Interest Coverage Ratio (Section 7.2.14). The ratio of (A)
EBIT to (B) consolidated interest expense of the Borrower and its Subsidiaries,
calculated as of the end of each fiscal quarter for the four (4) fiscal quarters
ending as of the Report Date is to 1.0, which is not less than 2.00 to 1.00 for
the quarters ending July 1, 2000 and March 31, 2001, 1.75 to 1.00 for the
quarters ending September 30, 2000 and December 30, 2000, 2.375 to 1.00 for the
quarter ending June 30, 2001, 2.75 to 1.00 for the quarter ending September 29,
2001 and 3.00 to 1.00 for the quarters ending thereafter. Such ratio is computed
as follows:

            (A) EBIT, for applicable period ending as of the Report Date, and in
each case for the Borrower and its Subsidiaries determined and consolidated in
accordance with GAAP is calculated as follows:

                  (i)    net income                                        $

                  (ii)   interest expense                                  $

                  (iii)  income tax expense                                $

                  (iv)   the $33,600,000 special charge booked by the
                         Borrower in the third quarter of 1999 in
                         connection with the bankruptcy of independent
                         home retailer, Ted Parker Home Sales, Inc.        $

                  (v)    costs incurred for up to four (4) plant
                         closings between April 2, 2000 and September
                         30, 2001 provided such costs shall not exceed
                         $2,000,000 per plant closing                      $

                  (vi)   sum of items (i) - (v) equals EBIT                $

           (B)    Interest expense, for the applicable period ending as
                  of the Report Date for the Borrower and its
                  Subsidiaries determined and consolidated in accordance
                  with GAAP:                                               $

           (C)    Ratio of Item (A)(vi) to Item (B) equals Interest
                  Coverage Ratio                                        to 1.0


                                      -23-
<PAGE>   24


      (4)   Minimum Net Worth (Section 7.2.15).

            The Consolidated Net Worth is $                as of the Report
Date, which amount is not less than $               , the Base Net Worth.
The foregoing is computed as follows:

           (A)    Consolidated Net Worth as of the Report Date:

                  (i)    total stockholders' equity of Borrower
                         and its Subsidiaries on the Report Date
                         determined and consolidated in
                         accordance with GAAP is                           $

           (B)    Base Net Worth on the Report Date:
                  (i)    consolidated net income of the Borrower and its
                         Subsidiaries for each fiscal quarter in which
                         net income was earned (as opposed to a net
                         loss) during the period from April 2, 2000
                         through the Report Date                           $

                  (ii)   Item (i) x 50% =                                  $

                  (iii)  100% of the proceeds received by the
                         Borrower or any of its Subsidiaries after
                         the Closing Date resulting from the
                         issuance of capital stock of the Borrower
                         or any of its Subsidiaries (other than
                         proceeds received from the exercise of
                         stock options by employees of the
                         Borrower), net of any fees and expenses
                         incurred by the Borrower or any of its
                         Subsidiaries in connection with such sale         $
                  (iv)   Result in item (ii) plus item (iii) plus
                         $378,000,000 equals the Base Net Worth            $

      (5)   Indebtedness (Section 7.2.1)

            (A)   Indebtedness of a Loan Party or Subsidiary of
                  a Loan Party (other than Champion Development
                  and any Subsidiary of Champion Development)
                  for Floor-Plan Financing Obligations which
                  are unsecured or secured by Purchase Money
                  Security Interests, provided that the aggregate
                  amount of all such Indebtedness at any one time
                  outstanding shall not exceed the amounts set forth
                  below for the periods set forth below:                   $

<TABLE>
<CAPTION>
                  Period                            Amount
                  <S>                             <C>
                  Closing Date - Dec. 31, 1998    $200,000,000
                  Jan. 1, 1999 - Dec. 31, 1999    $250,000,000
                  Jan. 1, 2000 - Dec. 31, 2000    $350,000,000
                  Jan. 1, 2001 - Dec. 31, 2001    $425,000,000
                  Jan. 1, 2002 - and thereafter   $500,000,000;
</TABLE>

            (B)   total amount of Indebtedness of the Loan Parties
                  and their Subsidiaries (other than Champion


                                      -24-
<PAGE>   25

                  Development and any Subsidiary of Champion
                  Development) secured by Purchase Money Security
                  Interests or mortgage liens and Indebtedness
                  evidenced by capitalized leases (may not exceed
                  $20,000,000 in the aggregate at any one time)            $

