Purchase Agreement - Fleetwood Enterprises Inc. and Acqua Wellington Private Placement Fund Ltd.


                               PURCHASE AGREEMENT

         This PURCHASE AGREEMENT (this "AGREEMENT"), dated as of October 24, 
2001, is entered into by and between FLEETWOOD ENTERPRISES, INC., a Delaware 
corporation with offices at 3125 Myers Street, Riverside, CA 92503 (the 
"COMPANY"), and ACQUA WELLINGTON PRIVATE PLACEMENT FUND, LTD., a company 
organized under the laws of the Commonwealth of the Bahamas, with offices c/o 
Fortis Fund Services (Bahamas) Ltd., Montague Sterling Centre, East Bay 
Street, P. O. Box SS-6238, Nassau, Bahamas (the "PURCHASER"), for the 
purchase and sale of shares of the common stock, par value $1.00 per share 
(the "COMMON STOCK"), of the Company by the Purchaser, in the manner, and 
upon the terms, provisions and conditions set forth in this Agreement.

         WHEREAS, the parties desire that, upon the terms and subject to the 
conditions contained herein, the Company shall issue and sell to the 
Purchaser and Purchaser shall purchase shares of the Common Stock; and

         WHEREAS, such purchase and sale will be made in reliance upon the 
provisions of Section 4(2) and Rule 506 of Regulation D ("REGULATION D") of 
the United States Securities Act of 1933, as amended and regulations 
promulgated thereunder (the "SECURITIES ACT"), and/or upon such other 
exemption(s) from the registration requirements of the Securities Act as may 
be available with respect to any or all of the purchases of Common Stock to 
be made hereunder.

         NOW, THEREFORE, in consideration of the representations, warranties 
and agreements contained herein and other good and valuable consideration, 
the receipt and legal adequacy of which is hereby acknowledged by the 
parties, the Company and the Purchaser hereby agree as follows:

         1.       PURCHASE PRICE.

                  (a) Upon the following terms and subject to the conditions 
contained herein, the Purchaser hereby agrees to purchase 2,209,945 shares of 
the Company's Common Stock (the "SHARES") at a per share price of $9.05 and 
for an aggregate purchase price of $20,000,000 (the "PURCHASE PRICE").

                  (b) The Company has authorized and has reserved and 
covenants to continue to reserve, free of preemptive rights and other similar 
contractual rights of stockholders, a sufficient number of its authorized but 
unissued shares of its Common Stock, to effect the issuance of the Shares.

                  (c) The closing (the "CLOSING") under this Agreement shall 
take place at the offices of the Jenkens & Gilchrist Parker Chapin LLP, The 
Chrysler Building, 405 Lexington Avenue, New York, New York 10174 at 1:00 
p.m. (eastern time) upon the satisfaction of each of the conditions set forth 
in Section 4 hereof (the "CLOSING DATE").


                                       5


                  (d) The Company shall deliver to the Purchaser on or prior 
to the Closing Date a certificate representing the Shares. Upon receipt of 
the certificate representing the Shares, the Purchaser shall pay the Purchase 
Price therefor by check, wire transfer or such other form of payment as shall 
be mutually agreed upon by the Company and the Purchaser.

         2.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. 
The Purchaser represents and warrants to the Company, and covenants for the 
benefit of the Company, as follows:

                  (a) This Agreement has been duly authorized, validly 
executed and delivered by the Purchaser and is a valid and binding agreement 
and obligation of the Purchaser enforceable against the Purchaser in 
accordance with its terms, subject to limitations on enforcement by general 
principles of equity and by bankruptcy or other laws affecting the 
enforcement of creditors' rights generally, and the Purchaser has full power 
and authority to execute and deliver this Agreement and the other agreements 
and documents contemplated hereby and to perform its obligations as provided 
hereunder and thereunder.

