INDEMNITY AGREEMENT





         This agreement is made as of the ___ day of __________, 2000, between

Fleetwood Enterprises, Inc., a Delaware corporation (the "Corporation"), and the

undersigned ("Agent"), with reference to the following facts:



                                    RECITALS



         A. The Agent is currently serving as an Director of the Corporation and

the Corporation wishes the Agent to continue in such capacity. The Agent is

willing under certain cirumstances, to continue in such capacity.



         B. The Corporation and the Agent are of the belief that the indemnities

available under the Corporation's bylaws and available insurance may not be

adequate to protect the Agent against the risks associated with the Agent's

service to the Corporation.



                                    AGREEMENT



         In order to induce the Agent to continue to serve as an Director of the

Corporation and in consideration for his continued service, the Corporation

hereby agrees to indemnify the Agent as follows:



         1. The Corporation will pay on behalf of the Agent, and his executors,

administrators or assigns, any amount which he is or becomes legally obligated

to pay because of any claim or claims made against him because of any act or

omission or neglect or breach of duty, including any actual or alleged error or

misstatement or misleading statement, which he commits or suffers while acting

in his capacity as an Director of the Corporation and solely because of his

being an Director. The payments which the Corporation will be obligated to make

hereunder shall include, inter alia, damages, judgments, settlements and costs,

cost of investigation (excluding salaries of officers and employees of the

Corporation) and costs of defense of legal actions, claims or proceedings and

appeals therefrom, and costs of attachment or similar bonds; provided however,

that the Corporation shall not be obligated to pay fines or obligations or fees

imposed by law or otherwise make any payments hereunder which it is prohibited

by applicable law from paying as indemnity or for any other reason.





         2. If a Claim under this Agreement is not paid by the Corporation, or

on its behalf, within ninety days after a written claim has been received by the

Corporation, the claimant may at any time thereafter bring suit against the

Corporation to recover the unpaid amount of the claim and if successful in whole

or in part, the claimant shall be entitled to be paid also the expense of

prosecuting such claim.



         3. In the event of payment under this Agreement, the Corporation shall

be subrogated to the extent of such payment to all of the rights of recovery of

the Agent, who shall execute all papers required and shall do everything that

may be necessary to



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secure such rights, including the execution of such documents necessary to

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