<SUBMISSION>
<ACCESSION-NUMBER>0000950124-00-007719
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>8
<FILING-DATE>20001229
<EFFECTIVENESS-DATE>20001229
<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>S-8
<ACT>33
<FILE-NUMBER>333-52910
<FILM-NUMBER>797774
</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>S-8
<SEQUENCE>1
<FILENAME>k59274ds-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1

As filed with the Securities and Exchange Commission on December 28, 2000

                                                      Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           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, Michigan 48326
   (Address of Principal Executive Offices)                     (Zip Code)

          Twenty-Three Individual Non-Qualified Stock Option Agreements
                            (Full Title of the Plan)

                           John J. Collins, Jr., Esq.
              Senior Vice President, General Counsel and Secretary
                           Champion Enterprises, Inc.
                         2701 Cambridge Court, Suite 300
                          Auburn Hills, Michigan 48326
                     (Name and Address of Agent for Service)

   Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

                                    Copy to:
                               D. Richard McDonald
                               Dykema Gossett PLLC
                        39577 Woodward Avenue, Suite 300
                        Bloomfield Hills, Michigan 48304

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                  Proposed Maximum       Proposed Maximum
  Title of Securities        Amount To Be        Offering Price Per     Aggregate Offering          Amount of
    to be Registered           Registered              Share*                 Price*             Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                    <C>                      <C>
     Common Stock,              296,716                 $2.53               $750,691.48                $187.67
    $1.00 par value
--------------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for purposes of computing the Registration Fee, at $2.53 per
share, the average price for shares of the Common Stock on December 21, 2000, as
reported on the New York Stock Exchange, pursuant to Rule 457(h).



<PAGE>   2
                                   PROSPECTUS

                           Champion Enterprises, Inc.
                                   Suite 300
                              2701 Cambridge Court
                          Auburn Hills, Michigan 48326
                                 (248)340-9090
                                 -------------

                             Shares of Common Stock
                                  $1 par value
                                 --------------

         The 296,716 shares of Common Stock of Champion Enterprises, Inc. (the
"Company" or "CEI") offered by this Prospectus are outstanding shares of Common
Stock or shares of Common Stock which may be issued upon the exercise of
outstanding stock options, which may be sold from time to time in the market or
in other transactions by certain selling shareholders of the Company. See "Plan
of Distribution" and "Selling Shareholders." The Company will not receive any of
the proceeds from these sales. The Common Stock is traded on the New York Stock
Exchange. On December 26, 2000, the closing sale price for the Common Stock as
traded on the New York Stock Exchange was $2.69, as reported in The Wall Street
Journal.

                                 --------------

                       This offering is not underwritten.

                                 --------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representation must not be relied upon. The delivery of this Prospectus at
any time does not imply that the information herein is correct as of any time
subsequent to the date hereof.

                The date of this Prospectus is December 28, 2000.


<PAGE>   3
                                    CONTENTS

Additional Information
Incorporation by Reference
Forward Looking Statements
Plan of Distribution
Selling Shareholders
Legal Matters
Experts
Information Required in Registration Statement
Signatures
Power of Attorney


<PAGE>   4
                             ADDITIONAL INFORMATION

         This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to the Company and the securities offered hereby. Any statements contained
herein concerning the provisions of any documents are not necessarily complete,
and in such instance reference is made to the copy of such documents filed as an
exhibit to the Registration Statement or otherwise filed with the Securities and
Exchange Commission. Each such statement is qualified in its entirety by such
reference. This Registration Statement may be inspected by anyone at the office
of the Commission without charge, and copies of all or any part of it may be
obtained upon payment of the Commission's charge for copying.

         Champion Enterprises, Inc. is subject to the information requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission. Such reports, proxy statements and other information may be
inspected and copied at the office of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511; and 7 World Trade Center, 13th Floor, New York, New York 10007; and
copies of such material can be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a website that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of that website is www.sec.gov.

         The Company's Common Stock is traded on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company may be
inspected at the offices of the Exchange at 20 Broad Street, New York, New York
10005.

                           INCORPORATION BY REFERENCE

         The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Prospectus:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Prospectus and prior to the termination
of the offering of the securities covered by this Prospectus shall be deemed to
be incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document. The Company will provide, without charge,
to each person to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents). Requests should be
directed to John J. Collins, Jr., Senior Vice President, General Counsel and
Secretary, Champion Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn
Hills, Michigan 48326, (248) 340-9090.




<PAGE>   5
                           FORWARD LOOKING STATEMENTS

         The Company may from time to time make written or oral forward looking
statements, including statements contained in the Company's filings with the
Commission and its reports to shareholders. This Prospectus contains and
incorporates by reference certain statements that could be considered forward
looking. Such statements are or will be based on the Company's estimates,
assumptions and projections, and are subject to risks and uncertainties,
including those specifically listed below and those contained in the Company's
reports previously filed with the SEC, that could cause actual results to differ
materially from those included in the forward looking statements. Long term
growth in the manufactured housing industry may be affected by: (1) the relative
cost of manufactured housing versus other forms of housing; (2) general economic
trends, including inflation and unemployment rates, consumer confidence, job
growth and interest rates; (3) changes in demographics, including new household
formations and the number of Americans on fixed income; (4) the availability and
cost of financing for manufactured homes; (5) changes in government regulations
and policies, including HUD regulations, local building codes and zoning
regulations; and(6) changes in regional markets and the U.S. economy as a whole.
Short-term sales could be affected by inclement weather and inventory levels of
manufactured housing retailers. Fluctuations in interest rates may affect the
demand for manufactured housing to the extent that those changes reduce job
growth, slow the U.S. economy, or cause a loss in consumer confidence. The
profitability of the registrant may also be affected by: (1) its ability to
efficiently expand operations and utilize production capacity; (2) its ability
to pass increased raw material costs, particularly lumber, insulation and
drywall costs, onto its customers; (3) market share position; (4) growth in the
manufactured housing industry as a whole; (5) the results of its acquisitions;
and (6)strength of retail distribution. Reference is hereby made to "Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2000 previously incorporated herein by reference.

                              PLAN OF DISTRIBUTION

         The 296,716 shares of Common Stock being offered by this Prospectus are
being offered by certain shareholders of the Company listed under "Selling
Shareholders" (the "Selling Shareholders"). These shares have been or will be
issued to the Selling Shareholders pursuant to certain Nonqualified Stock Option
Agreements that were executed as an inducement to employment or continued
employment with the Company. The option agreements were entered into separately
and not as part of a related series of transactions.

         The shares offered by the Selling Shareholders may be sold from time to
time on the New York Stock Exchange or in the over-the-counter market or shares
may be offered in independent transactions, in negotiated transactions or
otherwise. In addition, the shares may be sold in transactions pursuant to Rule
144 under the Securities Act of 1933, in which case any shares sold pursuant to
Rule 144 may be deemed to be restricted securities. The Selling Shareholders may
also sell some or all of the shares in transactions involving broker-dealers who
may acquire shares as principal. Sales will be in the quantities, at the time,
and through registered broker-dealers to be determined from time to time by each
Selling Shareholder. No arrangements for any broker-dealer to act on behalf of
the Selling Shareholders have yet been made. It is anticipated that any selling
broker-dealers engaged by the Selling Shareholders will receive only their
customary brokerage commissions. Participating broker-dealers may be deemed
underwriters of the shares within the meaning of the Securities Act of 1933, in
which event all such compensation to be received by them may be deemed
underwriting compensation.

         Sales of the shares offered by the Selling Shareholders will be made at
prices per share approximating market prices prevailing at the time of the
sales. The Company will not receive any of the proceeds of the sales. Any
brokerage commissions due to any broker engaged by any Selling Shareholder, and
any expenses incurred by any Selling Shareholder in connection with the offering
made hereby, will be borne by the Selling Shareholder. The Company is bearing
the legal and accounting expense incurred in the preparation and filing of the
Registration Statement of which this Prospectus is a part and the filing fee
thereunder.