            (C)   Unsecured Indebtedness of a Loan Party or a
                  Subsidiary of a Loan Party (other than Champion
                  Development and any Subsidiary of Champion
                  Development) comprising Earn Out Obligations
                  (may not exceed $250,000,000 in the aggregate
                  at any one time; provided that after the Leverage
                  Ratio is equal to or less than 3.00 to 1.00 and
                  the Interest Coverage Ratio is equal to or greater
                  than 3.00 to 1.00, such amount may not exceed
                  $375,000,000 so long as the Leverage Ratio is
                  equal to or less than 3.00 to 1.00 and the
                  Interest Coverage Ratio is equal to or greater
                  than 3.00 to 1.00)                                       $

            (D)   Indebtedness of a Loan Party or a Subsidiary of
                  a Loan Party (other than Champion Development and
                  any Subsidiary of Champion Development) under an
                  interest rate swap, cap, collar or floor
                  arrangement or other interest rate management
                  device with any Bank (aggregate notional amount
                  may not exceed (i) with respect to then-outstanding
                  Indebtedness, the sum of interest-bearing
                  indebtedness for borrowed money and interest-bearing
                  Earn Out Obligations and (ii) with respect to future
                  interest-bearing indebtedness for borrowed money
                  anticipated to be incurred within twelve (12) months
                  after the Report Date and otherwise permitted by
                  Section 7.2.1, $100,000,000)                             $

            (E)   Indebtedness (other than set forth in Sections
                  7.2.1 (i) through (viii) of the Credit Agreement)
                  of  the Borrower and its Subsidiaries (other than
                  Champion Development and any Subsidiary of Champion
                  Development) (may not exceed $           which is
                  twelve and one-half percent (12.5%) of the
                  Consolidated Net Worth )                                 $

            (F)   Permitted Unsecured Debt, being Indebtedness of the
                  Borrower and its Subsidiaries (other than Champion
                  Development and any Subsidiary of Champion Development)
                  not in excess of $225,000,000 AND having the following
                  attributes:

                  1)   Revolving Credit Commitments are reduced by
                       each dollar over $200 million of such
                       Indebtedness

                  2)   No Lien on Borrower's or any Subsidiary's
                       assets secures any such Indebtedness

                  3)   Warranties and covenants of such Indebtedness
                       are not less favorable to Borrower or its
                       Subsidiaries than those of Credit Agreement

                                      -25-
<PAGE>   26

                  4)   Draft of agreement(s) governing such Indebtedness
                       provided to Banks at least 7 days prior to
                       closing thereof, and no modifications thereafter
                       without Required Banks approval

                  5)   No principal payments payable until after
                       Expiration Date

                  6)   No Subsidiary which is not a Guarantor may
                       guaranty such Indebtedness                          $

            G.    Aggregate amount of surety or performance bonds
                  of Loan Parties or Subsidiaries (other than
                  Champion Development and any Subsidiary of
                  Champion Development), so long as given in
                  ordinary course of business (and not in excess
                  of $50,000,000 in aggregate)                             $

      (6)   Loan and Investments (Section 7.2.4)

            (A)   loans, advances and investments in wholly-owned
                  Subsidiaries of the Borrower (other than
                  Champion Development and any Subsidiary of
                  Champion Development); provided, however, that
                   loans, advances or investments in Subsidiaries
                  which constitute Retail Finance Companies
                  (holding its loans no longer than 180 days)
                  shall not exceed $           which is 10% of
                  Consolidated Net Worth in the aggregate at any
                  one time outstanding                                     $

            (B)   loans, advances and investments in Subsidiaries
                  of the Borrower (other than Champion Development
                  and any Subsidiary of Champion Development)
                  which are not wholly-owned Subsidiaries;
                  provided, however, that the aggregate of all
                  such loans, advances or investments at any
                  one time outstanding shall not exceed $
                  which is fifteen percent (15%) of Consolidated
                  Net Worth                                                $

            (C)   loans, advances and investments in Affiliates
                  which are not Subsidiaries and which are
                  permitted under Section 7.2.8; provided,
                   however, that the aggregate of all such loans,
                  advances and investments shall not exceed at
                  any one time outstanding $          which is
                  fifteen percent (15%) of Consolidated Net Worth.         $

            (D)   the sum of items (B) and (C) directly above; provided,
                  however, that such sum shall not exceed $ which is
                  twenty percent (20%) of Consolidated Net Worth           $

            (E)   loans (including without limitation commitments
                  to lend), advances and investments in Champion
                  Development and any Subsidiary of Champion



                                      -26-
<PAGE>   27

                  Development; provided, however, that the
                  aggregate of all such loans, advances and
                  investments, together with any disposition of
                  assets to Champion Development and any Subsidiary
                  of Champion Development pursuant to Section
                  7.2.6(iv), shall not exceed in the aggregate at
                  any one time outstanding $           which is
                  fifteen percent (15%) of Consolidated Net Worth          $

