Exhibit 10(a)

                            COACHMEN INDUSTRIES, INC.

                 EXECUTIVE BENEFIT AND ESTATE ACCUMULATION PLAN

            (Amended and Restated Effective as of September 30, 2000)


         Coachmen Industries, Inc., an Indiana corporation ("Company"), hereby
amends and restates the Executive Benefit and Estate Accumulation Plan ("Plan")
by action of its Board of Directors, as adopted and ratified on the 20th day of
October, 2000 with effect as of the 30th day of September, 2000, for the purpose
of appropriately compensating, motivating and retaining certain executives of
the Company and its subsidiaries to the end that their contributions to the
growth and success of the Company's business will continue.

                                       I.

                       DEFINITIONS AND CERTAIN PROVISIONS

         1.1 "Agreement" means that written agreement (substantially in the form
attached to this Plan) entered into between the Company and the Employee to
carry out the Plan with respect to such Employee.

         1.2 "Employee" means any employee of the Company (or subsidiary or
affiliated company) who has been selected to participate in the Plan and enters
into an Agreement.

         1.3 "Service" means continuous full-time or substantially full-time
service with the Company as an employee.

         1.4 A "Year of Service" means a complete year of continuous service
with the Company. A "Year" is a period of twelve (12) consecutive calendar
months.



         1.5 "Eligible Benefit Date" means the date upon which the Employee
would become eligible for Normal Benefits (as provided in Section 3.1) if his
service with the Company were terminated. To be eligible for Normal Benefits
with respect to any Benefit Unit, the Employee must have participated in the
Plan for eight (8) years or completed his deferrals of the Total Employee's
Deferral Amount with respect to such Benefit Unit and have (a) attained age
sixty (60) and been employed by the Company for fifteen (15) years; (b) attained
age fifty-five (55) and been employed by the Company for twenty (20) years; or
(c) attained age sixty-five (65). An Employee shall also be eligible for Normal
Benefits with respect to any Benefit Unit if at any time following a Change in
Control of the Company, the Employee is terminated by the Company without Cause
or the Employee terminates employment for Good Reason. The Eligible Benefit Date
shall be determined separately for each Benefit Unit.

         1.6 "Retirement Date" means the date of termination of service of the
Employee subsequent to, or coincident with, his Eligible Benefit Date.

         1.7 "Termination of Service" means the Employee's ceasing his service
with the Company for any reason whatsoever, whether voluntary or involuntary,
except death.

         1.8 "Committee" means the Administrative Committee appointed to manage
and administer the Plan pursuant to Section 4.1.

         1.9 "Beneficiary" means the person or persons designated by an Employee
pursuant to Section 3.6.

         1.10 References to an Employee's or Beneficiary's age are to his or her
chronological age.



         1.11 "T Bill Rate" means the average bond equivalent interest rate for
ninety (90) days U.S. Treasury Bills for the week including the first day of
each month as provided by the Company averaged over the applicable period.

         1.12 "Disability" means any termination of service before an Employee
attains age sixty (60) which the Committee, in its complete and sole discretion,
determines is by reason of an Employee's total and permanent disability. If an
Employee makes application for disability benefits under the Social Security
Act, as now in effect or as hereafter amended, and qualifies for such benefits,
he shall be presumed to qualify as totally and permanently disabled under this
Plan. The Committee may require the Employee to submit to an examination by a
competent physician or medical clinic selected by the Committee. On the basis of
such medical evidence, the determination of the Committee as to whether or not a
condition of total and permanent disability exists shall be conclusive. To
constitute disability, the same must be continuous for at least six (6) months
and must commence after the Employee has become a participant in the Plan and
must commence before the Employee attains age sixty (60).

         1.13 "Benefit Unit" means each separate unit of participation by an
Employee under the Plan. A separate Benefit Unit shall exist with respect to the
Total Employee's Deferral Amount associated with each separate annual election
or special "rollover" election. A separate Exhibit A to the Agreement shall be
completed for each separate Benefit Unit.

         1.14 "Total Employee's Deferral Amount" means the total aggregate
deferral amount which the Employee has agreed to invest with respect to a
particular Benefit Unit under the Plan.



         1.15 "Deferred Benefit Account" means the separate account maintained
for each Employee for each Benefit Unit as defined in Section 2.1 of the
Agreement.