                  (b) The Purchaser has received and carefully reviewed 
copies of the Public Documents (as hereinafter defined) and has access to the 
Commission Documents (as hereinafter defined). The Purchaser understands that 
no federal, state, local or foreign governmental body or regulatory authority 
has made any finding or determination relating to the fairness of an 
investment in any of the Shares and that no federal, state, local or foreign 
governmental body or regulatory authority has recommended or endorsed, or 
will recommend or endorse, any investment in any of the Shares. The 
Purchaser, in making the decision to purchase the Shares, has relied upon 
independent investigation made by it and its advisors, if any, and has not 
relied on any information or representations made by third parties or by the 
Company or its officers, directors, employees, agents, accountants or 
attorneys. The Purchaser and its advisors, if any, have been furnished with 
all materials relating to the business, finances and operations of the 
Company and materials relating to the business, finances and operations of 
the Company and materials relating to the offer and sale of the Shares which 
have been requested by the Purchaser. The Purchaser and its advisors, if any, 
have been afforded the opportunity to ask questions of the Company. The 
Purchaser has sought such accounting, legal and tax advice as it has 
considered necessary to make an informed investment decision with respect to 
its acquisition of the Shares. The Purchaser understands that it (and not the 
Company) shall be responsible for its own tax liabilities that may arise as a 
result of this investment or the transactions contemplated by this Agreement.

                  (c) The Purchaser understands that the Shares are being 
offered and sold to it in reliance on specific provisions of federal and 
state securities laws and that the Company is relying upon the truth and 
accuracy of the representations, warranties, agreements, acknowledgments and 
understandings of the Purchaser set forth herein for purposes of qualifying 
for exemptions from registration under the Securities Act, and applicable 
state securities laws.


                                       6


                  (d) The Purchaser is, and at all times relevant to the 
offer to sell the Shares was, an "accredited investor" as defined under Rule 
501 of Regulation D promulgated under the Securities Act.

                  (e) The Purchaser is and will be acquiring the Shares for 
such Purchaser's own account, for investment, and not with a view to any 
resale or distribution of the Shares in whole or in part, in violation of the 
Securities Act or any applicable securities laws.

                  (f) The offer and sale of the Shares is intended to be 
exempt from registration under the Securities Act, by virtue of Section 4(2) 
and Regulation D promulgated under the Securities Act. The Purchaser 
understands that the Shares purchased hereunder have not been, and may never 
be, registered under the Securities Act and that none of the Shares can be 
sold or transferred unless they are first registered under the Securities Act 
and such state and other securities laws as may be applicable or, in the 
opinion of counsel for the Company, an exemption from registration under the 
Securities Act is available (and then the Shares may be sold or transferred 
only in compliance with such exemption and all applicable state and other 
securities laws to the reasonable satisfaction of counsel for the Company). 
The Purchaser will not sell any of the Shares in violation of this Section 
2(f).

                  (g) The Purchaser (i) has such knowledge and experience in 
financial and business matters as to be capable of evaluating the merits and 
risks of an investment in the Company; and (ii) recognizes that such 
Purchaser's investment in the Company involves a high degree of risk.

                  (h) The Purchaser is capable of evaluating the risks and 
merits of an investment in the Shares by virtue of its experience as an 
investor and its knowledge, experience, and sophistication in financial and 
business matters and such Purchaser is capable of bearing the entire loss of 
its investment in the Shares.

                  (i) The Purchaser is neither a registered broker-dealer nor 
an affiliate of a registered broker-dealer.

                  (j) Neither the Purchaser nor any of its affiliates, 
officers or agents will solicit any material non-public information from the 
Company.

                  (k) The Purchaser has no agreement or arrangement with the 
Company or with any third party for the sale or disposition of the Common 
Stock to be purchased pursuant to this Agreement.

