<SUBMISSION>
<ACCESSION-NUMBER>0000950124-04-005941
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20041122
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20041124
<DATE-OF-FILING-DATE-CHANGE>20041124
<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>8-K
<ACT>34
<FILE-NUMBER>001-09751
<FILM-NUMBER>041166984
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2701 CAMBRIDGE COURT
<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>8-K
<SEQUENCE>1
<FILENAME>k90032e8vk.htm
<DESCRIPTION>CURRENT REPORT, DATED NOVEMBER 22, 2004
<TEXT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, DC 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>


<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Date of report (Date of earliest event reported):&nbsp;&nbsp;November&nbsp;22, 2004

<P align="center" style="font-size: 24pt">Champion Enterprises, Inc.

<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>



<P align="center" style="font-size: 10pt">Michigan


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(State or Other Jurisdiction of Incorporation)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">1-9751
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">38-2743168</TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">2701 Cambridge Court, Suite&nbsp;300, Auburn Hills, Michigan
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">48326</TD>
</TR>

<TR style="font-size: 1px">
    <TD colspan="3" valign="top" align="left"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">(248)&nbsp;340-9090


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Registrant&#146;s Telephone Number, Including Area Code)</DIV>



<P align="center" style="font-size: 10pt">Not Applicable


<DIV align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center" style="font-size: 10pt">(Former Name or Former Address, if Changed Since Last Report)</DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule&nbsp;425 under the
Securities Act (17 CFR 230.425)


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule&nbsp;14a-12 under the
Exchange Act (17 CFR 240.14a-12)


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule&nbsp;13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">Item&nbsp;1.01. Entry into a Material Definitive Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">Item&nbsp;9.01. Financial Statements and Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">Index to Exhibits</A></TD></TR>
<TR><TD colspan="9"><A HREF="k90032exv10w1.txt">Form of Change in Control Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="k90032exv10w2.txt">Change in Control Agreement, dated as of November 22, 2004</A></TD></TR>
<TR><TD colspan="9"><A HREF="k90032exv10w3.txt">Executive Officer Severance Pay Plan</A></TD></TR>
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<!-- link1 "Item&nbsp;1.01. Entry into a Material Definitive Agreement" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;1.01. Entry into a Material Definitive Agreement.</B>



<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">On November&nbsp;22, 2004, Champion Enterprises, Inc. (the &#147;Company&#148;) entered into
Change in Control Agreements with the following officers: William C.
Griffiths, Phyllis A. Knight, John J. Collins, Jr. and Bobby J. Williams. Each
agreement is effective as of November&nbsp;22, 2004 and replaces the
previous change in control agreement each officer had with the Company. Other than the name of the officer who is a
party to each of the agreements with Phyllis A. Knight, John J. Collins, Jr.
and Bobby J. Williams (collectively, the &#147;Agreements&#148;), the Agreements are
substantially identical. A copy of the form of the Agreement is attached hereto as Exhibit
10.1. The following description applies to each Agreement and is qualified in
its entirety by reference to the form of Agreement attached hereto.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Under each Agreement, the officer would receive a cash severance payment if his
or her employment were to be terminated by the Company without cause, or by the officer
for good reason, following a change in control of the Company, as defined in
the Agreement. The officer&#146;s severance payment would be the sum of: (i)&nbsp;twice
the base annual salary earned by the officer immediately prior to termination
or immediately prior to the change in control, whichever is greater, plus (ii)
twice the target performance bonus for the fiscal year in which the termination
occurs or the fiscal year of the change in control, whichever is greater. The
Agreement also includes nonsolicitation and noncompetition obligations on the
part of the officer that survive for two years following the date of
termination. The Agreement also provides that in certain circumstances the
severance payment may be reduced so that the payment will not be subject to
U.S. federal excise taxes.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">A copy of the Change in Control Agreement with Mr.&nbsp;Griffiths (the &#147;Griffiths
Agreement&#148;) is attached hereto as Exhibit&nbsp;10.2. The following description
applies to the Griffiths Agreement and is qualified in its entirety by
reference to the Griffiths Agreement attached hereto. Under the Griffiths
Agreement, Mr.&nbsp;Griffiths would receive a cash severance payment if his
employment is terminated by the Company without cause, or by him for good
reason, following a change in control of the Company, as defined in the
Agreement. Mr.&nbsp;Griffiths&#146; severance payment would be the sum of: (i)&nbsp;twice the
annual base salary earned by him immediately prior to termination or
immediately prior to the change in control, whichever is greater, plus (ii)
twice the target bonus for the fiscal year in which the termination occurs or
the fiscal year of the change in control, whichever is greater. The Agreement
also provides that in certain circumstances the severance payment will be
increased to fully compensate Mr.&nbsp;Griffiths for any U.S. federal excise tax
paid by him due to his receiving the severance payment as well as for any U.S.
federal, state or local income tax payments arising due to his receipt of such
additional amount.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Also on November&nbsp;22, 2004, the Board of Directors of the Company adopted an
Executive Officer Severance Pay Plan (the &#147;Severance Plan&#148;) that will be
effective on December&nbsp;1, 2004 and a copy of which is attached hereto as Exhibit
10.3. The following description of the Severance Plan is qualified in its
entirety by reference to the Severance Plan attached hereto.


<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Employees designated by the Company&#146;s Board of Directors as an &#147;officer&#148; for
purposes of Section&nbsp;16 of the Securities Exchange Act of 1934, other than the
President and Chief Executive Officer, are participants under the Severance
Plan. Under the Severance Plan, a participant is entitled to receive cash
severance payments if his or her employment is terminated by the Company
without cause, or by the participant for good reason, as defined in the Agreement. Participants who are
covered by a change in control


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">agreement with the Company and who become entitled to payments or benefits
thereunder are not entitled to severance benefits under the Severance Plan.
Under the Severance Plan, the participant&#146;s
severance payments are made as salary continuation payments for up to eighteen
months at the rate of the Participant&#146;s base salary immediately prior to
termination, less the amount of any other severance payments received
from the Company by the
participant. Participants in the Severance Plan must also comply with
nonsolicitation and noncompetition obligations on their part that survive for
two years following the date of termination. In order to continue receiving severance payments under the
Severance Plan after the first twelve months the Participant must be seeking
other comparable employment. Compensation earned by a participant as
a result of such other employment is set off against severance
payments otherwise payable under the Severance Plan.

<!-- link1 "Item&nbsp;9.01. Financial Statements and Exhibits" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits</B>



<P align="left" style="font-size: 10pt">(c)&nbsp;Exhibits.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="84%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Change in Control Agreement between Champion
Enterprises, Inc. and certain executive officers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change in Control Agreement, dated as of November&nbsp;22, 2004,
between Champion Enterprises, Inc. and William C. Griffiths.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Officer Severance Pay Plan of Champion Enterprises,
Inc., effective as of December&nbsp;1, 2004.</TD>
</TR>

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</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">CHAMPION ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ John J. Collins, Jr.
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">John J. Collins, Jr., Senior Vice President,</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2"> General Counsel and Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="left" style="font-size: 10pt">Date: November&nbsp;24, 2004



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 "Index to Exhibits" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center" style="font-size: 10pt"><B>Index to Exhibits</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Form of Change in Control Agreement between Champion
Enterprises, Inc. and certain executive officers.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Change in Control Agreement, dated as of November&nbsp;22, 2004,
between Champion Enterprises, Inc. and William C. Griffiths.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;10.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Officer Severance Pay Plan of Champion Enterprises,
Inc., effective as of December&nbsp;1, 2004.</TD>
</TR>

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</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


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<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k90032exv10w1.txt
<DESCRIPTION>FORM OF CHANGE IN CONTROL AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                           CHANGE IN CONTROL AGREEMENT

      This Agreement (the "Agreement") made as of the 22nd day of November,
2004, by and between, Champion Enterprises, Inc., a Michigan corporation, with
its principal office at 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan
48326 (the "Company") and ___________________ (the "Executive").

                               W I T N E S S E T H

      WHEREAS, the Company believes that the establishment and maintenance of
sound and vital management of the Company is essential to the protection and
enhancement of the interests of the Company and the stockholders of the Company;

      WHEREAS, the Company also recognizes that the possibility of a Change in
Control (as defined herein), with the attendant uncertainties and risks, might
result in the departure or distraction of key employees of the Company to the
detriment of the Company;

      WHEREAS, the Board has determined that it is appropriate to take steps to
induce key employees to remain with the Company, and to reinforce and encourage
their continued attention and dedication, when faced with the possibility of a
Change in Control of the Company; and

      WHEREAS, the Board has determined that it is in the best interests of the
Company and the stockholders of the Company to modify the provisions relating to
a Change in Control contained in any written agreement with the Company and to
include those provisions in this Agreement, with certain modifications as set
forth herein.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1.    DEFINITIONS.

      (a)   "Base Salary" means the Executive's annual base compensation rate
for services paid by the Company to the Executive at the time immediately prior
to the Executive's termination of employment, as reflected in the Company's
payroll records or, if higher, the Executive's annual base compensation rate
immediately prior to a Change in Control. Base Salary shall not include
commissions, bonuses, overtime pay, incentive compensation, benefits paid under
any qualified plan, any group medical, dental or other welfare benefit plan,
noncash compensation or any other additional compensation but shall include
amounts reduced pursuant to the Executive's salary reduction agreement under
Sections 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified
elective deferred compensation arrangement, if any, to the extent that in each
such case the reduction is to base salary.

      (b)   "Board" means the board of directors of the Company.

<PAGE>

      (c)   "Bonus" means the Executive's target performance bonus for the
fiscal year in which the Executive's termination of employment occurs or, if
higher, the Executive's target performance bonus for the fiscal year in which a
Change in Control occurs.

      (d)   "Cause" means (i) the Executive's conviction of, or pleading guilty
or nolo contendere to, a crime by the Executive which constitutes (x) a felony
(other than a traffic related offense) or (y) a misdemeanor involving moral
turpitude and which, in the case of (y), may reasonably be expected to have a
material adverse effect on the Company, its business, reputation or interests;
(ii) Executive's material breach of any contract or agreement between the
Executive and the Company, which breach, if curable, is not cured within 20 days
of the giving of written notice thereof to the Executive; (iii) the Executive's
material violation of the Company's code of conduct, code of ethics or any other
written policy or a material breach by the Executive of a fiduciary duty or
responsibility to the Company, which may reasonably be expected to have a
material adverse effect on the Company, its business, reputation or interests;
(iv) the willful misconduct or gross negligence of the Executive with regard to
the Company or in the performance of the Executive's duties that is materially
injurious to the Company; or (v) the willful and continued failure of the
Executive to attempt to perform the Executive's duties with the Company (other
than for any such failure resulting from the Executive's incapacity due to
physical or mental illness) after written notice of such failure has been give
to the Executive. A termination for Cause after a Change in Control shall be
based only on events occurring after such Change in Control; provided, however,
the foregoing limitation shall not apply to an event constituting Cause which
was not discovered by the Company prior to a Change in Control.

      Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause without (i) advance written notice provided to the
Executive not less than 14 days prior to the Date of Termination (as defined
below) setting forth the Company's intention to consider terminating the
Executive including a statement of the Date of Termination and the specific
detailed basis for such consideration for Cause; (ii) an opportunity of the
Executive, together with the Executive's counsel, to be heard before the Board
during the 14 day period ending on the Date of Termination; (iii) a duly adopted
resolution of the Board stating that in accordance with the provisions of the
next to the last sentence of this Section 1(d), that the actions of the
Executive constituted Cause and the basis thereof; and (iv) a written
determination provided by the Board setting forth the acts and omissions that
form the basis of such termination of employment. Any determination by the Board
hereunder shall be made by the affirmative vote of at least a two-thirds
majority of the members of the Board (other than the Executive). Any purported
termination of employment of the Executive by the Company which does not meet
each and every substantive and procedural requirement of this Section 1(d) shall
be treated for all purposes under this Agreement as a termination of employment
without Cause.

