**Exhibit 10.3.2**

**MONACO COACH CORPORATION**

**1993 STOCK PLAN**

**RESTRICTED STOCK UNIT**

**AGREEMENT**

THIS RESTRICTEDSTOCK AGREEMENT (the “Agreement”) is effective as of (Date) (the “Date of Grant”), between MONACO COACH CORPORATION (hereinafter called the “Company”) and (NAME)****(hereinafter called the “Participant”).  Unlessotherwise defined herein, the terms defined in the amended and restated 1993Stock Plan (the “Plan”) will have the same defined meanings in this Agreement.

1.             **AwardGrant**.  The Company herebyawards to Participant (   #  ) Restricted Stock Units under the Plan.  Each Restricted Stock Unit represents a rightto receive a Share at the times and subject to the terms and conditions as setforth herein.  Prior to actual payment ofany vested Restricted Stock Units, such Restricted Stock Unit will represent anunsecured obligation of the Company, payable (if at all) only from the generalassets of the Company.

2.             **Obligationto Pay**.  No RestrictedStock Units will vest hereunder unless and until the Company achieves either(A) 10% return on equity for the Company’s fiscal year 2007, or (B) an averageof 10% return on equity for the Company’s fiscal years from 2007 through 2009(the “Performance Condition”), except that if the Company experiences a Changein Control prior to the commencement of the Company’s 2010 fiscal year, thenvesting of the Restricted Stock Units will no longer be conditioned upon theachievement of either of the performance objectives set forth in clauses (A)and (B) and the Performance Condition will be deemed to have beensatisfied.  Subject to satisfaction ofthe Performance Condition and any vesting acceleration provisions set forthherein or in the Plan, one hundred percent (100%) of the Restricted Stock Unitswill vest on the third (3rd) anniversary of the Date of Grant, subject toParticipant continuing to be an Employee through such date.  Notwithstanding the vesting schedule in theprevious sentence, in the event Participant ceases to be an Employee as theresult of Participant’s death, Disability or Retirement, 100% of the RestrictedStock Units will immediately vest in full; provided, however, that if at thetime of such termination the Performance Condition has not been satisfied, thenthe Restricted Stock Units will vest if and to the extent the PerformanceCondition is thereafter satisfied, which will be settled at the time suchcondition is satisfied.  In addition, ifwithin twelve (12) months of a Change in Control (i) the Company (or theAffiliate employing Participant) terminates Participant as an Employee withoutCause, or (ii) Participant resigns as an Employee for Good Reason, then 100% ofthe Restricted Stock Units will immediately vest in full.  Subject to the foregoing provisions of thisparagraph and the provisions of the Plan, in the event Participant ceases to bean Employee for any or no reason before Participant vests in the right toreceive the Shares to be issued pursuant to the Restricted Stock Unit or itbecomes no longer possible to satisfy the Performance Condition, the RestrictedStock Units and Participant’s right to receive any Shares with respect theretowill immediately terminate.

For purposes of thisSection 2, “Cause” is defined as (i) an act of dishonesty made byParticipant in connection with Participant’s responsibilities as an Employee,(ii) Participant’s conviction of, or plea of nolo contendere to, afelony, (iii) Participant’s gross misconduct, or (iv) Participant’scontinued substantial violations of his employment duties after Participant hasreceived a demand for performance from the Company.

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Forpurposes of this Section 2, “Return on Equity” is defined as premanagement-bonus earnings before interest, tax, depreciation and amortizationdivided by beginning equity.

For purposes of thisSection 2, “Good Reason” is defined as (i) a significant reduction ofParticipant’s duties, position or responsibilities, or the removal ofParticipant from such position and responsibilities, unless Participant isprovided with a comparable position (i.e., a position of equal or greaterorganizational level, duties, authority and compensation); *provided, however,* that a reduction induties, position or responsibilities solely by virtue of a Change in Controlshall not constitute “Good Reason”, (ii) the reduction of Participant’saggregate base salary and target bonus opportunity (“Base Compensation”) belowParticipant’s Base Compensation immediately prior to such reduction, unless theCompany also similarly reduces the Base Compensation of all other similarlysituated employees of the Company (and its successor) or (iii) a relocation ofParticipant’s principal place of employment by more than fifty (50) miles.

# 3.             **Payment after Vesting**.  AnyRestricted Stock Units that vest in accordance with Section 2 will be paid toParticipant (or in the event of Participant’s death, to his or her estate) inwhole Shares, subject to Participant satisfying any applicable tax withholdingobligations as set forth in Section 8.  Notwithstandingthe foregoing sentence, to the extent necessary to avoid the imposition of anyadditional tax or income recognition under Section 409A of the Code prior to orupon the actual payment of Shares pursuant to this Award of Restricted StockUnits, any Restricted Stock Units that vest in accordance with Section 2 willbe paid to Participant (or in the event of Participant’s death, to his or herestate) no earlier than six (6) months and one (1) day following the date ofParticipant’s termination of employment with the Company (or any Affiliate),subject to Section 8.  The Participantwill not be required to make any additional monetary payment (other thanapplicable tax withholding, if any) upon settlement of the Award.