            (F)   loans, advances and investments in retail
                  dealers of manufactured homes or other Persons
                  doing business with any Loan Party or Subsidiary
                  of any Loan Party (other than Champion Development
                  and any Subsidiary of Champion Development) shall
                  not exceed in the aggregate at any one time
                  outstanding $10,000,000                                  $

      (7)   Dispositions of Assets or Subsidiaries (Section 7.2.6)
            (A)   sale, transfer or lease of fixed assets,
                  other than those specifically excepted
                  pursuant to clauses 7.2.6 (i) through (iii)
                  of the Credit Agreement (may not exceed $
                  which is 5% of Consolidated Net Worth in the
                  aggregate in any fiscal year and at the time
                  of any disposition, no Event of Default shall
                  exist or result from such disposition)                   $

      (8)   The Loan Parties are in compliance with, and since the
            most recent prior Report Date have at all times complied
            with, all covenants and conditions of the Credit Agreement.

      (9)   The representations and warranties of the Borrower
            contained in Article 6 of the Credit Agreement are true on
            and as of the date of this Certificate with the same effect
            as though such representations and warranties had been made
            on and as of the Report Date (except representations and
            warranties which expressly relate solely to an earlier date
            or time).

      (10)  No event has occurred and is continuing as of the date
            hereof which constitutes an Event of Default or would
            constitute an Event of Default but for the requirement that
            notice be given or time elapse or both.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate
      this        day of          , 200  .

                                     By:
                                           Name:
                                           Title:  [President/Chief Executive
                                           Officer/Chief Financial Officer]




                                  -27-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10-2.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - WALTER R. YOUNG
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.2



                          CHAMPION ENTERPRISES, INC.
                       2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Walter R. Young, who is currently employed by the
Company in the position of Chairman, President and Chief Executive Officer (the
"Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or



<PAGE>   2

   (c) a merger, consolidation or similar transaction between the Company and
another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4. Change in Control Payment.

   (a) The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b) Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $4,400,000. The
obligation of the Company to make such payment shall not be affected by the
death or disability of the Executive prior to the termination of this Agreement.

   (c) The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5. Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6. Tax Withholding. The Company may withhold from any cash amounts payable to
the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7. Binding Effect.

   (a) This Agreement shall be binding upon the successors and assigns of the




<PAGE>   3


Company. The Company shall take whatever actions are necessary to ensure that
any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b) This Agreement shall be binding upon the Executive and shall inure to the
benefit of and be enforceable by his legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8. Amendment of Agreement. This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10. Limitation on Rights.

   (a) This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b) This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c) This Agreement shall not be construed to impose on the Board of Directors
any obligation to approve any transaction constituting a Change Control, such
approval to be determined in the sole discretion of the Board in the exercise of
its duties under applicable law.

   (d) The rights of the Executive under this Agreement shall be solely those of
an unsecured general creditor of the Company.

   11. Claims Procedure.

   (a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of


<PAGE>   4


ERISA, also shall be the Company. The Company shall have the right to designate
one or more Company employees as the Administrator and the Named Fiduciary at
any time, and to change the address and telephone number of the same. The
Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b) The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c) A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d) A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated by the
claimant and the third of which shall be designated


<PAGE>   5



mutually by the first two arbitrators in accordance with the commercial
arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12. Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13. Nonalienation of Benefits. Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14. ERISA. This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15. Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16. Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16. Notices
shall be deemed given when received.




<PAGE>   6

   17. Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18. Governing Law. To the extent not preempted by Federal law, this Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.

   19. Entire Agreement. This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                    CHAMPION ENTERPRISES, INC.


                                    By:

                                    Its:



                                    By:
                                           Walter R. Young

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10-3.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - PHILIP C. SURLES
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3


                          CHAMPION ENTERPRISES, INC.
                       2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Philip C. Surles, who is currently employed by the
Company in the position of Chief Operating Officer (the "Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1.   Operation of Agreement.  This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2.   Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3.   Change in Control.  A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a)  the acquisition of ownership by a person, firm or corporation, or a
group acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b)  a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or

   (c)  a merger, consolidation or similar transaction between the Company and


<PAGE>   2

another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4.   Change in Control Payment.

   (a)  The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b)  Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $2,000,000. The
obligation of the Company to make such payment shall not be affected by the
death or disability of the Executive prior to the termination of this Agreement.

   (c)  The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5.   Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6.   Tax Withholding. The Company may withhold from any cash amounts payable
to the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7.   Binding Effect.