         1.16 "Change in Control" of the Company shall mean the occurrence of
any of the following:

                  (i) any "person" (as that term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding the Company, its
affiliates, any qualified or non-qualified plan maintained by the Company or its
affiliates, and any Passive Investor) becomes the "beneficial owner" (as defined
in Rule 13d-3 promulgated under such Act), directly or indirectly, of securities
of the Company representing more than 20% of the combined voting power of the
Company's then outstanding securities;

                  (ii) during a period of 24 months, a majority of the Board of
Directors of the Company ceases to consist of the existing membership or
successors nominated by the existing membership or their similar successors;

                  (iii) shareholder approval of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than sixty
percent (60%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; or

                  (iv) shareholder approval of either (a) a complete liquidation
or dissolution of the Company or (b) a sale or other disposition of all or
substantially all of the assets of the Company, or a transaction having similar
effect.




         For these purposes, "Passive Investor" shall mean any person who
becomes a beneficial owner of 20% or more of the combined voting power of the
Company's then outstanding securities solely because (a) of a change in the
aggregate number of voting shares outstanding since the last date on which the
person acquired beneficial ownership of any voting shares, or (b) (I) the person
acquired beneficial ownership of the shares based on calculations correctly
performed and using the Company's most current reports publicly on file with the
Securities and Exchange Commission which indicated that acquisition of the
shares would not cause the persons to become the beneficial owner of 20% or more
of the voting shares then outstanding, and (II) the person had no notice or
reason to believe that acquisition of the shares would result in the person
becoming the beneficial owner of 20% or more of the voting shares then
outstanding, and (III) the person sells a number of shares that reduced the
person's beneficial ownership of the voting shares to less than 20% of the
voting shares outstanding within ten (10) business days after receiving notice
from the Company that the 20% threshold had been exceeded.

         1.17 "Cause" shall mean the Employee's:

                  (i) fraud, misappropriation, embezzlement or other willful and
               knowing act of material misconduct against the Company or any of
               its affiliates;

                  (ii) substantial and willful failure to render services in
               accordance with the terms of Employee's employment, provided that
               (a) a demand for performance of services has been delivered to
               the Employee by the Board of Directors of the Company at least 30
               days prior to termination identifying the manner in which such
               Board of Directors believes that the Employee has failed to
               perform and (b) the Employee has thereafter failed to remedy




               such failure to perform within thirty (30) days after delivery of
               such demand for performance;

                  (iii) willful and knowing violation of any rules or
               regulations of any governmental or regulatory body material to
               the business of the Company; or

                  (iv) conviction of or plea of nolo contendere to a felony.

         1.18 "Good Reason" shall mean any of the following which occurs
subsequent to a Change in Control of the Company without Employee's prior
consent:

          (i)  any adverse change or reduction in Employee's authorities, duties
               or responsibilities (including reporting responsibilities); the
               assignment to Employee of any duties or work responsibilities; or
               any removal of Employee from, or failure to reappoint or reelect
               him to any office;

          (ii) a reduction in or failure to pay any portion of Employee's annual
               base salary or annual bonus (except for failure to meet
               reasonable conditions for receipt of the bonus) as in effect on
               the date of the Change in Control or as the same may be increased
               from time to time thereafter;

          (iii) the failure by Company to provide Employee with compensation and
               benefits (including, without limitation, incentive, bonus and
               other compensation plans and any vacation, medical,
               hospitalization, life insurance, dental or disability benefit
               plan), or cash compensation in lieu thereof, which are, in the
               aggregate, no less favorable than those provided by Company to
               Employee immediately prior to the occurrence of the Change in
               Control, other than an isolated, immaterial, and inadvertent
               failure not taken in bad faith and which are remedied by the



               Company promptly after receipt of a reasonable written notice
               thereof given by Employee;

          (iv) Employee being required to relocate to a principal place of
               employment more than fifty (50) miles from his place of
               employment immediately prior to the occurrence of a Change of
               Control.


         1.19 "Special Company Credits" means the total amount added to Deferred
Benefit Account.

                                       II.

                         EMPLOYEE COMPENSATION REDUCTION

         2.1 Employee Compensation. In order to participate in any Benefit Unit
under the Plan, an Employee shall execute the Agreement and irrevocably elect to
reduce the amount of his compensation to be earned following the effective date
of the Plan in the amounts and with respect to the years specified in paragraph
4 and Schedule A of the Agreement. A separate Exhibit A to the Agreement shall
be completed for each separate Benefit Unit. The original effective date of the
Plan was June 1, 1984, and the first year of the Plan ended on December 31,
1984. Thereafter, the Plan year will be a calendar year basis. Any eligible
Employee electing to participate in a Benefit Unit under the Plan during the
first Plan year made an election prior to the effective date of the Plan.
Thereafter, any eligible Employee electing to participate in a Benefit Unit
under the Plan during a subsequent Plan year shall make an election prior to the
beginning of such Plan year.

