Supplemental Benefit Plan - Fleetwood Enterprises Inc.


                           FLEETWOOD ENTERPRISES, INC.

                            SUPPLEMENTAL BENEFIT PLAN

                 (Amended And Restated Effective April 1, 1995)



                                TABLE OF CONTENTS

          1.   Purpose.. . . . . . . . . . . . . . . . . . . . . . . .    1

          2.   Definitions.. . . . . . . . . . . . . . . . . . . . . .    1

               2.1  Board. . . . . . . . . . . . . . . . . . . . . . .    1
               2.2  Committee. . . . . . . . . . . . . . . . . . . . .    1
               2.3  Company. . . . . . . . . . . . . . . . . . . . . .    2
               2.4  Deferred Compensation. . . . . . . . . . . . . . .    2
               2.5  Participant. . . . . . . . . . . . . . . . . . . .    2
               2.6  Plan Period. . . . . . . . . . . . . . . . . . . .    2
               2.7  Base Rate. . . . . . . . . . . . . . . . . . . . .    2
               2.8  Restricted Contributions.. . . . . . . . . . . . .    2
               2.9  Retirement Plans.. . . . . . . . . . . . . . . . .    2
               2.10 Subsidiary.. . . . . . . . . . . . . . . . . . . .    3
               2.11 Supplemental Benefits. . . . . . . . . . . . . . .    3
               2.12 Change of Control. . . . . . . . . . . . . . . . .    3
               2.13 Fleetwood. . . . . . . . . . . . . . . . . . . . .    4

          3.   Plan Administration.. . . . . . . . . . . . . . . . . .    4
               3.1  The Committee. . . . . . . . . . . . . . . . . . .    4
               3.2  Powers of the Committee. . . . . . . . . . . . . .    4
               3.3  Organization and Operation of Committee. . . . . .    4
               3.4  Reliance on Reports. . . . . . . . . . . . . . . .    4
               3.5  Records and Reports. . . . . . . . . . . . . . . .    5
               3.6  Payment of Expense.. . . . . . . . . . . . . . . .    5
               3.7  Indemnification. . . . . . . . . . . . . . . . . .    5

          4.   Eligibility and Participation.. . . . . . . . . . . . .    6

          5.   Determination of Supplemental Benefits. . . . . . . . .    6
               5.1  Separate Determination for Each Plan Period. . . .    6
               5.2  Determination of Amount of Supplemental
                    Benefits.. . . . . . . . . . . . . . . . . . . . .    6
               5.3  Computation of Interest. . . . . . . . . . . . . .    6
               5.4  Vesting. . . . . . . . . . . . . . . . . . . . . .    7

          6.   Unsecured Obligation. . . . . . . . . . . . . . . . . .    7

          7.   Payment.. . . . . . . . . . . . . . . . . . . . . . . .    7

          8.   Beneficiary Designation.. . . . . . . . . . . . . . . .    9

          9.   Dissolution and Other Events. . . . . . . . . . . . . .    9
               9.1  Dissolution or Change of Control of Fleetwood. . .    9
               9.2  Subsidiary Reorganization. . . . . . . . . . . . .   10

          10.  Claim to Supplemental Benefits and Employee Rights. . .   10

          11.  Nontransferability. . . . . . . . . . . . . . . . . . .   11

          12.  Court Orders. . . . . . . . . . . . . . . . . . . . . .   11


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          13.  Relationship to Other Benefits. . . . . . . . . . . . .   11

          14.  Amendment and Termination.. . . . . . . . . . . . . . .   11
               14.1 Plan Restatement.. . . . . . . . . . . . . . . . .   11
               14.2 Future Amendment and Termination.. . . . . . . . .   12

          15.  Amendment of Retirement Plans.. . . . . . . . . . . . .   12

          16.  De Minimus Payments.. . . . . . . . . . . . . . . . . .   12

          17.  Incompetency. . . . . . . . . . . . . . . . . . . . . .   12

          18.  Notice. . . . . . . . . . . . . . . . . . . . . . . . .   13

          19.  Governing Law.. . . . . . . . . . . . . . . . . . . . .   13

          20.  Pronouns. . . . . . . . . . . . . . . . . . . . . . . .   13


                                       ii



                           FLEETWOOD ENTERPRISES, INC.