   (a)  This Agreement shall be binding upon the successors and assigns of the
Company. The Company shall take whatever actions are necessary to ensure that

<PAGE>   3


any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b)  This Agreement shall be binding upon the Executive and shall inure to
the benefit of and be enforceable by his legal representatives and heirs.
However, the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8.   Amendment of Agreement.  This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9.   Validity.  The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10.  Limitation on Rights.

   (a)  This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b)  This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c)  This Agreement shall not be construed to impose on the Board of
Directors any obligation to approve any transaction constituting a Change
Control, such approval to be determined in the sole discretion of the Board in
the exercise of its duties under applicable law.

   (d)  The rights of the Executive under this Agreement shall be solely those
of an unsecured general creditor of the Company.

   11.  Claims Procedure.

   (a)  The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of

<PAGE>   4

ERISA, also shall be the Company. The Company shall have the right to designate
one or more Company employees as the Administrator and the Named Fiduciary at
any time, and to change the address and telephone number of the same. The
Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b)  The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c)  A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d)  A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated by the
claimant and the third of which shall be designated

<PAGE>   5

mutually by the first two arbitrators in accordance with the commercial
arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12.  Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13.  Nonalienation of Benefits.  Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14.  ERISA.  This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15.  Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16.  Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16.

<PAGE>   6

Notices shall be deemed given when received.

   17.  Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18.  Governing Law.  To the extent not preempted by Federal law, this
Agreement shall be governed and construed in accordance with the laws of the
State of Michigan.

   19.  Entire Agreement.  This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                   CHAMPION ENTERPRISES, INC.


                                   By:
                                        Walter R. Young
                                        Chairman of the Board of
                                        Directors, President and
                                        Chief Executive Officer


                                   By:
                                        Philip C. Surles


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10-4.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - M. MARK COLE
<TEXT>

<PAGE>   1


                                                                   EXHIBIT 10.4


                          CHAMPION ENTERPRISES, INC.
                       2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and M. Mark Cole, who is currently employed by the Company
in the position of President, Retail Operations (the "Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or

   (c) a merger, consolidation or similar transaction between the Company and



<PAGE>   2




another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4. Change in Control Payment.

   (a) The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b) Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $3,500,000. The
obligation of the Company to make such payment shall not be affected by the
death or disability of the Executive prior to the termination of this Agreement.

   (c) The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5. Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6. Tax Withholding. The Company may withhold from any cash amounts payable to
the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7. Binding Effect.

   (a) This Agreement shall be binding upon the successors and assigns of the
Company. The Company shall take whatever actions are necessary to ensure that



<PAGE>   3


any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b) This Agreement shall be binding upon the Executive and shall inure to the
benefit of and be enforceable by his legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8. Amendment of Agreement. This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10. Limitation on Rights.

   (a) This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b) This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c) This Agreement shall not be construed to impose on the Board of Directors
any obligation to approve any transaction constituting a Change Control, such
approval to be determined in the sole discretion of the Board in the exercise of
its duties under applicable law.

   (d) The rights of the Executive under this Agreement shall be solely those of
an unsecured general creditor of the Company.

   11. Claims Procedure.

   (a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of ERISA, also
shall be the Company. The Company shall have the right to



<PAGE>   4


designate one or more Company employees as the Administrator and the Named
Fiduciary at any time, and to change the address and telephone number of the
same. The Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b) The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c) A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d) A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated by the
claimant and the third of which shall be designated mutually by the first two
arbitrators in accordance with the commercial



<PAGE>   5


arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12. Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13. Nonalienation of Benefits. Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14. ERISA. This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15. Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16. Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16. Notices
shall be deemed given when received.



<PAGE>   6

   17. Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18. Governing Law. To the extent not preempted by Federal law, this Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.

   19. Entire Agreement. This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                  CHAMPION ENTERPRISES, INC.


                                  By:
                                       Walter R. Young
                                       Chairman of the Board of
                                       Directors, President and
                                       Chief Executive Officer


                                  By:
                                       M. Mark Cole

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10-5.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - DONALD D. WILLIAMS
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 10.5


                           CHAMPION ENTERPRISES, INC.
                        2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Donald D. Williams, who is currently employed by the
Company in the position of Chief Marketing Officer (the "Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or

   (c) a merger, consolidation or similar transaction between the Company and

<PAGE>   2

another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4.   Change in Control Payment.

   (a) The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b) Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $1,150,000. The
obligation of the Company to make such payment shall not be affected by the
death or disability of the Executive prior to the termination of this Agreement.

   (c) The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5. Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6. Tax Withholding. The Company may withhold from any cash amounts payable to
the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7.   Binding Effect.

