S-8

As filed with the Securities and Exchange Commission on July 30, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933
CHAMPION ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan (State or Other Jurisdiction of Incorporation or Organization)	38-2743168 (I.R.S. Employer Identification No.)
2701 Cambridge Ct., Suite 300, Auburn Hills, Michigan (Address of Principal Executive Offices)	48326 (Zip Code)

1993 Management Stock Option Plan
(formerly 1993 Middle Management Stock Option Plan)
Ten Individual Stock Option Agreements
(Full Title of the Plan)

John J. Collins, Jr., Esq.
Senior Vice President, General Counsel and Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326
(Name and Address of Agent for Service)

Telephone Number, Including Area Code, of Agent for Service: (248) 340-9090

Copy to:
D. Richard McDonald
Dykema Gossett PLLC
39577 Woodward Avenue, Suite 300
Bloomfield Hills, Michigan 48304

CALCULATION OF REGISTRATION FEE

					Proposed Maximum		Amount of
Title of Securities	Amount To Be		Proposed Maximum		Aggregate Offering		Registration
to be Registered	Registered		Offering Price Per Share*		Price*		Fee
Common Stock, $1.00 par value		1,684,000	$	5.18	$	8,723,120	$	706

*Estimated solely for purposes of computing the Registration Fee, at $5.18 per share, the average price for shares of the Common Stock on July 24, 2003, as reported on the New York Stock Exchange, pursuant to Rule 457(h).

PROSPECTUS

Champion Enterprises, Inc.
Suite 300
2701 Cambridge Court
Auburn Hills, Michigan 48326
(248) 340-9090

Shares of Common Stock
$1 par value

     The 140,000 shares of the Common Stock of Champion Enterprises, Inc. (the “Company”) offered by this Prospectus are outstanding shares of the Common Stock which may be sold from time to time in the market or in other transactions by certain selling shareholders of the Company. See “Plan of Distribution” and “Selling Shareholders.” The Company will not receive any of the proceeds from these sales. The Common Stock is traded on the New York Stock Exchange. On July 28, 2003, the closing price for the Common Stock as traded on the New York Stock Exchange was $5.05, as reported in the Wall Street Journal.

This offering is not underwritten.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     No dealer, salesman, or other person has been authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representation must not be relied upon. The delivery of this Prospectus at any time does not imply that the information herein is correct as of any time subsequent to the date hereof.

The date of this Prospectus is July 30, 2003.

TABLE OF CONTENTS

Opinion of Dykema Gossett PLLC

Nonqualified Stock Option Agreement/Brian Rowland

Nonqualified Stock Option Agreement/Chip Asch

Nonqualified Stock Option Agreement/Tara Connors

Nonqualified Stock Option Agreement/Rick Hampton

Nonqualified Stock Option Agreement/Tom Hinsch

Nonqualified Stock Option Agreement/Dave Kenton

Nonqualified Stock Option Agreement/Martin McNabb

Nonqualified Stock Option Agreement/Brad Pentola

Nonqualified Stock Option Agreement/Abdul Rajput

Consent of PricewaterhouseCoopers LLP

TABLE OF CONTENTS

Additional Information	3
Incorporation by Reference	3
Risk Factors	4
Cautionary Statement Concerning Forward-Looking Statements	4
Plan of Distribution	4
Selling Shareholders	5
Legal Counsel	6
Experts	6

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ADDITIONAL INFORMATION

     This Prospectus constitutes a part of a Registration Statement filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any documents are not necessarily complete, and in such instance reference is made to the copy of such documents filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. This Registration Statement may be inspected by anyone at the office of the Commission without charge, and copies of all or any part of it may be obtained upon payment of the Commission’s charge for copying.

     The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information may be inspected and copied at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the website is www.sec.gov.

     The Company’s Common Stock is traded on the New York Stock Exchange, the Chicago Stock Exchange, and the Pacific Stock Exchange under the trading symbol “CHB.” These reports, proxy statements, and other information are also available for inspection at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104.

INCORPORATION BY REFERENCE

     The following documents filed by the Company with the Commission are incorporated by reference in this Prospectus:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002.
(b)	The Company’s Current Reports on Form 8-K filed January 21, 2003, February 10, 2003, February 12, 2003, two on April 16, 2003, June 12, 2003, June 30, 2003, July 3, 2003, July 16, 2003, and July 21, 2003.
(c)	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2003.

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(d)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in Paragraph (a) above.
(e)	The description of the Common Stock of the Company contained in the Registration Statement on Form 8-A, No. 1-9751 filed under the Securities Exchange Act of 1934.

     All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Prospectus and prior to the termination of the offering of the securities covered by this Prospectus shall be deemed to be incorporated herein by reference and to be a part hereof from the respective date of filing of each such document. The Company will provide, without charge, to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents). Requests should be directed to John J. Collins, Jr., Senior Vice President, General Counsel and Secretary, Champion Enterprises, Inc., 2701 Cambridge Court, Suite 300, Auburn Hills, Michigan 48326, (248) 340-9090.