      (e)   "Change in Control" means the occurrence of any of the following:

                  (i)   any "person" (as defined in Section 13(d) and 14(d) of
            the Exchange Act), excluding for this purpose, the Company or any
            subsidiary of the Company, or any employee benefit plan of the
            Company or any subsidiary of the Company, or any person or entity
            organized, appointed or established by the Company for or pursuant
            to the terms of any such plan which acquires beneficial

                                       2
<PAGE>

            ownership of voting securities of the Company, is or becomes the
            beneficial owner, directly or indirectly of securities of the
            Company representing more than 50% of the combined voting power of
            the Company's then outstanding securities; provided, however, that
            no Change in Control will be deemed to have occurred (x) as a result
            of a change in ownership percentage resulting solely from an
            acquisition of securities by the Company or (y) if a person
            inadvertently acquires an ownership interest in more than 50% but
            then promptly reduces that ownership interest to 50% or less;

                  (ii)  during any two consecutive years (not including any
            period beginning prior to the Effective Date), individuals who at
            the beginning of such two-year period constitute the Board and any
            new director (except for a director designated by a person who has
            entered into an agreement with the Company to effect a transaction
            described elsewhere in this definition of Change in Control) whose
            election by the Board or nomination for election by the Company's
            stockholders was approved by a vote of at least two-thirds of the
            directors then still in office who either were directors at the
            beginning of the period or whose election or nomination for election
            was previously so approved (such individuals and any such new
            director, an "Incumbent Director" and, collectively, the "Incumbent
            Board") cease for any reason to constitute at least a majority of
            the Board; provided, however, that any such person whose initial
            assumption of office is in connection with an actual or threatened
            election contest relating to the election of members of the Board or
            other actual or threatened solicitation of proxies or consents by or
            on behalf of a "person" (as defined in Section 13(d) and 14(d) of
            the Exchange Act) other than the Board, including by reason of
            agreement intended to avoid or settle any such actual or threatened
            contest or solicitation, shall not be considered an Incumbent
            Director;

                  (iii) consummation of a reorganization, merger or
            consolidation or sale or other disposition of all or substantially
            all of the assets of the Company (a "Business Combination"), in each
            case, unless, following such Business Combination, (x) all or
            substantially all of the individuals and entities who were the
            beneficial owners of outstanding voting securities of the Company
            immediately prior to such Business Combination beneficially own, by
            reason of such ownership of the Company's voting securities
            immediately before the Business Combination, directly or indirectly,
            more than 50% of the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors of the company resulting from such Business Combination
            (including, without limitation, a company which as a result of such
            transaction owns the Company or all or substantially all of the
            Company's assets either directly or through one or more
            subsidiaries) in substantially the same proportions as their
            ownership, immediately prior to such Business Combination of the
            outstanding voting securities of the Company; (y) no person
            (excluding any company resulting from such Business Combination or
            any employee benefit plan (or related trust) of the Company or such
            company resulting from such Business Combination) beneficially owns,
            directly or indirectly, 35% or more of, respectively, the then
            combined voting power of the then outstanding voting

                                       3
<PAGE>

            securities of such company except to the extent that such ownership
            existed prior to the Business Combination; and (z) at least a
            majority of the members of the board of directors of the company
            resulting from such Business Combination were members of the
            Incumbent Board at the time of the execution of the initial
            agreement, or of the action of the Board, providing for such
            Business Combination;

                  (iv)  the shareholders of the Company approve a complete
            liquidation or dissolution of the Company; or

                  (v)   any other event that the Board, in its sole discretion,
            shall determine constitutes a Change in Control.

            Only one Change in Control may occur under this Agreement.

      (f)   "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

      (g)   "Code" means the Internal Revenue Code of 1986, as amended.

      (h)   "Company" has the meaning ascribed to it in the preamble and in
paragraph 14 hereof.

      (i)   "Effective Date" means November 22, 2004.

      (j)   "Employer" means the Company and its affiliates.

      (k)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      (l)   "Good Reason" means the occurrence of any of the following events,
without the express written consent of the Executive, unless such events are
fully corrected in all material respects by the Company within 30 days following
written notification by the Executive to the Company that the Executive intends
to terminate the Executive's employment for one of the reasons set forth below:

            (i)   (x) any reduction or diminution (except temporarily during any
      period of physical or mental incapacity) in the Executive's titles, (y)
      any material reduction or diminution in the Executive's authorities,
      duties or responsibilities or reporting requirements with the Company from
      that which exists immediately prior to a Change in Control (except in each
      case in connection with the termination of the Executive's employment for
      Cause or as a result of the Executive's death, or temporarily as a result
      of the Executive's illness or other absence) or (z) the assignment to the
      Executive of duties and responsibilities materially inconsistent with the
      position held by the Executive immediately prior to a Change in Control,
      excluding in the case of (y) or (z) an isolated, insubstantial and
      inadvertent action not taken in bad faith and which is remedied promptly
      after receipt of notice thereof given by the Executive;

                                       4
<PAGE>

            (ii)  a material breach by the Company of any employment agreement
      with the Executive;

            (iii) any reduction in any part of the Executive's Base Salary;

            (iv)  the failure of the Company to obtain and deliver to the
      Executive a satisfactory written agreement from any successor to the
      Company to assume and agree to perform this Agreement;

            (v)   the Executive is required to relocate to a principal place of
      employment more than 60 miles from the Executive's principal place of
      employment with the Company;

            (vi)  a failure by the Company after a Change in Control to continue
      any annual bonus plan, program or arrangement in which the Executive is
      then entitled to participate (the "Bonus Plans"), provided that any such
      plan(s) may be modified at the Company's discretion from time to time but
      shall be deemed terminated if (A) any such plan does not remain
      substantially in the form in effect prior to such modification and (B)
      plans providing the Executive with substantially similar benefits are not
      substituted therefor ("Substitute Plans"), or a failure by the Company to
      continue the Executive as a participant in the Bonus Plans and Substitute
      Plans on at least the same basis as to the potential amount of the bonus
      and the achievability thereof as the Executive participated immediately
      prior to any change in such plans or awards, in accordance with the Bonus
      Plans and the Substitute Plans, provided that such action is not cured
      within 10 days after written notice thereof from the Executive to the
      Company;

            (vii) a failure to permit the Executive after the Change in Control
      to participate in cash or equity based incentive plans and programs (other
      than Bonus Plans) on a basis providing the Executive in the aggregate with
      an annualized award value in each fiscal year after the Change in Control
      at least equal to the aggregate annualized award value being provided by
      the Company to the Executive under such incentive plans and programs
      immediately prior to the Change in Control (with any awards intended not
      to be repeated on an annual basis allocated over the years the awards are
      intended to cover), provided that such action is not cured within 10 days
      after written notice thereof from the Executive to the Company; or

            (viii) the failure by the Company to continue to provide Executive
      with benefits substantially similar to those enjoyed by Executive under
      any of the Company's life insurance, medical, dental, accident, disability
      or pension plans or perquisites in which the Executive was participating
      at the time of the Change in Control, the taking of any action by the
      Company which would directly or indirectly materially reduce any of such
      benefits, or the failure by the Company to provide Executive with the
      number of paid vacation days to which the Executive is entitled on the
      basis of years of service with the Company in accordance with the
      Company's normal vacation policy in effect at the time of the Change in
      Control.

                                       5
<PAGE>

            Good Reason will cease to exist for an event on the 90th day
      following its occurrence, unless the Executive has given the Company
      written notice thereof prior to such date.

      (m)   "Term" has the meaning ascribed to it in Section 2 hereof.

      2.    TERM. The term of this Agreement shall commence on the Effective
Date and end on the earliest of (a) the termination of the Executive's
employment with the Company (or, if a Change in Control occurs within 180 days
after such termination, the date of the Change in Control) or (b) the third
anniversary of the Effective Date (the "Term," as it may be extended or
terminated); provided, however, that the Term shall be automatically extended
for successive additional one (1) year periods (the "Additional Terms"), unless,
at least 18 months prior to the end of the original Term or the then Additional
Term, the Company has notified the Executive in writing that the Term shall not
be extended and further provided, if a Change in Control occurs prior to the end
of the aforesaid period, the duration of this Agreement shall be extended, if it
would otherwise end prior thereto, until the second anniversary of the date of
such Change in Control, whether such two-year period ends before or after the
end of such aforesaid period; provided, however, that in no event, shall the
Term extend beyond the end of the month in which the Executive's sixty-fifth
(65th) birthday occurs. Notwithstanding anything in this Agreement to the
contrary, if the Company becomes obligated to make any payment to the Executive
pursuant to the terms hereof, then this Agreement shall remain in effect for
such purposes until all of the Company's obligations hereunder are fulfilled and
the provisions of Exhibit A shall remain in effect indefinitely.

      3.    TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control
occurs during the Term and the Executive's employment by the Company is
terminated (a) by the Company without Cause or by the Executive for Good Reason
at any time during the period commencing on the date of the Change in Control
and ending on the second anniversary of the Change in Control or (b) by the
Company without Cause or by the Executive for Good Reason (without reference to
the Change in Control measurement date) at any time during the period commencing
180 days prior to a Change in Control and ending immediately prior to the Change
in Control and the Executive demonstrates that such termination was requested by
the party taking control or was otherwise in anticipation of the Change in
Control, then the Company shall pay or provide the Executive with the payments
and benefits provided under Section 4 hereof.

      4.    COMPENSATION UPON TERMINATION. Subject to Section 11, in the event
that the Executive becomes entitled to payments or benefits pursuant to Section
3, then the Company shall pay or provide the Executive with the following
payments and benefits in lieu of any other termination, change in control,
separation, severance or similar benefits under any other compensation
arrangement with the Employer. The amounts hereunder shall reduce and be in full
satisfaction of any statutory entitlement (including notice of termination,
termination pay and/or severance pay) of the Executive upon a termination of
employment.

      (a)   Within 10 business days after the Date of Termination (or within 10
business days after the date of the Change in Control if the termination
occurred within 180 days prior to the

                                       6
<PAGE>

Change in Control to the extent such amount was not previously paid or
provided): (i) any unpaid Base Salary through the Date of Termination; (ii) any
Bonus earned but unpaid with respect to the fiscal year ending on or preceding
the Date of Termination; (iii) reimbursement for any unreimbursed expenses
incurred through the Date of Termination; (iv) a pro-rata portion of the
Executive's bonus for the fiscal year in which the Executive's termination
occurs based on the target performance bonus for the plan year (determined by
multiplying the amount of such target performance bonus which would be due for
the full fiscal year by a fraction, the numerator of which is the number of days
during the fiscal year of termination that the Executive is employed by the
Company and the denominator of which is 365); (v) any accrued but unused
vacation time in accordance with Company policy; and (vi) any benefits or rights
to equity interests in accordance with applicable plans and grants (other than
severance arrangements) (collectively items (i) through (vi) shall be hereafter
referred to as "Accrued Benefits").

      (b)   Within 10 business days after the Executive executes and does not
revoke the release required in Section 11, a lump sum cash payment equal to two
times the sum of the Executive's Base Salary and Bonus.

      (c)   Subject to the Executive's continued co-payment of premiums which
shall not exceed the level of copayment made by the Executive immediately prior
to the date of the Change in Control, continued participation for the Executive
and the Executive's eligible dependents in all health plans which cover the
Executive (and eligible dependents), including, without limitation, medical,
dental and prescription drug coverage upon the same terms and conditions (except
for the requirements of the Executive's continued employment) in effect on the
date of termination until two years after the Date of Termination; provided,
however, that in the event that the Executive obtains other employment that
offers substantially similar or improved benefits, as to any particular health
plan, the continuation of coverage by the Company for such similar or improved
benefit under such plan shall immediately cease. To the extent, in the good
faith judgment of the Company, such coverage cannot be provided under the
Company's health plans without jeopardizing the tax status of such plans, for
underwriting reasons or because of the tax impact on the Executive, the Company
shall pay the Executive an amount equal to the cost to the Company for a
similarly situated active employee fully grossed-up to cover taxes on such
amount and the gross-up payment. Such period of medical coverage shall reduce
and count against the Executive's rights to COBRA continuation coverage.

      (d)   The above time periods shall be automatically adjusted to the
extent, if any, necessary to comply with the requirements of Section 409A of the
Code.

      5.    NOTICE OF TERMINATION. After a Change in Control, any purported
termination of the Executive's employment pursuant to Section 3 shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 13. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment.