   (a) This Agreement shall be binding upon the successors and assigns of the
Company. The Company shall take whatever actions are necessary to ensure that


<PAGE>   3

any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b) This Agreement shall be binding upon the Executive and shall inure to the
benefit of and be enforceable by his legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8. Amendment of Agreement. This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10.  Limitation on Rights.

   (a) This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b) This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c) This Agreement shall not be construed to impose on the Board of Directors
any obligation to approve any transaction constituting a Change Control, such
approval to be determined in the sole discretion of the Board in the exercise of
its duties under applicable law.

   (d) The rights of the Executive under this Agreement shall be solely those of
an unsecured general creditor of the Company.

   11.  Claims Procedure.

   (a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of


<PAGE>   4

ERISA, also shall be the Company. The Company shall have the right to
designate one or more Company employees as the Administrator and the Named
Fiduciary at any time, and to change the address and telephone number of the
same. The Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b) The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c) A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d) A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated  by the
claimant and the third of which shall be designated

<PAGE>   5

mutually by the first two arbitrators in accordance with the commercial
arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12. Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13. Nonalienation of Benefits. Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14. ERISA. This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15. Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16. Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16.

<PAGE>   6


Notices shall be deemed given when received.

   17. Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18. Governing Law. To the extent not preempted by Federal law, this Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.

   19. Entire Agreement. This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                     CHAMPION ENTERPRISES, INC.


                                     By:
                                          Walter R. Young
                                          Chairman of the Board of
                                          Directors, President and
                                          Chief Executive Officer


                                     By:
                                          Donald D. Williams

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex10-6.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - JOHN J. COLLINS
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 10.6


                           CHAMPION ENTERPRISES, INC.
                        2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and John J. Collins, Jr., who is currently employed by the
Company in the position of Senior Vice President, General Counsel and Secretary
(the "Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or



<PAGE>   2

   (c) a merger, consolidation or similar transaction between the Company and
another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4.   Change in Control Payment.

   (a) The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b) Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $750,000. The obligation
of the Company to make such payment shall not be affected by the death or
disability of the Executive prior to the termination of this Agreement.

   (c) The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5. Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6. Tax Withholding. The Company may withhold from any cash amounts payable to
the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7.   Binding Effect.

   (a) This Agreement shall be binding upon the successors and assigns of the



<PAGE>   3

Company. The Company shall take whatever actions are necessary to ensure that
any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b) This Agreement shall be binding upon the Executive and shall inure to the
benefit of and be enforceable by his legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8. Amendment of Agreement. This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10.  Limitation on Rights.

   (a) This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b) This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c) This Agreement shall not be construed to impose on the Board of Directors
any obligation to approve any transaction constituting a Change Control, such
approval to be determined in the sole discretion of the Board in the exercise of
its duties under applicable law.

   (d) The rights of the Executive under this Agreement shall be solely those of
an unsecured general creditor of the Company.

   11.  Claims Procedure.

   (a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of


<PAGE>   4

ERISA, also shall be the Company. The Company shall have the right to designate
one or more Company employees as the Administrator and the Named Fiduciary at
any time, and to change the address and telephone number of the same. The
Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b) The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c) A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d) A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated by the
claimant and the third of which shall be designated


<PAGE>   5

mutually by the first two arbitrators in accordance with the commercial
arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12. Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13. Nonalienation of Benefits. Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14. ERISA. This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15. Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16. Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16. Notices
shall be deemed given when received.


<PAGE>   6

   17. Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18. Governing Law. To the extent not preempted by Federal law, this Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.

   19. Entire Agreement. This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                     CHAMPION ENTERPRISES, INC.


                                     By:
                                          Walter R. Young
                                          Chairman of the Board of
                                          Directors, President and
                                          Chief Executive Officer


                                     By:
                                          John J. Collins, Jr.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ex10-7.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT - RICHARD HEVELHORST
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 10.7


                          CHAMPION ENTERPRISES, INC.
                       2000 CHANGE IN CONTROL AGREEMENT

     THIS AGREEMENT, dated as of May 8, 2000, is between Champion Enterprises,
Inc. (the "Company") and Richard P. Hevelhorst, who is currently employed by the
Company in the position of Vice President and Controller (the "Executive").

   A. The Company believes that it is in the best interests of the Company and
its Shareholders if the Executive is assured that he will receive appropriate
compensation in the event of a Change in Control (as defined in Section 3
below), thus ensuring that the Executive will have an incentive to perform
valuable services for the Company and will not be distracted in the event of an
actual or threatened Change in Control; and

   B. The Executive is willing to provide dedicated services to the Company on
the condition that he receives adequate assurance that he will receive
appropriate compensation in the event of a Change in Control.

