Exhibit 10.1


 


FLEETWOOD ENTERPRISES, INC.


 


2005 DEFERRED COMPENSATION PLAN


 


 


EFFECTIVE JANUARY 1, 2005


 





















 


FLEETWOOD ENTERPRISES, INC.

2005 DEFERRED COMPENSATION PLAN


 


WHEREAS, Fleetwood Enterprises, Inc. (the “Company”) previously established
the Fleetwood Enterprises, Inc. Deferred Compensation Plan, the Fleetwood
Enterprises, Inc. Supplemental Benefit Plan and the Fleetwood Enterprises, Inc.
Benefit Restoration Plan (the “Fleetwood Plans”) to provide deferred
compensation benefits for a select group of management and highly compensated
employees;


 


WHEREAS, the Company froze the Fleetwood Plans, each effective December 31,
2004;


 


WHEREAS, the Company desires to establish an unfunded plan to provide benefits
to a select group of management or highly compensated employees within the
meaning of Section 201(2) of the Employee Retirement Income Security Act
of 1974, as amended; with respect to amounts of compensation deferred on or
after January 1, 2005; and


 


WHEREAS, the Plan is intended to meet the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended.


 


NOW, THEREFORE, the Company hereby adopts the Fleetwood
Enterprises, Inc. 2005 Deferred Compensation Plan, effective January 1, 2005,
with respect to any amounts of compensation deferred on or after January 1,
2005, as follows:


 


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TABLE OF CONTENTS


 


FLEETWOOD ENTERPRISES, INC.

2005 DEFERRED COMPENSATION PLAN


 


	
  1.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  “Base Rate”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  “Board”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  “Change in Control”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  “Code”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  “Committee”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  “Company”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  “Company Discretionary
  Accruals”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  “Deferred Compensation”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.9

  	
  “Disabled”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.10

  	
  “ERISA”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.11

  	
  “Fleetwood”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.12

  	
  “Key Employee”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.13

  	
  “Participant”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.14

  	
  “Plan”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.15

  	
  “Plan Quarter”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.16

  	
  “Plan Year”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.17

  	
  “Regulation”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.18

  	
  “Restricted Contribution
  Accruals”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.19

  	
  “Retirement”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.20

  	
  “Retirement Age”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.21

  	
  “Retirement Plan”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.22

  	
  “Subsidiary”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.23

  	
  “Unforeseeable Emergency”

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  PLAN ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  The Committee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Powers of the Committee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Organization and Operation of
  the Committee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Reliance on Reports

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Records and Reports

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Payment of Expense

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Indemnification

  	
   

  



 


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  2.8

  	
   

  	
  Standard of Review

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  ELIGIBILITY AND
  PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Eligibility

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Duration of Participation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  ACCRUALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Restricted Contribution
  Accruals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Company Discretionary Accruals

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  BOOKKEEPING ACCOUNTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  UNSECURED OBLIGATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  PAYMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Distributable Events

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Forms
  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Forfeiture

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Death

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  DISSOLUTION AND OTHER
  EVENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Dissolution or Change in
  Control of Fleetwood

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Subsidiary Reorganization

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  CLAIM
  TO DEFERRED COMPENSATION AND EMPLOYEE RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  NONTRANSFERABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  COURT
  ORDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  RELATIONSHIP TO
  OTHER BENEFITS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  EFFECT ON
  EMPLOYMENT AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  REQUIRED APPROVALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  AMENDMENT AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  AMENDMENT OF
  RETIREMENT PLAN

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  DE MINIMUS PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  INCOMPETENCY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  NOTICE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  GOVERNING
  LAW

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  PRONOUNS

  	
   

  



 


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FLEETWOOD ENTERPRISES, INC.

2005 DEFERRED COMPENSATION PLAN


 


(EFFECTIVE JANUARY 1, 2005)


 


1.                                      DEFINITIONS.


 


The
following terms shall have the respective meanings set forth below:


 


1.1                                 “Base Rate” 
means the rate of interest selected by the Committee in its sole and
absolute discretion.  Notwithstanding the
foregoing, upon and after a Change in Control, the “Base Rate” shall be the
greater of the base or prime rate charged from time to time by the Bank of
America, NT&SA or the rate in use immediately before the Change in Control.  The “Base Rate” shall be adjusted quarterly
as of the last day of each Plan Quarter based on the base rate in effect on the
last business day of such Plan Quarter.