                  (l) The Purchaser covenants with the Company as follows: 
The Purchaser's trading and distribution activities with respect to the 
Shares will be in compliance with all applicable state and federal securities 
laws, rules and regulations (including, without limitation, regulation M 
promulgated under the Securities Act) and the rules and regulations of the 
New York Stock Exchange. Neither the Purchaser nor any of its affiliates (as 
that term is defined in Rule 405 promulgated under the Securities Act) has 
taken, nor will any of them take, directly or 


                                       7


indirectly, any action designed to cause or that would result in, or which 
constitutes or that might reasonably be expected to constitute, the 
stabilization or manipulation of the price of the Common Stock to facilitate 
the purchase, sale or resale of the Common Stock or the Shares.

                  (m) The Purchaser is a company duly organized, validly 
existing and in good standing under the laws of the Commonwealth of the 
Bahamas.

                  (n) The execution and delivery of this Agreement and the 
Registration Rights Agreement, the acquisition of any of the Shares and the 
consummation of the transactions contemplated by this Agreement and the 
Registration Rights Agreement by the Purchaser, will not (i) conflict with or 
result in a breach of or a default under any of the terms or provisions of 
Purchaser's organizational documents, or (ii) result in a violation of any 
material provision of any law, statute, rule, regulation, or any existing 
applicable decree, judgment or order by any court, federal or state 
regulatory body, administrative agency, or other governmental body having 
jurisdiction over the Purchaser.

         3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. The 
Company represents and warrants to the Purchaser, and covenants for the 
benefit of the Purchaser, as of the date of this Agreement, that except as 
set forth in the disclosure schedule of even date hereof delivered to 
Purchaser by the Company (the "DISCLOSURE SCHEDULE"), which exceptions shall 
be deemed to be a part of and to qualify the representations and warranties 
to which they refer as if made hereunder:

                  (a) The Company has been duly incorporated and is validly 
existing and in good standing under the laws of the state of Delaware, with 
full corporate power and authority to own, lease and operate its properties 
and to conduct its business as currently conducted, and is duly registered 
and qualified to conduct its business and is in good standing in each 
jurisdiction or place where the nature of its properties or the conduct of 
its business requires such registration or qualification, except where the 
failure to register or qualify would not have a Material Adverse Effect. For 
purposes of this Agreement, "Material Adverse Effect" shall mean any effect 
on the business, prospects, operations, properties or financial condition of 
the Company that is material and adverse to the Company and its subsidiaries, 
taken as a whole.

                  (b) The Company has furnished the Purchaser with copies of 
the Company's most recent Annual Report on Form 10-K for fiscal year ended 
April 29, 2001 (the "FORM 10-K") filed with the Securities and Exchange 
Commission (the "COMMISSION") and its Form 10-Q for the quarterly period 
ended July 29, 2001 (the "FORM 10-Q"; collectively with the Form 10-K, the 
"PUBLIC DOCUMENTS"). The Public Documents at the time of their filing did not 
include any untrue statement of a material fact or omit to state any material 
fact necessary in order to make the statements contained therein, in light of 
the circumstances under which they were made, not misleading. As used herein, 
"Commission Documents" means all reports, schedules, forms, statements and 
other documents filed by the Company with the Commission pursuant to the 
reporting requirements of the Securities Exchange Act of 1934, as amended 
(the "EXCHANGE ACT"), including material filed pursuant to Section 13(a) or 
15(d) of the Exchange Act.


                                       8


                  (c) The Shares have been duly authorized by all necessary 
corporate action and, when paid for by the Purchaser and issued in accordance 
with the terms hereof, the Shares shall be validly issued, will be fully paid 
and non-assessable.

                  (d) Each of this Agreement and the Registration Rights 
Agreement attached hereto as Exhibit A (the "REGISTRATION RIGHTS AGREEMENT") 
has been duly authorized, validly executed and delivered on behalf of the 
Company and is a valid and binding agreement and obligation of the Company 
enforceable against the Company in accordance with its terms, subject to 
limitations on enforcement by general principles of equity and by bankruptcy 
or other laws affecting the enforcement of creditors' rights generally, and 
the Company has full power and authority to execute and deliver this 
Agreement and the other agreements and documents contemplated hereby and to 
perform its obligations hereunder and thereunder.