                              SELLING SHAREHOLDERS

         Certain information is provided below with respect to each of the
Selling Shareholders. The information includes the name and address of each
Selling Shareholder, present positions, offices and material relationships with
the Company and its subsidiaries during the past three years, the number of
shares of common stock of the Company


<PAGE>   6

beneficially owned, the number of shares offered by this Prospectus and the
percentage of the Class of Common Stock to be owned by the Selling Shareholders
after the offering. The following table does not include non-affiliates, each of
whom may sell up to 1,000 shares.
<TABLE>
<CAPTION>
                                                            Shares of CEI Common Stock
                                                            --------------------------

                            Present Positions, Offices
                            or Relationships with CEI       Owned as of           Offered          Percent
                            and its Affiliates              date of this          by this          of Class
Name and Address**          During the Past 3 Years         Prospectus            Prospectus       after Offering
------------------          -----------------------         ----------            ----------       --------------
<S>                         <C>                             <C>                   <C>              <C>
R. Hevelhorst               Vice President and                      9,420             4,000                  *
                            Controller; formerly
                            Controller

C. Richter                  President, Midwest Retail               1,933             8,000                  *
                            Region and President, Trading
                            Post

J. Richter                  Assistant Secretary, Trading            1,333             8,000                  *
                            Post

M. Richter                  Executive Officer, Trading              1,333             8,000                  *
                            Post

S. Richter                  Treasurer, Trading Post                 1,333             8,000                  *

D. Amann                    Vice President, Assistant               3,600            21,600                  *
                            Secretary and Chief Financial
                            Officer of Homes of Merit
                            ("HOM")

K. Clancy                   Vice President and Sales                1,600             9,600                  *
                            Manager of HOM

J. Cook                     Plant Manager for HOM                     800             4,800                  *

J. Ferrell                  Controller for HOM                      1,600             9,600                  *

R. Kaiser                   Director of Marketing - HOM               800             4,800                  *

W. Masters                  Director of Engineering - HOM           3,600            21,600                  *

M. Taylor                   Director of Human Resources -           2,411 (1)         9,600                  *
                            HOM

G. Towns                    Vice President and General              3,600            21,600                  *
                            Manager - Lake City- HOM

C. Weeder                   President - HOM                         6,800            40,800                  *

D. Weeder                   Former Director of Purchasing           1,600             1,600                  *
                            - HOM

M. Weeder                   Vice President of Production            1,600             9,600                  *
                            - Bartow - HOM
</TABLE>

<PAGE>   7

<TABLE>
<S>                         <C>                                   <C>                <C>                     <C>
J. Casterline               Former President Champion -             5,000              5,000                 *
                            Phoenix Development Corp.

M. Cole                     President, Retail Operations;         178,785 (2)        100,000                 *
                            Formerly President, Southern
                            Showcase Housing, Inc.
</TABLE>
* Less than 1%
** Address is 2701 Cambridge Court, Suite 300, Auburn Hills, MI 48326
(1) Includes 811 shares held by 401(k) Plan.
(2) Includes 19,095 shares held under the Corporate Officer Stock Purchase Plan.


                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett, PLLC of Bloomfield Hills, Michigan.

                                     EXPERTS

         The financial statements incorporated in this Prospectus by reference
to the Company's Annual Report on Form 10-K for the year ended January 1, 2000,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Champion Enterprises, Inc. ("the
Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended January 1, 2000.

         (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ended April 1, 2000, July 1, 2000 and September 30, 2000.

         (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Annual Report on Form 10-K referred
                  to in Paragraph (a) above.

         (d)      The description of the Common Stock of the Company contained
                  in the Registration Statement on Form 8-A, No. 1-9751 filed
                  under the Securities Exchange Act of 1934.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
termination of the offering of the Common Stock covered by this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the respective date of filing of each such document.

Item 4.  Description of Securities.

         The description of securities being offered is set forth in Item 3(d).


<PAGE>   8

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Michigan Business Corporation Act

         The Company is organized under the Michigan Business Corporation Act
(the "Michigan Act") which, in general, empowers Michigan corporations to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, other
than an action by or in the right of the corporation, by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise, against expenses,
including attorney's fees, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection therewith if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders and, with
respect to a criminal action or proceeding, if the person had no reasonable
cause to believe his or her conduct was unlawful.

         The Michigan Act also empowers Michigan corporations to provide similar
indemnity to such a person for expenses, including attorney's fees, and amounts
paid in settlement actually and reasonably incurred by the person in connection
with actions or suits by or in the right of the corporation if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the interests of the corporation or its shareholders, except in
respect of any claim, issue or matter in which the person has been found liable
to the corporation, unless the court determines that the person is fairly and
reasonably entitled to indemnification in view of all relevant circumstances, in
which case indemnification is limited to reasonable expenses incurred.

         The Michigan Act also permits a Michigan corporation to purchase and
maintain on behalf of such a person insurance against liabilities incurred in
such capacities. The Company has obtained a policy of directors' and officers'
liability insurance.

         Bylaws of the Registrant

         The Company's Bylaws generally require the Registrant to indemnify
officers and directors to the fullest extent legally possible under the Michigan
Act and provide that similar indemnification may be afforded employees and
agents.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

         The following exhibits are filed with this Registration Statement:

         4.1      Form of Non-Qualified Stock Option Agreement.

         4.2      Form of Non-Qualified Stock Option Agreement.

         4.3.     Form of Non-Qualified Stock Option Agreement.

         4.4.     Form of Non-Qualified Stock Option Agreement.

         4.5      Form of Non-Qualified Stock Option Agreement.



<PAGE>   9
         5        Opinion of Dykema Gossett PLLC with respect to the legality of
                  the Common Stock to be registered hereunder.

         23.1     Consent of PricewaterhouseCoopers LLP

         23.2     Consent of Dykema Gossett PLLC (contained in Exhibit 5)

         24       Power of Attorney (see "Signatures")

Item 9.  Undertakings.

         (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this registration statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if this registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

         (2) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (3) The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

         (4) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) or the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>   10
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Auburn Hills, State of Michigan on December 28, 2000.

                                    CHAMPION ENTERPRISES, INC.



                                    By:    /s/ WALTER R. YOUNG
                                       -----------------------------------------
                                           Walter R. Young
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         Each of the undersigned whose signature appears below hereby
constitutes and appoints Walter R. Young and John J. Collins, Jr. and each of
them acting alone, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of 1933.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 28, 2000.


<TABLE>
<CAPTION>

                                                       Title

<S>                                                    <C>
/s/ WALTER R. YOUNG                                    Chairman of the Board of Directors, President and Chief
--------------------------------------------------
Walter R. Young                                        Executive Officer (Principal Executive Officer)

/s/ ANTHONY S. CLEBERG                                 Executive Vice President and Chief Financial Officer
--------------------------------------------------
Anthony S. Cleberg                                     (Principal Financial Officer)

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


/s/ ROBERT W. ANESTIS                                  Director
--------------------------------------------------
Robert W. Anestis


/s/ SELWYN ISAKOW                                      Director
--------------------------------------------------
Selwyn Isakow


/s/ ELLEN R. LEVINE                                    Director
--------------------------------------------------
Ellen R. Levine
</TABLE>

<PAGE>   11

/s/ BRIAN D. JELLISON                                  Director
--------------------------------------------------
Brian D. Jellison


/s/ GEORGE R. MRKONIC                                  Director
--------------------------------------------------
George R. Mrkonic


/s/ CARL L. VALDISERRI                                 Director
--------------------------------------------------
Carl L. Valdiserri

<PAGE>   12


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit
     Number                                               Description
<S>                 <C>
       4.1          Form of Non-Qualified Stock Option Agreement

       4.2          Form of Non-Qualified Stock Option Agreement

       4.3          Form of Non-Qualified Stock Option Agreement

       4.4          Form of Non-Qualified Stock Option Agreement

       4.5          Form of Non-Qualified Stock Option Agreement

        5           Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be
                    registered hereunder.

       23.1         Consent of PricewaterhouseCoopers LLP

       23.2         Consent of Dykema Gossett PLLC (contained in Exhibit 5)

        24          Power of Attorney (see "Signatures")
</TABLE>









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>k59274dex4-1.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.1

The following document is a form of Nonqualified Stock Option Agreement entered
into between the Registrant and various officers and employees of subsidiaries.
The agreements are identical in all material respects except as to the identity
of the parties, the dates of execution and the number of options granted.

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                               (the "First Part")

         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this
       day of       ,     , (the "Grant Date"), by and between Champion
Enterprises, Inc., a Michigan corporation ("the Company"), and         (the
"Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is to be employed as President, Retail Operations of
the Company; and

         WHEREAS, the Company wishes to induce Optionee to accept that position,
to provide additional incentive to Optionee, to encourage stock ownership by
Optionee, and to encourage Optionee to remain in the employ of the Company or
its Subsidiaries; and

         WHEREAS, the Company desires that Optionee keep certain information
that Optionee has acquired during Optionee's employment with the Company
confidential, and that Optionee not compete with the Company for at least two
years after Optionee's employment with the Company is terminated.

         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1. DEFINITIONS. For the purposes of this Agreement, certain words and
phrases have the following definitions:

            a) "Code" means the Internal Revenue Code of 1986, as amended;

            b) "Committee" means the Compensation Committee of the Company;

            c) "Common Stock" means the common stock of the Company, par
value $1.00;

            d) "Employment" (whether or not capitalized) means employment
with the Company or any Parent or Subsidiary of the Company;

            e) "Good Cause" means: (i) Optionee's dishonesty in his financial
dealings with the Company; (ii) the conviction of a crime by Optionee that
constitutes (x) a felony or (y) a misdemeanor involving moral turpitude which
may reasonably be expected to have an adverse effect on the Company, it
business, reputation or interest; (iii) a breach by Optionee of this Agreement
or any other contract or agreement between the Company and Optionee or a breach
by Optionee of a fiduciary duty or responsibility to the Company; or (iv) the
refusal of Optionee to follow the lawful policies and directives of the Board of
Directors of the Company;

            f) "Parent" means any "parent corporation" as defined in Section
424(e) of the Code;

            g) "Subsidiary" means any "subsidiary corporation" as defined in
 Section 424(f) of the Code.