     In consideration of the premises and mutual covenants, the parties agree as
follows:

   1. Operation of Agreement. This Agreement sets forth the compensation that
the Company shall pay to the Executive in the event of a Change in Control.

   2. Term of the Agreement. This Agreement shall be effective upon its
execution by both parties and shall terminate upon the first of the following
events to occur: (a) December 31, 2000 if a Change in Control has not occurred
on or prior to such date and the Company has not entered into a binding
agreement the consummation of which would result in a Change in Control (an
"Acquisition Agreement"); (b) the date of termination of the Acquisition
Agreement (other than as a result of the consummation of the transactions
contemplated thereby), if the Acquisition Agreement has been entered into on or
prior to December 31, 2000 but the transactions contemplated by such Acquisition
Agreement have not been consummated on or prior to December 31, 2000; (c) the
termination of the Executive's employment by the Company for any reason prior to
a Change in Control; or (d) termination of employment by the Executive other
than as a result of the death or disability of the Executive prior to a Change
in Control or the entering into of an Acquisition Agreement.

   3. Change in Control. A Change in Control shall be deemed to have occurred
upon the occurrence of any of the following events:

   (a) the acquisition of ownership by a person, firm or corporation, or a group
acting in concert, of 51%, or more, of the outstanding common stock of the
Company in a single transaction or a series of related transactions prior to the
termination of this Agreement;

   (b) a sale of all or substantially all of the assets of the Company to any
person, firm or corporation through a single transaction or multiple
transactions; or



<PAGE>   2

   (c) a merger, consolidation or similar transaction between the Company and
another entity if the then current shareholders of the Company do not own a
majority of the voting stock of the corporation surviving the transaction.

References in the foregoing definition to "person," "firm," "corporation,"
"group," or "entity" shall include any person who is an employee of the Company
and any firm, corporation, group or entity which is comprised of or owned by, in
whole or in part, any employee or employees of the Company.

   4.   Change in Control Payment.

   (a) The Executive shall be entitled to payment under this Agreement only if
(a) there has been a Change in Control on or prior to December 31, 2000, or (b)
the Company has entered into an Acquisition Agreement on or prior to December
31, 2000 and a Change in Control subsequently occurs in accordance with the
terms of such Acquisition Agreement.

   (b) Upon satisfaction of the requirements set forth in Section 4(a), the
Executive shall be entitled to a cash payment equal to $200,000. The obligation
of the Company to make such payment shall not be affected by the death or
disability of the Executive prior to the termination of this Agreement.

   (c) The cash payment provided in paragraph (b) above, when aggregated with
any other "golden parachute" amounts (defined under Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code") as compensation that becomes
payable or accelerated due to a Change in Control) payable under any other
plans, agreements or policies of the Company, shall be reduced to the highest
amount permissible under Sections 280G and 4999 of the Code before the Executive
becomes subject to the excess parachute payment excise tax under Section 4999 of
the Code and the Company loses all or part of its compensation deduction for
such payments.

   5. Time of Payment. The Executive's change in control payment under Section
4(b) shall be paid in a lump sum cash payment within 10 days following the
Change in Control. Any payment made later than 10 days following the Change in
Control for whatever reason, shall include interest at the prime rate plus two
percent, which shall begin accruing on the 10th day following the Change in
Control. For purposes of this Section 5, "prime rate" shall be determined by
reference to the prime rate established by Comerica Bank (or its successor), in
effect from time to time commencing on the 10th day following the Change in
Control.

   6. Tax Withholding. The Company may withhold from any cash amounts payable to
the Executive under this Agreement to satisfy all applicable Federal, State,
local or other income and employment withholding taxes. In the event the Company
fails to withhold such sums for any reason, the Company may require the
Executive to promptly remit to the Company sufficient cash to satisfy all
applicable income and employment withholding taxes.

   7.   Binding Effect.

   (a) This Agreement shall be binding upon the successors and assigns of the



<PAGE>   3

Company. The Company shall take whatever actions are necessary to ensure that
any successor to its operations (whether by purchase, merger, consolidation,
sale of substantially all assets or otherwise) assumes the obligations under
this Agreement and will cause such successor to evidence the assumption of such
obligations in an agreement satisfactory to the Executive. Notwithstanding any
other provisions in this Agreement, if the Company fails to obtain an agreement
evidencing the assumption of the Company's obligations by any such successor,
the Executive shall be entitled to immediate payment of the compensation
provided under Section 4.

   (b) This Agreement shall be binding upon the Executive and shall inure to the
benefit of and be enforceable by his legal representatives and heirs. However,
the rights of the Executive under this Agreement shall not be assigned,
transferred, pledged, hypothecated or otherwise encumbered, except by operation
of law.