      6.    DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control,
shall mean the date specified in the Notice of Termination (which, in the case
of a termination by the Executive

                                       7
<PAGE>

for Good Reason, shall not be less than five days nor more than 60 days, from
the date such Notice of Termination is given). In the event of Notice of
Termination by the Company, the Executive may treat such notice as having a Date
of Termination at any date between the date of the receipt of such notice and
the Date of Termination indicated in the Notice of Termination by the Company;
provided, that the Executive must give the Company written notice of the Date of
Termination if the Executive deems it to have occurred prior to the Date of
Termination indicated in the notice.

      7.    EXCISE TAX. In the event that the Executive becomes entitled to
payments and/or benefits which would constitute "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, the provisions of Exhibit A shall
apply.

      8.    RESTRICTIVE COVENANTS. In consideration of this Agreement and any
amounts payable and benefits or additional rights provided pursuant to this
Agreement by the Executive, the Executive agrees to the following provisions
(whether or not a Change in Control occurs):

      (a)   CONFIDENTIALITY. The Executive agrees that the Executive shall not
at any time, directly or indirectly, use, make available, sell, disclose or
otherwise communicate to any person, other than in the course of the Executive's
assigned duties and for the benefit of the Company, any nonpublic, proprietary
or confidential information, knowledge or data relating to the Company, any of
its subsidiaries, affiliated companies or businesses, which shall have been
obtained by the Executive during the Executive's employment by the Company. The
foregoing shall not apply to information that (i) was known to the public prior
to its disclosure to the Executive; (ii) becomes generally known to the public
subsequent to disclosure to the Executive through no wrongful act of the
Executive or any representative of the Executive; or (iii) the Executive is
required to disclose by applicable law, regulation or legal process (provided
that the Executive provides the Company with prior notice of the contemplated
disclosure and reasonably cooperates with the Company at its expense in seeking
a protective order or other appropriate protection of such information).

      (b)   NONSOLICITATION. During the Executive's employment with the Company
and for the two year period thereafter, the Executive agrees that the Executive
will not, except in the furtherance of the Executive's duties for the Company,
directly or indirectly, individually or on behalf of any other person, firm,
corporation or other entity, (i) solicit, aid or induce any employee,
representative or agent of the Company or any of its subsidiaries or affiliates
to leave such employment or retention or to accept employment with or render
services to or with any other person, firm, corporation or other entity
unaffiliated with the Company or hire or retain any such employee,
representative or agent, or take any action to materially assist or aid any
other person, firm, corporation or other entity in identifying, hiring or
soliciting any such employee, representative or agent, (ii) solicit, aid or
induce any customer of the Company or any of its subsidiaries or affiliates to
purchase goods or services then sold by the Company or any of its subsidiaries
or affiliates from another person, firm, corporation or other entity or assist
or aid any other persons or entity in identifying or soliciting any such
customer or (iii) solicit, aid or induce any vendor of the Company or any of its
subsidiaries or affiliates to provide goods or services then provided to the
Company or any of its subsidiaries or affiliates to another person, firm,
corporation or other entity or assist or aid any other persons or entity in
identifying or purchasing

                                       8
<PAGE>

goods or services from such vendor. An employee, representative or agent shall
be deemed covered by this paragraph while so employed or retained and for six
months thereafter. Subpart (ii) shall not be violated by general advertising or
solicitation not specifically targeted at activities of the Company.

      (c)   NONCOMPETITION. The Executive acknowledges that the Executive
performs services of a unique nature for the Company that are irreplaceable, and
that the Executive's performance of such services to a competing business will
result in irreparable harm to the Company. Accordingly, during the Executive's
employment and for the two year period thereafter, the Executive agrees that the
Executive will not, directly or indirectly, own, manage, operate, control, be
employed by (whether as an employee, consultant, independent contractor or
otherwise, and whether or not for compensation) or render services to any
person, firm, corporation or other entity, in whatever form, engaged in the
production, sales or marketing of manufactured housing or any other material
business in which the Company or any of its subsidiaries or affiliates is
engaged on the Date of Termination (or, if earlier, the date of determination)
or in which they have planned, on or prior to such date, to be engaged in on or
after such date, in any locale of any country in which the Company conducts
business. This Section 8(c) shall not prevent the Executive from owning not more
than two percent of the total shares of all classes of stock outstanding of any
publicly held entity engaged in such business.

      (d)   NONDISPARAGEMENT. The Executive shall not make or induce other
persons or entities to make any negative statements as to the Company, its
affiliates, employees, past or present officers, directors, products, services,
businesses or reputation. Notwithstanding the foregoing, truthful statements
made in the course of sworn testimony in administrative, judicial or arbitral
proceedings (including, without limitation, depositions in connection with such
proceedings) shall not be subject to this Section 8(d).

      (e)   REFORMATION. If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 8 is excessive in
duration or scope or is unreasonable or unenforceable under the laws of that
state, it is the intention of the parties that such restriction may be modified
or amended by the court to render it enforceable to the maximum extent permitted
by the law of that state.

      (f)   FURTHER ACKNOWLEDGMENT. The Executive acknowledges that the
restrictive covenants (including, without limitation, confidentiality and
non-competition) in any other agreement with the Company previously signed by
the Executive shall not be affected by this Agreement and that the restrictive
covenants therein shall continue to apply after a Change in Control or a
termination of employment after a Change in Control in accordance with the terms
of such restrictive covenants.

      (g)   SURVIVAL OF PROVISIONS. The obligations contained in this Section 8
shall survive any termination of the Term and shall be fully enforceable
thereafter.

      9.    COOPERATION. Upon the receipt of reasonable notice from the Company
(including outside counsel), the Executive agrees that while employed by the
Company and thereafter, the Executive will respond and provide information with
regard to matters in which the Executive has knowledge as a result of the
Executive's employment with the Company, and

                                       9
<PAGE>

will provide reasonable assistance to the Company, its affiliates and their
respective representatives in defense of any claims that may be made against the
Company or its affiliates, and will assist the Company and its affiliates in the
prosecution of any claims that may be made by the Company or its affiliates, to
the extent that such claims may relate to the period of the Executive's
employment with the Company. The Executive agrees to promptly inform the Company
if the Executive becomes aware of any lawsuits involving such claims that may be
filed or threatened against the Company or its affiliates. The Executive also
agrees to promptly inform the Company (to the extent the Executive is legally
permitted to do so) if the Executive is asked to assist in any investigation of
the Company or its affiliates (or their actions), regardless of whether a
lawsuit or other proceeding has then been filed against the Company or its
affiliates with respect to such investigation, and shall not do so unless
legally required. Upon presentation of appropriate documentation, the Company
shall pay or reimburse the Executive for all reasonable out-of-pocket travel,
duplicating or telephonic expenses incurred by the Executive in complying with
this Section 9.

      10.   EQUITABLE RELIEF AND OTHER REMEDIES.

      (a)   The Executive acknowledges and agrees that the Company's remedies at
law for a breach or threatened breach of any of the provisions of Section 8 or
Section 9 would be inadequate and, in recognition of this fact, the Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy which may then be available.

      (b)   In the event of a material violation of Section 8 of this Agreement,
any severance being paid to the Executive pursuant to this Agreement or
otherwise shall immediately cease.

      11.   RELEASE REQUIRED. Any and all amounts payable and benefits or
additional rights provided pursuant to this Agreement beyond Accrued Benefits
shall only be payable if the Executive delivers to the Company and does not
revoke a general release of all claims of the Executive occurring up to the
release date in the form of Exhibit B hereto (with such changes therein as may
be necessary to make it valid and encompassing under applicable law or
regulation) within 21 days of presentation thereof by the Company to the
Executive.

      12.   NO ASSIGNMENTS.

      (a)   This Agreement is personal to each of the parties hereto. Except as
provided in Section 12(b) below, no party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other
party hereto.

      (b)   The Company may assign this Agreement to any successor to all or
substantially all of the business and/or assets of the Company provided the
Company shall require such successor to expressly assume in writing and agree to
perform this Agreement (but without creating any rights on a second change in
control), in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place.

                                       10
<PAGE>

      13.   NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given (i) on the date of delivery if delivered by hand,
(ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on
the first business day following the date of deposit if delivered by guaranteed
overnight delivery service, or (iv) on the fourth business day following the
date delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

                  If to the Executive:

                  At the address (or to the facsimile number) then shown
                  on the records of the Company

                  If to the Company:

                  Champion Enterprises, Inc.
                  2701 Cambridge Court
                  Suite 300
                  Auburn Hills, MI  48326
                  Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

      14.   SECTION HEADINGS; INCONSISTENCY. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement. In the event of any
inconsistency between the terms of this Agreement and any form, award, plan or
policy of the Company, the terms of this Agreement shall control.

      15.   SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity of unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

      16.   COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instruments.

      17.   ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement or the Executive's employment with the Company,
other than injunctive relief under any restrictive covenant agreement or
provision, shall be settled exclusively by arbitration, conducted before a
single arbitrator in Detroit, Michigan (applying Michigan law) in accordance
with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect. The decision of the arbitrator
will be final and binding upon the parties hereto. Judgment may be entered on
the arbitrator's award in any court having jurisdiction. The parties acknowledge
and agree that in connection with any such arbitration and regardless of outcome
(a) each party shall pay all its own costs and expenses, including without

                                       11
<PAGE>

limitation its own legal fees and expenses, and (b) joint expenses shall be
borne equally among the parties.

      18.   INDEMNIFICATION. The Company hereby agrees to indemnify the
Executive and hold the Executive harmless to the extent provided under the
by-laws of the Company against and in respect to any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including reasonable
attorney's fees), losses, and damages resulting from the Executive's good faith
performance of the Executive's duties and obligations with the Company. This
obligation shall survive the termination of the Executive's employment with the
Company.

      19.   LIABILITY INSURANCE. The Company shall cover the Executive under
directors and officers liability insurance both during and, while potential
liability exists, after the term of this Agreement in the same amount and to the
same extent as the Company covers its other officers and directors. This
obligation shall survive the termination of the Executive's employment with the
Company.

      20.   LEGAL FEES. In the event that a claim for payment or benefits under
this Agreement is disputed or the Executive is otherwise enforcing rights under
this Agreement and the arbitrator determines that the Executive has prevailed on
the material issues in the arbitration, the Company shall, upon presentment of
appropriate documentation, promptly pay, or reimburse the Executive, for all
reasonable legal and other professional fees, costs of arbitration and other
expenses incurred in connection therewith by the Executive.

      21.   MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer or director as may be
designated by the Board; provided, however, that the Company may amend this
Agreement at any time, retroactively or otherwise, without the consent of the
Executive, as may be necessary to preserve the intended tax characteristics of
this Agreement, including, without limitation, such amendments necessary to
address the requirements of Section 409A of the Code. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. This Agreement together with all
exhibits hereto sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all existing agreements
between them concerning such subject matter (but not any stock option or other
equity agreement nor any plan or programs). No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Michigan without regard
to its conflicts of law principles.

      22.   NO MITIGATION; NO OFFSET. In no event shall the Executive be obliged
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
nor shall the amount of any payment hereunder be reduced by any compensation
earned by the Executive as a result of employment by another employer, except as
provided in Section 4(c) hereof. The amounts

                                       12
<PAGE>

payable to the Executive hereunder shall not be subject to set-off,
counterclaim, recoupment, defense or other right which the Company may have
against the Executive.

      23.   WITHHOLDING. The Company may withhold from any and all amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.

      24.   NOT AN AGREEMENT OF EMPLOYMENT. This is not an agreement assuring
employment and the Company reserves the right to terminate the Executive's
employment at any time with or without Cause, subject to the payment provisions
hereof if such termination is after, or within 180 days prior to, a Change in
Control. The Executive acknowledges that the Executive is aware that the
Executive shall have no claim against the Company hereunder or for deprivation
of the right to receive the amounts hereunder as a result of any termination
that does not specifically satisfy the requirements hereof or as a result of any
other action taken by the Company. Except as expressly provided herein, the
foregoing shall not affect the Executive's rights under any other agreement with
the Company.

                                       13
<PAGE>

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

                                        CHAMPION ENTERPRISES, INC.