         2. FIRST PART. The Company grants Optionee the right and option to
purchase from the Company           shares of the Company's Common Stock at a
price equal to 40% of the closing price of the Company's Common Stock on the New
York Stock Exchange on               , as reported in The Wall Street Journal
($     ) (the "First Part"). The First Part must be exercised in its entirety
within 60 days of the Grant Date. This grant of the First Part is conditioned
upon the agreement by Optionee not to sell or otherwise transfer the shares
acquired under this First Part until at least two (2) years from the date of
exercise. In addition, if prior to the second anniversary of the Grant Date,
Optionee terminates his employment with the Company or the Company terminates
the Optionee's employment for Good Cause, Optionee shall retain only the
following shares:

        Date Employment Terminated                     Shares Retained









<PAGE>   2
         Prior to 6 months from Grant Date                    0

         Prior to 12 months from Grant Date
                                                              ------
         Prior to 18 months from Grant Date
                                                              ------
         Prior to 24 months from Grant Date
                                                              ------
         24 months or more after the Grant Date
                                                              ------
Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares.

         3. TERMINATION OF EMPLOYMENT.

                  a) Before Exercise of the First Part. If Optionee's employment
with the Company shall terminate for any reason prior to Optionee's exercise in
full of the First Part, Optionee's right to exercise any option under this
Agreement shall terminate and all exercise rights hereunder shall immediately
cease.
                  b) Events Not Constituting a Termination. A change of job
title, a leave of absence with the written consent of the Company, or a transfer
of Optionee from one corporation to another among the Company, its Parent, or
any of its Subsidiaries shall not be deemed a termination of employment for
purposes of this Agreement.

         4. EXERCISE OF OPTION. Optionee may exercise any exercisable option
granted pursuant to this Agreement by completing the following steps.

                  (a) Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.
                  (b) Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal. After receipt of the above and subject to Section 7
below, the company shall issue the shares in the name of Optionee.

         5. CONFIDENTIALITY AND NON-COMPETITION. As consideration for the
options granted by this Agreement, Optionee hereby agrees as follows:

                  a) Confidentiality Agreement. Except with the prior written
consent of the Company, Optionee shall not at any time during or after the term
of this Agreement: (a) disclose, publish, or in any other manner reveal to any
third party any Confidential Information (as defined below) relating to the
business or assets of the Company or its Subsidiaries; or (b) make use of any
Confidential Information (as hereinafter defined) for the Optionee's own
purposes, or for the benefit of any person or entity other than the Company and
its Subsidiaries.
                  b) Confidential Information Defined. "Confidential
Information" shall mean any and all nonpublic information and documentation
relating to the Company and its Subsidiaries, including but not limited to
information relating to the operations, services, trade secrets, dealer,
distributor and customer lists, promotion and pricing practices, operational
methods, market plans, studies, and forecasts, product development plans,
acquisition plans, design and design projects, inventions and research projects,
compensation information, procurement and sales activities and procedures, the
existence or substance of any agreements between Company (or any Subsidiary) and
any third party, and any and all other information and documentation relating to
the plans and operations of the Company or its Subsidiaries.

                  c) Non-Competition. Because of the highly competitive nature
of the Company's business, Optionee agrees that as long as Optionee is an
employee or officer of the Company, and for two years following Optionee's
termination of employment with the Company:

                          (1) Optionee will not, directly or indirectly (other
than on behalf of the Company), as owner, partner, joint venturer, employee,
broker, agent, principal, trustee, corporate officer, licensor, consultant, or
in any capacity whatsoever, engage in, become financially interested in, or have
any connection with, any business located in the United States or Canada engaged
in the production, sales, financing, insuring, or marketing of manufactured
homes;


<PAGE>   3


                          (2) Optionee will not to supply any competing products
or provide any competing services to any customer with whom the Company or its
Subsidiaries have done any business during his employment with the Company; and

                          (3) Optionee will not, directly or indirectly, induce
any employee of the Company or its affiliates to engage in any activity hereby
prohibited to the Optionee by this Agreement, or to terminate their employment
with the Company or its affiliates.

If any one of more of the terms contained in this Section or in this Agreement
shall for any reason be held to be excessively broad with regard to time,
duration, geographic scope, or activity, that term shall be construed in a
manner to enable it to be enforced to the maximum extent compatible with
applicable law.

                  d) Disclosure of Proprietary Information. Optionee shall
promptly disclose to the Company, in such form and manner as the Company may
reasonably require, all operations, systems, services, methods, developments,
inventions, improvements and other information or data pertaining to the
business or activities of the Company as are conceived, originated, discovered
or developed by Optionee (whether or not copyrighted or patented) during the
term of his employment with the Company, whether before or after the execution
of this Agreement. It is understood that such information is proprietary in
nature and shall be, as between the Company and Optionee, for the exclusive use
and benefit of the Company and shall be and remain the property of the Company.
If so requested by the Company, Optionee shall execute and deliver to the
Company any instrument as the Company may reasonably request to effectuate the
assignment of any such proprietary information to the Company.

                  e) Termination of Employment. Upon the termination of
Optionee's employment with the Company, Optionee shall deliver to the Company
all records, data and memoranda of every kind and character relating to the
Company and its affiliates, including all copies thereof, which are in
Optionee's possession or control.

                  f) Remedies for Breach. Optionee acknowledges and agrees that
the Company's remedies at law for any breach of the agreements contained in this
Section 5 would be inadequate. Optionee therefore agrees that in the event of
Optionee's breach of the agreements contained in this Section 5, the Company
shall be entitled to equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction, or any other
equitable remedy or relief which may then be available. Nothing in this Section
shall be construed as prohibiting the Company from pursuing any other remedies
available to it for any such breach, whether in law, equity, or otherwise.

         6. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         7. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this
Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         8. INVESTMENT INTENT AND REGISTRATION. The Optionee represents and
warrants to the Company that he or she is acquiring all shares of Common Stock
under this option for investment purposes only and not with a view to resale.
The Optionee acknowledges and agrees that such shares of Common Stock have not
yet been registered under the Act or the securities laws of any state and may
not be sold, transferred, assigned, offered, pledged or otherwise distributed
unless there is an effective registration statement under the Act and any
applicable securities laws covering such shares or the Company receives an
opinion of counsel from Optionee (and concurred to by counsel for the Company)
stating that such sale, transfer, assignment, offer, pledge or other
distribution is exempt from registration and prospectus delivery requirements of
the Act, any applicable state securities laws, or the listing requirements of
any stock exchange. Optionee further acknowledges and agrees that any
certificate for such shares shall contain an appropriate legend to the foregoing
effect and that a stop transfer order shall be placed with the Company's
transfer agent. The Company represents and warrants that as soon as practical
after the Optionee exercises any of the options granted pursuant to this
Agreement, the Company shall take any and all steps that are necessary or
required in order to register the Common Stock pursuant to the Act.

         9. NON-ASSIGNABILITY. The options granted by this Agreement shall not
be transferable by Optionee, other



<PAGE>   4

than by will or the laws of descent and distribution. Any transferee of these
options by will or the laws of descent and distribution shall take them subject
to the terms and conditions of this Agreement, and no such transfer shall be
effective to bind the Company unless the Company is furnished with written
notice of the transfer and a copy of the will or any other evidence the Company
deems necessary to establish the validity of the transfer. The term "Optionee",
as used in this Agreement, shall include any person or entity to whom any option
is transferred.

         10. WITHHOLDING OF TAXES. Optionee must pay to Company within fourteen
(14) days from the date of any exercise any amounts necessary to satisfy any
requirements for withholding of income or employment taxes in connection with
that exercise.

         11. DISPUTES. As a condition to the granting the options contained in
this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.

         12. NOTICES. Every notice relating to this Agreement shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                          Champion Enterprises, Inc.
                          2701 University Drive, Suite 320
                          Auburn Hills, MI 48326-9090
                          Attn: Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

            [the remainder of this page is intentionally left blank]



<PAGE>   5



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


         COMPANY:                           CHAMPION ENTERPRISES, INC.

                                            By:
                                                -----------------------
                                                  Walter R. Young, Jr.
                                                  President and Chief
                                                  Executive Officer



         OPTIONEE:
                                            ------------------------------

















<PAGE>   6



                                   EXHIBIT A
                        NOTICE OF EXERCISE OF FIRST PART
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me which permits me to purchase
shares of Champion Enterprises, Inc. Common Stock at a price of $      per
share. I elect to exercise this part of the option to purchase
non-qualified stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.
         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company will register these shares
under the Act as soon as practicable after this exercise. Notwithstanding the
foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.
         In addition, I represent that I will not sell or otherwise transfer any
shares that I purchase pursuant to this letter for a period of two years. I also
understand that if I terminate my employment with the Company or if the Company
terminates my employment for "Good Cause" within two years of the grant date of
this option, a portion of the shares, pro-rated semi-annually, shall be
forfeited and returned to the Company in exchange for the exercise price
relating to those shares.