RISK FACTORS

     An investment in the Company’s Common Stock involves risk. You should carefully consider the risk factors included in the Forward Looking Statements section of our most recently filed Form 10-K or Form 10-Q, which is incorporated by reference into this Prospectus.

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS

     Some statements incorporated by reference in this Prospectus constitute forward-looking statements as such term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements are subject to certain factors that could cause actual results to differ materially from those projected in the forward-looking statements. These factors are discussed in and are incorporated by reference to our most recently filed Form 10-K or Form 10-Q under the section entitled Forward Looking Statements.

PLAN OF DISTRIBUTION

     The 140,000 shares of Common Stock being offered by this Prospectus are being offered by certain shareholders of the Company listed under “Selling Shareholders” ( the “Selling Shareholders”). These shares have been issued to the Selling Shareholders pursuant to certain Nonqualified Stock Option Agreements.

     The shares of Common Stock offered by the Selling Shareholders may be sold from time to time on the New York Stock Exchange or in the over-the-counter market or shares may be offered in independent transactions, in negotiated transactions or otherwise. In addition, the shares of Common Stock may be sold in transactions pursuant to Rule 144 under the Securities

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Act of 1933, in which case any shares sold pursuant to Rule 144 may be deemed to be registered securities. The Selling Shareholders may also sell some or all of the shares in transactions involving broker-dealers who may acquire shares as principal. Sales will be in the quantities, at the time, and through registered broker-dealers to be determined from time to time by each Selling Shareholder. No arrangements for any broker-dealer to act on behalf of the Selling Shareholders have yet been made. It is anticipated that any selling broker-dealers engaged by the Selling Shareholders will receive only their customary brokerage commissions. Participating broker-dealers may be deemed underwriters of the shares within the meaning of the Securities Act of 1933, in which event all such compensation to be received by them may be deemed underwriting compensation.

     Sales of the shares of the Common Stock offered by the Selling Shareholders will be made at prices per share approximating market prices prevailing at the time of the sales. The Company will not receive any of the proceeds of the sales. Any brokerage commissions due to any broker engaged by any Selling Shareholder, and any expenses incurred by any Selling Shareholder in connection with the offering made hereby, will be borne by the Selling Shareholder. The Company is bearing the legal and accounting expense incurred in the preparation and filing of the Registration Statement of which this Prospectus is a part and the filing fee there under.

SELLING SHAREHOLDERS

     Certain information is provided below with respect to each of the Selling Shareholders. The information includes the name and address of each Selling Shareholder, present positions, offices and material relationships with the Company and its subsidiaries during the past three years, the number of shares of the Common Stock of the Company beneficially owned, the number of shares offered by this Prospectus and the amount and (if one percent or more) percentage of the Common Stock to be owned by the Selling Shareholders after the offering. The following table does not include non-affiliates, each of whom may sell up to 1,000 shares.

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		Shares of Company Common Stock
					Amount
					and
	Present Positions, Offices				Percent of
	or Relationships with				Common
	Company and its Affiliates	Owned as			Stock
	During the Past Three (3)	of Date of	Offered by this		After
Name and Address	Years	Prospectus	Prospectus		Offering
Phyllis A. Knight,
2701 Cambridge Ct.
Suite 300,	Executive Vice
Auburn Hills, MI	President & Chief
48326	Financial Officer	120,000		120,000	*
Abdul H. Rajput,
10801 Maskin Dr.
Suite 500,	Former President,
Overland Park, KS	HomePride Finance
66210	Corp.	20,000		20,000	*

•     less than 1%

LEGAL COUNSEL

     The validity of the Common Stock offered hereby will be passed upon for the Company by Dykema Gossett PLLC of Bloomfield Hills, Michigan.

EXPERTS

     The financial statements incorporated in this Prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 28, 2002, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Champion Enterprises, Inc. (“the Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002.
(b)	The Company’s Current Reports on Form 8-K filed January 21, 2003, February 10, 2003, February 12, 2003, two on April 16, 2003, June 12, 2003, June 30, 2003, July 3, 2003, July 16, 2003, and July 21, 2003.
(c)	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2003.
(d)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in Paragraph (a) above.
(e)	The description of the Common Stock of the Company contained in the Registration Statement on Form 8-A, No. 1-9751 filed under the Securities Exchange Act of 1934.

     All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

     The description of securities being offered is set forth in Item 3(e).

Item 5. Interests of Named Experts and Counsel.

     Not Applicable

Item 6. Indemnification of Directors and Officers.

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     Michigan Business Corporation Act

     The Company is organized under the Michigan Business Corporation Act (the “Michigan Act”) which, in general, empowers Michigan corporations to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another enterprise, against expenses, including attorney’s fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

     The Michigan Act also empowers Michigan corporations to provide similar indemnity to such a person for expenses, including attorney’s fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with actions or suits by or in the right of the corporation if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the interests of the corporation or its shareholders, except in respect of any claim, issue or matter in which the person has been found liable to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnification in view of all relevant circumstances, in which case indemnification is limited to reasonable expenses incurred.