                            SUPPLEMENTAL BENEFIT PLAN

                 (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995)

          1.   PURPOSE.

          The purpose of the Supplemental Benefit Plan (the 'Plan') is to
provide benefits to certain highly-compensated or management employees of
Fleetwood Enterprises, Inc. and certain of its Subsidiaries in addition to the
benefits provided under the Fleetwood Enterprises, Inc. Retirement Plan
(including for purposes of the Plan, the Benefit Restoration Plan) or the
Fleetwood Retirement Plan, whichever of such Retirement Plans are applicable to
the particular employee.  To this end, the Plan provides for (1) supplemental
unfunded benefits in excess of those provided by the Retirement Plans because of
the contribution limitations of Sections 415 and 401(a)(17) of the Internal
Revenue Code of 1986 as amended (the 'Code'), and (2) unfunded benefits in lieu
of amounts which would have been contributed to the Retirement Plans if deferred
compensation were included in the Retirement Plan's definition of 'Earnings' for
purposes of contributions.  This Plan is intended to constitute an unfunded plan
providing 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.

          2.   DEFINITIONS.

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

               2.1  BOARD.

               'Board' shall mean the Board of Directors of Fleetwood.

               2.2  COMMITTEE.

               'Committee' shall mean 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



               2.3  COMPANY.

               'Company' shall mean Fleetwood and its Subsidiaries.

               2.4  DEFERRED COMPENSATION.

               'Deferred Compensation' shall mean amounts for which a
Participant has an election to defer in effect under the Fleetwood Enterprises,
Inc. Deferred Compensation Plan.

               2.5  PARTICIPANT.

               'Participant' shall mean a person described in Section 4.

               2.6  PLAN PERIOD.

               'Plan Period' shall mean the applicable quarters of the calendar
year, ending respectively on March 31, June 30, September 30, and December 31.

               2.7  BASE RATE.

               'Base Rate' shall mean the base rate of interest charged by the
Bank of America, NT&SA (or base or prime rate of such other major bank as may be
selected by the Committee), or, after March 31, 1995, any other rate selected by
the Committee in its sole and absolute discretion.  Notwithstanding the
foregoing, upon and after a Change of 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 of Control.  The
'Base Rate' shall be adjusted quarterly as of the last day of each Plan Period
based on the base rate in effect on the last business day of such period.

               2.8  RESTRICTED CONTRIBUTIONS.

               'Restricted Contributions' shall mean the Company contributions
which would have been allocated to the account of the Participant in the
Retirement Plans for the Plan Year but for the limitations imposed by
Sections 415 and 417 of the Internal Revenue Code.

               2.9  RETIREMENT PLANS.

               'Retirement Plans' shall mean the Fleetwood Enterprises, Inc.
Retirement Plan and the


                                        2



Fleetwood Retirement Plan, in each case as now in effect or hereafter amended.

               2.10 SUBSIDIARY.

               'Subsidiary' shall mean 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.

               2.11 SUPPLEMENTAL BENEFITS.

               'Supplemental Benefits' shall mean the amounts credited to a
Participant's account pursuant to Section 5.2 of this Plan.

               2.12 CHANGE OF CONTROL.

               'Change in Control' shall mean the first to occur of any of the
following events:

               (a)  Any 'person' (as that term is used in Section 13 and
14(d)(2) of the Securities Exchange Act of 1934 ('Exchange Act') but not
including for this purpose any person that, as of January 1, 1995, owned 15
percent or more of the outstanding common stock of Fleetwood or a person who
acquires shares of such common stock from such person by will or by the laws of
descent or distribution) becomes the beneficial owner (as that term is used in
Section 13(d) of the Exchange Act), directly or indirectly, of 25 percent or
more of Fleetwood's capital stock entitled to vote in the election of directors;