         2.2 Special Rollover. In its sole discretion, the Committee may permit
an Employee to make a special "rollover" election to transfer amounts which were
previously deferred under the Company's Management Incentive Plan to this Plan.



         In such event the Committee shall establish and maintain a separate
Rollover Deferred Benefit Account for each Employee who makes a rollover
transfer to this Plan. Such Rollover Deferred Benefit Account shall be deemed to
bear interest at the same rate and subject to the same conditions as other
Deferred Benefit Accounts pursuant to paragraph 6 of the Agreement. Each
Employee who makes a rollover transfer to a Rollover Deferred Benefit Account
shall be treated for purposes of determining benefits under the Plan as having a
Benefit Unit with respect to which (a) the amount of the rollover transfer shall
be treated as the "Total Employee's Deferral Amount" and (b) the total
Employee's Deferral Amount shall be treated as completed.

         2.3 Special Company Credit: The Administration Committee (as
hereinafter defined) may authorize the Company to credit an Employee's Deferred
Benefit Account with a Special Company Credit in such amount(s), at such
time(s), on such terms and subject to such conditions as the Committee, in its
discretion, shall determine.

        The Company shall be under no obligation to credit or continue to
credit any such amount(s), and may modify the terms and conditions applicable to
any amount(s) not theretofore credited, to an Employee's Deferred Benefit
Account. To qualify for Company Special Credits, a participant shall be an
employee who is terminating his employment or would be unable to qualify for the
eligibility provisions for Normal Benefits due to extraordinary circumstances,
such as early retirement at Company's request.

                                      III.

                                    BENEFITS

         3.1 Normal Benefit. Subject to the Employee's continuation in Service
until his Eligible Benefit Date, the Company shall pay to the Employee monthly
as compensation




for services rendered prior to such date the amount per annum specified in
paragraph 7 of the Agreement for twenty (20) consecutive years. The first such
payment shall be made on the last day of the first full calendar month following
the month during which the Employee reaches his Retirement Date.

         3.2 Continuation of Normal Benefit. If an Employee has reached his
Eligible Benefit Date and dies prior to receiving payment of all of his Normal
Benefit, his Beneficiary shall be entitled to receive the remaining Normal
Benefit payments, if any, that would have been paid to the Employee if the
Employee had survived until he had received two hundred forty (240) monthly
payments of Normal Benefits.

         3.3 Alternate Benefit. In lieu of the Normal Benefit, if the Employee
continues in Service until his Eligible Benefit Date, the Employee may elect in
writing, at any time before the end of the Plan year preceding his Retirement
Date, to receive a lump sum payment of the balance of his Retirement Deferred
Benefit Accounts for all of his Benefit Units calculated as provided in
paragraphs 2.1 and 7 of the Agreement. Payment of the Alternate Benefit shall be
made within thirty (30) days following the Employee's Retirement Date. No
Survivor Benefits or other benefits shall be payable under the Plan after the
Employee receives payment of the Alternate Benefit.

         3.4 Termination Benefits. Except as provided in Section 3.5, upon any
Termination of Service of the Employee before his Eligible Benefit Date, the
Company shall pay to the Employee as compensation for services rendered prior to
his Termination of Service the following, subject to paragraph 8 of the
Agreement:

         (a) A lump sum equal to the amounts by which his compensation has been
reduced pursuant to paragraph 4 of the Agreement, plus any amounts contributed
by the Company toward funding of the Company's obligation to the Employee for
payment of the




termination benefit, plus interest on the aforesaid amounts at the T Bill Rate
(or at the Retirement Interest Yield, as defined in paragraph 2.3(a) of the
Agreement, with respect to any Benefit Unit which the Employee has participated
in for at least eight (8) years and has completed his deferrals of the Total
Employee's Deferral Amount) credited in the manner provided in paragraph 8 of
the Agreement (the "Termination Benefit"). For the purpose of the Plan, the date
of making reductions in the compensation paid to the Employee shall be specified
by the Committee, and all reductions in compensation paid to the Employee during
the Plan year shall be considered to have been made not later than the last day
of the applicable Plan year.

         Payment of the Termination Benefit shall be made within thirty (30)
days following Termination of Service.