 


1.2                                 “Board” 
means the Board of Directors of Fleetwood.


 


1.3                                 “Change in Control”  means the first to occur of any of the
following events:


 


 (a)  the acquisition (other than from the Company)
by any person, entity or “group,” within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (excluding, for this purpose, Fleetwood or its subsidiaries, or any
executive benefit plan of Fleetwood or its subsidiaries which acquires
beneficial ownership of voting securities of Fleetwood), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of twenty-five percent (25%) or more of either the then-outstanding shares of
common stock or the combined voting power of Fleetwood’s then-outstanding
voting securities entitled to vote generally in the election of directors; or


 


(b) 
individuals who, as of the date hereof, constitute the Board (as of the
date hereof the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by
Fleetwood’s stockholders, is or was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
Directors of Fleetwood) shall be, considered as though such person were a
member of the Incumbent Board; or


 


(c)  approval
by the stockholders of Fleetwood of a reorganization, merger or consolidation
with any other person, entity or corporation, other than


 


(1)  a merger
or consolidation which would result in the voting securities of Fleetwood
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of another
entity) more than fifty percent (50%) of the 


 


1





















 


combined voting power of the voting securities of Fleetwood or such
other entity outstanding immediately after such merger or consolidation, or


 


(2) a merger or consolidation effected to implement
a recapitalization of Fleetwood (or similar transaction) in which no person
acquires twenty-five percent (25%) or more of the combined voting power of
Fleetwood’s then outstanding voting securities; or


 


(d)  approval
by the stockholders of Fleetwood of a plan of complete liquidation of Fleetwood
or an agreement for the sale or other disposition by Fleetwood of all or
substantially all of the Company’s assets.


 


1.4                                 “Code” 
means the Internal Revenue Code of 1986, as it may be amended from time
to time.


 


1.5                                 “Committee” 
means a committee appointed by the President of Fleetwood.  The Committee shall consist of not less than
two members.  A member of the Committee
may also be a Participant under the Plan, but any Committee member who is such
a member shall not participate in any rulings by the Committee which relate to
his own distributions or elections or which are otherwise particularly
applicable to his own participation.


 


1.6                                 “Company” 
means Fleetwood and its Subsidiaries.


 


1.7                                 “Company
Discretionary Accruals”  means amounts
that are credited to a Participant’s account under Section 4.2.


 


1.8                                 “Deferred
Compensation”  means the total amounts credited to a
Participant’s account under the Plan as either a Company Discretionary Accrual
or a Restricted Contribution Accrual.


 


1.9                                 “Disabled” 
means the Participant (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Participant’s employer.


 


1.10                           “ERISA” 
means Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.


 


1.11                           “Fleetwood” 
means Fleetwood Enterprises, Inc., a Delaware corporation.


 


1.12                           “Key Employee” 
means any Employee or former Employee (including any deceased Employee)
who at any time during the Plan Year that includes the determination date was
an officer of the Employer having Compensation greater than $130,000 (as
adjusted under 


 


2





















 


Code Section 416(i)(1)), a five-percent owner of
the Employer, or a 1-percent owner of the Employer having Compensation of more
than $150,000.  For this purpose,
Compensation means compensation within the meaning of Code
section 415(c)(3).  The
determination of who is a Key Employee will be made in accordance with Code
Section 409A and Section 416(i)(1) (without regard to paragraph (5) thereof)
and the applicable regulations and other guidance of general applicability issued
thereunder.


 


1.13                           “Participant” 
means a person described in Section 3.


 


1.14                           “Plan” 
means the Fleetwood Enterprises, Inc. 2005 Deferred Compensation Plan,
as it may be amended from time to time.


 


1.15                           “Plan Quarter” 
means the applicable quarters of the calendar year, ending respectively
on March 31, June 30, September 30, and December 31.


 


1.16                           “Plan Year” 
means the calendar year.


 


1.17                           “Regulation” 
means the Internal Revenue Service regulation specified, as it may be
changed from time to time.


 


1.18                           “Restricted Contribution Accruals”  means the Company contributions which would
have been allocated to the account of the Participant in the Retirement Plan
for the Plan Year but for the limitations imposed by Sections 415 and 417 of
the Code.


