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                                                                   Exhibit 10.14

               FOURTH AMENDMENT TO THE CHAMPION ENTERPRISES, INC.

             2000 STOCK COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS


         In accordance with Board resolutions adopted by the Board of Directors
of Champion Enterprises, Inc. (the "Corporation"), the Champion Enterprises,
Inc. 2000 Stock Compensation Plan For Nonemployee Directors (the "Plan") is
hereby amended effective December 2, 2003 as set forth below:

1.       Amendment to Section 2.1 of the Plan.  Section 2.1 is hereby amended,
effective as of January 1, 2004, to read as follows:

         2.1      Stock Retainers.  Stock Retainers shall be subject to the
                  following provisions:

                 (A) Except as provided in paragraph (b) of this Section 2.1,
         effective on each Annual Meeting date through and including the Annual
         Meeting date for the year 2005, each individual elected or reelected as
         a Director at an Annual Meeting shall be paid a Stock Retainer
         consisting of 7,000 Restricted Shares of Common Stock for his or her
         services as a Director until the next Annual Meeting of Shareholders.
         Any Director who is appointed to serve as the chairperson of a Board
         committee during such year shall receive an additional 1,050 shares of
         Common Stock (subject to the election in Section 2.2 below).

                 (B) Any new Director who is appointed by the Board to fill a
         vacancy on the Board or who becomes a committee chairperson prior to an
         Annual Meeting shall receive a Stock Retainer consisting of a prorated
         number of Restricted Shares for such interim term (subject to the
         election in Section 2.2 below).

                 (C) The restrictions on the Restricted Shares granted pursuant
         to a Stock Retainer shall lapse on 50% of the Restricted Shares upon a
         Director's completion of six months of service on the Board following
         the Stock Retainer Grant Date and shall lapse on 100% of the Restricted
         Shares upon a Director's completion of one year of service on the Board
         following the Stock Retainer Grant Date. A Director who terminates his
         or her service on the Board prior to the lapse of such restrictions
         shall forfeit the Restricted Shares for which the restrictions have not
         lapsed as of the date of his or her termination of Board services.
         Restricted Shares may not be transferred, pledged, assigned or
         otherwise alienated or hypothecated until the restrictions have lapsed.
         Prior to the lapse of restrictions, a Director holding Restricted
         Shares granted



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         hereunder may exercise full voting rights with respect to the
         Restricted Shares. Also during the restriction period, a Director shall
         be entitled to receive all dividends and other distributions paid with
         respect to the Restricted Shares. If any dividends or distributions are
         paid in shares of Common Stock during the restriction period, the
         dividend or other distribution shares shall be subject to the same
         restrictions on transferability as the Restricted Shares with respect
         to which they were paid.

                 (D) Each certificate representing Restricted Shares shall bear
         the following legend:

                 The sale or other transfer of the shares of stock represented
                 by this certificate, whether voluntary, involuntary or by
                 operation of law, is subject to certain restrictions on
                 transfer set forth in the Champion Enterprises, Inc. 2000
                 Stock Compensation Plan for Nonemployee Directors (as amended
                 and restated effective December 2, 2003) ("Plan"), rules and
                 administrative guidelines adopted pursuant to such Plan and
                 the Stock Retainer grant of Restricted Shares dated
                 __________, 200__. A copy of the Plan, and such rules and
                 administrative guidelines that pertain to the Stock Retainer
                 grant of Restricted Shares may be obtained from the General
                 Counsel of Champion Enterprises, Inc.

2.       Continuation of Plan.  Except as amended above, the Plan shall remain
in full force and effect.

                 IN WITNESS WHEREOF, this 4TH Amendment to the Champion
Enterprises, Inc. 2000 Stock Compensation Plan for Nonemployee Directors has
been executed on behalf of the Corporation on this the ____ day of
_____________, 2003.


                                       CHAMPION ENTERPRISES INC.



                                       By:_______________________
                                              Albert A. Koch
                                       Chairman of the Board of Directors,
                                       President and Chief Executive Officer



BOARD APPROVAL OF AMENDMENT:  12/2/03