0001104659-08-041224 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 23rd, 2008 • Fleetwood Enterprises Inc/De/ • Motor homes • New York

Fleetwood Enterprises, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell 12,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $1.00 per share (the “Common Stock”). In addition, the Company proposes to grant to Lehman Brothers Inc., acting as the sole underwriter (the “Underwriter”), as set forth in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 1,800,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriter.

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