                                                ---------------------------
Address:
                 --------------------
                 --------------------

SSN:                   -     -
                 ------ ----- -------
Dated:                ,
         -------------  ----



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>k59274dex4-2.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.2

The following document is a form of Nonqualified Stock Option Agreement entered
into between the Registrant and various officers and employees of subsidiaries.
The agreements are identical in all material respects except as to the identity
of the parties, the dates of execution and the number of options granted.

NONQUALIFIED STOCK OPTION AGREEMENT



         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this
               ,      (the "Grant Date"), by and between Champion Enterprises,
Inc., a Michigan corporation ("the Company"), and               (the
"Optionee").
                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries; and

         WHEREAS, the Company desires that Optionee keep certain information
that Optionee has acquired during Optionee's employment with the Company
confidential.
         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1. DEFINITIONS. For the purposes of this Agreement, certain words and
phrases shall have the following definitions:

            a)  "Code" means the Internal Revenue Code of 1986, as amended;

            b)  "Committee" means the Compensation Committee of the Company;

            c)  "Common Stock" means the common stock of the Company, par value
                $1.00; d) "Disability" means "disability" as defined under
                Section 22(e) of the Code;

            e)  "Employment" or "Employed" (whether or not capitalized) means
                employment with the Company or any Parent or Subsidiary of the
                Company;

            f)  "Parent" means any "parent corporation" as defined in Section
                424(e) of the Code;

            g)  "Plan" means the Company's 1995 Stock Option and Incentive Plan,
                as amended; h) "Subsidiary" means any "subsidiary corporation"
                as defined in Section 424(f) of the Code.

         2. FIRST PART. The Company grants Optionee the right and option to
purchase from the Company       shares of the Company's Common Stock at a price
of $     per share, which equals 40% of the closing price of the Company's
Common Stock on the New York Stock Exchange, as reported in The Wall Street
Journal for the Grant Date (the "First Part"). The First Part must be exercised
in its entirety on or before             ,     . This grant of the First Part is
conditioned upon the agreement by Optionee not to sell or otherwise transfer the
shares acquired under this First Part until at least two (2) years from the date
of exercise. In addition, if prior to               ,      Optionee terminates
employment with the Company or the Optionee is terminated for "good cause" (as
defined below), Optionee shall retain only the following shares:
<TABLE>
<CAPTION>
         Date Employment Terminated         Shares Retained
         --------------------------         ---------------
<S>                                          <C>
         prior to August 22, 1999               0

         prior to February 22, 2000
                                                ----
         prior to August 22, 2000
                                                ----
</TABLE>

<PAGE>   2

<TABLE>
<S>                                             <C>
         prior to February 22, 2001
                                                ----
         on or after February 22, 2001
                                                ----
</TABLE>

Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares. "Good Cause" shall mean Optionee's gross misconduct, material breach of
his duties, failure to follow the reasonable instructions of his superior, or an
act of fraud or dishonesty by the Optionee.

         3. SECOND PART. If Optionee exercises the First Part on or before
       ,     , the Company grants Optionee the right and option to purchase from
the Company        shares of the Company's Common Stock at a price equal to
$     per share, which is 100% of the closing price of the Company's Common
Stock on the New York Stock Exchange, as reported in The Wall Street Journal,
for the Grant Date (the "Second Part"). The Options granted under this Second
Part shall not be immediately exercisable, but shall be exercisable according to
the following schedule:
<TABLE>
<CAPTION>
         Number of Option Shares                                       Date Exercisable
         -----------------------                                       ----------------
<S>                                                                    <C>
                                                                       February 22, 2000
                  -----
                                                                       February 22, 2001
                  -----
                                                                       February 22, 2002
                  -----
                                                                       February 22, 2003
                  -----
                                                                       February 22, 2004
                  -----
</TABLE>

This grant of the Second Part is conditioned upon the agreement by Optionee not
to sell or otherwise transfer the shares acquired under this Second Part until
at least six (6) months from the date of exercise. No portion of this Second
Part shall be exercisable after              ,     . The Second Part may be
exercised in installments. This Second Part is not intended to be an incentive
stock option within the meaning of Section 422 of the Code.

         4. TERMINATION OF EMPLOYMENT.

                  a) Before Option Becomes Exercisable. If Optionee's employment
with the Company shall terminate for any reason prior to Optionee's exercise in
full of the First Part, Optionee's right to exercise any option under this
Agreement shall terminate and all exercise rights hereunder shall cease. If
Optionee exercises in full the First Part but Optionee's employment with the
Company shall terminate for any reason before all or any portion of the Second
Part becomes exercisable, Optionee's right to exercise that portion of the
Second Part shall terminate and all exercise rights relating thereto shall
cease.

                  b) Termination Other Than Death or Disability. If, on or after
the first anniversary of this Agreement, Optionee's employment is terminated for
any reason other than death or Disability, Optionee shall have the right, within
the earlier of (1) the expiration of the option, or (2) three months after the
termination of employment, to exercise any options pursuant to this Agreement to
the extent that they are exercisable and unexercised on the date of Optionee's
termination of employment, subject to any other limitation on exercise contained
in this Agreement.

                  c) Death or Disability. If, on or after the first anniversary
of this Agreement, Optionee's employment is terminated due to Optionee's death
or Disability, Optionee, or the person or persons whom the option shall have
transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Agreement to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Agreement.

                  d) Events Not Constituting a Termination. The transfer of
Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Agreement.

         5. EXERCISE OF OPTION. Optionee may exercise any exercisable option
granted pursuant to this Agreement by completing the following steps.

                  (a) Written Notice. Delivery to the Company of a written
notice signed by the Optionee: (1) for the First Part, in the form attached as
EXHIBIT A; or (2) for the Second Part, in the form attached as EXHIBIT B. In


<PAGE>   3

addition, at the request of the Company, Optionee may be required to provide a
written representation that Optionee is acquiring the shares for investment
purposes only, and not for resale.

                  (b) Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal. After receipt of the above and subject to Section 8
below, the company shall issue the shares in the name of Optionee.

         6. CONFIDENTIALITY. As consideration for the options granted by this
Agreement, Optionee hereby agrees as follows:

                  a) Confidentiality Agreement. Except with the prior written
consent of the Company, Optionee shall not during or after the term of this
Agreement: (a) disclose, publish, or in any other manner reveal to any third
party any Confidential Information (as defined below) relating to the business
or assets of the Company or its Subsidiaries; or (b) make use of any
Confidential Information (as hereinafter defined) for the Optionee's own
purposes, or for the benefit of any person or entity other than the Company and
its Subsidiaries.

                  b) Confidential Information Defined. "Confidential
Information" shall include any and all information and documentation relating to
the Company and its Subsidiaries, including but not limited to information
relating to the operations, services, trade secrets, dealer, distributor and
customer lists, promotion and pricing practices, operational methods, market
plans, studies, and forecasts, product development plans, acquisition plans,
design and design projects, inventions and research projects, compensation
information, procurement and sales activities and procedures, the existence or
substance of any agreements between Company (or any Subsidiary) and any third
party, and any and all other information and documentation relating to the plans
and operations of the Company or its Subsidiaries.

                  c) Disclosure of Proprietary Information. Optionee shall
promptly disclose to the Company, in such form and manner as the Company may
reasonably require, all operations, systems, services, methods, developments,
inventions, improvements and other information or data pertaining to the
business or activities of the Company as are conceived, originated, discovered
or developed by Optionee (whether or not copyrighted or patented) during the
term of Optionee's employment with the Company, whether before or after the
execution of this Agreement. It is understood that such information is
proprietary in nature and shall be, as between the Company and Optionee, for the
exclusive use and benefit of the Company and shall be and remain the property of
the Company. If so requested by the Company, Optionee shall execute and deliver
to the Company any instrument as the Company may reasonably request to
effectuate the assignment of any such proprietary information to the Company.

                  d) Termination of Employment. Upon the termination of
Optionee's employment with the Company, Optionee shall deliver to the Company
all records, data and memoranda of every kind and character relating to the
Company and its Subsidiaries, including all copies thereof, which are in
Optionee's possession or control.

                  e) Remedies for Breach. Optionee acknowledges and agrees that
the Company's remedies at law for any breach of the agreements contained in this
Section 6 would be inadequate. Optionee therefore agrees that in the event of
Optionee's breach of the agreements contained in this Section 6, the Company
shall be entitled to equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction, or any other
equitable remedy or relief which may then be available. Nothing in this Section
shall be construed as prohibiting the Company from pursuing any other remedies
available to it for any such breach, whether in law, equity, or otherwise.