               (b)  During any period of not more than two consecutive years,
not including any period prior to April 1, 1995, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a),(c), or (d) of this
Section 2.12) whose election by the board of directors or nomination for
election by Fleetwood's stockholders was approved by a vote of at least three-
fourths (3/4ths) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;


                                        3



               (c)  The shareholders of Fleetwood approve any consolidation or
merger of Fleetwood other than a consolidation or merger of Fleetwood in which
the holders of the common stock of Fleetwood immediately prior to the
consolidation or merger hold more than 50% of the common stock of the surviving
corporation immediately after the consolidation or merger; or

               (d)  Substantially all of the assets of the Company are sold or
otherwise transferred to parties that are not within a 'controlled group of
corporations' (as defined in Code Section 1563) in which the Company is a
member.

               2.13 FLEETWOOD

               'Fleetwood' shall mean Fleetwood Enterprises, Inc., a Delaware
corporation.

          3.   PLAN ADMINISTRATION.

               3.1   THE COMMITTEE.

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

               3.2   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.

               3.3   ORGANIZATION AND OPERATION OF 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.

               3.4   RELIANCE ON REPORTS.

               Each member of the Committee and each member of the Board shall
be fully justified in relying


                                        4



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.

               3.5   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.

               3.6   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.

               3.7   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 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


                                        5



matter of law, or otherwise, or any power that Fleetwood may have to indemnify
them or hold them harmless.

          4.   ELIGIBILITY AND PARTICIPATION.

          Those persons who are participants in either of the Retirement Plans
and have Deferred Compensation or Restricted Contributions for a Plan Period
shall become Participants for the Plan Period.

               5.   DETERMINATION OF SUPPLEMENTAL BENEFITS.

                    5.1  SEPARATE DETERMINATION FOR EACH PLAN PERIOD.

                    A separate determination shall be made with respect to each
Plan Period as to the amount of Supplemental Benefits to be credited to the
account of each Participant for the Plan Period.

                    5.2  DETERMINATION OF AMOUNT OF SUPPLEMENTAL BENEFITS.

                    For each Plan Period, the account of each Participant shall
be credited with amounts equal to:

                    (i)   the amount of Company contributions which would have
been allocated to the Participant's account in either of the Retirement Plans
for the Plan Period if 'Earnings' under such Retirement Plan included Deferred
Compensation, such amount to be credited no later than as of the date or dates
the Company contributions would have been made to such Retirement Plan if
'Earnings' under such Retirement Plan included Deferred Compensation; plus

                    (ii)  the amount of Restricted Contributions allocable to
the Participant for the Plan Period, such amount to be credited as of the dates
the Restricted Contributions would have been made to the applicable Retirement
Plan but for the limitations of Sections 415 and 401(a)(17) of the Internal
Revenue Code; plus

                    (iii) the interest, if any, computed under Section 5.3.

                    5.3  COMPUTATION OF INTEREST.

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


                                        6



(i) the Base Rate computed pursuant to Section 2.7, or (ii) the maximum rate
permitted under California law.  Interest shall be credited and compounded
quarterly as of the end of each Plan Period.  Participants' accounts shall be
accurately and timely credited with interest earned hereunder.

                    5.4  VESTING.

                    A Participant's vested percentage of the amounts credited to
his account under this Plan shall be the same as his vested percentage of
amounts credited to his account under the applicable Retirement Plan.

               6.   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
Internal Revenue Code Section 671; provided further, that upon a Change of
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.

               7.   PAYMENT.

               (a)  The vested portion of the amount of Supplemental Benefits
credited to a Participant's account under this Plan, shall, subject to the
provisions of Sections 7(b), 5.4 and 16, be paid in accordance with the written
election of a Participant upon his or her termination of employment with the
Company, on a form authorized for such purpose by the Committee, which election
shall be made immediately prior to the inception of the Participant's
participation in this Plan.  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.


                                        7



                    (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.

                    (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.