   8. Amendment of Agreement. This Agreement may not be modified or amended
except by instrument in writing signed by the parties hereto.

   9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall continue in full force and effect.

   10.  Limitation on Rights.

   (a) This Agreement shall not be deemed to create a contract of employment
between the Company and the Executive and shall create no right in the Executive
to continue in the Company's employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Company, except as set forth herein. This Agreement shall not restrict the right
of the Company to terminate the Executive, or restrict the right of the
Executive to terminate his employment.

   (b) This Agreement shall not be construed to exclude the Executive from
participation in any other compensation or benefit programs in which he is
specifically eligible to participate either prior to or following the execution
of this Agreement, or any such programs that generally are available to other
executive personnel of the Company, nor shall it affect the kind and amount of
other compensation to which the Executive is entitled.

   (c) This Agreement shall not be construed to impose on the Board of Directors
any obligation to approve any transaction constituting a Change Control, such
approval to be determined in the sole discretion of the Board in the exercise of
its duties under applicable law.

   (d) The rights of the Executive under this Agreement shall be solely those of
an unsecured general creditor of the Company.

   11.  Claims Procedure.

   (a) The administrator for purposes of this Agreement shall be the Company
("Administrator"), whose address is Champion Enterprises, Inc., 2701 University
Drive, Suite 320, Auburn Hills, MI 48326 and whose telephone number is (248)
340-9090. The "Named Fiduciary" as defined in Section 402(a)(2) of


<PAGE>   4

ERISA, also shall be the Company. The Company shall have the right to designate
one or more Company employees as the Administrator and the Named Fiduciary at
any time, and to change the address and telephone number of the same. The
Company shall give the Executive written notice of any change in the
Administrator and Named Fiduciary, or in the address or telephone number of the
same.

   (b) The Administrator shall make all determinations as to the right of any
person to receive benefits under the Agreement. Any denial by the Administrator
of a claim for benefits by the Executive ("the claimant") shall be stated in
writing by the Administrator and delivered or mailed to the claimant within 10
days after receipt of the claim, unless special circumstances require an
extension of time for processing the claim. If such an extension is required,
written notice of the extension shall be furnished to the claimant prior to the
termination of the initial 10-day period. In no event shall such extension
exceed a period of 10 days from the end of the initial period. Any notice of
denial shall set forth the specific reasons for the denial, specific reference
to pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the claimant
to perfect his claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.

   (c) A claimant whose claim for benefits has been wholly or partially denied
by the Administrator may request, within 10 days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing or
otherwise, as he shall consider relevant to a determination of his claim, and he
may include a request for a hearing in person before the Administrator. Prior to
submitting his request, the claimant shall be entitled to review such documents
as the Administrator shall agree are pertinent to his claim. The claimant may,
at all stages of review, be represented by counsel, legal or otherwise, of his
choice. All requests for review shall be promptly resolved. The Administrator's
decision with respect to any such review shall be set forth in writing and shall
be mailed to the claimant not later than 10 days following receipt by the
Administrator of the claimant's request unless special circumstances, such as
the need to hold a hearing, require an extension of time for processing, in
which case the Administrator's decision shall be so mailed not later than 20
days after receipt of such request.

   (d) A claimant who has followed the procedure in paragraphs (b) and (c) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Administrator's written
decision on review, apply in writing to the Administrator for binding
arbitration of his claim before an arbitrator mutually acceptable to both
parties, the arbitration to be held in Detroit, Michigan, in accordance with the
commercial arbitration rules of the American Arbitration Association, as then in
effect. If the parties are unable to mutually agree upon an arbitrator, then the
arbitration proceedings shall be held before three arbitrators, one of which
shall be designated by the Company, one of which shall be designated by the
claimant and the third of which shall be designated


<PAGE>   5

mutually by the first two arbitrators in accordance with the commercial
arbitration rules referenced above. The arbitrator(s) sole authority shall be to
interpret and apply the provisions of this Agreement; the arbitrator(s) shall
not change, add to, or subtract from, any of its provisions. The arbitrator(s)
shall have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. All
decisions of the arbitrator(s) shall be final and binding on the claimant and
the Company without appeal to any court. Upon execution of this Agreement, the
Executive shall be deemed to have waived his right to commence litigation
proceedings outside of arbitration without the express written consent of the
Company.