         7. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         8. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this
Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations. The
Optionee represents and warrants to the Company that he is acquiring all shares
of Common Stock under this option for investment purposes only and not with a
view to resale. The Optionee acknowledges and agrees that such shares of Common
Stock have not yet been registered under the Securities Act of 1933 (the "Act")
or the securities laws of any state and may not be sold, transferred, assigned,
offered, pledged or

<PAGE>   4


otherwise distributed unless there is an effective registration statement under
the Act and any applicable securities laws covering such shares or the Company
receives an opinion of counsel from Optionee (and concurred to by counsel for
the Company) stating that such sale, transfer, assignment, offer, pledge or
other distribution is exempt from registration and prospectus delivery
requirements of the Act, any applicable state securities laws, or the listing
requirements of any stock exchange. Optionee further acknowledges and agrees
that any certificate for such shares shall contain an appropriate legend to the
foregoing effect and that a stop transfer order shall be placed with the
Company's transfer agent. The Company represents and warrants that as soon as
practical after the Optionee exercises any of the options granted pursuant to
this Agreement, the Company shall take any and all steps that are necessary or
required in order to register the Common Stock pursuant to the Act.

         9. NON-ASSIGNABILITY. The options granted by this Agreement shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this
Agreement, and no such transfer shall be effective to bind the Company unless
the Company is furnished with written notice of the transfer and a copy of the
will or any other evidence the Company deems necessary to establish the validity
of the transfer. The term "Optionee", as used in this Agreement, shall include
any person or entity to whom any option is transferred.

         10. WITHHOLDING OF TAXES. If Optionee is employed with the Company or
any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         11. DISPUTES. As a condition to the granting the options contained in
this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.

         12. NOTICES. Every notice relating to this Agreement shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 University Drive, Suite 320
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         13. PROVISIONS OF PLAN CONTROLLING. Although the options granted
pursuant to this Agreement are not issued under the terms of Champion
Enterprises Inc.'s 1995 Stock Option and Incentive Plan (the "Plan"), Optionee
shall have the same rights and obligations under this Agreement as if these
options had been issued under the Plan, which is available upon written request
to the Company. If any provisions of this Agreement conflict with any provisions
of the Plan, the provisions of the Plan shall control.







<PAGE>   5


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

         COMPANY:                           CHAMPION ENTERPRISES, INC.

                                            By:
                                                ---------------------------
                                                     Walter R. Young, Jr.
                                                     President and Chief
                                                     Executive Officer



         OPTIONEE:
                                            ------------------------------


<PAGE>   6


                                   EXHIBIT A
                        NOTICE OF EXERCISE OF FIRST PART
                       (NONQUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on       ,    , which permits me to
purchase       shares of Champion Enterprises, Inc. Common Stock at a price of
$     per share.

         I elect to exercise this part of the option to purchase 4,000
nonqualified stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         If I choose to make an 83(b) election under the Code, I shall pay the
Company within fourteen (14) days from the date of that election the applicable
amount to the Company to satisfy any requirements for withholding of income and
employment taxes arising from this exercise. Otherwise, I understand that I
shall have ordinary income each six months as the shares vest, and I agree to
pay all applicable withholdings when notified.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of two years. I also understand
that if my employment with the Company is terminated within two years of the
grant date of this option, a portion of the shares, pro-rated semi-annually,
shall be forfeited and returned to the Company in exchange for the exercise
price relating to those shares.

                                                 ---------------------------


Address:
                 --------------------
                 --------------------
SSN:                   -     -
                 ------ ----- -------
Dated:                ,
         -------------  ----


<PAGE>   7


                                   EXHIBIT B
                          NOTICE OF EXERCISE OF SECOND
                       (NONQUALIFIED STOCK OPTION SHARES)


Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:
         A stock option was granted to me on             ,     , which permits
me, upon the exercise of the first part of the option on or before
             ,     , and subject to a five-year graded vesting schedule, to
purchase 36,000 stock option shares of Champion Enterprises, Inc. Common Stock
at a price of $      per share.

         I hereby elect to exercise this part of the option to purchase
           stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of six months.

                                                  ---------------------------


Address:
                 --------------------
                 --------------------
SSN:                   -     -
                 ------ ----- -------
Dated:                , 200
         -------------     --


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>k59274dex4-3.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.3

The following document is a form of Nonqualified Stock Option Agreement entered
into between the Registrant and various officers and employees of subsidiaries.
The agreements are identical in all material respects except as to the identity
of the parties, the dates of execution and the number of options granted.

                       NONQUALIFIED STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this
   day of          ,      (the "Grant Date"), by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation ("the Company"), and
(the "Optionee").

                                   WITNESSETH:
         WHEREAS, Optionee is employed by a subsidiary of the Company; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company or its subsidiaries; and

         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1. DEFINITIONS. For the purposes of this Agreement, certain words and
phrases have the following definitions:

         a) "Act" means the Securities Act of 1933;

         b) "Code" means the Internal Revenue Code of 1986, as amended;

         c) "Committee" means the Compensation Committee of the Company;

         d) "Common Stock" means the common stock of the Company, par value
             $1.00;

         e)  "Disability" means "disability" as defined under Section 22 (e)
              of the Code;

         f)  "Employment" (whether or not capitalized) means employment with the
             Company or any Parent or Subsidiary of the Company;

         g)  "Parent" means any "parent corporation" as defined in Section
             424(e) of the Code;

         h)  "Subsidiary" means any "subsidiary corporation" as defined in
             Section 424(f) of the Code.

         2. FIRST PART. The Company grants Optionee the right and option to
purchase from the Company      shares of the Company's Common Stock at a price
equal to 40% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the Grant Date, as reported in The Wall Street Journal (the
"First Part"). The First Part must be exercised in its entirety by no later than
sixty (60) days after the Grant Date. This grant of the First Part is
conditioned upon the agreement by Optionee not to sell or otherwise transfer the
shares acquired under this First Part until at least two (2) years from the date
of exercise. In addition, if within 2 years from the Grant Date Optionee
terminates his employment with the Company or the Optionee's employment is
terminated for "Cause" (as defined below), Optionee shall retain only the
following shares:


<PAGE>   2

         Time From Grant Date                                 Shares Retained
         --------------------                                 ---------------
         less than 6 months                                            0

         less than 12 months
                                                              ----
         less than 18 months
                                                              ----
         less than 24 months
                                                              ----
         24 months or more
                                                                     ----

Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares. "Cause" shall have the same meaning as in Optionee's employment
agreement with the Company's retail subsidiary.

         3. SECOND PART. If Optionee exercises the First Part within 60 days
from the Grant Date, the Company grants Optionee the right and option to
purchase from the Company       shares of the Company's Common Stock at a price
equal to 100% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the Grant Date, as reported in The Wall Street Journal, (the
"Second Part"). The options granted under this Second Part shall not be
immediately exercisable, but shall be exercisable according to the following
schedule:

         Number of Option Shares             Date Exercisable
         -----------------------             ----------------
                                             1 year after the Grant Date
                  -----
                                             2 years after the Grant Date
                  -----
                                             3 years after the Grant Date
                  -----
                                             4 years after the Grant Date
                  -----
                                             5 years after the Grant Date
                  -----

This grant of the Second Part is conditioned upon the agreement by Optionee not
to sell or otherwise transfer the shares acquired under this Second Part until
at least six (6) months from the date of exercise. No portion of this Second
Part shall be exercisable more than ten (10) years after the Grant Date. The
Second Part may be exercised in installments. This Second Part is not intended
to be an incentive stock option within the meaning of Section 422 of the Code.

         4. TERMINATION OF EMPLOYMENT.

                  a) Before Exercise of First Part. If Optionee's employment
with the Company shall terminate for any reason prior to Optionee's exercise in
full of the First Part, Optionee's right to exercise any option under this
Agreement shall terminate and all exercise rights hereunder shall cease.

                  b) Death or Disability. If, on or after one (1) year from the
Grant Date (the first date that any portion of the Second Part becomes
exercisable), Optionee shall die or become Disabled, Optionee or the executor or
administrator of the estate of Optionee (as the case may be) or the person or
persons to whom the option shall have been transferred by will or by the laws of
descent and distribution, or the legal guardian of Optionee or the individual
designated in Optionee's durable power of attorney in the event of Disability,
shall have the right, within one year from the date of Optionee's death or
Disability, to exercise the second part of this option to the extent that it is
exercisable and unexercised on the date of Optionee's death or Disability. This
one-year period may be extended at the discretion of the Committee, but not
beyond ten (10) years from the Grant Date.

                  c) Other Termination. If, on or after one (1) year from the
Grant Date (the first date that any portion of the Second Part becomes
exercisable), Optionee's employment shall be terminated for any reason other
than death or Disability, Optionee shall have the right, within three months
after such termination of employment, to exercise the second part of this option
to the extent that it is exercisable and unexercised on the date of such
termination of employment. This three-month period may be extended at the
discretion of the Committee, but not beyond ten (10) years from the Grant Date.

                  d) Other. A leave of absence with the written consent of the
Company, or a transfer of Optionee from one corporation to another among the
Company, its Parent, or any of its Subsidiaries shall not be deemed a
termination of employment for purposes of this Agreement. Any part of this
option that is not exercisable on the date of any termination of employment
shall be forfeited.
<PAGE>   3

         5. EXERCISE OF OPTION. Optionee may exercise any exercisable option
granted pursuant to this Agreement by completing the following steps.