                  (e) The execution and delivery of this Agreement and the 
Registration Rights Agreement, the issuance of any of the Shares and the 
consummation of the transactions contemplated by this Agreement and the 
Registration Rights Agreement by the Company, will not (i) conflict with or 
result in a breach of or a default under any of the terms or provisions of, 
(A) the Company's certificate of incorporation or by-laws, or (B) of any 
provision of any material indenture, mortgage, deed of trust or other 
material agreement or instrument to which the Company is a party or by which 
it or any of its material properties or assets is bound, (ii) result in a 
violation of any material provision of any law, statute, rule, regulation, or 
any existing applicable decree, judgment or order by any court, federal or 
state regulatory body, administrative agency, or other governmental body 
having jurisdiction over the Company, or any of its material properties or 
assets or (iii) result in the creation or imposition of any material lien, 
charge or encumbrance upon any material property or assets of the Company or 
any of its subsidiaries pursuant to the terms of any agreement or instrument 
to which any of them is a party or by which any of them may be bound or to 
which any of their property or any of them is subject except in the case of 
clauses (i)(B) or (iii) for any such conflicts, breaches, or defaults or any 
liens, charges, or encumbrances which would not have a Material Adverse 
Effect.

                  (f) The sale and issuance of the Shares in accordance with 
the terms and on the basis of the representations and warranties set forth in 
this Agreement will be exempt from the registration requirements of the 
Securities Act.

                  (g) No consent, approval or authorization of or 
designation, declaration or filing with any governmental authority on the 
part of the Company is required in connection with the valid execution and 
delivery of this Agreement or the offer, sale or issuance of the Shares or 
the consummation of any other transaction contemplated by this Agreement 
(other than any filings which may be required to be made by the Company with 
the Commission, or New York Stock Exchange or pursuant to any state or "blue 
sky" securities laws, and, any registration statement which have been made or 
may be filed pursuant to this Agreement).

                  (h) There is no action, suit, claim or proceeding before or 
by any court or governmental agency or body, domestic or foreign, now pending 
against or affecting the Company, or any of its properties, which questions 
the validity of this Agreement, 


                                       9


the Registration Rights Agreement or the transactions contemplated thereby or 
any action taken or to be take pursuant thereto. Except as described in the 
Public Documents, there is no action, suit, claim or proceeding before or by 
any court or governmental agency or body, domestic or foreign, now pending 
against or affecting the Company, or any of its properties, which, if 
adversely determined, is reasonably likely to result in a Material Adverse 
Effect.

                  (i) Subsequent to the dates as of which information is 
given in the Public Documents, except as contemplated herein, the Company has 
not incurred any material liabilities or material obligations, direct or 
contingent, or entered into any material transactions not in the ordinary 
course of business.

                  (j) The Company has sufficient title and ownership of all 
trademarks, service marks, trade names, copyrights, patents, trade secrets 
and other proprietary rights ("INTELLECTUAL PROPERTY") necessary for its 
business as now conducted and as proposed to be conducted as described in the 
Public Documents or the Commission Documents, except for any of such 
Intellectual Property, the absence of which would not reasonably be likely to 
result in a Material Adverse Effect, and to its knowledge without any 
conflict with or infringement of the rights of others. Except as set forth in 
the Public Documents, Commission Documents or on Schedule 3(j) of the 
Disclosure Schedule, there are no material outstanding options, licenses or 
agreements of any kind relating to the Intellectual Property, nor is the 
Company bound by or party to any material options, licenses or agreements of 
any kind with respect to the Intellectual Property of any other person or 
entity.

                  (k) The Company has complied and will comply with all 
applicable federal and state securities laws in connection with the offer, 
issuance and sale of the Shares hereunder. Neither the Company nor anyone 
acting on its behalf, directly or indirectly, has or will sell, offer to sell 
or solicit offers to buy any of the Shares or solicit offers with respect 
thereto from, or enter into any preliminary conversations or negotiations 
relating thereto with, any person, or has taken or will take any action so as 
to bring the issuance and sale of any of the Shares under the registration 
provisions of the Securities Act and any other applicable federal and state 
securities laws. Neither the Company nor any of its affiliates, nor any 
person acting on its or their behalf, has engaged in any form of general 
solicitation or general advertising (within the meaning of Regulation D under 
the Securities Act) in connection with any of the Shares.