         (b) The Committee, in its sole discretion, may elect to make payment of
the amount set forth in subparagraph (a) above in five (5) consecutive annual
installments, the first of which shall be paid within thirty (30) days following
Termination of Service. Interest shall continue to be credited on the unpaid
amounts as provided in paragraph 8 of the Agreement.

         3.5 Survivor Benefits. If the Employee dies while in the Service of the
Company and prior to his Eligible Benefit Date, the Company shall pay to the
Employee's Beneficiary in annual installments for a period of twenty (20) years
the survivor benefit described in paragraph 9(a) of the Agreement. The first of
such payments shall be paid on the last day of the first full calendar month
following the month of the Employee's death.

         If the Employee was eligible to receive the Normal Benefit at his
death, his Beneficiary shall be entitled to receive the remaining Normal Benefit
payments, and




thereafter his surviving spouse (if any) shall receive two-thirds of his annual
Normal Benefit for the remainder of her lifetime; provided, however, that in the
event the surviving spouse is more than three (3) years younger than the
Employee at the time of his death, the benefit payable to the surviving spouse
shall be reduced on an actuarial basis.

         No Survivor Benefits or other benefits shall be payable under the Plan
after an Employee receives payment of the Alternate Benefit as provided in
Section 3.3. There shall be a 50% or 100% reduction in Survivor Benefits with
respect to a Benefit Unit in the event of a 50% or 100% withdrawal,
respectively, from such Benefit Unit pursuant to Section 3.8.

         3.6 Recipients of Payments; Designation of Beneficiary. All payments to
be made by the Company under the Plan shall be made to the Employee during his
lifetime provided that if the Employee dies prior to the completion of such
payments, then all subsequent payments under the Plan shall be made by the
Company to the beneficiary or beneficiaries designated in accordance with this
Section. The Employee may from time to time change the designated beneficiary or
beneficiaries by filing a new designation in writing with the Committee. In the
event the Employee shall designate more than one (1) beneficiary, the Employee
shall also designate the percentage of benefit to be paid to each. If no
designation shall be in effect at the time when any benefits payable under this
Plan become due, the beneficiary shall be determined pursuant to paragraph 12(c)
of the Agreement.

         3.7 Disability Benefits. If the Employee becomes disabled as
hereinbefore defined while in the Service of the Company prior to the time when
the Employee would be entitled to the Normal Benefit and prior to attainment of
age sixty (60), the Company shall pay to the Employee during the period such
disability continues, in monthly




installments, the annual disability benefit described in paragraph 10 of the
Agreement until the Employee has attained age sixty (60), at which time the
Employee shall be entitled to receive Normal Benefits or Alternate Benefits as
defined in Sections 3.1 and 3.3 hereof even though the Employee may not meet the
length of service or the length of participation provisions hereof. The
disability benefit shall be paid in accordance with paragraph 10 of the
Agreement and shall be prorated for any period of less than one (1) year, and
the first monthly payment of disability benefits shall be on the last day of the
sixth full calendar month following the onset of such disability.

         3.8 Withdrawals.

         (a) A Participant who is in active Service may elect at any time to
receive an immediate lump sum payment of either 50% or 100% of the balance of
his Deferred Benefit Accounts for all of his Benefit Units, reduced by a
penalty, which shall be forfeited to the Company, equal to ten percent (10%) of
the portion (50% or 100%) of the balance of such Deferred Benefit Accounts to be
withdrawn, in lieu of payments in accordance with the form previously elected by
the Participant.

         (b) A Participant who is no longer in active Service or a Beneficiary
of a deceased Participant may elect at any time to receive an immediate lump sum
payment of 100% of the balance of his interest in Deferred Benefit Accounts for
all Benefit Units, reduced by a penalty, which shall be forfeited to the
Company, equal to ten percent (10%) of his interest in the balance of such
Deferred Benefit Accounts, in lieu of payments in accordance with the form
previously elected by the Participant.

         (c) Upon a finding that a Participant or Beneficiary has suffered a
Financial Hardship, the Administrative Committee may, in its sole discretion,
permit withdrawals under paragraphs (a) or (b) above without imposing any
penalty. Applications for




hardship withdrawals and determinations thereon by the Administrative Committee
shall be in writing, and a Participant or Beneficiary may be required to furnish
written proof of the Financial Hardship.

         A "Financial Hardship" shall mean an immediate and heavy financial need
of the Participant or Beneficiary, determined by the Administrative Committee on
the basis of written information supplied by the Participant or Beneficiary, in
accordance with such standards as are, from time to time, established by the
Administrative Committee.