   12. Legal Fees and Expenses. In the event any arbitration or litigation is
brought to enforce any provision of this Agreement and the Executive prevails,
then he shall be entitled to recover from the Company his reasonable costs and
expenses of such arbitration or litigation, including reasonable fees and
disbursements of counsel (both at trial and in appellate proceedings). If the
Company prevails, then each party shall be responsible for its/his respective
costs, expenses and attorneys fees, and the costs of arbitration shall be
equally divided. In the event that it is determined that the Executive is
entitled to compensation, legal fees and expenses hereunder, he also shall be
entitled to interest thereon, payable to him at the prime rate of interest plus
two percent. For purposes of this Section 12, "prime rate" shall be determined
by reference to the prime rate established by Comerica Bank as in effect from
time to time during the period from the date such amounts should have been paid
to the date of actual payment. For purposes of the determining the date when
legal fees and expenses are payable, such amounts are not due until 30 days
after notification to the Company of such amounts.

   13. Nonalienation of Benefits. Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Company.

   14. ERISA. This Agreement is an unfunded compensation arrangement for a
member of a select group of the Company's management and any exemptions under
ERISA, as applicable to such an arrangement shall be applicable to this
Agreement.

   15. Reporting and Disclosure. The Company, from time to time, shall provide
government agencies with such reports concerning this Agreement as may be
required by law, and the Company shall provide the Executive with such
disclosure concerning this Agreement as may be required by law or as the Company
may deem appropriate.

   16. Notices. Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at the Company's then principal office,
or to the Executive at the Executive's last address on file with the Company, as
the case may be, or to such other address or addresses as any party hereto may
from time to time specify in writing for the purpose of this Agreement in a
notice given to the other parties in compliance with this Section 16. Notices
shall be deemed given when received.



<PAGE>   6

   17. Miscellaneous/Severability. A waiver of the breach of any term or
condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Agreement is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. To the extent that
any provision or benefit under this Agreement is not deemed to be in accordance
with any applicable law, ordinance, rule or regulation, the noncomplying
provision shall be construed, or benefit limited, to the extent necessary to
comply with all applicable laws, ordinances and regulations and any such
provision or benefit shall not affect the validity of any other provision or
benefit provided by this Agreement. The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of any provision hereof.

   18. Governing Law. To the extent not preempted by Federal law, this Agreement
shall be governed and construed in accordance with the laws of the State of
Michigan.

   19. Entire Agreement. This document represents the entire agreement and
understanding of the parties with respect to the subject matter of the Agreement
and it may not be altered or amended except by an agreement in writing.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                                    CHAMPION ENTERPRISES, INC.


                                    By:
                                         Walter R. Young
                                         Chairman of the Board of
                                         Directors, President and
                                         Chief Executive Officer


                                    By:
                                         Richard P. Hevelhorst

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>9
<FILENAME>ex11.txt
<DESCRIPTION>COMPUTATION OF PER SHARE EARNINGS
<TEXT>

<PAGE>   1
Exhibit 11




Statement Regarding Computation of Earnings Per Share

(in 000's, except per share amounts)

<TABLE>
<CAPTION>

                                    Three Months Ended        Six Months Ended

                                      July 1,  July 3,        July 1,   July 3,
                                       2000     1999           2000      1999

<S>                                   <C>      <C>            <C>       <C>
Weighted average shares outstanding   47,255   48,629         47,251    48,533

Effect of dilutive securities             82      922             95     1,003

Shares for diluted EPS                47,337   49,551         47,346    49,536


Net income                           $ 2,822  $29,224        $ 4,123   $50,379



Per share amounts:

  Basic                              $  0.06  $  0.60        $  0.09   $  1.04


  Diluted                            $  0.06  $  0.59        $  0.09   $  1.02

</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>10
<FILENAME>ex27.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDING JULY 1,
2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-30-2000
<PERIOD-END>                               JUL-01-2000
<CASH>                                          20,477
<SECURITIES>                                         0
<RECEIVABLES>                                   73,591
<ALLOWANCES>                                       500
<INVENTORY>                                    283,605
<CURRENT-ASSETS>                               458,745
<PP&E>                                         322,126
<DEPRECIATION>                                 104,949
<TOTAL-ASSETS>                               1,180,368
<CURRENT-LIABILITIES>                          427,209
<BONDS>                                        223,777
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        47,247
<OTHER-SE>                                     401,184
<TOTAL-LIABILITY-AND-EQUITY>                 1,180,368
<SALES>                                      1,036,693
<TOTAL-REVENUES>                             1,036,693
<CGS>                                          862,302
<TOTAL-COSTS>                                  862,302
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,961
<INCOME-PRETAX>                                  7,523
<INCOME-TAX>                                     3,400
<INCOME-CONTINUING>                              4,123
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,123
<EPS-BASIC>                                       0.09
<EPS-DILUTED>                                     0.09


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