                  (l) None of this Agreement, the Disclosure Schedule or the 
Registration Rights Agreement contains any untrue statement of a material 
fact or omits to state a material fact necessary in order to make the 
statements made herein or therein, in the light of the circumstances under 
which they were made herein or therein, not misleading.

                  (m) The authorized capital stock of the Company and the 
shares thereof issued and outstanding as of October 22, 2001 are set forth on 
SCHEDULE 3(M) of the Disclosure Schedule. All of the outstanding shares of 
the Company's Common Stock have been duly and validly authorized, and are 
fully paid and non-assessable. Except as set forth in this Agreement, the 
Public Documents, the Commission Documents or on SCHEDULE 3(M) of the 
Disclosure Schedule, as of October 22, 2001, no shares of Common Stock are 
entitled to preemptive rights 


                                       10


or registration rights and there are no outstanding options, warrants, scrip, 
rights to subscribe to, call or commitments of any character whatsoever 
relating to, or securities or rights convertible into, any shares of capital 
stock of the Company. Furthermore, except as set forth in this Agreement, in 
the Public Documents, the Commission Documents or on SCHEDULE 3(M) of the 
Disclosure Schedule, as of the date hereof, there are no contracts, 
commitments, understandings, or arrangements by which the Company is or may 
become bound to issue additional shares of the capital stock of the Company 
or options, securities or rights convertible into shares of capital stock of 
the Company. Except as disclosed in the Commission Documents or on SCHEDULE 
3(M) of the Disclosure Schedule, and except for customary transfer 
restrictions contained in agreements entered into by the Company in order to 
sell restricted securities, as of the date hereof, the Company is not a party 
to any agreement granting registration rights to any person with respect to 
any of its equity or debt securities. The Company is not a party to, and it 
has no knowledge of, any agreement restricting the voting or transfer of any 
shares of the capital stock of the Company. The offer and sale of all capital 
stock, convertible securities, rights, warrants, or options of the Company 
issued prior to the Closing complied in all material respects with all 
applicable federal and state securities laws, and no stockholder has a right 
of rescission or damages with respect thereto which is reasonably likely to 
have a Material Adverse Effect. The Company has furnished or made available 
to the Purchaser true and correct copies of the Company's Certificate of 
Incorporation as in effect on the date hereof (the "CERTIFICATE"), and the 
Company's Bylaws as in effect on the date hereof (the "BYLAWS").

                  (n) Prior to the effectiveness of the Registration 
Statement (as defined in the Registration Rights Agreement), the Company will 
use all reasonable commercial best efforts to list the Shares for trading on 
the New York Stock Exchange or any relevant market or system on which the 
Shares are listed or quoted, if applicable, and will comply in all material 
respects with the Company's reporting, filing and other obligations under the 
bylaws or rules of the New York Stock Exchange or any relevant market or 
system.

                  (o) The Company may not issue a press release or otherwise 
make a public statement or announcement with respect to the transaction 
contemplated hereby prior to the Closing Date without the consent of the 
Purchaser, which consent shall not be unreasonably withheld, delayed or 
conditioned. In the event that the Company is required by law or regulations 
to issue a press release or otherwise make a public statement or announcement 
with respect to this Agreement prior to or after the Closing Date, the 
Company shall reasonably consult with the Purchaser on the form and substance 
of such press release or other disclosure.

                  (p) The Company may enter into an agreement with a third 
party before the effectiveness of the registration statement covering the 
Shares, the principal purpose of which is to secure equity financing (an 
"OTHER FINANCING"), provided the price per share paid for the financing is 
greater than the Purchaser's average purchase price. If the Company enters 
into an Other Financing at a price per share less than the Purchaser's 
average purchase price, the Company will issue additional shares to the 
Purchaser based on standard "weighted average" anti-dilution formula (the 
"ANTI-DILUTION SHARES"). If issued, the Anti-Dilution Shares shall be 
registered in a separate registration statement.