                                        By:_________________________________
                                        Name:
                                        Its:

                                        ___________________________

                                        ____________________________________

                                       14
<PAGE>

                                    EXHIBIT A

                           GOLDEN PARACHUTE PROVISION

      (a)   In the event that the Executive shall become entitled to payments
and/or benefits provided by this Agreement or any other amounts in the "nature
of compensation" (whether pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company, any person whose actions result
in a change of ownership or effective control covered by Section 280G(b)(2) of
the Code or any person affiliated with the Company or such person) as a result
of such change in ownership or effective control (collectively the "Company
Payments"), and such Company Payments will be subject to the tax (the "Excise
Tax") imposed by Section 4999 of the Code (and any similar tax that may
hereafter be imposed by any taxing authority) the Company shall pay to the
Executive the greatest of the following, whichever gives the Executive the
highest net after-tax amount (after taking into account federal, state, local
and social security taxes at the maximum marginal rates): (1) the Company
Payments or (2) one dollar less than the amount of the Company Payments that
would subject the Executive to the Excise Tax. Company Payments shall be reduced
as elected by the Executive or, if no election is made, in the following order
(1) acceleration of vesting of any stock options for which the exercise price
exceeds the then fair market value, (2) any cash severance based on a multiple
of Base Salary or Bonus, (3) any other cash amounts payable to the Executive,
(4) any benefits valued as parachute payments; and (5) acceleration of vesting
of any equity not covered by (1) above, unless the Executive elects another
method of reduction by written notice to the Company prior to the change of
ownership or effective control.

      (b)   The Company's independent certified public accountants or tax
counsel selected by such accountants or the Company (the "Accountants") shall
determine whether any of the Company Payments are "parachute payments" within
the meaning of Section 280G(b)(2) of the Code that will be subject to the Excise
Tax, the amount of such Excise Tax and any other determinations required in (a)
above. To the extent permitted under Revenue Procedure 2003-68 or other
applicable rules, the value determination shall be recalculated to the extent it
would be beneficial to the Executive. The determination of the Accountants shall
be final and binding upon the Company and the Executive, except to the extent
affected by Internal Revenue Service determinations. The Company shall be
responsible for all charges of the Accountants.

      (c)   The Executive shall promptly deliver to the Company copies of any
written communications, and summaries of any verbal communications, with any
taxing authority regarding the Excise Tax covered by this provision.

                                       15
<PAGE>

                                    EXHIBIT B

                                 FORM OF RELEASE

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>k90032exv10w2.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT, DATED AS OF NOVEMBER 22, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                           CHANGE IN CONTROL AGREEMENT

      This Agreement (the "Agreement") made as of the 22nd day of November 2004,
by and between, Champion Enterprises, Inc., a Michigan corporation, with its
principal office at 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan
48326 (the "Company") and William C. Griffiths (the "Executive").

                               W I T N E S S E T H

      WHEREAS, the Company believes that the establishment and maintenance of
sound and vital management of the Company is essential to the protection and
enhancement of the interests of the Company and the stockholders of the Company;

      WHEREAS, the Company also recognizes that the possibility of a Change in
Control (as defined herein), with the attendant uncertainties and risks, might
result in the departure or distraction of key employees of the Company to the
detriment of the Company;

      WHEREAS, the Board has determined that it is appropriate to take steps to
induce key employees to remain with the Company, and to reinforce and encourage
their continued attention and dedication, when faced with the possibility of a
Change in Control of the Company; and

      WHEREAS, the Board has determined that it is in the best interests of the
Company and the stockholders of the Company to modify the provisions relating to
a Change in Control contained in any written agreement with the Company,
including the Executive's Employment Agreement, and to include those provisions
in this Agreement, with certain modifications as set forth herein.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1.    DEFINITIONS.

      (a)   "Base Salary" means the Executive's annual base compensation rate
for services paid by the Company to the Executive at the time immediately prior
to the Executive's termination of employment, as reflected in the Company's
payroll records or, if higher, the Executive's annual base compensation rate
immediately prior to a Change in Control. Base Salary shall not include
commissions, bonuses, overtime pay, incentive compensation, benefits paid under
any qualified plan, any group medical, dental or other welfare benefit plan,
noncash compensation or any other additional compensation but shall include
amounts reduced pursuant to the Executive's salary reduction agreement under
Sections 125, 132(f)(4) or 401(k) of the Code, if any, or a nonqualified
elective deferred compensation arrangement, if any, to the extent that in each
such case the reduction is to base salary.

      (b)   "Board" means the board of directors of the Company.

<PAGE>

      (c)   "Bonus" means the Executive's Target Bonus (as defined in the
Employment Agreement) for the fiscal year in which the Executive's termination
of employment occurs or, if higher, the Executive's Target Bonus for the fiscal
year in which a Change in Control occurs.

      (d)   "Cause" means (i) the Executive's conviction of, or pleading guilty
or nolo contendere to, a crime by the Executive which constitutes (x) a felony
(other than a traffic related offense) or (y) a misdemeanor involving moral
turpitude and which, in the case of (y), may reasonably be expected to have a
material adverse effect on the Company, its business, reputation or interests;
(ii) Executive's material breach of his Employment Agreement or any other
contract or agreement between the Executive and the Company, which breach, if
curable, is not cured within 20 days of the giving of written notice thereof to
the Executive; (iii) the Executive's material violation of the Company's code of
conduct, code of ethics or any other written policy or a material breach by the
Executive of a fiduciary duty or responsibility to the Company, which may
reasonably be expected to have a material adverse effect on the Company, its
business, reputation or interests; (iv) the willful misconduct or gross
negligence of the Executive with regard to the Company or in the performance of
his duties that is materially injurious to the Company; or (v) the willful and
continued failure of the Executive to attempt to perform the Executive's duties
with the Company (other than for any such failure resulting from the Executive's
incapacity due to physical or mental illness) after written notice of such
failure has been give to the Executive. A termination for Cause after a Change
in Control shall be based only on events occurring after such Change in Control;
provided, however, the foregoing limitation shall not apply to an event
constituting Cause which was not discovered by the Company prior to a Change in
Control.

      Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause without (i) advance written notice provided to the
Executive not less than 14 days prior to the Date of Termination (as defined
below) setting forth the Company's intention to consider terminating the
Executive including a statement of the Date of Termination and the specific
detailed basis for such consideration for Cause; (ii) an opportunity of the
Executive, together with his counsel, to be heard before the Board during the 14
day period ending on the Date of Termination; (iii) a duly adopted resolution of
the Board stating that in accordance with the provisions of the next to the last
sentence of this Section 1(d), that the actions of the Executive constituted
Cause and the basis thereof; and (iv) a written determination provided by the
Board setting forth the acts and omissions that form the basis of such
termination of employment. Any determination by the Board hereunder shall be
made by the affirmative vote of at least a two-thirds majority of the members of
the Board (other than the Executive). Any purported termination of employment of
the Executive by the Company which does not meet each and every substantive and
procedural requirement of this Section 1(d) shall be treated for all purposes
under this Agreement as a termination of employment without Cause.

      (e)   "Change in Control" means the occurrence of any of the following:

                  (i)   any "person" (as defined in Section 13(d) and 14(d) of
            the Exchange Act), excluding for this purpose, the Company or any
            subsidiary of the Company, or any employee benefit plan of the
            Company or any subsidiary of the Company, or any person or entity
            organized, appointed or established by the

                                       2
<PAGE>

            Company for or pursuant to the terms of any such plan which acquires
            beneficial ownership of voting securities of the Company, is or
            becomes the beneficial owner, directly or indirectly of securities
            of the Company representing 35% or more of the combined voting power
            of the Company's then outstanding securities; provided, however,
            that no Change in Control will be deemed to have occurred (x) as a
            result of a change in ownership percentage resulting solely from an
            acquisition of securities by the Company or (y) if a person
            inadvertently acquires an ownership interest in 35% or more but then
            promptly reduces that ownership interest below 35%; and provided,
            further, that in determining any person's percentage of ownership,
            any securities acquired directly from the Company (other than
            through splits or dividends) shall not be taken into account unless
            such acquisition will result in a person becoming the beneficial
            owner, directly or indirectly of securities of the Company
            representing 50% or more of the combined voting power of the
            Company's then outstanding securities or the Board determines to
            take such securities into account;

                  (ii)  during any two consecutive years (not including any
            period beginning prior to the Effective Date), individuals who at
            the beginning of such two-year period constitute the Board and any
            new director (except for a director designated by a person who has
            entered into an agreement with the Company to effect a transaction
            described elsewhere in this definition of Change in Control) whose
            election by the Board or nomination for election by the Company's
            stockholders was approved by a vote of at least two-thirds of the
            directors then still in office who either were directors at the
            beginning of the period or whose election or nomination for election
            was previously so approved (such individuals and any such new
            director, an "Incumbent Director" and, collectively, the "Incumbent
            Board") cease for any reason to constitute at least a majority of
            the Board; provided, however, that any such person whose initial
            assumption of office is in connection with an actual or threatened
            election contest relating to the election of members of the Board or
            other actual or threatened solicitation of proxies or consents by or
            on behalf of a "person" (as defined in Section 13(d) and 14(d) of
            the Exchange Act) other than the Board, including by reason of
            agreement intended to avoid or settle any such actual or threatened
            contest or solicitation, shall not be considered an Incumbent
            Director;

                  (iii) consummation of a reorganization, merger or
            consolidation or sale or other disposition of all or substantially
            all of the assets of the Company (a "Business Combination"), in each
            case, unless, following such Business Combination, (x) all or
            substantially all of the individuals and entities who were the
            beneficial owners of outstanding voting securities of the Company
            immediately prior to such Business Combination beneficially own, by
            reason of such ownership of the Company's voting securities
            immediately before the Business Combination, directly or indirectly,
            more than 50% of the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors of the company resulting from such Business Combination
            (including, without limitation, a company which as a result of such
            transaction owns the Company or all or substantially all of the
            Company's assets

                                       3
<PAGE>

            either directly or through one or more subsidiaries) in
            substantially the same proportions as their ownership, immediately
            prior to such Business Combination of the outstanding voting
            securities of the Company; (y) no person (excluding any company
            resulting from such Business Combination or any employee benefit
            plan (or related trust) of the Company or such company resulting
            from such Business Combination) beneficially owns, directly or
            indirectly, 35% or more of, respectively, the then combined voting
            power of the then outstanding voting securities of such company
            except to the extent that such ownership existed prior to the
            Business Combination; and (z) at least a majority of the members of
            the board of directors of the company resulting from such Business
            Combination were members of the Incumbent Board at the time of the
            execution of the initial agreement, or of the action of the Board,
            providing for such Business Combination;

                  (iv)  the shareholders of the Company approve a complete
            liquidation or dissolution of the Company; or

                  (v)   any other event that the Board, in its sole discretion,
            shall determine constitutes a Change in Control.

            Only one Change in Control may occur under this Agreement.

      (f)   "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended.

      (g)   "Code" means the Internal Revenue Code of 1986, as amended.

      (h)   "Company" has the meaning ascribed to it in the preamble and in
paragraph 14 hereof.

      (i)   "Effective Date" means November 22, 2004.

      (j)   "Employer" means the Company and its affiliates.

      (k)   "Employment Agreement" means the employment agreement between the
Executive and the Company in effect on the Effective Date.