               (b)  The elections described in paragraph (a) above shall be
subject to the following:

                    (i)  A Participant may modify any election at any time that
is not less than two years before the prior election would otherwise take
effect.

                    (ii) Notwithstanding clause (i) above, an election may be
modified at any time if (A) the Participant and the Committee both agree to such
modification and such modification is on account of the Participant's
involuntary termination of employment with the Company or the Participant is
suffering a severe financial hardship attributable to an unforeseeable emergency
that cannot be relieved by any other source reasonably available to the
Participant, or (B) the Participant elects at any time to have his or her full
remaining balance distributed but reduced by 10 percent and the Participant is
suspended from future participation in the Plan until the end of the eighth
calendar quarter following the distribution.

                    (iii)  While distributions will ordinarily commence upon or
after employment termination with the Company, a Participant in his or her
election or election modification may specify that payments may commence while
the person is still employed with the Company on or after the date the sum of
such person's age and total service with the Company equals 85.  Notwithstanding
the foregoing, the Committee may order payment to any Participant still employed
with the Company if the sum of such individual's age and total service with the
Company equals 70 and the Committee determines that there are mitigating
circumstances surrounding such individual that warrant prompt payment.

               (c)  To the extent that a percentage of the Participant's account
or accounts in the applicable Retirement Plan attributable to the Company
contributions


                                        8



is forfeited because of termination of employment, an equal percentage of the
Participant's account under this Plan shall be forfeited, subject to provisions
of restoration which may be provided by the applicable Retirement Plan.

               (d)  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.

               (e)  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.

               8.   BENEFICIARY DESIGNATION.

               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 8 and has previously designated a
beneficiary or beneficiaries under the Participant's applicable Retirement Plan,
then that designation shall be effective for purposes of this Plan.

               9.   DISSOLUTION AND OTHER EVENTS.

                    9.1  DISSOLUTION OR CHANGE OF CONTROL OF FLEETWOOD

                    (a)  In the event that 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 7 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 of Control shall not affect the
payment of amounts hereunder, and all benefits hereunder shall remain deferred
and shall be


                                        9



paid in accordance with Participant elections as specified in Section 7 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.

               In the event 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 9.2, a Subsidiary may include
Fleetwood.

          10.  CLAIM TO SUPPLEMENTAL BENEFITS 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.  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


                                       10



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 applicable 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.

          14.  AMENDMENT AND TERMINATION.

               14.1 PLAN RESTATEMENT.

          This Plan has been restated as of April 1, 1995, pursuant to action
taken by the Board for the


                                       11


purpose of amending and restating the Plan.  This Plan as so restated shall
apply to all amounts earned hereunder including those earned prior to April 1,
1995.

               14.2 FUTURE 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.

          15.  AMENDMENT OF RETIREMENT PLANS.

          In the event that any of the provisions of either of the Retirement
Plans are amended, said amendment to the extent not in direct conflict with
express provisions of this Plan shall be equally applicable to the payment of
Supplemental Benefits under this Plan.

          16.  DE MINIMUS PAYMENTS.

          Notwithstanding any other provision of this Plan or either of the
Retirement Plans 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 payment.

          17.  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


                                       12



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.

          18.  NOTICE.

          All 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.

               19.  GOVERNING LAW.

               This Plan shall be governed by and construed in accordance with
the laws of the State of California.

               20.  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.


                                       13




                                 AMENDMENT NO. 2
                           FLEETWOOD ENTERPRISES, INC.

                            SUPPLEMENTAL BENEFIT PLAN
                 (AMENDED AND RESTATED EFFECTIVE APRIL 1, 1995)


     The Fleetwood Enterprises, Inc. Supplemental Benefit Plan (Amended and
Restated effective April 1, 1995) is hereby amended, effective January 1, 1996,
as follows:

     A.   Section 7(b)(i) shall be amended in its entirety to read as follows:  
          A Participant may modify any election at any time that is not less 
          than two years before the prior election would otherwise take effect,
          provided, that any modified election itself may not take effect until
          a date that is at least two years after it is made.