                                       11


                  (q) Neither the Company nor any of its officers or agents 
shall disclose any material non-public information about the Company to the 
Purchaser.

         4. CONDITIONS PRECEDENT: The obligations hereunder of both the 
Company and the Purchaser to enter into this Agreement are subject to their 
satisfaction or waiver, at or before the Closing, of each of the conditions 
set forth below. These conditions are for the Company's and the Purchaser's 
sole benefit respectively, and they may waive their own rights at any time in 
their sole discretion.

                  (a) The parties shall have executed and delivered this 
Agreement and the Registration Rights Agreement.

                  (b) The Company shall have delivered certificates 
evidencing the Shares to the Purchaser.

                  (c) Upon receipt of the certificates evidencing the Shares, 
the Purchaser shall have delivered to the Company immediately available funds 
as payment in full of the Purchase Price for the Shares.

                  (d) The Purchaser shall have received a legal opinion in 
substantially the form annexed hereto as Exhibit A.

         5. LEGENDS. Unless otherwise provided below, each certificate 
representing the Shares shall be stamped or otherwise imprinted with a legend 
substantially in the following form (the "LEGEND"):

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
                  SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR
                  OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
                  ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FLEETWOOD
                  ENTERPRISES, INC. (THE "COMPANY") SHALL HAVE RECEIVED AN
                  OPINION, IN FORM, SCOPE AND SUBSTANCE REASONABLY ACCEPTABLE TO
                  THE COMPANY, OF COUNSEL WHO IS REASONABLY ACCEPTABLE TO THE
                  COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE
                  SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL
                  AND STATE SECURITIES LAWS IS NOT REQUIRED."

         6. FEES AND EXPENSES. Each of the Company and the Purchaser shall 
pay its respective fees and expenses related to the transactions contemplated 
by this Agreement and the Registration Rights Agreement; except that the 
Company shall pay on the Closing Date, all 


                                       12


reasonable legal fees and expenses, exclusive of disbursements and 
out-of-pocket expenses, incurred by the Purchaser of up to $25,000 in 
connection with the preparation, negotiation, execution and delivery of this 
Agreement and the Registration Rights Agreement.

         7.       INDEMNIFICATION.

                  (a) The Company hereby agrees to indemnify and hold 
harmless the Purchaser and its officers, directors, shareholders, employees, 
agents, accountants and attorneys against any and all losses, claims, 
damages, liabilities and reasonable expenses incurred by each such person in 
connection with defending or investigating any such claims or liabilities, 
whether or not resulting in any liability to such person, to which any such 
indemnified party may become subject, insofar as such losses, claims, 
demands, liabilities and expenses arise out of or are based upon any breach 
of any representation or warranty made by the Company in this Agreement.

                  (b) The Purchaser hereby agrees to indemnify and hold 
harmless the Company and its officers, directors, shareholders, employees, 
agents, accountants and attorneys against any and all losses, claims, 
damages, liabilities and expenses incurred by each such person in connection 
with defending or investigating any such claims or liabilities, whether or 
not resulting in any liability to such person, to which any such indemnified 
party may become subject under the Securities Act, or under any other 
statute, at common law or otherwise, insofar as such losses, claims, demands, 
liabilities and expenses arise out of or are based upon (i) any untrue 
statement or alleged untrue statement of a material fact made by the 
Purchaser, (ii) any omission or alleged omission of a material fact with 
respect to the Purchaser or (iii) any breach of any representation, warranty 
or agreement made by the Purchaser in this Agreement.