      (l)   "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

      (m)   "Good Reason" means the occurrence of any of the following events,
without the express written consent of the Executive, unless such events are
fully corrected in all material respects by the Company within 30 days following
written notification by the Executive to the Company that he intends to
terminate his employment under the Employment Agreement for one of the reasons
set forth below:

            (i)   (x) any reduction or diminution (except temporarily during any
      period of physical or mental incapacity) in the Executive's titles, (y)
      any material reduction or

                                       4
<PAGE>

      diminution in the Executive's authorities, duties or responsibilities or
      reporting requirements with the Company from that which exists immediately
      prior to a Change in Control (except in each case in connection with the
      termination of the Executive's employment for Cause or as a result of the
      Executive's death, or temporarily as a result of the Executive's illness
      or other absence), including but not limited to, if the Executive is on
      the Board at the time of a Change in Control, a failure to elect the
      Executive to the Board or removal of the Executive from the Board, except
      if such removal is necessary as a result of legal or regulatory
      requirements, or (z) the assignment to the Executive of duties and
      responsibilities materially inconsistent with the position held by the
      Executive immediately prior to a Change in Control, excluding in the case
      of (y) or (z) an isolated, insubstantial and inadvertent action not taken
      in bad faith and which is remedied promptly after receipt of notice
      thereof given by the Executive;

            (ii)  a material breach by the Company of any provisions of the
      Employment Agreement, including, but not limited to, any reduction in any
      part of the Executive's Base Salary;

            (iii) the failure of the Company to obtain and deliver to the
      Executive a satisfactory written agreement from any successor to the
      Company to assume and agree to perform this Agreement;

            (iv)  the Executive is required to relocate to a principal place of
      employment more than 60 miles from his principal place of employment with
      the Company;

            (v)   a failure by the Company after a Change in Control to continue
      any annual bonus plan, program or arrangement in which the Executive is
      then entitled to participate (the "Bonus Plans"), provided that any such
      plan(s) may be modified at the Company's discretion from time to time but
      shall be deemed terminated if (A) any such plan does not remain
      substantially in the form in effect prior to such modification and (B)
      plans providing the Executive with substantially similar benefits are not
      substituted therefor ("Substitute Plans"), or a failure by the Company to
      continue the Executive as a participant in the Bonus Plans and Substitute
      Plans on at least the same basis as to the potential amount of the bonus
      and the achievability thereof as the Executive participated immediately
      prior to any change in such plans or awards, in accordance with the Bonus
      Plans and the Substitute Plans, provided that such action is not cured
      within 10 days after written notice thereof from the Executive to the
      Company;

            (vi)  a failure to permit the Executive after the Change in Control
      to participate in cash or equity based incentive plans and programs (other
      than Bonus Plans) on a basis providing the Executive in the aggregate with
      an annualized award value in each fiscal year after the Change in Control
      at least equal to the aggregate annualized award value being provided by
      the Company to the Executive under such incentive plans and programs
      immediately prior to the Change in Control (with any awards intended not
      to be repeated on an annual basis allocated over the years the awards are
      intended to cover), provided that such action is not cured within 10 days
      after written notice thereof from the Executive to the Company; or

                                       5
<PAGE>

            (vii) the failure by the Company to continue to provide Executive
      with benefits substantially similar to those enjoyed by Executive under
      any of the Company's life insurance, medical, dental, accident, disability
      or pension plans or perquisites in which the Executive was participating
      at the time of the Change in Control, the taking of any action by the
      Company which would directly or indirectly materially reduce any of such
      benefits, or the failure by the Company to provide Executive with the
      number of paid vacation days to which he is entitled on the basis of years
      of service with the Company in accordance with the Company's normal
      vacation policy in effect at the time of the Change in Control.

            Good Reason will cease to exist for an event on the 90th day
      following its occurrence, unless the Executive has given the Company
      written notice thereof prior to such date.

      (n)   "Term" has the meaning ascribed to it in Section 2 hereof.

      2.    TERM. The term of this Agreement shall commence on the Effective
Date and end on the earliest of (a) the termination of the Executive's
employment with the Company (or, if a Change in Control occurs within 180 days
after such termination, the date of the Change in Control) or (b) the fourth
anniversary of the Effective Date (the "Term," as it may be extended or
terminated); provided, however, that the Term shall be automatically extended
for successive additional one (1) year periods (the "Additional Terms"), unless,
at least 18 months prior to the end of the original Term or the then Additional
Term, the Company has notified the Executive in writing that the Term shall not
be extended and further provided, if a Change in Control occurs prior to the end
of the aforesaid period, the duration of this Agreement shall be extended, if it
would otherwise end prior thereto, until the second anniversary of the date of
such Change in Control, whether such two-year period ends before or after the
end of such aforesaid period; provided, however, that in no event, shall the
Term extend beyond the end of the month in which the Executive's sixty-fifth
(65th) birthday occurs. Notwithstanding anything in this Agreement to the
contrary, if the Company becomes obligated to make any payment to the Executive
pursuant to the terms hereof, then this Agreement shall remain in effect for
such purposes until all of the Company's obligations hereunder are fulfilled and
the provisions of Exhibit A shall remain in effect indefinitely.

      3.    TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control
occurs during the Term and the Executive's employment by the Company is
terminated (a) by the Company without Cause or by the Executive for Good Reason
at any time during the period commencing on the date of the Change in Control
and ending on the second anniversary of the Change in Control or (b) by the
Company without Cause or by the Executive for Good Reason (without reference to
the Change in Control measurement date) at any time during the period commencing
180 days prior to a Change in Control and ending immediately prior to the Change
in Control and the Executive demonstrates that such termination was requested by
the party taking control or was otherwise in anticipation of the Change in
Control, then the Company shall pay or provide the Executive with the payments
and benefits provided under Section 4 hereof.

                                       6
<PAGE>

      4.    COMPENSATION UPON TERMINATION. Subject to Section 8, in the event
that the Executive becomes entitled to payments or benefits pursuant to Section
3, then the Company shall pay or provide the Executive with the following
payments and benefits in lieu of any other termination, change in control,
separation, severance or similar benefits under the Employment Agreement or
under any other compensation arrangement with the Employer. The amounts
hereunder shall reduce and be in full satisfaction of any statutory entitlement
(including notice of termination, termination pay and/or severance pay) of the
Executive upon a termination of employment.

      (a)   Within 10 business days after the Date of Termination (or within 10
business days after the date of the Change in Control if the termination
occurred within 180 days prior to the Change in Control to the extent such
amount was not previously paid or provided): (i) any unpaid Base Salary through
the Date of Termination; (ii) any Bonus earned but unpaid with respect to the
fiscal year ending on or preceding the Date of Termination; (iii) reimbursement
for any unreimbursed expenses incurred through the Date of Termination; (iv) a
pro-rata portion of the Executive's bonus for the fiscal year in which the
Executive's termination occurs based on the Target Bonus for the plan year
(determined by multiplying the amount of such Target Bonus which would be due
for the full fiscal year by a fraction, the numerator of which is the number of
days during the fiscal year of termination that the Executive is employed by the
Company and the denominator of which is 365); (v) any accrued but unused
vacation time in accordance with Company policy; and (vi) any benefits or rights
to equity interests in accordance with applicable plans and grants (other than
severance arrangements) (collectively items (i) through (vi) shall be hereafter
referred to as "Accrued Benefits").

      (b)   Within 10 business days after the Executive executes and does not
revoke the release required in Section 9, a lump sum cash payment equal to two
times the sum of the Executive's Base Salary and Bonus.

      (c)   Subject to the Executive's continued co-payment of premiums which
shall not exceed the level of copayment made by the Executive immediately prior
to the date of the Change in Control, continued participation for the Executive
and the Executive's eligible dependents in all health plans which cover the
Executive (and eligible dependents), including, without limitation, medical,
dental and prescription drug coverage upon the same terms and conditions (except
for the requirements of the Executive's continued employment) in effect on the
date of termination until two years after the Date of Termination; provided,
however, that in the event that the Executive obtains other employment that
offers substantially similar or improved benefits, as to any particular health
plan, the continuation of coverage by the Company for such similar or improved
benefit under such plan shall immediately cease. To the extent, in the good
faith judgment of the Company, such coverage cannot be provided under the
Company's health plans without jeopardizing the tax status of such plans, for
underwriting reasons or because of the tax impact on the Executive, the Company
shall pay the Executive an amount equal to the cost to the Company for a
similarly situated active employee fully grossed-up to cover taxes on such
amount and the gross-up payment. Such period of medical coverage shall reduce
and count against the Executive's rights to COBRA continuation coverage.

      (d)   The above time periods shall be automatically adjusted to the
extent, if any, necessary to comply with the requirements of Section 409A of the
Code.

                                       7
<PAGE>

      5.    NOTICE OF TERMINATION. After a Change in Control, any purported
termination of the Executive's employment pursuant to Section 3 shall be
communicated by written Notice of Termination from one party hereto to the other
party hereto in accordance with Section 11. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment.

      6.    DATE OF TERMINATION. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control,
shall mean the date specified in the Notice of Termination (which, in the case
of a termination by the Executive for Good Reason, shall not be less than five
days nor more than 60 days, from the date such Notice of Termination is given).
In the event of Notice of Termination by the Company, the Executive may treat
such notice as having a Date of Termination at any date between the date of the
receipt of such notice and the Date of Termination indicated in the Notice of
Termination by the Company; provided, that the Executive must give the Company
written notice of the Date of Termination if the Executive deems it to have
occurred prior to the Date of Termination indicated in the notice.

      7.    EXCISE TAX. In the event that the Executive becomes entitled to
payments and/or benefits which would constitute "parachute payments" within the
meaning of Section 280G(b)(2) of the Code, the provisions of Exhibit A shall
apply.

      8.    RESTRICTIVE COVENANTS. The Executive acknowledges that the
restrictive covenants contained in Sections 12, 13 and 14 of the Employment
Agreement or in any other agreement with the Company previously signed by the
Executive shall not be affected by this Agreement and such Sections or
restrictive covenants in any such agreement shall continue to apply after a
Change in Control or a termination of employment after a Change in Control (even
if the employment term under the Employment Agreement ended prior thereto).

      9.    RELEASE REQUIRED. Any and all amounts payable and benefits or
additional rights provided pursuant to this Agreement beyond Accrued Benefits
shall only be payable if the Executive delivers to the Company and does not
revoke a general release of all claims of the Executive occurring up to the
release date in the form of Exhibit B hereto (with such changes therein as may
be necessary to make it valid and encompassing under applicable law or
regulation) within 21 days of presentation thereof by the Company to the
Executive.

      10.   NO ASSIGNMENTS.

      (a)   This Agreement is personal to each of the parties hereto. Except as
provided in Section 10(b) below, no party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other
party hereto.

      (b)   The Company may assign this Agreement to any successor to all or
substantially all of the business and/or assets of the Company provided the
Company shall require such successor to expressly assume in writing and agree to
perform this Agreement (but without

                                       8
<PAGE>

creating any rights on a second change in control), in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.

      11.   NOTICE. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given (i) on the date of delivery if delivered by hand,
(ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on
the first business day following the date of deposit if delivered by guaranteed
overnight delivery service, or (iv) on the fourth business day following the
date delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

                  If to the Executive:

                  At the address (or to the facsimile number) then shown
                  on the records of the Company

                  If to the Company:

                  Champion Enterprises, Inc.
                  2701 Cambridge Court
                  Suite 300
                  Auburn Hills, MI  48326
                  Attention: General Counsel

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

      12.   SECTION HEADINGS; INCONSISTENCY. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement. In the event of any
inconsistency between the terms of this Agreement and any form, award, plan or
policy of the Company, the terms of this Agreement shall control.

      13.   SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity of unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

      14.   COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instruments.

      15.   ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement or the Executive's employment with the Company,
other than injunctive relief under any restrictive covenant agreement or
provision, shall be settled exclusively by arbitration, conducted before a
single arbitrator in Detroit, Michigan (applying Michigan law) in accordance
with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association then in effect. The decision of the arbitrator
will be final and binding

                                       9
<PAGE>

upon the parties hereto. Judgment may be entered on the arbitrator's award in
any court having jurisdiction. The parties acknowledge and agree that in
connection with any such arbitration and regardless of outcome (a) each party
shall pay all its own costs and expenses, including without limitation its own
legal fees and expenses, and (b) joint expenses shall be borne equally among the
parties.

      16.   INDEMNIFICATION. The Company hereby agrees to indemnify the
Executive and hold him harmless to the extent provided under the by-laws of the
Company against and in respect to any and all actions, suits, proceedings,
claims, demands, judgments, costs, expenses (including reasonable attorney's
fees), losses, and damages resulting from the Executive's good faith performance
of his duties and obligations with the Company. This obligation shall survive
the termination of the Executive's employment with the Company.

      17.   LIABILITY INSURANCE. The Company shall cover the Executive under
directors and officers liability insurance both during and, while potential
liability exists, after the term of this Agreement in the same amount and to the
same extent as the Company covers its other officers and directors. This
obligation shall survive the termination of the Executive's employment with the
Company.

      18.   LEGAL FEES. In the event that a claim for payment or benefits under
this Agreement is disputed or the Executive is otherwise enforcing rights under
this Agreement and the arbitrator determines that the Executive has prevailed on
the material issues in the arbitration, the Company shall, upon presentment of
appropriate documentation, promptly pay, or reimburse the Executive, for all
reasonable legal and other professional fees, costs of arbitration and other
expenses incurred in connection therewith by the Executive.