 


1.19                           “Retirement” 
means the voluntary or involuntary termination of the Participant’s
employment for reasons other than death or disability, occurring at or after
the time when the Participant has attained Retirement Age.


 


1.20                           “Retirement Age”  means age 65.


 


1.21                           “Retirement Plan”  means the Fleetwood 401(k) Plan as now in
effect or hereafter amended.


 


1.22                           “Subsidiary” 
means such corporations, fifty percent (50%) or more of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
Subsidiaries that have been designated in writing by the Committee to be
Subsidiaries for this purpose.


 


1.23                           “Unforeseeable Emergency”  means a severe financial hardship to the
Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in section 152(a) of the Code)
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.


 


3





















 


2.                                      PLAN
ADMINISTRATION.


 


2.1                                 The
Committee


 


The
Committee shall administer the Plan in accordance with its terms.


 


2.2                                 Powers
of the Committee


 


The
Committee shall have full power and authority to adopt and revise such rules
and procedures as it shall deem necessary for the administration of the Plan.  The decision of the Committee with respect to
any question arising under this Plan shall be final, conclusive and binding on
all persons.


 


2.3                                 Organization
and Operation of the Committee


 


The
Committee shall act by a majority of its members at the time in office, and
such action may be taken either by a vote at a meeting or in writing without a
meeting.  The Committee may authorize any
one or more of its members to execute any document or documents on behalf of
the Committee.  The Committee may appoint
such accountants, counsel, specialists, and other persons as it deems necessary
or desirable in connection with the administration of this Plan.


 


2.4                                 Reliance
on Reports


 


Each
member of the Committee and each member of the Board shall be fully justified
in relying or acting in good faith upon any opinion or report made by the
independent public accountants of the Company and upon any other opinions,
reports or information furnished in connection with the Plan by any accountant,
counsel, or other specialist (including financial officers of the Company,
whether or not such persons may be Participants under the Plan).  In no event shall any person who is or shall
have been a member of the Committee or of the Board be liable for any
determination made or other action taken or any omission to act in reliance
upon any such opinion, report or information or for any action, including the furnishing
of information, taken or failure to act, if in good faith.


 


2.5                                 Records
and Reports


 


The
Committee shall keep a record of all its proceedings and acts, and shall keep
all such books of accounts, records, and other data as may be necessary for
proper administration of the Plan.


 


2.6                                 Payment
of Expense


 


Unless
otherwise determined by the Board, the members of the Committee shall serve
without compensation for services as such, but all expenses of the Committee
shall be paid by the Company.  Such expenses
shall include any expenses incident to the functioning of the Committee,
including, but not limited to, fees of accountants, counsel, and other
specialists, and other costs of administering the Plan.


 


2.7                                 Indemnification


 


Each
person who is or shall have been a member of the Committee or of the Board
shall be indemnified and held harmless by Fleetwood against and from any loss,
cost, liability, or 


 


4





















 


expense
that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be a
party or in which he may be involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the approval of Fleetwood, or paid by him in
satisfaction of judgment in any such action, suit, or proceeding against him,
provided he shall give Fleetwood an opportunity, at its own expense, to handle
and defend it on his own behalf.  The
foregoing rights of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the certificate
of incorporation or bylaws of Fleetwood, as a matter of law, or otherwise, or
any power that Fleetwood may have to indemnify them or hold them harmless.


 


2.8                                 Standard
of Review


 


The
Committee has full and absolute discretion in the exercise of each and every
aspect of the rights, power, authority and duties retained or granted it under
the Plan, including without limitation, the authority to determine all facts,
to interpret this Plan, to apply the terms of this Plan to the facts
determined, to make decisions based upon those facts and to make any and all
other decisions required of it by this Plan, such as the right to benefits, the
correct amount and form of benefits, the determination of any appeal, the
review and correction of the actions of any prior administrative committee, and
the other rights, powers, authority and duties specified in this paragraph and
elsewhere in this Plan.  Notwithstanding
any provision of law, or any explicit or implicit provision of this document,
any action taken, or finding, interpretation, ruling or decision made by the
Committee in the exercise of any of its rights, powers, authority or duties
under this Plan shall be final and conclusive as to all parties, including
without limitation all Participants, former Participants and beneficiaries,
regardless of whether the Committee or one or more of its members may have an
actual or potential conflict of interest with respect to the subject matter of
the action, finding, interpretation, ruling or decision.  No final action, finding, interpretation,
ruling or decision of the Committee shall be subject to de novo review in any
judicial proceeding.  No final action,
finding, interpretation, ruling or decision of the Committee may be set aside
unless it is held to have been arbitrary and capricious by a final judgment of
a court having jurisdiction with respect to the issue.