         8. GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be 
governed by and interpreted in accordance with the laws of the State of New 
York without giving effect to the rules governing the conflicts of laws. Each 
of the parties consents to the exclusive jurisdiction of the federal courts 
whose districts encompass any part of the County of New York located in the 
City of New York in connection with any dispute arising under this Agreement 
and hereby waives, to the maximum extent permitted by law, any objection, 
including any objection based on FORUM NON CONVENIENS, to the bringing of any 
such proceeding in such jurisdictions. Each party waives its right to a trial 
by jury. Each party to this Agreement irrevocably consents to the service of 
process in any such proceeding by the mailing of copies thereof by registered 
or certified mail, postage prepaid, to such party at its address set forth at 
Section 9 herein. Nothing herein shall affect the right of any party to serve 
process in any other manner permitted by law.

         9. NOTICES. All notices and other communications provided for or 
permitted hereunder shall be made in writing by hand delivery, express 
overnight courier, registered first class mail, or telecopier, initially to 
the address set forth below, and thereafter at such other address, notice of 
which is given in accordance with the provisions of this Section.

                           (a)     if to the Company:


                                       13


                                   Fleetwood Enterprises, Inc.
                                   3125 Myers Street
                                   Riverside,  CA  92503
                                   Tel. No.: (909) 351-3500
                                   Fax No.: (909) 351-3690
                                   Attn: Forrest D. Theobald, General Counsel

                                   with a copy to:


                                   Gibson, Dunn & Crutcher LLP
                                   4 Park Plaza
                                   Irvine, CA 92614
                                   Tel. No.:  (949) 451-3802
                                   Fax No.:  (949) 451-4220
                                   Attn:  Mark W. Shurtleff

                           (b)     if to the Purchaser:

                                   Acqua Wellington Private Placement Fund, Ltd.
                                   c/o Fortis Fund Services (Bahamas) Ltd.
                                   Montague Sterling Centre
                                   East Bay Street, P. O. Box SS-6238
                                   Nassau, Bahamas
                                   Attn:  Anthony L.M. Inder Rieden
                                   Tel. No.: (242) 394-2700
                                   Fax No.: (242) 394-9667

                                   with a copy to:

                                   Jenkens & Gilchrist Parker Chapin LLP
                                   The Chrysler Building
                                   405 Lexington Avenue
                                   New York, New York 10174
                                   Attn:  Christopher S. Auguste
                                   Tel. No.: (212) 704-6000
                                   Fax No.: (212) 704-6288

         All such notices and communications shall be deemed to have been 
duly given: when delivered by hand, if personally delivered; when receipt is 
acknowledged, if telecopied; or when actually received or refused if sent by 
other means.

         10. ENTIRE AGREEMENT. This Agreement and the Registration Rights 
Agreement constitute the entire understanding and agreement of the parties 
with respect to the Shares to be purchased hereby and supersede all prior 
and/or contemporaneous oral or written proposals or 


                                       14


agreements relating thereto all of which are merged herein. This Agreement 
may not be amended or any provision hereof waived in whole or in part, except 
by a written amendment signed by both of the parties.

         11. COUNTERPARTS. This Agreement may be executed by facsimile 
signature and in counterparts, each of which shall be deemed an original, but 
all of which together shall constitute one and the same instrument.

                                  [end of page]


                                       15


         IN WITNESS WHEREOF, this Agreement was duly executed on the date 
first written above.

                                       FLEETWOOD ENTERPRISES, INC.

                                       By:   /s/ Forrest D. Theobald
                                          ------------------------------------
                                          Name:     Forrest D. Theobald
                                          Title:    Vice President



                                       ACQUA WELLINGTON PRIVATE PLACEMENT 
                                       FUND, LTD.

                                       By:  :   /s/ Richard Colpron
                                          ------------------------------------
                                          Name:  Richard Colpron
                                          Title:  Vice President


                                       16


                                EXHIBIT A TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                               OPINION OF COUNSEL

         Opinions to be given by special counsel to the Company

         1. The Company is a corporation duly incorporated, validly existing 
and in good standing under the laws of the State of Delaware and has the 
corporate power and authority to enter into and perform its obligations under 
the Transaction Documents.