         (d) All withdrawals shall result in a termination of the Benefit Unit,
if 100% of the Deferred Benefit Account is withdrawn, or reduction of the
Benefit Unit, if 50% of the Deferred Benefit Account is withdrawn, which shall
be treated in the manner described in paragraph 13(a) or (b) of the Agreement,
respectively.

         3.9 Withholding and Employment Taxes. To the extent required by the law
in effect at the time payments are made, the Company shall withhold any taxes
required to be withheld by the federal or any state or local government from
payments made hereunder.

                                       IV.

                         CONDITIONS RELATED TO BENEFITS

         4.1 Administration of Agreement. The Board of Directors shall appoint
an Administrative Committee consisting of one or more persons to administer the
Plan and to interpret and apply its provisions in accordance with its terms. The
Committee shall select the Employees who are eligible to participate in the
Plan. A member of the Committee shall not vote or act upon any matter which
relates solely to such member as an




Employee. In the absence of the appointment of an Administrative Committee,
references herein to the Committee shall mean the Board of Directors of the
Company.

         4.2 Rights on Termination of Service. Except as expressly provided in
this Plan, the Company shall not be required or liable to make any payment under
this Plan subsequent to the Termination of Service of the Employee.

         4.3 No Right to Company Assets. Neither the Employee nor any other
person shall acquire by reason of the Plan or Agreement any right in or title to
any assets, funds or property of the Company whatsoever including, without
limiting the generality of the foregoing, any specific funds or assets which the
Company, in its sole discretion, may set aside in anticipation of a liability
hereunder, nor in or to any policy or policies of insurance on the life of the
Employee owned by the Company. No trust shall be created in connection with or
by the execution or adoption of this Plan or the Agreement, and any benefits
which become payable hereunder shall be paid from the general assets of the
Company. The Employee shall have only a contractual right to the amounts, if
any, payable hereunder unsecured by any asset of the Company.

         4.4 No Employment Rights. Nothing herein shall constitute a contract of
continuing service or in any manner obligate the Company to continue the
services of the Employee or obligate the Employee to continue in the service of
the Company, and nothing herein shall be construed as fixing or regulating the
compensation payable to the Employee.

         4.5 Company's Right to Terminate. The Company reserves the sole right
to terminate the Plan and/or the Agreement pertaining to the Employee at any
time prior to the commencement of payment of his benefits or the occurrence of
an event which entitles him to payment of his benefits, provided, however, that
the Company may only




terminate the Agreement pertaining to the Employee if it terminates the
Agreements of all similarly situated Employees. In the event of any such
termination, the Employee shall be entitled to the amount specified in Section
3.4 of this Plan at the time of termination of the Plan and/or his Agreement. If
such termination occurs after a Change in Control (a) the amount specified in
Section 3.4 shall be calculated using the Retirement Interest Yield, and (b)
each Employee participant shall also receive a lump sum payment equal to fifteen
percent (15%) of the Employee's base salary and target annual bonus for the year
of termination times the multiple of base salary and target annual bonus used in
determining the Employee's severance benefits under the Employee's Change in
Control Agreement. If the Employee is not party to a Change in Control
Agreement, the multiple shall be one and one-half. For these purposes, "target
annual bonus" shall mean the bonus Employee could have earned under the
Company's bonus program for senior management for the fiscal year of the Company
in which his date of termination occurs if the goals established in connection
with such bonus program had been achieved at the "expected" level. If the
Company fails to make a payment required under the Plan after a Change in
Control, the Plan shall be deemed terminated and each Employee shall receive the
payments described above.

         4.6 Protective Provisions. The Employee will cooperate with the Company
by furnishing any and all information requested by the Company in order to
facilitate the payment of benefits hereunder, taking such physical examinations
as the Company may deem necessary and taking such other actions as may be
requested by the Company. If the Employee refuses to cooperate, the Company
shall have no further obligation to the Employee under the Plan or his
Agreement. In the event of the Employee's suicide during the first two (2) years
of his deferral period for any Benefit Unit or if the Employee makes




any material misstatement of information or non-disclosure of medical history,
then benefits may be payable to the Employee under the Plan in a reduced amount,
in the Company's sole discretion, provided that the benefits shall at least be
equal to the aggregate amounts deferred under the Plan by the Employee.