 


3.                                      ELIGIBILITY AND
PARTICIPATION.


 


3.1                                 Eligibility


 


The
Committee shall designate these employees eligible to participate in this
Plan.  Subject to the provisions of
Section 14, once a person has been selected as a Participant under this Plan
with respect to a Plan Year, such person shall remain a Participant for such
Plan Year until such Participant’s participation is terminated pursuant to
Section 3.2.


 


3.2                                 Duration
of Participation


 


A
Participant shall cease to be a Participant upon the earliest of such
Participant’s (i) death, (ii) disability, (iii) Retirement,
(iv) termination of employment or (v) receipt of the full amount of
Deferred Compensation, if any, payable to such Participant under this Plan.  The transfer of a Participant during any Plan
Year of his employment between Fleetwood and any 


 


5





















 


Subsidiary,
or between Subsidiaries, shall not affect any election of such Participant made
prior to the date of such transfer.


 


4.                                      ACCRUALS


 


4.1                                 Restricted
Contribution Accruals.


 


The
account of each Participant shall be credited with amounts equal to the Company
allocation the Participant would have received in the Retirement Plan but for
the limitations of Sections 415 and 401(a)(17) of the Code; plus the
interest, if any, computed under Section 4.3.


 


4.2                                 Company
Discretionary Accruals.


 


The
Company, in its sole discretion, may at any time credit the account of any
individual Participant with such amount as it shall determine.


 


4.3                                 Interest


 


Amounts
credited under this Plan shall bear interest at a rate per annum equal to the
lesser of


 


(a)                                  the Base Rate computed pursuant to
Section 1.1, or


 


(b)                                 the maximum rate permitted under
California law.


 


Interest
shall be credited and compounded quarterly as of the end of each Plan
Quarter.  Participants’ accounts shall be
accurately and timely credited with interest earned hereunder.


 


5.                                      Vesting


 


A
Participant shall have a 100 percent nonforfeitable interest in his Company
Discretionary Accruals under the Plan at all times.  A Participant will also have a 100 percent
nonforfeitable interest in any increase in the Company Discretionary Accruals
as a result of the crediting of interest in accordance with Section 4.3.


 


A
Participant’s vested percentage of the amounts credited to his Restricted
Contribution Accruals Account under this Plan shall be the same as his vested
percentage of amounts credited to his account under the Retirement Plan.


 


6.                                      BOOKKEEPING
ACCOUNTS.


 


A
separate and distinct unfunded, unsecured account shall be established and
maintained by the Company on its books for the Participant.  Amounts accrued by the Company pursuant to
this Plan shall be credited to such Participant’s account as the accruals
occur.  Amounts accrued under this Plan
shall bear interest computed in accordance with Section 4.3.  Interest shall be credited and compounded
quarterly as of the end of each Plan Quarter.


 


6





















 


7.                                      UNSECURED
OBLIGATION.


 


Participants
under this Plan shall not have any interest in any fund or specific assets of
the Company by reason of this Plan.  No
trust fund shall be created in connection with the Plan, and there shall be no
funding of amounts which may become or are payable to any Participant;
provided, that benefits under this Plan may be funded in whole or in part
through the Fleetwood Enterprises Master Deferred Compensation Trust, a grantor
trust described in Section 671 of the Code; provided further, that upon a
Change in Control, the Company must immediately contribute an amount, if any,
to such trust sufficient so that all benefits earned and credited hereunder
through such Change shall be fully funded through such trust.  A Participant’s rights under such trust shall
be governed solely by the instrument or instruments governing such trust.


 


8.                                      PAYMENT


 


8.1                                 Distributable
Events


 


A
distribution of the vested portion of the amount of Deferred Compensation
credited to a Participant’s account under this Plan, may be made or may
commence being made following the occurrence of any of the following events:


 


(a)                                  separation from service (as determined in
accordance with the Regulations under Section 409A of the Code);


 


(b)                                 the date the Participant becomes
Disabled;


 


(c)                                  the date of the Participant’s death;


 


(d)                                 to the extent provided by the Regulations
under Section 409A of the Code, a Change in Control, or


 


(e)                                  the occurrence of an Unforeseeable
Emergency.


