AGREEMENT





          This Agreement (this "Agreement") dated as of June 29, 2001 is entered

into by and between Champion Enterprises, Inc., a corporation organized under

the laws of Michigan (together with its successors, "Champion"), and Fletcher

International, Ltd., a company organized under the laws of Bermuda (together

with its successors, "Fletcher").



          The parties hereto agree as follows:



          1. Purchase and Sale. In consideration of and upon the basis of the

representations, warranties and agreements and subject to the terms and

conditions set forth in this Agreement:



               (a) Fletcher agrees to purchase from Champion, and Champion

     agrees to sell to Fletcher on the Initial Closing Date (as defined below),

     in accordance with Section 2 below, twenty thousand (20,000) shares (the

     "Initial Preferred Shares") of Champion's Series B-1 Cumulative Convertible

     Preferred Stock (the "Series B-1 Preferred Stock"), having the terms and

     conditions set forth in the Certificate of Rights and Preferences attached

     hereto as Annex A (the "Certificate of Rights and Preferences"), at a price

     of one thousand dollars ($1,000) per share for an aggregate purchase price

     of twenty million dollars ($20,000,000). Fletcher shall have the right to

     convert the outstanding Initial Preferred Shares into shares of Common

     Stock of Champion, par value one dollar ($1.00) (the "Common Stock"), in

     the manner, and subject to the terms, specified in this Agreement and in

     the Certificate of Rights and Preferences.



               (b) The closing (the "Initial Closing") of the sale of the

     Initial Preferred Shares shall occur on the second (2nd) Business Day,

     after and excluding the date hereof, or at such other date and time as

     Fletcher and Champion shall mutually agree (such date, the "Initial Closing

     Date").



               (c) Champion grants Fletcher rights (the "Fletcher Rights") to

     require Champion to issue to it from time to time, in whole or in part, up

     to an aggregate of twelve thousand (12,000) shares of additional series of

     Champion preferred stock (e.g., Series B-2 Cumulative Convertible Preferred

     Stock, Series B-3 Cumulative Convertible Preferred Stock, etc.) having,

     except as set forth below, similar terms, conditions, rights, preferences

     and privileges as the Series B-1 Preferred Stock (such shares shall

     collectively be referred to as the "Additional Preferred Shares" and

     together with the Initial Preferred Shares, the "Series B Preferred

     Shares") at a price of one thousand dollars ($1,000) per share for an

     aggregate purchase price for all Fletcher Rights of twelve million dollars

     ($12,000,000). Fletcher shall have the right to convert the outstanding

     Additional Preferred Shares into shares of Common Stock in the manner, and

     subject to the terms, specified in this Agreement and in a certificate of

     rights and preferences for each such series of Additional Preferred Shares

     (each, a "Subsequent Certificate of Rights and Preferences" and

     collectively, the "Subsequent Certificates of Rights and Preferences").

     Each Subsequent Certificate of Rights and Preferences shall have the same

     terms and conditions as the Certificate of Rights and Preferences, except





{PAGE}   2



     that (A) the Conversion Price (as defined therein) shall equal the greater

     of (i) one hundred twenty percent (120%) of the Average Market Price (as

     defined therein) calculated as of the corresponding Subsequent Closing Date

     and (ii) seven dollars and fifty cents ($7.50); and (B) the number of

     Additional Preferred Shares issued pursuant to each Subsequent Certificate

     of Rights and Preferences may differ from the number of shares of Series

     B-1 Preferred Stock. To exercise any Fletcher Rights, Fletcher shall

     deliver one or more written notices substantially in the form attached

     hereto as Annex B (a "Fletcher Notice") to Champion from time to time

     commencing from the date six months after and excluding the date hereof and

     ending no later than twenty-one (21) months after and excluding the date

     hereof (the "Fletcher Rights Period"). Upon satisfaction or, if applicable,

     waiver of the relevant conditions set forth in Sections 14 and 15 hereof,

     the closing of each exercise of Fletcher Rights (each, a "Subsequent

     Closing") shall take place on the date that is two (2) Business Days

     following and excluding delivery of the Fletcher Notice, or at such other

     date and time as Fletcher and Champion shall mutually agree (such date and

     time being referred to herein as the "Subsequent Closing Date," and

     together with the Initial Closing Date, each a "Closing Date").



               (d) Champion grants Fletcher the rights to redeem all or part of

     each series of Series B Preferred Shares (including any accrued and unpaid

     dividends) commencing twenty-four (24) months following and excluding the

     Initial Closing Date, pursuant to the terms and conditions set forth in the

     Certificate of Rights and Preferences or Subsequent Certificate of Rights

     and Preferences of each such series (the "Redemption Rights"), upon

     delivery of a notice of redemption in the form attached hereto as Annex C

     (the "Redemption Notice"). Under certain circumstances set forth in the

     Certificate of Rights and Preferences or Subsequent Certificate of Rights

     and Preferences of each such series, Champion may satisfy its redemption

     obligations by delivering shares of Common Stock (the amount of which shall

     be determined pursuant to the terms and conditions set forth in the

     Certificate of Rights and Preferences or Subsequent Certificate of Rights

     and Preferences of each such series) (the "Redemption Common Stock").



               (e) As used herein, the term "Common Shares" means the Redemption

     Common Stock and shares issuable upon conversion or redemption of or as

     dividends under the Series B Preferred Shares, and all other Common Stock

     issuable under the Certificate of Rights and Preferences, Subsequent

     Certificates of Rights and Preferences or this Agreement; the term

     "Investment Securities" means the Series B Preferred Shares issued

     hereunder, and all Common Shares; the term "Business Day" means any day on

     which the Common Stock may be traded on the NYSE or, if not admitted for

     trading on the NYSE, on any day other than a Saturday, Sunday or holiday on

     which banks in New York City are required or permitted to be closed; and

     the term "NYSE" means the New York Stock Exchange, but if the New York

     Stock Exchange is not then the principal U.S. trading market for the Common

     Stock, or such other applicable common stock, then "NYSE" shall be deemed

     to mean the principal U.S. national securities exchange (as defined in the

     Securities Exchange Act of 1934, as amended (the "Exchange Act")) on which

     the Common Stock, or such other applicable common stock, is then traded, or

     if such Common Stock, or such other applicable common stock, is not then

     listed or admitted to trading on any national securities exchange but is

     designated as a national market system security or a Nasdaq SmallCap Market

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