                  (a) Written Notice. Delivery to the Company of a written
notice signed by the Optionee: (1) for the First Part, in the form attached as
EXHIBIT A; or (2) for the Second Part, in the form attached as EXHIBIT B. In
addition, at the request of the Company, Optionee may be required to provide a
written representation that Optionee is acquiring the shares for investment
purposes only, and not for resale.

                  (b) Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal. After receipt of the above and subject to Section 8
below, the company shall issue the shares in the name of Optionee.

         6. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give the
Optionee any right to be retained or to continued employment with the Company of
any Subsidiary of the Company.

         7. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this
Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations before
taking any action pursuant to this Agreement.

         8. INVESTMENT INTENT. The Optionee represents and warrants to the
Company that he or she is acquiring all shares of Common Stock under this option
for investment purposes only and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have not yet been
registered under the Act or the securities laws of any state and may not be
sold, transferred, assigned, offered, pledged or otherwise distributed unless
there is an effective registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an opinion of
counsel from Optionee (and concurred to by counsel for the Company) stating that
such sale, transfer, assignment, offer, pledge or other distribution is exempt
from registration and prospectus delivery requirements of the Act, any
applicable state securities laws, or the listing requirements of any stock
exchange. Optionee further acknowledges and agrees that any certificate for such
shares shall contain an appropriate legend to the foregoing effect and that a
stop transfer order shall be placed with the Company's transfer agent. The
Company represents and warrants that as soon as practical after the Optionee
exercises any of the options granted pursuant to this Agreement, the Company
shall take any and all steps that are necessary or required in order to register
the Common Stock pursuant to the Act.

         10. NON-ASSIGNABILITY. The options granted by this Agreement shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this
Agreement, and no such transfer shall be effective to bind the Company unless
the Company is furnished with written notice of the transfer and a copy of the
will or any other evidence the Company deems necessary to establish the validity
of the transfer. The term "Optionee", as used in this Agreement, shall include
any person or entity to whom any option is transferred.

         11. WITHHOLDING OF TAXES. Optionee must pay to Company within fourteen
(14) days from the date of any exercise any amounts necessary to satisfy any
requirements for withholding of income or employment taxes in connection with
that exercise.

         12. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to such
shares represented by such certificate or certificates.

         13. DISPUTES. As a condition to the granting the options contained in
this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.

         14. NOTICES. Every notice relating to this Agreement shall be in
writing, any notice given by mail shall

<PAGE>   4
be by registered or certified mail with return receipt requested. All notices to
the Company shall be delivered to the following address:

                           Champion Enterprises, Inc.
                           2701 University Drive, Suite 320
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

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

         COMPANY:                           CHAMPION ENTERPRISES, INC.

                                            By:
                                                ---------------------------
                                                     Its:
                                                         --------------------

         OPTIONEE:
                                            ------------------------------






<PAGE>   5


                                   EXHIBIT A

                       NOTICE OF EXERCISE OF FIRST PART OF
                            NONQUALIFIED STOCK OPTION

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:
         A stock option was granted to me on               ,     , which permits
me to purchase       shares of Champion Enterprises, Inc. Common Stock at a
price of $     per share. I elect to exercise this part of the option to
purchase 1,333 nonqualified stock option shares. A personal check (or cash, bank
draft, or money order) for the purchase price is enclosed with this letter.

         If I choose to make an 83(b) election under the Code, I shall pay the
Company within fourteen (14) days from the date of that election the applicable
amount to the Company to satisfy any requirements for withholding of income and
employment taxes arising from this exercise.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of two years. I also understand
that if my employment with the Company is terminated within two years of the
grant date of this option, a portion of the shares, pro-rated semi-annually,
shall be forfeited and returned to the Company in exchange for the exercise
price relating to those shares.

                                                ---------------------------

Address:
                 --------------------
                 --------------------

SSN:                   -     -
                 ------ ----- -------
Dated:                ,
         -------------  -----

<PAGE>   6


                                   EXHIBIT B
                      NOTICE OF EXERCISE OF SECOND PART OF
                            NONQUALIFIED STOCK OPTION

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on             ,     which permits me,
upon the exercise of the first part of the option within 60 days, to purchase
      shares of Champion Enterprises, Inc. Common Stock at a price of $
per share. I elect to exercise this part of the option to purchase
nonqualified stock option shares. A personal check (or cash, bank draft, or
money order) for the purchase price is enclosed with this letter.

         I shall pay the Company the applicable amount to satisfy any
requirements for withholding of income and employment taxes arising from this
exercise within fourteen days from the determination of said amount by the
Company.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of six months, and each
certificate for such shares shall contain a legend to the foregoing effect.

                                                 ---------------------------
Address:
                 --------------------
                 --------------------

SSN:                   -     -
                 ------ ----- -------
Dated:                ,
         -------------  ------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>k59274dex4-4.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.4

The following document is a form of Nonqualified Stock Option Agreement entered
into between the Registrant and various officers and employees of subsidiaries.
The agreements are identical in all material respects except as to the identity
of the parties, the dates of execution and the number of options granted.
                       NONQUALIFIED STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this
day of            ,      (the "Grant Date"), by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation ("the Company"), and          (the
"Optionee").
                                   WITNESSETH:

         WHEREAS, Optionee is to be employed by a subsidiary of the Company; and

         WHEREAS, on            ,      (the "Stock Purchase Agreement Execution
Date"), the Company executed that certain stock purchase agreement whereby the
Company agreed to purchase all of the outstanding common stock of             .,
a         corporation; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company or its subsidiaries; and

         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1. Definitions. For the purposes of this Agreement, certain words and
phrases have the following definitions:

         a)   "Act" means the Securities Act of 1933;

         b)   "Code" means the Internal Revenue Code of 1986, as amended;

         c)   "Committee" means the Compensation Committee of the Company;

         d)   "Common Stock" means the common stock of the Company, par value
              $1.00;

         e)   "Disability" means "disability" as defined under Section 22(e) of
              the Code;

         f)   "Employment" (whether or not capitalized) means employment with
              the Company or any Parent or Subsidiary of the Company;

         g)   "Parent" means any "parent corporation" as defined in Section
              424(e) of the Code;

         h)   "Subsidiary" means any "subsidiary corporation" as defined in
              Section 424(f) of the Code.

         2. First Part. The Company grants Optionee the right and option to
purchase from the Company       shares of the Company's Common Stock at a price
equal to 40% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date,
as reported in The Wall Street Journal (the "First Part"). The First Part must
be exercised in its entirety by no later than ninety (90) days after the Grant
Date. This grant of the First Part is conditioned upon the agreement by Optionee
not to sell or otherwise transfer the shares acquired under this First Part
until at least two (2) years from the date of exercise. In addition, if within 2
years from the Grant Date Optionee terminates his employment with the Company or
the Optionee's employment is terminated for "Cause" (as defined below), Optionee
shall retain only the following shares:


<PAGE>   2

         Time From Grant Date                           Shares Retained
         --------------------                           ---------------
         less than 6 months                                     0

         less than 12 months
                                                              -----
         less than 18 months
                                                              -----
         less than 24 months
                                                              -----
         24 months or more
                                                                     -----


Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares. "Cause" shall have the same meaning as in Optionee's employment
agreement with the Company's retail subsidiary, or if no such agreement exists
it shall mean Optionee's willful and gross misconduct, willful and material
breach of his duties or an act of fraud or dishonesty by the Optionee that
directly or indirectly results in material harm to the Company.

         3. Second Part. If Optionee exercises the First Part within 90 days
from the Grant Date, the Company grants Optionee the right and option to
purchase from the Company        shares of the Company's Common Stock at a price
equal to 100% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the day prior to the Stock Purchase Agreement Execution Date,
as reported in The Wall Street Journal, (the "Second Part"). The options granted
under this Second Part shall not be immediately exercisable, but shall be
exercisable according to the following schedule:

         Number of Option Shares             Date Exercisable
         -----------------------             ----------------
                                             1 year after the Grant Date
                  -----
                                             2 years after the Grant Date
                  -----
                                             3 years after the Grant Date
                  -----
                                             4 years after the Grant Date
                  -----
                                             5 years after the Grant Date
                  -----


This grant of the Second Part is conditioned upon the agreement by Optionee not
to sell or otherwise transfer the shares acquired under this Second Part until
at least six (6) months from the date of exercise. No portion of this Second
Part shall be exercisable more than ten (10) years after the Grant Date. The
Second Part may be exercised in installments. This Second Part is not intended
to be an incentive stock option within the meaning of Section 422 of the Code.