 


In
the case of any Key Employee, distributions may not be made before the date
which is 6 months after the date of separation from service (or, if earlier,
the date of death of the employee).


 


A
distribution on account of an Unforeseeable Emergency is permitted only if, as
determined under Regulations promulgated under Section 409A of the Code, the
amounts distributed with respect to an emergency do not exceed the amounts
necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship).


 


8.2                                 Forms of Payment


 


The
vested portion of the amount of Deferred Compensation credited to a
Participant’s 


 


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account
under this Plan, shall, subject to the provisions of Sections 8.1, 5 and
18, be paid in accordance with the written election of a Participant.


 


(a)                                  In such election, the Participant shall
designate either one or a combination of the following payment options:


 


(i)                                     a lump sum upon employment termination
with the Company, or in the first week of January of a designated year (1st,
2nd, 3rd, etc.) following termination;


 


(ii)                                  consecutive annual installments of not
less than $10,000 each, such installments to commence in the first week of
January of a designated year (1st, 2nd, 3rd,
etc.) following employment termination with the Company and payable over a
period not to exceed 20 years from the date of employment termination; or


 


(iii)                               a lump sum amount of less than the
Participant’s entire benefit, in accordance with (i) above, followed by
installment payments of the balance in accordance with (ii), above.


 


Notwithstanding the provisions of this Section
8.2(a), without the prior written consent of the Committee, the receipt of
amounts deferred under the Plan may not be deferred to a date which is later
than twenty (20) years following the end of the calendar year which includes
the Participant’s Retirement Age or Retirement, whichever is later.


 


(b)                                 A Participant may modify any election at
any time that is no later than 12 months before the date on which such amounts
were scheduled to be paid or commence to be paid under the Participant’s or
former Participant’s original election, and such election change will not be
effective until 12 months after the date of the election change.  In addition, any such election change may not
provide for a payment or commencement of payment that is earlier than 5 years
after the date on which such payment would otherwise have been made.


 


(c)                                  If no separate election is made
hereunder, payment to the Participant shall be made in a lump sum in January of
the year following termination of employment with the Company.


 


8.3                                 Forfeiture


 


To
the extent that a percentage of the Participant’s account or accounts in the
Retirement Plan attributable to the Company contributions is forfeited because
of termination of employment, an equal percentage of the Participant’s
Restricted Contribution Accruals under this Plan shall be forfeited, subject to
provisions of restoration which may be provided by the Retirement Plan.


 


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8.4                                 Death


 


Upon
the death of a Participant, all funds will be paid to the Participant’s
designated beneficiary or beneficiaries in the form selected by the Participant
unless the beneficiary and the Committee agree to payment in an immediate lump
sum.


 


A
Participant may designate a beneficiary or beneficiaries by means of a written
election on a form authorized for such purpose by the Committee.  A Participant may change such election at any
time on a form authorized for such purpose by the Committee.  If a Participant does not make an election in
accordance with this Section and has previously designated a beneficiary or
beneficiaries under the Participant’s Retirement Plan, then that designation
shall be effective for purposes of this Plan.


 


9.                                      DISSOLUTION AND
OTHER EVENTS.


 


9.1                                 Dissolution
or Change in Control of Fleetwood.


 


(a)                                  To the extent permitted under Regulations
promulgated under Section 409A of the Code, if Fleetwood is liquidated or
dissolved, then with respect to any amounts which may then or thereafter become
payable to a Participant or a Participant’s beneficiary or successors under
Section 8 of this Plan, the Company shall pay such amount promptly in
cash, without regard to any elections with respect to deferrals or installments
which the Participant may have in effect. 
Payment shall be made upon the earlier to occur of (i) a
liquidation or dissolution with respect to the Company or (ii) a
determination made by the Board in the exercise of its discretion that such
liquidation or dissolution is imminent.


 


(b)                                 The occurrence of a Change in Control
shall not affect the payment of amounts hereunder, and all benefits hereunder
shall remain deferred and shall be paid in accordance with Participant
elections as specified in Section 8 hereof.  A Participant shall, however, be indemnified
and held harmless for any costs incurred, including without limitation
attorneys’ fees, in the course of and in order to receive payments of amounts
to which he or she becomes entitled after a Change in Control.