# 4.             **Payments after Death**.  Any distribution or delivery to be made toParticipant under this Agreement will, if Participant is then deceased, be madeto Participant’s designated beneficiary, or if no beneficiary survivesParticipant, the administrator or executor of Participant’s estate.  Any such transferee must furnish the Companywith (a) written notice of his or her status as transferee, and(b) evidence satisfactory to the Company to establish the validity of thetransfer and compliance with any laws or regulations pertaining to saidtransfer.

# 5.             **Rights as Stockholder**. Except as set forth in Section 4, neither Participant nor any personclaiming under or through Participant will have any of the rights or privilegesof a stockholder of the Company in respect of any Shares deliverable hereunder,unless and until certificates representing such Shares will have been issued,recorded on the records of the Company or its transfer agents or registrars,and delivered to Participant.

# 6.             **Dividend Equivalent Rights.**  In the event cash dividends are paid withrespect to Common Stock on and after the Date of Grant and before thesettlement of the Award pursuant to Section 3, on the date this Award issettled upon vesting of Restricted Stock Units pursuant to Section 3,Participant will also receive an amount of cash equal to the per Share amountof cash dividends so paid on or after the Date of Grant and before settlementmultiplied by the number of Shares actually deliverable upon settlement of thisAward.

# 7.             **Effect on Employment**. Participant acknowledges and agrees that the vesting of the Restricted StockUnits pursuant to Section 2 hereof is earned only by Participant continuing tobe an Employee through the applicable vesting dates (and not through the act ofbeing hired or acquiring Shares 

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# hereunder).  Participant further acknowledges and agrees thatthis Agreement, the transactions contemplated hereunder and the vestingschedule set forth herein do not constitute an express or implied promise ofParticipant continuing to be an Employee for the vesting period, for anyperiod, or at all, and will not interfere with the Participant’s right or theright of the Company (or the Affiliate employing Participant) to terminateParticipant as an Employee at any time, with or without cause.

# 8.             **Tax Withholding**.  Notwithstandingany contrary provision of this Agreement, no certificate representing theShares will be issued to Participant and no cash will be paid pursuant toSection 6, unless and until satisfactory arrangements (as determined by theAdministrator) will have been made by Participant with respect to the paymentof income, employment and other taxes which the Company determines must bewithheld with respect to such Shares so issuable and/or cash to be paid.  All income, employment and other taxesrelated to this Restricted Stock Unit Award and any Shares or cash delivered inpayment thereof are the sole responsibility of Participant.  Any cash payments to be made pursuant toSection 6 hereof will be reduced to satisfy any applicable tax withholdingrequirements with respect to such amounts. The Administrator, in its sole discretion and pursuant to suchprocedures as it may specify from time to time, may permit Participant tosatisfy such tax withholding obligation with respect to Shares issuablehereunder, in whole or in part by one or more of the following (withoutlimitation): (a) paying cash, (b) electing to have the Companywithhold otherwise deliverable Shares having a Fair Market Value equal to theamount required to be withheld, (c) delivering to the Company alreadyvested and owned Shares having a Fair Market Value equal to the amount  required to be withheld, or (d) sellinga sufficient number of such Shares otherwise deliverable to Participant throughsuch means as the Company may determine in its sole discretion (whether througha broker or otherwise) equal to the amount required to be withheld.  The Company, in its sole discretion, may useany cash amounts that are to be paid pursuant to Section 6 to satisfy any taxwithholding otherwise due with respect to the issuance of Shares pursuant to thethis Restricted Stock Unit Award.  IfParticipant fails to make satisfactory arrangements for the payment of anyrequired tax withholding obligations hereunder at the time any applicableRestricted Stock Units otherwise are scheduled to vest pursuant to Section 2,Participant will permanently forfeit such Restricted Stock Units and the rightto receive any Shares with respect thereto and such Restricted Stock Units willbe returned to the Company at no cost to the Company.

# 9.             **Additional Conditions to Issuanceof Stock**.  If at any time the Company will determine, inits discretion, that the listing, registration or qualification of the Sharesupon any securities exchange or under any state or federal law, or the consentor approval of any governmental regulatory authority is necessary or desirableas a condition to the issuance of Shares to Participant (or his estate), suchissuance will not occur unless and until such listing, registration,qualification, consent or approval will have been effected or obtained free ofany conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of anyShares will violate federal securities laws or other applicable laws, theCompany will defer delivery until the earliest date at which the Companyreasonably anticipates that the delivery of Shares will no longer cause suchviolation.  The Company will make allreasonable efforts to meet the requirements of any such state or federal law orsecurities exchange and to obtain any such consent or approval of any suchgovernmental authority.