         4. Termination of Employment.

                  a) Before Exercise of the First Part. If Optionee's employment
with the Company shall terminate for any reason prior to Optionee's exercise in
full of the First Part, Optionee's right to exercise any option under this
Agreement shall terminate and all exercise rights hereunder shall cease.

                  b) Death or Disability. If, on or after one (1) year from the
Grant Date (the first date that any portion of the Second Part becomes
exercisable), Optionee shall die or become Disabled, Optionee or the executor or
administrator of the estate of Optionee (as the case may be) or the person or
persons to whom the option shall have been transferred by will or by the laws of
descent and distribution, or the legal guardian of Optionee or the individual
designated in Optionee's durable power of attorney in the event of Disability,
shall have the right, within one year from the date of Optionee's death or
Disability, to exercise the second part of this option to the extent that it is
exercisable and unexercised on the date of Optionee's death or Disability. This
one-year period may be extended at the discretion of the Committee, but not
beyond ten (10) years from the Grant Date.

                  c) Other Termination. If, on or after one (1) year from the
Grant Date (the first date that any portion of the Second Part becomes
exercisable), Optionee's employment shall be terminated for any reason other
than death or Disability, Optionee shall have the right, within three months
after such termination of employment, to exercise the second part of this option
to the extent that it is exercisable and unexercised on the date of such
termination of employment. This three-month period may be extended at the
discretion of the Committee, but not beyond ten (10) years from the Grant Date.


<PAGE>   3


                  d) Events Not Constituting a Termination. A leave of absence
with the written consent of the Company, or a transfer of Optionee from one
corporation to another among the Company, its Parent, or any of its Subsidiaries
shall not be deemed a termination of employment for purposes of this Agreement.

         5. Exercise of Option. Optionee may exercise any exercisable option
granted pursuant to this Agreement by completing the following steps.

                  (a) Written Notice. Delivery to the Company of a written
notice signed by the Optionee: (1) for the First Part, in the form attached as
Exhibit A; or (2) for the Second Part, in the form attached as Exhibit B. In
addition, at the request of the Company, Optionee may be required to provide a
written representation that Optionee is acquiring the shares for investment
purposes only, and not for resale.

                  (b) Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal.

After receipt of the above and subject to Section 8 below, the company shall
issue the shares in the name of Optionee.

         6. No Right to Continued Employment. This Agreement does not give the
Optionee any right to be retained or to continued employment with the Company of
any Subsidiary of the Company.

         7. Compliance with Securities Laws. Company's obligations under this
Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations before
taking any action pursuant to this Agreement.

         8. Investment Intent. The Optionee represents and warrants to the
Company that he or she is acquiring all shares of Common Stock under this option
for investment purposes only and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have not yet been
registered under the Act or the securities laws of any state and may not be
sold, transferred, assigned, offered, pledged or otherwise distributed unless
there is an effective registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an opinion of
counsel from Optionee (and concurred to by counsel for the Company) stating that
such sale, transfer, assignment, offer, pledge or other distribution is exempt
from registration and prospectus delivery requirements of the Act, any
applicable state securities laws, or the listing requirements of any stock
exchange. Optionee further acknowledges and agrees that any certificate for such
shares shall contain an appropriate legend to the foregoing effect and that a
stop transfer order shall be placed with the Company's transfer agent. The
Company represents and warrants that as soon as practical after the Optionee
exercises any of the options granted pursuant to this Agreement, the Company
shall take any and all steps that are necessary or required in order to register
the Common Stock pursuant to the Act.

         10. Non-Assignability. The options granted by this Agreement shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this
Agreement, and no such transfer shall be effective to bind the Company unless
the Company is furnished with written notice of the transfer and a copy of the
will or any other evidence the Company deems necessary to establish the validity
of the transfer. The term "Optionee", as used in this Agreement, shall include
any person or entity to whom any option is transferred.

         11. Withholding of Taxes. Optionee must pay to Company within fourteen
(14) days from the date of any exercise any amounts necessary to satisfy any
requirements for withholding of income or employment taxes in connection with
that exercise.

         12. Rights as Shareholder. Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to such
shares represented by such certificate or certificates.

         13. Disputes. As a condition to the granting the options contained in
this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.

<PAGE>   4
         14. Notices. Every notice relating to this Agreement shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 University Drive, Suite 320
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

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

         COMPANY:                           CHAMPION ENTERPRISES, INC.

                                            By:
                                               ----------------------------
                                                  Its:
                                                       ------------------------




         OPTIONEE:
                                            -----------------------------------







<PAGE>   5
                                   EXHIBIT A
                       NOTICE OF EXERCISE OF FIRST PART OF
                            NONQUALIFIED STOCK OPTION

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on           ,     , which permits me
to purchase       shares of Champion Enterprises, Inc. Common Stock at a price
of $     per share. I elect to exercise this part of the option to purchase
nonqualified stock option shares. A personal check (or cash, bank draft, or
money order) for the purchase price is enclosed with this letter.

         If I choose to make an 83(b) election under the Code, I shall pay the
Company within fourteen (14) days from the date of that election the applicable
amount to the Company to satisfy any requirements for withholding of income and
employment taxes arising from this exercise.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of two years. I also understand
that if my employment with the Company is terminated within two years of the
grant date of this option, a portion of the shares, pro-rated semi-annually,
shall be forfeited and returned to the Company in exchange for the exercise
price relating to those shares.

                                            -----------------------------------

Address:
                ----------------------
                ----------------------
SSN:                  -     -
                ------ ----- -------
Dated:                ,
        -------------- -------


<PAGE>   6
                                   EXHIBIT B
                      NOTICE OF EXERCISE OF SECOND PART OF
                            NONQUALIFIED STOCK OPTION

Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on                  ,     , which
permits me, upon the exercise of the first part of the option within 60 days, to
        per share. I elect to exercise this part of the option to purchase
         nonqualified stock option shares. A personal check (or cash, bank
draft, or money order) for the purchase price is enclosed with this letter.

         I shall pay the Company the applicable amount to satisfy any
requirements for withholding of income and employment taxes arising from this
exercise within fourteen days from the determination of said amount by the
Company.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of six months, and each
certificate for such shares shall contain a legend to the foregoing effect.

                                            -----------------------------------


Address:
                ----------------------
                ----------------------
SSN:                  -     -
                ------ ----- -------
Dated:                ,
        -------------- -------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>6
<FILENAME>k59274dex4-5.txt
<DESCRIPTION>FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
<TEXT>

<PAGE>   1


                                                                     EXHIBIT 4.5

The following document is a form of Nonqualified Stock Option Agreement entered
into between the Registrant and various officers and employees of subsidiaries.
The agreements are identical in all material respects except as to the identity
of the parties, the dates of execution and the number of options granted.

                       NONQUALIFIED STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this
       day of          ,      (the "Grant Date"), by and between CHAMPION
ENTERPRISES, INC., a Michigan corporation ("the Company"), and          (the
"Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is to be employed by a subsidiary of the Company; and

         WHEREAS, on           ,     (the "Purchase Agreement Execution Date"),
a Subsidiary of the Company, Champion Development Corp., a Michigan corporation
("CDC"), executed that certain asset purchase agreement whereby CDC agreed to
purchase from Phoenix Land Development Corporation, a Delaware corporation,
Phoenix Homes Corporation, a Delaware corporation, and Optionee substantially
all of their assets that are used in the manufactured housing development
business; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of CDC; and

         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1. DEFINITIONS. For the purposes of this Agreement, certain words and
phrases have the following definitions:

         a)       "Act" means the Securities Act of 1933;

         b)       "Code" means the Internal Revenue Code of 1986, as amended;

         c)       "Committee" means the Compensation Committee of the Company;

         d)       "Common Stock" means the common stock of the Company, par
                  value $1.00;

         e)       "Disability" means "disability" as defined under Section 22(e)
                  of the Code;

         f)       "Employment" (whether or not capitalized) means employment
                  with the Company or any Parent or Subsidiary of the Company;

         g)       "Parent" means any "parent corporation" as defined in Section
                  424(e) of the Code;

         h)       "Subsidiary" means any "subsidiary corporation" as defined in
                  Section 424(f) of the Code.

         2. FIRST PART. The Company grants Optionee the right and option to
purchase from the Company      shares of the Company's Common Stock at a price
equal to 40% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the day prior to the Purchase Agreement Execution Date, as
reported in The Wall Street Journal (the "First Part"). The First Part must be
exercised in its entirety by no later than ninety (90) days after the Grant
Date. This grant of the First Part is conditioned upon the agreement by Optionee
not to sell or otherwise transfer the shares acquired under this First Part
until at least two (2) years from the date of exercise. In addition, if within 2
years from the Grant Date Optionee terminates his employment with the Company or
the Optionee's employment is terminated for "Cause" (as defined below), Optionee
shall retain only the following shares:


<PAGE>   2

         Time From Grant Date                                 Shares Retained
         --------------------                                 ---------------
         less than 6 months                                            0
         less than 12 months                                  _____
         less than 18 months                                  _____
         less than 24 months                                  _____
         24 months or more                                             _____

Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares. "Cause" shall have the same meaning as in Optionee's employment
agreement with CDC.