 


9.2                                 Subsidiary
Reorganization


 


If
the assets of one Subsidiary are transferred to another Subsidiary by
merger,  consolidation, transfer of
assets, transfer of capital stock or otherwise, the transferee Subsidiary shall
assume amounts which may then or thereafter become payable by the transferor
Subsidiary to a Participant or a Participant’s beneficiaries or successors
under the provisions of this Plan.  For
purposes of this Section, a Subsidiary may include Fleetwood.


 


10.                               CLAIM
TO DEFERRED COMPENSATION AND EMPLOYEE RIGHTS.


 


No
employee or other person shall have any claim or right to become a Participant
under this Plan except as provided herein. 
Neither this Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of the Company.  Benefits shall be paid in accordance with the
provisions of this instrument.  If and to
the extent benefits are not automatically paid hereunder, the Participant, or a
Beneficiary or any other person claiming through the Participant, shall make a
written request for benefits under this Plan. 



 


9





















 


This
written claim shall be mailed or delivered to the Committee.  Such claim shall be reviewed by the Committee
or its delegate.


 


(a)                                  If the claim is denied, in whole or in
part, the Committee or its delegate shall provide a written notice within
ninety (90) days setting forth the specific reasons for denial, and any
additional material or information necessary to perfect the claim, and an
explanation of why such material or information is necessary, and appropriate
information and explanation of the steps to be taken if a review of the denial
is desired.


 


(b)                                 If the claim is denied and a review by
the full Committee is desired, the Participant (or Beneficiary) shall notify
the Committee or its delegate in writing within sixty (60) days of the denial
(a claim shall be deemed denied if the Committee does not take any action
within the aforesaid ninety (90) day period). 
In requesting a review, the Participant or his Beneficiary may request a
review of the Plan document or other pertinent documents with regard to the
Plan, may submit any written issues and comments, may request an extension of
time for such written submission of issues and comments, and may request that a
hearing be held, but the decision to hold a hearing shall be within the sole
discretion of the Committee.


 


(c)                                  The decision on the review of the denied
claim shall be rendered by the Committee within sixty (60) days after the
receipt of the request for review (if no hearing is held) or within sixty (60)
days after the hearing if one is held. 
The decision shall be written and shall state the specific reasons for
the decision, including reference to specific provisions of the Plan on which
the decision is based.


 


11.                               NONTRANSFERABILITY.


 


Except
as may be permitted by the Retirement Plan or in order to pay death benefits as
provided hereunder, a person’s rights and interest under this Plan, including
amounts payable, may not be assigned, pledged, transferred or otherwise
hypothecated.


 


12.                               COURT ORDERS.


 


Notwithstanding
any other provisions hereof, the Committee may respond as it deems appropriate
in its sole and absolute discretion to any court ordered payment (including
without limitation those pertaining to child support or alimony).  Appropriate responses may include, without
limitation, affording the non-Participant spouse the same rights enjoyed by the
Participant spouse to modify a previously elected or determined payment format,
subject to the provisions hereof.


 


13.                               RELATIONSHIP
TO OTHER BENEFITS.


 


No
payment under the Plan shall be taken into account for determining any benefits
under any pension, retirement, profit sharing, group insurance or other benefit
plan of the Company.


 


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14.                               EFFECT
ON EMPLOYMENT AGREEMENTS.


 


By
consenting to the terms of this Plan each Participant agrees that his
employment agreement with the Company, as in effect from time to time and whether
executed prior to or after becoming a Participant under the Plan, shall be
supplemented and amended to the extent necessary to be consistent with the
Plan.  In the event of any conflict
between the terms of a Participant’s employment agreement with the Company and
the terms of this Plan, the terms of this Plan shall prevail.


 


15.                               REQUIRED APPROVALS.


 


All
rights and obligations of Participants and the Company under this Plan are
specifically contingent upon the obtaining of all necessary regulatory and other
approvals and compliance with all applicable federal, state and local laws,
ordinances, rules and regulations. 
Specifically, without limiting the foregoing, each Participant by
participating in this Plan and the Company by accommodating such participation
agree that the sale of any securities which are the subject of this Plan has
not been qualified with the Commissioner of Corporations of the State of
California and the issuance of such securities and the payment or receipt of
the consideration therefore prior to such qualification is unlawful.  The rights of all parties to this Plan
(including all Participants and the Company or its Subsidiaries) are expressly
conditioned upon such qualification being obtained.