         2. The execution, delivery and performance by the Company of the 
Transaction Documents have been duly authorized by all necessary corporate 
action of the Company, and each of the Transaction Documents has been duly 
executed and delivered by or on behalf of the Company. Each of the 
Transaction Documents constitutes a valid and binding obligation of the 
Company, enforceable against the Company in accordance with its terms.

         3. When issued in accordance with the Purchase Agreement and after 
the Company's receipt of payment for the Shares, the Shares will be duly 
authorized, validly issued, fully paid and nonassessable. The Shares are not 
subject to any preemptive rights provided for in the Certificate of 
Incorporation or Bylaws of the Company, each as amended to date.

         4. The execution and delivery of the Transaction Documents and the 
performance by the Company of its obligations thereunder, do not (A) violate 
any provision of the Certificate of Incorporation or Bylaws of the Company, 
each as amended to date, or (B) violate applicable Delaware General 
Corporation Law or any U.S. federal law or regulation applicable to the 
Company that, in our experience, is generally applicable to transactions in 
the nature of those contemplated in the Transaction Documents.

         5. Assuming the accuracy of the representations and warranties of 
Purchaser and compliance by Purchaser with its agreements contained in the 
Transaction Documents, the issuance of the Shares does not violate, or 
require any authorization, consent, waiver or approval of any governmental 
authority or regulatory body of the State of New York or the United States of 
America under, any law or regulation of the State of New York or the United 
States of America applicable to the Company that, in our experience, is 
generally applicable to transactions in the nature of those contemplated by 
the Transaction Documents, or the General Corporation Law of the State of 
Delaware, except for such authorizations, consents, waivers or approvals (i) 
as may be required under the Securities Act of 1933, as amended (the 
"Securities Act"), the Securities Exchange Act of 1934, as amended, or by the 
New York Stock Exchange, (ii) as may be required under any state securities 
or Blue Sky laws, (iii) as may be contemplated by the Registration Rights 
Agreement, (iv) as already have been obtained or will be obtained prior to 
the closing of the offer and sale of the Shares or (v) that, if not made or 
obtained, would not have a Material Adverse Effect.


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         6. Assuming the truth and accuracy of each of the representations 
and warranties of Purchaser set forth in the Purchase Agreement, and in 
reliance thereon without any independent investigation by us, and compliance 
by Purchaser with its agreements contained in the Purchase Agreement, no 
registration of the Shares under the Securities Act is required for the sale 
and delivery of the Shares to Purchaser on the date hereof, it being 
understood that we express no opinion on the resale of the Shares.

         Opinions to be given by general counsel to the Company

         7. The Company has the corporate power and authority to conduct its 
business as presently conducted by it and there are no jurisdictions in 
which, to my knowledge, the nature of the Company's properties or the 
transaction of its business, makes the Company's qualification to do business 
as a foreign corporation necessary, except for those jurisdictions in which 
the Company is qualified, to my knowledge, to do business as a foreign 
corporation or those jurisdictions in which failure to be so qualified would 
not have a Material Adverse Effect.

         8. To my knowledge, the Shares are free and clear of all liens, 
charges, restrictions, claims and encumbrances imposed by or through the 
Company.

         9. The execution and delivery of the Transaction Documents and the 
performance by the Company of its obligations thereunder, do not (A) violate, 
conflict with or constitute a default under any material contract, 
commitment, trust or agreement of any kind known to me to which the Company 
is a party or by which it is bound or (B) to my knowledge, any judgment, 
decree, writ, order or injunction of any court or governmental authority 
binding upon the Company.

         10. Except as disclosed in the Public Documents (as defined in the 
Purchase Agreement), to my knowledge, there is no action, suit, proceeding or 
arbitration pending against or threatened against the Company before any 
court or arbitrator or any governmental body or agency which, if adversely 
determined, might reasonably be expected to result in a Material Adverse 
Effect, or which in any manner questions the validity of the Purchase 
Agreement and the issuance of the Shares pursuant thereto, or the 
Registration Rights Agreement.


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