      19.   MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer or director as may be
designated by the Board; provided, however, that the Company may amend this
Agreement at any time, retroactively or otherwise, without the consent of the
Executive, as may be necessary to preserve the intended tax characteristics of
this Agreement, including, without limitation, such amendments necessary to
address the requirements of Section 409A of the Code. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. This Agreement together with all
exhibits hereto sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all existing agreements
between them concerning such subject matter (including, without limitation, the
Employment Agreement as it may apply with regard to a termination after a Change
in Control or with regard to a termination in anticipation of a Change in
Control but not any stock option or other equity agreement nor any plan or
programs, except as provided herein). No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
The validity, interpretation, construction and performance of this Agreement
shall be governed by the laws of the State of Michigan without regard to its
conflicts of law principles.

                                       10
<PAGE>

      20.   NO MITIGATION; NO OFFSET. In no event shall the Executive be obliged
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
nor shall the amount of any payment hereunder be reduced by any compensation
earned by the Executive as a result of employment by another employer, except as
provided in Section 4(c) hereof. The amounts payable to the Executive hereunder
shall not be subject to set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Executive.

      21.   WITHHOLDING. The Company may withhold from any and all amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.

      22.   NOT AN AGREEMENT OF EMPLOYMENT. This is not an agreement assuring
employment and the Company reserves the right to terminate the Executive's
employment at any time with or without Cause, subject to the payment provisions
hereof if such termination is after, or within 180 days prior to, a Change in
Control. The Executive acknowledges that the Executive is aware that the
Executive shall have no claim against the Company hereunder or for deprivation
of the right to receive the amounts hereunder as a result of any termination
that does not specifically satisfy the requirements hereof or as a result of any
other action taken by the Company. Except as expressly provided herein, the
foregoing shall not affect the Executive's rights under any other agreement with
the Company.

                                       11
<PAGE>

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

                                            CHAMPION ENTERPRISES, INC.

                                            By:_________________________________
                                            Name: Selwyn Isakow
                                            Its: Non-Executive Chairman

                                            WILLIAM C. GRIFFITHS

                                            ____________________________________

                                       12
<PAGE>

                                    EXHIBIT A

                           GOLDEN PARACHUTE PROVISION

      (a)   In the event that the Executive shall become entitled to payments
and/or benefits provided by this Agreement or any other amounts in the "nature
of compensation" (whether pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Company, any person whose actions result
in a change of ownership or effective control covered by Section 280G(b)(2) of
the Code or any person affiliated with the Company or such person) as a result
of such change in ownership or effective control (collectively the "Company
Payments"), and such Company Payments will be subject to the tax (the "Excise
Tax") imposed by Section 4999 of the Code (and any similar tax that may
hereafter be imposed by any taxing authority) the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Company
Payments and any U.S. federal, state, and for local income or payroll tax upon
the Gross-up Payment provided for by this paragraph (a), but before deduction
for any U.S. federal, state, and local income or payroll tax on the Company
Payments, shall be equal to the Company Payments.

      Notwithstanding the foregoing, if it shall be determined that the
Executive is entitled to a Gross-Up Payment, but that if the Company Payments
(other than that portion valued under Treasury Regulation Section 1.280G, Q&A
24(c)) (the "Cash Payments") are reduced by the amount necessary such that the
receipt of the Company Payments would not give rise to any Excise Tax (the
"Reduced Payment") and the Reduced Payment would not be less than 92.5% of the
Cash Payment, then no Gross-Up Payment shall be made to the Executive and the
Cash Payments, in the aggregate, shall be reduced to the Reduced Payments. If
the Reduced Payment is to be effective, payments shall be reduced in the
following order (1) acceleration of vesting of any stock options for which the
exercise price exceeds the then fair market value, (2) any cash severance based
on a multiple of Base Salary or Bonus, (3) any other cash amounts payable to the
Executive, (4) any benefits valued as parachute payments; and (5) acceleration
of vesting of any equity not covered by (1) above, unless the Executive elects
another method of reduction by written notice to the Company prior to the change
of ownership or effective control.

      In the event that the Internal Revenue Service or court ultimately makes a
determination that the excess parachute payments plus the base amount is an
amount other than as determined initially, an appropriate adjustment shall be
made with regard to the Gross-Up Payment or Reduced Payment, as applicable to
reflect the final determination and the resulting impact on whether the
preceding paragraph applies.

      (b)   For purposes of determining whether any of the Company Payments and
Gross-up Payments (collectively the "Total Payments") will be subject to the
Excise Tax and the amount of such Excise Tax, (x) the Total Payments shall be
treated as "parachute payments" within the meaning of Section 280G(b)(2) of the
Code, and all "parachute payments" in excess of the "base amount" (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise
Tax, unless and except to the extent that, in the determination of the Company's
independent certified public accountants or tax counsel selected by such
accountants or the

                                       13
<PAGE>

Company (the "Accountants") such Total Payments (in whole or in part) either do
not constitute "parachute payments," including giving effect to the
recalculation of stock options in accordance with Treasury Regulation Section
1.280G-1, Q&A 33, represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code in excess of the
"base amount" or are otherwise not subject to the Excise Tax, and (y) the value
of any non-cash benefits or any deferred payment or benefit shall be determined
by the Accountants in accordance with the principles of Section 280G of the
Code. To the extent permitted under Revenue Procedure 2003-68 or other
applicable rules, the value determination shall be recalculated to the extent it
would be beneficial to the Executive. The determination of the Accountants shall
be final and binding upon the Company and the Executive, except to the extent
provided herein with regard to Internal Revenue Service determinations. The
Company shall be responsible for all charges of the Accountants..

      (c)   In the event that the Excise Tax is subsequently determined by the
Accountants to be less than the amount taken into account hereunder at the time
the Gross-up Payment is made, the Executive shall repay to the Company, at the
time that the amount of such reduction in Excise Tax is finally determined, the
portion of the prior Gross-up Payment attributable to such reduction (plus the
portion of the Gross-up Payment attributable to the Excise Tax and U.S. federal,
state and local income tax imposed on the portion of the Gross-up Payment being
repaid by the Executive if such repayment results in a reduction in Excise Tax
or a U.S. federal, state and local income tax deduction), plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code. The Company shall be responsible for all charges of the Accountant.

      In the event that the Excise Tax is later determined by the Accountant or
the Internal Revenue Service to exceed the amount taken into account hereunder
at the time the Gross-up Payment is made (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-up
Payment), the Company shall make an additional Gross-up Payment in respect of
such excess (plus any interest or penalties payable with respect to such excess)
at the time that the amount of such excess is finally determined.

      (d)   The Gross-up Payment or portion thereof provided for in subsection
(c) above shall be paid not later than the thirtieth (30th) day following an
event occurring which subjects the Executive to the Excise Tax; provided,
however, that if the amount of such Gross-up Payment or portion thereof cannot
be finally determined on or before such day, the Company shall pay to the
Executive on such day an estimate, as determined in good faith by the
Accountant, of the minimum amount of such payments and shall pay the remainder
of such payments (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection
(c) hereof, as soon as the amount thereof can reasonably be determined, but in
no event later than the ninetieth day after the occurrence of the event
subjecting the Executive to the Excise Tax. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been due,
such excess shall constitute a loan by the Company to the Executive, payable on
the fifth day after demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).

                                       14
<PAGE>

      (e)   In the event of any controversy with the Internal Revenue Service
(or other taxing authority) with regard to the Excise Tax, the Executive shall
permit the Company to control issues related to the Excise Tax (at its expense).
In the event of any conference with any taxing authority as to the Excise Tax or
associated income taxes, the Executive shall permit the representative of the
Company to accompany the Executive, and the Executive and the Executive's
representative shall cooperate with the Company and its representative.

      (f)   The Executive shall promptly deliver to the Company copies of any
written communications, and summaries of any verbal communications, with any
taxing authority regarding the Excise Tax covered by this provision.

      (g)   Nothing in this Section is intended to violate the Sarbanes-Oxley
Act and to the extent that any advance or repayment obligation hereunder would
do so, such obligation shall be modified so as to make the advance a
nonrefundable payment to you and the repayment obligation null and void to the
extent required by such Act.

                                       15
<PAGE>

                                    EXHIBIT B

                                 FORM OF RELEASE

                                       16

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>k90032exv10w3.txt
<DESCRIPTION>EXECUTIVE OFFICER SEVERANCE PAY PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

                           CHAMPION ENTERPRISES, INC.

                      EXECUTIVE OFFICER SEVERANCE PAY PLAN

                       (EFFECTIVE AS OF DECEMBER 1, 2004)

                                  INTRODUCTION

      The purpose of the Plan is to enable Champion Enterprises, Inc., to offer
certain protections to its executive officers if their employment is terminated
by the Company without Cause or by the Participant with Good Reason. Capitalized
terms and phrases used herein shall have the meanings ascribed thereto in
Article I.

                                   ARTICLE I.
                                   DEFINITIONS

      1.1   AFFILIATE shall mean each of the following:

            (a)   any Subsidiary;

            (b)   any Parent;

            (c)   any corporation, trade or business (including, without
      limitation, a partnership or limited liability company) which is directly
      or indirectly controlled 50% or more (whether by ownership of stock,
      assets or an equivalent ownership interest or voting interest) by the
      Company or one of its Affiliates; and

            (d)   any other entity in which the Company or any of its Affiliates
      has a material equity interest and which is designated as an "Affiliate"
      by resolution of the Committee.

      1.2   BASE SALARY shall mean the Participant's annual base compensation
rate for services paid by the Company to the Participant at the time immediately
prior to the Participant's termination of employment, as reflected in the
Company's payroll records. Base Salary shall not include commissions, bonuses,
overtime pay, incentive compensation, benefits paid under any qualified plan,
any group medical, dental or other welfare benefit plan, noncash compensation or
any other additional compensation but shall include amounts reduced pursuant to
the Participant's salary reduction agreement under Sections 125, 132(f)(4) or
401(k) of the Code, if any, or a nonqualified elective deferred compensation
arrangement, if any, to the extent that in each such case the reduction is to
base compensation.

      1.3   BOARD shall mean the board of directors of the Company from time to
time.

      1.4   CAUSE shall mean

            (a)   a Participant's dishonesty in Participant's financial dealings
      with, or on behalf of, the Company;

<PAGE>

            (b)   a Participant's commission of, indictment for or pleading
      guilty or nolo contendere to a crime by the Participant which constitutes:

                  (i)   a felony (other than a traffic related offense), or

                  (ii)  a misdemeanor involving moral turpitude which, may
                        reasonably be expected to have an adverse effect on the
                        Company, its business, reputation or interest.

            (c)   a Participant's material breach the terms of Participant's
      employment contract or any other contract or agreement between the
      Participant and the Company, which breach, if curable, is not cured within
      20 days of the giving of written notice thereof to the Participant;

            (d)   a Participant's material violation of the Company's code of
      conduct, code of ethics or any other written policy or a material breach
      by the Participant of a fiduciary duty or responsibility to the Company;

            (e)   the refusal of a Participant to follow the lawful policies and
      directives of the Board or a more senior officer within five days of the
      giving of written notice thereof to the Participant;

            (f)   the willful misconduct or gross negligence of a Participant
      with regard to the Company or in the performance of Participant's duties
      that is materially injurious to the Company; or

            (g)   the willful and continued failure of a Participant to attempt
      to perform the Participant's duties with the Company (other than for any
      such failure resulting from the Participant's incapacity due to physical
      or mental illness) after written notice of such failure has been give to
      the Participant.

      1.5   CODE shall mean the Internal Revenue Code of 1986, as amended.

      1.6   COMMITTEE shall mean the Compensation and Human Resources Committee
appointed by the Board from time to time to administer the Plan. Notwithstanding
the foregoing, if, and to the extent that no Committee exists which has the
authority to administer the Plan, the functions of the Committee shall be
exercised by the Board and all references herein to the Committee shall be
deemed to be references to the Board.

      1.7   COMPANY shall mean Champion Enterprises, Inc., it Affiliates and any
successors as provided in Article VI hereof.

      1.8   DISABILITY shall mean a Participant's disability that would qualify
as such under the Company's long-term disability plan without regard to any
waiting periods set forth in such plan.