 


16.                               AMENDMENT AND
TERMINATION.


 


The
Board may terminate this Plan or modify or amend this Plan in such respects as
it shall deem advisable.  No termination
or amendment of the Plan, however, shall reduce the amount of the benefit which
a person who is a Participant at the time such termination or amendment occurs
has already become entitled to.


 


No
amendment of the Plan shall be construed to apply to any amounts deferred on or
before December 31, 2004 under the Fleetwood Enterprises, Inc. Deferred
Compensation (Amended and Restated Effective April 1, 1995), as amended
thereafter, the Fleetwood Enterprises, Inc. Supplemental Benefit Plan (Amended
and Restated Effective April 1, 1995), as amended thereafter or the Fleetwood
Enterprises, Inc. Benefit Restoration Plan (Amended and Restated Effective
April 1, 1995), as amended thereafter.


 


17.                               AMENDMENT OF
RETIREMENT PLAN.


 


In
the event that any provision of the Retirement Plan is amended, said amendment
to the extent not in direct conflict with express provisions of this Plan shall
be equally applicable to the payment of benefits under this Plan.


 


18.                               DE MINIMUS
PAYMENTS.


 


Notwithstanding
any other provision of this Plan or the Retirement Plan to the contrary, in the
event that amounts become payable to a Participant or to his or her successor
under the terms of this Plan and the present value of such amounts is less than
$10,000.00, the Committee may, at its sole discretion, direct the present value
of such amounts to be paid in a lump sum cash 


 


11





















 


payment.


 


19.                               INCOMPETENCY.


 


Every
person receiving or claiming a benefit under this Plan shall be conclusively
presumed to be mentally competent until the date on which the Committee
receives a written notice, in form and manner acceptable to the Committee, that
such person is incompetent and that a guardian, conservator or other person
legally vested with the care of his or her estate has been appointed; provided,
however, that if the Committee shall determine in its sole discretion that any
person to whom a benefit is payable under this Plan is unable to care for his
or her affairs because of incompetency, any payments due (unless a prior claim
therefore shall have been made by a duly appointed legal representative may be
paid to the spouse, a child, a parent, a brother or sister of such person, or
to any person or institution deemed by the Committee to have incurred expenses
for such person otherwise entitled to payment. 
In the event a guardian or conservator of the estate of any person
receiving or claiming benefits under this Plan shall be appointed by a court of
competent jurisdiction, payment shall be made to such guardian or conservator
provided that proper proof of appointment and continuing qualification is
furnished in a form and manner acceptable to the Committee.  Any payment made in accordance with this
section shall be a complete discharge of any liability therefor under this
Plan.


 


20.                               NOTICE.


 


All
payment elections by a Participant and the designation of any beneficiary or
beneficiaries shall be made on forms supplied or approved by the Committee. Any
other notice or other communication required or permitted by this Plan to be
given or accepted by a Participant, a Participant’s successors or
beneficiaries, the Committee or the Company, must be in writing and may be
given or may be served by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested or by delivering the same in person to
such party.  All notices to a Participant
or to his or her successors or beneficiaries shall be delivered to the last
known address or addresses on file with the Company.  Notices to the Committee or to the Company
and beneficiary designations shall be delivered to the following person and
address:


 


Fleetwood Enterprises, Inc.


3125 Myers Street


Riverside, California  92523


Attention:  Treasurer


 


or
to such other address and person as the Committee, through two duly elected
officers, shall specify.


 


21.                               GOVERNING LAW.


 


This
Plan shall be governed by and construed in accordance with the laws of the
State of California except to the extent preempted by ERISA.


 


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22.                               PRONOUNS.


 


The
masculine pronoun shall include the feminine and the singular pronoun shall
include the plural and vice versa, unless the context clearly indicates
otherwise.


 


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IN WITNESS WHEREOF, Boyd R. Plowman, Executive Vice President
and Chief Financial Officer has caused this Agreement to be executed this 17th
day of December 2004, to be effective the 1st day of
January 2005.


 


 


	
   

  	
  FLEETWOOD
  ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Boyd R. Plowman

  	
   

  



 


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