# 10.           **Restrictions on Sale ofSecurities**.  Subject to Section 9, the Shares issued aspayment for vested Restricted Stock Units awarded under this Agreement will beregistered under the federal securities laws and will be freely tradable uponreceipt.  However, Participant’ssubsequent sale of the Shares will be subject to any market blackout-periodthat may be imposed by the Company and must comply with the Company’s insidertrading policies, and any other applicable securities laws.

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# 11.           **Successors**. Subject to the limitation on the transferability of this grant containedherein, this Agreement will be binding upon and inure to the benefit of theheirs, legatees, legal representatives, successors and assigns of the partieshereto.

# 12.           **Address for Notices**.  Anynotice to be given to the Company under the terms of this Agreement will beaddressed to the Company, in care of it Secretary at Monaco Coach Corporation,91320 Coburg Industrial Way, Coburg, Oregon 97408, or at such other address asthe Company may hereafter designate in writing.

# 13.           **Transferability**. Except to the limited extent provided in Section 4, this grant andthe rights and privileges conferred hereby will not be transferred, assigned, pledgedor hypothecated in any way (whether by operation of law or otherwise) and willnot be subject to sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,hypothecate or otherwise dispose of this grant, or any right or privilegeconferred hereby, or upon any attempted sale under any execution, attachment orsimilar process, this grant and the rights and privileges conferred herebyimmediately will become null and void.

# 14.           **Plan Governs**.  ThisAgreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one ormore provisions of this Agreement and one or more provisions of the Plan, theprovisions of the Plan will govern.

# 15.           **Administrator Authority**.  TheAdministrator will have the power to interpret the Plan and this Agreement andto adopt such rules for the administration, interpretation and application ofthe Plan as are consistent therewith and to interpret or revoke any such rules(including, but not limited to, the determination of whether or not anyRestricted Stock Units have vested).  Allactions taken and all interpretations and determinations made by theAdministrator in good faith will be final and binding upon Participant, theCompany and all other interested persons. No member of the Administrator will be personally liable for any action,determination or interpretation made in good faith with respect to the Plan orthis Agreement.

# 16.           **Electronic Delivery**.  TheCompany may, in its sole discretion, decide to deliver any documents related toRestricted Stock Units awarded under the Plan or future Restricted Stock Unitsthat may be awarded under the Plan by electronic means or request Participant’sconsent to participate in the Plan by electronic means.  Participant hereby consents to receive suchdocuments by electronic delivery and agrees to participate in the Plan throughan on-line or electronic system established and maintained by the Company oranother third party designated by the Company.

# 17.           **Captions**. Captions provided herein are for convenience only and are not to serveas a basis for interpretation or construction of this Agreement.

# 18.           **Agreement Severable**.  Inthe event that any provision in this Agreement will be held invalid orunenforceable, such provision will be severable from, and such invalidity orunenforceability will not be construed to have any effect on, the remainingprovisions of this Agreement.

# 19.           **Entire Agreement**.  ThisAgreement constitutes the entire understanding of the parties on the subjectscovered.  The Participant expresslywarrants that he or she is not executing this Agreement in reliance on anypromises, representations, or inducements other than those contained herein.

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# 20.           **Modifications to the Agreement**.  ThisAgreement constitutes the entire understanding of the parties on the subjectscovered.  The Participant expresslywarrants that he or she is not accepting this Agreement in reliance on anypromises, representations, or inducements other than those containedherein.  Modifications to this Agreementor the Plan can be made only in an express written contract executed by a dulyauthorized officer of the Company.  Notwithstandinganything to the contrary in the Plan or this Agreement, the Company reservesthe right to revise this Agreement as it deems necessary or advisable, in itssole discretion and without the consent of Participant, to comply with Section409A of the Code or to otherwise avoid imposition of any additional tax orincome recognition under Section 409A of the Code prior to the actual paymentof Shares pursuant to this Award of Restricted Stock Units.

# 21.           **Amendment, Suspension orTermination of the Plan**.  By accepting this Award, the Participantexpressly warrants that he or she has received a right to acquire Shares underthe Plan, and has received, read and understood a description of the Plan.  The Participant understands that the Plan isdiscretionary in nature and may be modified, suspended or terminated by theCompany at any time.

# 22.           **Governing Law**.  ThisAgreement shall be governed by the laws of the State of Oregon, without givingeffect to the conflict of law principles thereof.  For purposes of litigating any dispute thatarises under this Award of Restricted Stock Units or this Agreement, theparties hereby submit to and consent to the jurisdiction of the State of Oregon**,** and agree that such litigation shall be conducted in thecourts of Lane County, Oregon, or the federal courts for the United Stateslocated in or around Lane County, Oregon, and no other courts, where this Awardof Restricted Stock Units is made and/or to be performed.

INWITNESS WHEREOF, the parties have signed this Agreement effective as of thedate and year indicated above.
|             | MONACO COACH CORPORATION |
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