         3. SECOND PART. If Optionee exercises the First Part within 90 days
from the Grant Date, the Company grants Optionee the right and option to
purchase from the Company        shares of the Company's Common Stock at a price
equal to 100% of the closing price of the Company's Common Stock on the New York
Stock Exchange for the day prior to the Purchase Agreement Execution Date, as
reported in The Wall Street Journal, (the "Second Part"). The options granted
under this Second Part shall not be immediately exercisable, but shall be
exercisable according to the following schedule:

         Number of Option Shares                Date Exercisable
         -----------------------                ----------------
                  ______                        1 year after the Grant Date
                  ______                        2 years after the Grant Date
                  ______                        3 years after the Grant Date
                  ______                        4 years after the Grant Date
                  ______                        5 years after the Grant Date


This grant of the Second Part is conditioned upon the agreement by Optionee not
to sell or otherwise transfer the shares acquired under this Second Part until
at least six (6) months from the date of exercise. No portion of this Second
Part shall be exercisable more than ten (10) years after the Grant Date. The
Second Part may be exercised in installments. This Second Part is not intended
to be an incentive stock option within the meaning of Section 422 of the Code.

         4. TERMINATION OF EMPLOYMENT.

                  a) Before Option Becomes Exercisable. If Optionee's employment
with the Company shall terminate for any reason prior to Optionee's exercise in
full of the First Part, Optionee's right to exercise any option under this
Agreement shall terminate and all exercise rights hereunder shall cease. If
Optionee exercises in full the First Part but Optionee's employment with the
Company shall terminate for any reason before all or any portion of the Second
Part becomes exercisable, Optionee's right to exercise that portion of the
Second Part shall terminate and all exercise rights relating thereto shall
cease.

                  b) Termination Other Than Death or Disability. If, on or after
the first anniversary of this Agreement, Optionee's employment is terminated for
any reason other than death or Disability, Optionee shall have the right, within
the earlier of (1) the expiration of the option, or (2) three months after the
termination of employment, to exercise any options pursuant to this Agreement to
the extent that they are exercisable and unexercised on the date of Optionee's
termination of employment, subject to any other limitation on exercise contained
in this Agreement.

                  c) Death or Disability. If, on or after the first anniversary
of this Agreement, Optionee's employment is terminated due to Optionee's death
or Disability, Optionee, or the person or persons whom the option shall have
transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Agreement to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Agreement.


<PAGE>   3


                  d) Events Not Constituting a Termination. The transfer of
Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Agreement.

         5. EXERCISE OF OPTION. Optionee may exercise any exercisable option
granted pursuant to this Agreement by completing the following steps.

                  (a) Written Notice. Delivery to the Company of a written
notice signed by the Optionee: (1) for the First Part, in the form attached as
Exhibit A; or (2) for the Second Part, in the form attached as Exhibit B. In
addition, at the request of the Company, Optionee may be required to provide a
written representation that Optionee is acquiring the shares for investment
purposes only, and not for resale.

                  (b) Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal. After receipt of the above and subject to Section 8
below, the company shall issue the shares in the name of Optionee.

         6. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give the
Optionee any right to be retained or to continued employment with the Company of
any Subsidiary of the Company.

         7. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this
Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations before
taking any action pursuant to this Agreement.

         8. INVESTMENT INTENT. The Optionee represents and warrants to the
Company that he or she is acquiring all shares of Common Stock under this option
for investment purposes only and not with a view to resale. The Optionee
acknowledges and agrees that such shares of Common Stock have not yet been
registered under the Act or the securities laws of any state and may not be
sold, transferred, assigned, offered, pledged or otherwise distributed unless
there is an effective registration statement under the Act and any applicable
securities laws covering such shares or the Company receives an opinion of
counsel from Optionee (and concurred to by counsel for the Company) stating that
such sale, transfer, assignment, offer, pledge or other distribution is exempt
from registration and prospectus delivery requirements of the Act, any
applicable state securities laws, or the listing requirements of any stock
exchange. Optionee further acknowledges and agrees that any certificate for such
shares shall contain an appropriate legend to the foregoing effect and that a
stop transfer order shall be placed with the Company's transfer agent. The
Company represents and warrants that as soon as practical after the Optionee
exercises any of the options granted pursuant to this Agreement, the Company
shall take any and all steps that are necessary or required in order to register
the Common Stock pursuant to the Act.

         10. NON-ASSIGNABILITY. The options granted by this Agreement shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this
Agreement, and no such transfer shall be effective to bind the Company unless
the Company is furnished with written notice of the transfer and a copy of the
will or any other evidence the Company deems necessary to establish the validity
of the transfer. The term "Optionee", as used in this Agreement, shall include
any person or entity to whom any option is transferred.

         11. WITHHOLDING OF TAXES. Optionee must pay to Company within fourteen
(14) days from the date of any exercise any amounts necessary to satisfy any
requirements for withholding of income or employment taxes in connection with
that exercise.

         12. RIGHTS AS SHAREHOLDER. Optionee shall have no rights as a
shareholder of the Company with respect to any of the shares covered by this
option until the issuance of a stock certificate or certificates upon the
exercise of the option in full or in part, and then only with respect to such
shares represented by such certificate or certificates.

         13. DISPUTES. As a condition to the granting the options contained in
this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.


<PAGE>   4
         14. NOTICES. Every notice relating to this Agreement shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 University Drive, Suite 320
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

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

         COMPANY:                           CHAMPION ENTERPRISES, INC.

                                            By:
                                               ----------------------------
                                                    Its:
                                                         ----------------------




         OPTIONEE:
                                            ---------------------------------
















<PAGE>   5

                                   EXHIBIT A
                       NOTICE OF EXERCISE OF FIRST PART OF
                            NONQUALIFIED STOCK OPTION


Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on              ,      which permits
me to purchase      shares of Champion Enterprises, Inc. Common Stock at a price
of $       per share. I elect to exercise this part of the option to purchase
      nonqualified stock option shares. A personal check (or cash, bank draft,
or money order) for the purchase price is enclosed with this letter.

         If I choose to make an 83(b) election under the Code, I shall pay the
Company within fourteen (14) days from the date of that election the applicable
amount to satisfy any requirements for withholding of income and employment
taxes arising from this exercise.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of two years. I also understand
that if my employment with the Company is terminated within two years of the
grant date of this option, a portion of the shares, pro-rated semi-annually,
shall be forfeited and returned to the Company in exchange for the exercise
price relating to those shares.

                                            -----------------------------------


Address:
                ----------------------
                ----------------------
SSN:                  -     -
                ------ ----- -------
Dated:                ,
        -------------- -------

<PAGE>   6



                                   EXHIBIT B
                      NOTICE OF EXERCISE OF SECOND PART OF
                            NONQUALIFIED STOCK OPTION


Secretary
Champion Enterprises, Inc.
2701 University Drive, Suite 320
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on          ,     , which permits me,
upon the exercise of the first part of the option within 60 days, to purchase
       shares of Champion Enterprises, Inc. Common Stock at a price of $
per share. I elect to exercise this part of the option to purchase
nonqualified stock option shares. A personal check (or cash, bank draft, or
money order) for the purchase price is enclosed with this letter.

         I shall pay the Company the applicable amount to satisfy any
requirements for withholding of income and employment taxes arising from this
exercise within fourteen days from the determination of said amount by the
Company.

         I acknowledge and agree that the shares of Common Stock that I am
purchasing may not currently be registered under the Securities Act of 1933 (the
"Act") or the securities laws of any state. I understand and agree that if these
shares are not currently registered, the Company is obligated to register these
shares under the Act as soon as practicable after this exercise. Notwithstanding
the foregoing, I acknowledge and agree that these shares may not be sold,
transferred, assigned, offered, pledged or otherwise distributed until they are
registered under the Act or unless the Company receives an opinion of counsel
from me (and concurred to by counsel for the Company) stating that such sale,
transfer, assignment, offer, pledge or other distribution is exempt from
registration and prospectus delivery requirements of the Act, any applicable
state securities laws, or the listing requirements of any stock exchange.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of six months, and each
certificate for such shares shall contain a legend to the foregoing effect.

                                            -----------------------------------


Address:
                ----------------------
                ----------------------
SSN:                  -     -
                ------ ----- -------
Dated:                ,
        -------------- -------





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>k59274dex5.txt
<DESCRIPTION>OPINION OF DYKEMA GOSSETT PLLC
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 5


                           [Dykema Gossett Letterhead]

                                December 28, 2000


Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326


Ladies and Gentlemen:

         We have served as counsel to Champion Enterprises, Inc. (the "Company")
in connection with the preparation of the Registration Statement (Form S-8) to
be filed by the Company on December 28, 2000, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement of 296,716 shares
of the Company's Common Stock, par value $1.00 per share (the "Common Stock"),
pursuant to various Nonqualified Stock Option Agreements.

         We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.

         Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan and (2) the Common Stock, when issued in the manner described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.

         We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                            Very truly yours,

                                            DYKEMA GOSSETT PLLC

                                            /s/ D. RICHARD MCDONALD

                                            D. Richard McDonald



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>8
<FILENAME>k59274dex23-1.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 11, 2000,
relating to the financial statements of Champion Enterprises, Inc., which
appears in Champion Enterprises Inc.'s Annual Report on Form 10-K for the year
ended January 1, 2000.


PricewaterhouseCoopers LLP

/s/PricewaterhouseCoopers LLP


Detroit, Michigan
December 28, 2000










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