         4.7 Offset. If at the time payments or installments of payments are to
be made hereunder the Employee or the beneficiary or both are indebted or
obligated to the Company, then the payments remaining to be made to the Employee
or the beneficiary or both may, at the discretion of the Company, be reduced by
the amount of such indebtedness or obligation; provided, however, that an
election by the Company not to reduce any such payment or payments shall not
constitute a waiver of its claim for such indebtedness or obligation.

         4.8 Arbitration. Any controversy or claim arising out of or relating to
this Plan or the Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration, and judgement upon
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall occur in Elkhart, Indiana. The fees
and expenses of any arbitration shall be awarded by the arbitrator(s).

                                       V.

                                  MISCELLANEOUS

         5.1 Nonassignability. Neither the Employee nor any other person shall
have any right to commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
the amounts, if any, payable hereunder, or any part thereof, which are and all
rights to which are expressly declared to be unassignable and non-transferable.
No part of the amounts payable shall, prior to




actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by the Employee or any
other person, or be transferable by operation of law in the event of the
Employee's or any other person's bankruptcy or insolvency.

         5.2 Gender and Number. Wherever appropriate herein, the masculine may
mean the feminine and the singular may mean the plural or vice versa.

         5.3 Notice. Any notice required or permitted to be given under the Plan
shall be sufficient if in writing and hand delivered, or sent by registered or
certified mail, and if given to the Company, delivered to the principal office
of the Company, directed to the attention of the President of the Company. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark or the receipt for registration or
certification.

          5.4  Amendments. This Plan and any Agreements pursuant to this Plan
               shall be subject to amendment from time to time as the Board of
               Directors, in its sole discretion and upon advice of counsel,
               shall deem necessary or desirable to accomplish the intended
               purposes of the Plan and to avoid unintended burdens upon the
               Company which may arise from changes in law or regulations
               becoming effective after the date of approval of this Plan, or
               arising from adverse business conditions or for any other reason.
               Such amendments shall become effective only on and after the date
               of adoption of such amendments and shall operate prospectively
               only and may not be more adverse to an Employee than if the Plan
               or his Agreement were terminated pursuant to Section 4.5 of the
               Plan. In no event may the Company amend the




               Plan and/or the Agreement of any Employee to adversely affect any
               vested rights of an Employee without the consent of the Employee.

         5.5 Invalid Provisions. If any provision or provisions of this Plan or
of any Agreement shall be determined to be invalid, such invalid provision or
provisions shall not affect any other provisions of this Plan or of the
Agreements, and all other provisions shall remain in full force and effect.

                                       VI.

                         FUNDING UPON CHANGE IN CONTROL

         The Company, immediately before or coincident with a Change in Control
of the Company, shall fully fund its obligations under this Plan by de4livering
assets to the Trustee of the Coachmen Industries, Inc. Executive Benefit and
Estate Accumulation Trust created pursuant to an agreement dated April 14, 2000
between the Company and the Northern Trust Company equal in value to the sum of
(a) the Company's accrued liability to participants in the Plan as of December
31, 1999, and (b) the amount of compensation deferred by the participants from
December 31, 1999 to the date of funding plus the amount of the Company's
contribution required with respect to the amount deferred and interest on the
amounts deferred and contributed at the Retirement Interest Yield, less (c) any
amounts paid out to participants from December 31, 1999 to the date of funding.
An independent third party selected by the Company's independent auditors shall
determine the amount of funding required upon the Change in Control. The Company
shall also fund its obligations with respect to Employee contributions made
after a Change in Control by transferring Company assets to the Trustee on or
before the last day of each Plan year equal in value to the amount of
compensation deferred by the




participants during the Plan year plus the amount of the Company's contribution
required with respect to the amount deferred and interest on the amounts
deferred and contributed at the Retirement Interest Yield, less any amounts paid
out to participants during the Plan year. The Company may transfer life
insurance policies which it owns, cash, irrevocable letters of credit,
performance bonds or other assets, rights or agreements to satisfy this funding
requirement.

         IN WITNESS WHEREOF, the Company has adopted this amended and restated
Executive Benefit and Estate Accumulation Plan, on October 20, 2000, effective
as of the 30th day of September, 2000.

         Further, on October 20, 2000, the undersigned certifies that the Board
of Directors appointed the Compensation Committee of the Board of Directors as
the Administrative Committee under the Plan, and delegated to the Compensation
Committee authority to amend the plan within its discretion and pursuant to
Section 5.4 Amendments of the plan. COACHMEN INDUSTRIES, INC.



                                            By__________________________________
                                            Richard M. Lavers
                                            Its Secretary