NOBILITY HOMES, INC. 



AMENDMENT
TO  
STOCK
INCENTIVE PLAN  



        This
Amendment to the Nobility Homes, Inc. Stock Incentive Plan (“Plan”) has been
adopted by the Board of Directors of Nobility Homes, Inc. in order to conform the Plan to
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and to
make certain other changes to the Plan. 



        The
Plan is hereby amended, effective January 1, 2009, as follows: 



        1.                 The
definition of the term “Affiliate” is amended in its entirety to
          provide as follows:  




	 	
“Affiliate”means
a corporation or other entity in which the Company holds a controlling interest under
Treas. Reg. § 1.414(c)-2(b)(2)(i), but determined by applying the phrase “at
least 50 percent” in the place of the phrase “at least 80 percent”each
place that it appears in such Treasury Regulation or Section 1563(a) of the Code and each
other entity so designated by the Committee as an Affiliate for “legitimate business
reasons” (within the meaning of Treas. Reg. § 1.409A-1(b)(5)(iii)(E)) in which
the Company holds a controlling interest under Treasury Regulation §1.414(c)-2(b)(2)(i),
but determined by applying the phrase “at least 20 percent” in the place of the
phrase “at least 80 percent” in each place it appears in such Treasury
Regulation or Section 1563(a) of the Code.  






        2.                 The
definition of the term “Fair Market Value” is amended in its           entirety
to provide as follows:  




	 	
“Fair
Market Value” shall mean with respect to a Share, for purposes of determining the
minimum exercise price of an Option on the Grant Date or otherwise, (i) if the Shares are
readily tradable on an established securities market, the closing price of a Share on
such market on the business day immediately prior to the Grant Date or (ii) if the Shares
are not readily tradable on an established securities market, the value determined by the
Committee as of the Grant Date through the reasonable application of a reasonable
valuation method and otherwise in accordance with Treas. Reg. § 1.409A-1(b)(5)(iv)(B).” 














        3.                 Section
4.3 of the Plan is amended by the addition of the following sentence at           the end
thereof.  




	 	
“In
no event shall the Committee adjust the terms of the Option in a manner that could cause
the Option to be treated as a grant of an new Option for purposes of Section 409A of the
Code and Treas. Reg. § 1.409A-1(b)(5)(v).” 






        4.                 The
second sentence of Section 5.1(b) of the Plan is hereby amended in its           entirety
to provide as follows:  




	 	
“The
Board of Directors shall also determine the method by which, and the form (including,
without limitation, cash, Shares, other securities, Awards, or other property, or any
combination thereof, having a fair market value, as determined by the Board of Directors
in its sole discretion, on the exercise date equal to the relevant exercise price), in
which payment of the Option exercise price may be made (including having the Company
reduce the number of Shares issued upon such exercise or other cashless exercise program).” 






        5.                 Section
5.2 of the Plan is amended by the addition of the following sentence at           the end
thereof.  




	 	
“The
foregoing notwithstanding, in no event shall the grant price per Share of a Stock
Appreciation Right be less than 100% of the Fair Market Value of a Share on the date of
grant of the stock appreciation right.” 






        6.                 The
phrase “Section 162(m) of the Code” where it appears in Section           8.1
of the Plan is hereby amended in each case to read “Sections 162(m) or
          409A of the Code”.  









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