      1.9   EFFECTIVE DATE shall mean December 1, 2004.

                                       2
<PAGE>

      1.10  ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

      1.11  GOOD REASON shall mean the occurrence of any of the following
events, without the express written consent of a Participant, unless such events
are fully corrected in all material respects by the Company within 30 days
following written notification by the Participant to the Company that
Participant intends to terminate Participant's employment hereunder for one of
the reasons set forth below:

            (a)   any reduction or diminution (except temporarily during any
      period of physical or mental incapacity) in the Participant's titles or a
      material reduction or diminution in the Participant's authorities, duties
      or responsibilities or reporting requirements;

            (b)   any reduction in the Participant's Base Salary (other than an
      across-the-board reduction of not more than 10% of Base Salary applicable
      to executive officers generally);

            (c)   Company's material breach the terms of Participant's
      employment contract or any other contract or agreement between the
      Participant and the Company; or

            (d)   the Participant is required to relocate to a principal place
      of employment more than 60 miles from Participant's principal place of
      employment with the Company.

      1.12  PARENT shall mean any parent corporation of the Company within the
meaning of Section 424(e) of the Code.

      1.13  PARTICIPANT shall mean any employee of the Company designated by the
Board as an "officer" for purposes of Section 16 of the Securities Exchange Act
of 1934, provided, however, the President and Chief Executive Officer shall not
be a Participant in this Plan.

      1.14  PLAN shall mean the Champion Enterprises, Inc. Executive Officer
Severance Pay Plan.

      1.15  SEVERANCE BENEFIT shall mean a severance benefit calculated and paid
in accordance with Section 2.1 below.

      1.16  SEVERANCE PERIOD shall mean the 18-month period (or such other
period specified by the Committee in writing to a Participant at the time such
participant first becomes a Participant) following a termination of a
Participant's employment by the Company without Cause or by a Participant for
Good Reason.

      1.17  SUBSIDIARY shall mean any corporation that is defined as a
subsidiary corporation in Section 424(f) of the Code.

                                       3
<PAGE>

                                   ARTICLE II.
                                    BENEFITS

      2.1   ELIGIBILITY FOR BENEFITS. Upon the Participant's termination of
employment by the Company without Cause or by Participant for Good Reason,
subject to Sections 2.3, 2.4, 2.5 and 2.6 below, Participant shall receive
during the Severance Period salary continuation payments, distributed on normal
payroll dates, equal to the Participant's Base Salary less any other severance
payments provided by the Company through any other agreement or other
Company-sponsored program. Payment of the Severance Benefit for the 13th through
18th months of the Severance Period shall be conditioned on the Participant not
having commenced subsequent employment, including self-employment, and shall be
subject to the provisions of Section 2.3. The Participant shall give the Company
written notice of the Participant's commencing subsequent employment within 5
days of such commencement date.

      In the event that a Participant has a written agreement pursuant to which
the Company is obligated to pay a termination or severance benefit in an amount
greater than the Severance Benefit payable to such Participant under the Plan,
such Participant shall be entitled to accept such greater severance benefit in
lieu of the Severance Benefit payable under the Plan provided that such
Participant complies with all other terms and conditions of the Plan. If the
Participant is covered by a change in control agreement and becomes entitled to
payments or benefits thereunder, no Severance Benefit shall be payable
hereunder.

      A Participant shall not be entitled to a Severance Benefit if the
Participant's employment is terminated:

            (i)   by the Company for Cause,

            (ii)  by the Participant other than for Good Reason, or

            (iii) on account of the Participant's retirement, death or
                  Disability.

      2.2   COBRA BENEFITS. Subject to (i) the Participant's compliance with the
obligations in Sections 2.3, 2.4, 2.5 and 2.6 below and (ii) the Participant's
timely election of continuation coverage under the Consolidated Budget Omnibus
Reconciliation Act of 1985, as amended ("COBRA") and the Participant's continued
copayment of premiums at the same level and cost to the Participant as if the
Participant were an employee of the Company (excluding, for purposes of
calculating cost, an employee's ability to pay premiums with pre-tax dollars),
the Company shall pay the applicable COBRA continuation coverage premiums under
the Company's health insurance plan that generally applies to a Participant
entitled to receive a Severance Benefit for a Participant and his or her
dependents until the earliest of:

            (a)   a Participant ceasing to be entitled to receive a Severance
      Benefit;

            (b)   for each of a Participant and his or her dependents, when such
      person ceases to be eligible for COBRA; or

                                       4
<PAGE>

            (c)   a Participant commencing other substantially full-time
      employment, including self-employment, that offers a health care program.

      With regard to (b) above, if a Participant or any of his or her dependents
cease to be eligible for COBRA, the Company's obligation to pay any premium for
such person shall cease, but the Company's obligation to pay the premium for the
Participant or any dependent who is still eligible for COBRA shall continue.
Participant shall promptly notify the Company if he or she becomes covered by a
health care program of a subsequent employer.

      2.3   NO DUTY TO MITIGATE/SET-OFF. During the first 12 months of the
Severance Period, no Participant entitled to receive a Severance Benefit
hereunder shall be required to seek other employment or to attempt in any way to
reduce any amounts payable to him or her pursuant to this Plan and the amount of
the Severance Benefit payable hereunder shall not be reduced by any compensation
earned by the Participant as a result of employment by another employer or
otherwise. Thereafter, for the remainder of the Severance Period and in order to
continue receiving a Severance Benefit, a Participant shall seek in good faith
other employment consistent with the Participant's skills, experience and
educational background and any compensation earned by a Participant as a result
of such other employment shall be set off against the Severance Benefit
otherwise payable to the Participant. In the event of the Participant's breach
of any provision hereunder, including without limitation, Sections 2.5 and 2.6,
the Participant shall be obligated to repay, and the Company shall be entitled
to recover, any payments previously made to the Participant hereunder.

      2.4   RELEASE REQUIRED. Any amounts payable and benefits provided pursuant
to this Plan shall only be payable or provided if the Participant delivers to
the Company and does not revoke a general release of all claims of any kind
whatsoever that the Participant has or may have against the Company and its
affiliates and their officers, directors and employees known or unknown as of
the date of his or her termination of employment occurring up to the release
date in such form as reasonably requested by the Company.

      2.5   RESTRICTIVE COVENANTS. As a condition of the receipt of any
Severance Benefit by any Participant, the Participant shall be deemed to have
agreed to the following provisions:

            (a)   CONFIDENTIALITY. The Participant agrees that the Participant
      shall not at any time, directly or indirectly, use, make available, sell,
      disclose or otherwise communicate to any person, other than in the course
      of the Participant's assigned duties and for the benefit of the Company,
      any nonpublic, proprietary or confidential information, knowledge or data
      relating to the Company, any of its subsidiaries, affiliated companies or
      businesses, which shall have been obtained by the Participant during the
      Participant's employment by the Company. The foregoing shall not apply to
      information that (i) was known to the public prior to its disclosure to
      the Participant; (ii) becomes generally known to the public subsequent to
      disclosure to the Participant through no wrongful act of the Participant
      or any representative of the Participant; or (iii) the Participant is
      required to disclose by applicable law, regulation or legal process
      (provided that the Participant provides the Company with prior notice of
      the contemplated

                                       5
<PAGE>

      disclosure and reasonably cooperates with the Company at its expense in
      seeking a protective order or other appropriate protection of such
      information).

            (b)   NONSOLICITATION. During the Participant's employment with the
      Company and for the two year period thereafter, the Participant agrees
      that the Participant will not, except in the furtherance of the
      Participant's duties for the Company, directly or indirectly, individually
      or on behalf of any other person, firm, corporation or other entity, (i)
      solicit, aid or induce any employee, representative or agent of the
      Company or any of its subsidiaries or affiliates to leave such employment
      or retention or to accept employment with or render services to or with
      any other person, firm, corporation or other entity unaffiliated with the
      Company or hire or retain any such employee, representative or agent, or
      take any action to materially assist or aid any other person, firm,
      corporation or other entity in identifying, hiring or soliciting any such
      employee, representative or agent, (ii) solicit, aid or induce any
      customer of the Company or any of its subsidiaries or affiliates to
      purchase goods or services then sold by the Company or any of its
      subsidiaries or affiliates from another person, firm, corporation or other
      entity or assist or aid any other persons or entity in identifying or
      soliciting any such customer or (iii) solicit, aid or induce any vendor of
      the Company or any of its subsidiaries or affiliates to provide goods or
      services then provided to the Company or any of its subsidiaries or
      affiliates to another person, firm, corporation or other entity or assist
      or aid any other persons or entity in identifying or purchasing goods or
      services from such vendor. An employee, representative or agent shall be
      deemed covered by this paragraph while so employed or retained and for six
      months thereafter. Subpart (ii) shall not be violated by general
      advertising or solicitation not specifically targeted at activities of the
      Company.

            (c)   NONCOMPETITION. The Participant acknowledges that the
      Participant performs services of a unique nature for the Company that are
      irreplaceable, and that the Participant's performance of such services to
      a competing business will result in irreparable harm to the Company.
      Accordingly, during the Participant's employment and for the two year
      period thereafter, the Participant agrees that the Participant will not,
      directly or indirectly, own, manage, operate, control, be employed by
      (whether as an employee, consultant, independent contractor or otherwise,
      and whether or not for compensation) or render services to any person,
      firm, corporation or other entity, in whatever form, engaged in the
      production, sales or marketing of manufactured housing or any other
      material business in which the Company or any of its subsidiaries or
      affiliates is engaged on the date of termination (or, if earlier, the date
      of determination) or in which they have planned, on or prior to such date,
      to be engaged in on or after such date, in any locale of any country in
      which the Company conducts business. This Section 2.5(c) shall not prevent
      the Participant from owning not more than two percent of the total shares
      of all classes of stock outstanding of any publicly held entity engaged in
      such business.

            (d)   NONDISPARAGEMENT. The Participant shall not make or induce
      other persons or entities to make any negative statements as to the
      Company, its affiliates, employees, past or present officers, directors,
      products, services, businesses or reputation. Notwithstanding the
      foregoing, truthful statements made in the course of sworn testimony

                                       6
<PAGE>

      in administrative, judicial or arbitral proceedings (including, without
      limitation, depositions in connection with such proceedings) shall not be
      subject to this Section 2.5(d).

            (e)   REFORMATION. If it is determined by a court of competent
      jurisdiction in any state that any restriction in this Section 2.5 is
      excessive in duration or scope or is unreasonable or unenforceable under
      the laws of that state, it is the intention of the parties that such
      restriction may be modified or amended by the court to render it
      enforceable to the maximum extent permitted by the law of that state.

            (f)   FURTHER ACKNOWLEDGMENT. The Participant acknowledges that the
      restrictive covenants (including, without limitation, confidentiality and
      non-competition) in any other agreement with the Company previously signed
      by the Participant shall not be affected by this Plan and that the
      restrictive covenants therein shall continue to apply after a termination
      of employment in accordance with the terms of such restrictive covenants.

            (g)   SURVIVAL OF PROVISIONS. The obligations contained in this
      Section 2.5 shall survive any termination of the Plan and shall be fully
      enforceable thereafter.

      2.6   COOPERATION. As a condition of the receipt of any Severance Benefit
by any Participant, the Participant shall be deemed to have agreed to the
provisions of this Section 2.6. Upon the receipt of reasonable notice from the
Company (including its outside counsel), the Participant agrees that while
employed by the Company and thereafter, the Participant will respond and provide
information with regard to matters in which the Participant has knowledge as a
result of the Participant's employment with the Company, and will provide
reasonable assistance to the Company, its affiliates and their respective
representatives in defense of any claims that may be made against the Company or
its affiliates, and will assist the Company and its affiliates in the
prosecution of any claims that may be made by the Company or its affiliates, to
the extent that such claims may relate to the period of the Participant's
employment with the Company. The Participant agrees to promptly inform the
Company if the Participant becomes aware of any lawsuits involving such claims
that may be filed or threatened against the Company or its affiliates. The
Participant also agrees to promptly inform the Company (to the extent the
Participant is legally permitted to do so) if the Participant is asked to assist
in any investigation of the Company or its affiliates (or their actions),
regardless of whether a lawsuit or other proceeding has then been filed against
the Company or its affiliates with respect to such investigation, and shall not
do so unless legally required. Upon presentation of appropriate documentation,
the Company shall pay or reimburse the Participant for all reasonable
out-of-pocket travel, duplicating or telephonic expenses incurred by the
Participant in complying with this Section 2.6.

      2.7   Equitable Relief and Other Remedies.

            (a)   Since the Company's remedies at law for a breach or threatened
      breach of any of the provisions of Sections 2.5 or 2.6 would be
      inadequate, in addition to any remedies at law, the Company, without
      posting any bond, shall be entitled to obtain

                                       7
<PAGE>

      equitable relief in the form of specific performance, temporary
      restraining order, a temporary or permanent injunction or any other
      equitable remedy which may then be available.

            (b)   In the event of a material violation of Sections 2.5 or 2.6,
      any Severance Benefit being paid to the Participant shall immediately
      cease.

                                  ARTICLE III.
                                     FUNDING

      This Plan shall be funded out of the general assets of the Company as and
when benefits are payable under this Plan. All Participants shall be solely
unsecured creditors of the Company and, if a bankruptcy proceeding of the
Company is pending, the Participants shall be solely unsecured creditors of the
Company with administrative priority. If the Company decides in its sole
discretion to establish any advance accrued reserve on its books against the
future expense of benefits payable hereunder, or if the Company decides in its
sole discretion to fund a trust under this Plan, such reserve or trust shall not
under any circumstances be deemed to be an asset of this Plan.

                                  ARTICLE IV.
                           ADMINISTRATION OF THE PLAN

      4.1   PLAN ADMINISTRATOR. The general administration of the Plan on behalf
of the Company (as plan administrator under Section 3(16)(A) of ERISA) shall be
placed with the Committee.

      4.2   REIMBURSEMENT OF EXPENSES OF PLAN COMMITTEE. The Company shall pay
or reimburse the members of the Committee for all reasonable expenses incurred
in connection with their duties hereunder.

      4.3   ACTION BY THE PLAN COMMITTEE. Decisions of the Committee shall be
made by a majority of its members attending a meeting at which a quorum is
present (which meeting may be held telephonically), or by written action in
accordance with applicable law. Subject to the terms of this Plan and provided
that the Committee acts in good faith, the Committee shall have the authority to
determine a Participant's participation and benefits under the Plan and to
interpret and construe the provisions of the Plan.

      4.4   DELEGATION OF AUTHORITY. The Committee may delegate any and all of
its powers and responsibilities hereunder to other persons by formal resolution
filed with and accepted by the Board. Any such delegation shall not be effective
until it is accepted by the Board and the persons designated and may be
rescinded at any time by written notice from the Committee to the person to whom
the delegation is made.

      4.5   RETENTION OF PROFESSIONAL ASSISTANCE. The Committee may employ such
legal counsel, accountants and other persons as may be required in carrying out
its work in connection with the Plan.

                                       8
<PAGE>

      4.6   ACCOUNTS AND RECORDS. The Committee shall maintain such accounts and
records regarding the fiscal and other transactions of the Plan and such other
data as may be required to carry out its functions under the Plan and to comply
with all applicable laws.

      4.7   CLAIMS/DISPUTES PROCEDURE.

            (a)   Any claim by a Participant or beneficiary ("Claimant") with
      respect to eligibility, participation, contributions, benefits or other
      aspects of the operation of the Plan shall be made in writing to the
      Committee. The Committee shall provide the Claimant with the necessary
      forms and make all determinations as to the right of any person to a
      disputed benefit. If a Claimant is denied benefits under the Plan, the
      Committee or its designee shall notify the Claimant in writing of the
      denial of the claim within 90 days (such period may be extended to 180
      days) after the Plan receives the claim, provided that in the event of
      special circumstances such period may be extended.

            (b)   If the initial 90 day period is extended, the Committee or its
      designee shall, within 90 days of receipt of the claim, notify the
      Claimant in writing of such extension. The written notice of extension
      will indicate the special circumstances requiring the extension of time
      and provide the date by which the Committee expects to make a
      determination with respect to the claim. If the extension is required due
      to the Claimant's failure to submit information necessary to decide the
      claim, the period for making the determination will be tolled from the
      date on which the extension notice is sent to the Claimant until the
      earlier of (i) the date on which the Claimant responds to the Plan's
      request for information or (ii) expiration of the 45 day period commencing
      on the date that the Claimant is notified that the requested additional
      information must be provided. If notice of the denial of a claim is not
      furnished within the required time period described herein, the claim
      shall be deemed denied as of the last day of such period.

            (c)   If the claim is wholly or partially denied, the notice to the
      Claimant shall set forth:

                  (i)   the specific reason or reasons for the denial;

                  (ii)  specific reference to pertinent Plan provisions upon
                        which the denial is based;

                  (iii) a description of any additional material or information
                        necessary for the Claimant to perfect the claim and an
                        explanation of why such material or information is
                        necessary;

                  (iv)  appropriate information as to the steps to be taken and
                        the applicable time limits if the Claimant wishes to
                        submit the adverse determination for review; and

                                       9
<PAGE>

                  (v)   a statement of the Claimant's right to bring a civil
                        action under Section 502(a) of ERISA following an
                        adverse determination on review (collectively, the
                        "Notice Requirements").

            (d)   If the claim has been denied, the Claimant may submit the
      claim for review. Any request for review of a claim must be made in
      writing to the Committee no later than 60 days after the Claimant receives
      notification of denial or, if no notification was provided, the date the
      claim is deemed denied. The claim will then be reviewed by the Committee.
      The Claimant or his duly authorized representative may:

                  (i)   upon request and free of charge, be provided with access
                        to, and copies of, relevant documents, records, and
                        other information relevant to the Claimant's claim; and

                  (ii)  submit written comments, documents, records, and other
                        information relating to the claim. The review of the
                        claim determination shall take into account all
                        comments, documents, records, and other information
                        submitted by the Claimant relating to the claim, without
                        regard to whether such information was submitted or
                        considered in the initial claim determination.

            (e)   The decision of the Committee shall be made within 60 days
      (such period may be extended to 120 days) after receipt of the Claimant's
      request for review, unless special circumstances require an extension.

            (f)   If the initial 60 day period is extended, the Committee or its
      designee shall, within 60 days of receipt of the claim, notify the
      Claimant in writing of such extension. The written notice of extension
      will indicate the special circumstances requiring the extension of time
      and provide the date by which the Committee expects to make a
      determination with respect to the claim. If the extension is required due
      to the Claimant's failure to submit information necessary to decide the
      claim, the period for making the determination will be tolled from the
      date on which the extension notice is sent to the Claimant until the
      earlier of (i) the date on which the Claimant responds to the Plan's
      request for information or (ii) expiration of the 45 day period commencing
      on the date that the Claimant is notified that the requested additional
      information must be provided. If notice of the denial of a claim is not
      furnished within the required time period described herein, the claim
      shall be deemed denied as of the last day of such period.

            (g)   If an extension of time is required, the Claimant shall be
      notified in writing of such extension. The written notice of extension
      will indicate the special circumstances requiring the extension of time
      and the date by which the Committee expects to make a determination with
      respect to the claim. If the extension is required due to the Claimant's
      failure to submit information necessary to decide the claim on review, the
      period for making the determination will be tolled from the date on which
      the extension notice is sent to the Claimant until the earlier of (i) the
      date on which the

                                       10
<PAGE>

      Claimant responds to the Plan's request for information or (ii) expiration
      of the 45-day period commencing on the date that the Claimant is notified
      that the requested additional information must be provided. In any event,
      a decision shall be rendered not later than 120 days after receipt of the
      request for review. If notice of the decision upon review is not furnished
      within the required time period described herein, the claim on review
      shall be deemed denied as of the last day of such period.

            (h)   The Committee's decision on the Claimant's claim for review
      will be communicated to the Claimant in writing. If the claim on review is
      denied, the notice to the Claimant shall provide a statement that the
      Claimant is entitled to receive, upon request and free of charge,
      reasonable access to, and copies of, all documents, records and other
      information relevant to the claim, and also set forth the Notice
      Requirements (other than subsection (c)(iv)).

            (i)   The claims procedures set forth in this section are intended
      to comply with U.S. Department of Labor Regulation Section 2560.503-1 and
      should be construed in accordance with such regulation. In no event shall
      it be interpreted as expanding the rights of Claimants beyond what is
      required by U.S. Dept. of Labor Section 2560.503-1.

            (j)   A Claimant shall not be required to exhaust all administrative
      remedies under this Section 4.7 prior to commencing any action in Federal
      court.

      4.8   INDEMNIFICATION. The Committee, its members and any person
designated pursuant to Section 4.4 above shall not be liable for any action or
determination made in good faith with respect to the Plan. The Company shall, to
the extent permitted by law, by the purchase of insurance or otherwise,
indemnify and hold harmless each member of the Committee and each director,
officer and employee of the Company for liabilities or expenses they and each of
them incur in carrying out their respective duties under this Plan, other than
for any liabilities or expenses arising out of such individual's willful
misconduct or fraud.

                                   ARTICLE V.
                            AMENDMENT AND TERMINATION

      The Company reserves the right to amend or terminate, in whole or in part,
any or all of the provisions of this Plan at any time, provided that in no event
shall any amendment reducing the benefits provided hereunder or any Plan
termination be effective prior to the later of the third anniversary of the
Effective Date or the date twelve months after the date the Company gives the
Participants written notice of such amendment or termination. Notwithstanding
anything in this Plan to the contrary, if the Company becomes obligated to make
any payment to the Participant pursuant to the terms hereof, then this Plan
shall remain in effect for such purposes until all of the Company's obligations
hereunder are fulfilled. Without limiting the generality of the foregoing, the
Company may amend the Plan at any time, retroactively or otherwise, as may be
necessary to preserve the intended tax characteristics of the Plan, including,
without limitation, such amendments necessary to address the requirements of
Section 409A of the Code.

                                       11
<PAGE>

                                   ARTICLE VI.
                                   SUCCESSORS

      For purposes of this Plan, the Company shall include any and all
successors and assignees, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all the business or assets
of the Company and such successors and assignees shall perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company", as used in this Plan, shall mean
the Company, as hereinbefore defined and any successor or assignee to the
business or assets which by reason hereof becomes bound by the terms and
provisions of this Plan.

                                  ARTICLE VII.
                                  MISCELLANEOUS

      7.1   RIGHTS OF PARTICIPANTS. Nothing herein contained shall be held or
construed to create any liability or obligation upon the Company to retain any
Participant in its service. All Participants shall remain subject to discharge
or discipline to the same extent as if this Plan had not been put into effect.

      7.2   GOVERNING LAW. This Plan shall be governed by the laws of the State
of Michigan (without reference to rules relating to conflicts of law).

      7.3   WITHHOLDING. The Company shall have the right to make such
provisions as it deems necessary or appropriate to satisfy any obligations it
may have to withhold federal, state or local income or other taxes incurred by
reason of payments pursuant to this Plan.

      7.4   SEVERABILITY. In case any provision of this Plan be deemed or held
to be unlawful or invalid for any reason, such fact shall not adversely affect
the other provisions of this Plan unless such determination shall render
impossible or impracticable the functioning of this Plan, and in such case, an
appropriate provision or provisions shall be adopted so that this Plan may
continue to function properly.

      7.5   ASSIGNMENT AND ALIENATION. The benefits payable to the Participant
under the Plan shall not be subject to alienation, transfer, assignment,
garnishment, execution or levy of any kind and any attempt to cause any benefits
to be so subjected shall not be recognized.

      7.6   COMMUNICATIONS. All announcements, notices and other communications
regarding this Plan will be made by the Company in writing.

      7.7   ERISA PLAN. This Plan constitutes an unfunded compensation
arrangement for members of a select group of the Company's management, and any
exemptions under ERISA, as applicable to such an arrangement, shall be
applicable to the Plan.

      7.8   ENTIRE AGREEMENT. Except as specified herein and any change in
control agreement, this Plan sets forth the entire understanding of the Company
with respect to the subject matter hereof and supersedes all existing severance
plans, agreements and understandings

                                       12
<PAGE>

(whether oral or written) between the Company and the Participants with respect
to the subject matter herein.

      7.9   NOT AN AGREEMENT OF EMPLOYMENT. This is not a Plan or an agreement
assuring employment and the Company reserves the right to terminate any
Participant's employment at any time with or without Cause, subject to the
payment provisions hereof. Participant's shall have no claim against the Company
hereunder or for deprivation of the right to receive the amounts hereunder as a
result of any termination that does not specifically satisfy the requirements
hereof or as a result of any other action taken by the Company. Except as
provided herein, the foregoing shall not affect a Participant's rights under any
other agreement with the Company.

                                       13

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