     The Michigan Act also permits a Michigan corporation to purchase and maintain on behalf of such a person insurance against liabilities incurred in such capacities. The Company has obtained a policy of directors’ and officers’ liability insurance.

Bylaws of the Registrant

     The Company’s Bylaws generally require the Registrant to indemnify officers and directors to the fullest extent legally possible under the Michigan Act and provide that similar indemnification may be afforded employees and agents.

Item 7. Exemption from Registration Claimed.

     Not Applicable

Item 8. Exhibits.

     The following exhibits are filed as part of this Registration Statement:

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4.1	Champion Enterprises, Inc. 1993 Management Stock Option Plan, as amended and restated as of December 3, 2002, filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 and incorporated herein by reference.
5	Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder.
10.1	Nonqualified Stock Option Agreement dated October 17, 2002 between the Company and Phyllis A. Knight, filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 and incorporated herein by reference.
10.2	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Brian Rowland.
10.3	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Chip Asch.
10.4	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Tara Connors-Lancaster.
10.5	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Rick Hampton.
10.6	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Tom Hinch.
10.7	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Dave Kenton.
10.8	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Martin McNabb.
10.9	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Brad Pentola.
10.10	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Abdul Rajput.
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24	Power of Attorney (see “Signatures”)

Item 9. Undertakings.

     (1)  The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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          (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

          (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings in clauses (1)(i) and (1)(ii) will not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

     (2)  The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  The undersigned registrant hereby undertakes to remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4)  The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) or the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auburn Hills, State of Michigan on July 29, 2003.

CHAMPION ENTERPRISES, INC.
By:	/s/ Albert A. Koch Albert A. Koch Chairman of the Board of Directors President and Chief Executive Officer

POWER OF ATTORNEY

     Each of the undersigned whose signature appears below hereby constitutes and appoints Albert A. Koch and John J. Collins, Jr. and each of them acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, under the Securities Act of 1933.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 29, 2003

	Title
/s/ Albert A. Koch Albert A. Koch	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
/s/ Phyllis A. Knight Phyllis A. Knight	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Richard P. Hevelhorst Richard P. Hevelhorst	Vice President and Controller (Principal Accounting Officer)
/s/ Robert W. Anestis Robert W. Anestis	Director
/s/ Eric S. Belsky Eric S. Belsky	Director
/s/ Selwyn Isakow Selwyn Isakow	Director
/s/ Brian D. Jellison Brian D. Jellison	Director
/s/ G. Michael Lynch G. Michael Lynch	Director
/s/ George R. Mrkonic George R. Mrkonic	Director
Walter R. Young	Director

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Champion Enterprises, Inc. 1993 Management Stock Option Plan, as amended and restated as of December 3, 2002, filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 and incorporated herein by reference.
5	Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder.
10.1	Nonqualified Stock Option Agreement dated October 17, 2002 between the Company and Phyllis A. Knight, filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002 and incorporated herein by reference.
10.2	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Brian Rowland.
10.3	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Chip Asch.
10.4	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Tara Connors-Lancaster.
10.5	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Rick Hampton.
10.6	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Tom Hinch.
10.7	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Dave Kenton.
10.8	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Martin McNabb.
10.9	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Brad Pentola.
10.10	Nonqualified Stock Option Agreement dated April 30, 2002 between the Company and Abdul Rajput.
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24	Power of Attorney (see “Signatures”)

12 EX-5 3 k78579exv5.htm OPINION OF DYKEMA GOSSETT PLLC

Exhibit 5

[Dykema Gossett Letterhead]

July 30, 2003

Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Ladies and Gentlemen:

     We have served as counsel to Champion Enterprises, Inc. (the “Company”) in connection with the preparation of the Registration Statement (Form S-8) to be filed by the Company on July 30, 2003 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, representing the issuance in the manner described in the Registration Statement of 1,684,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”), pursuant to the 1993 Management Stock Option Plan and Ten individual nonqualified stock option agreements.

     We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

     Based upon such examination and our participation in the preparation of the Registration Statement, it is our opinion that (1) the Company is duly incorporated and validly existing as a corporation in good standing under the laws of Michigan and (2) the Common Stock, when issued in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.

     We consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

Very truly yours,

DYKEMA GOSSETT PLLC

/s/ D. RICHARD MCDONALD

D. Richard McDonald

EX-10.2 4 k78579exv10w2.txt NONQUALIFIED STOCK OPTION AGREEMENT/BRIAN ROWLAND EXHIBIT 10.2 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Brian Rowland (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Brian Rowland Address: ____________________ ____________________ Work phone: ____________________ SSN: ______-_____-_______ Dated: ____________, 200___ 5 EX-10.3 5 k78579exv10w3.txt NONQUALIFIED STOCK OPTION AGREEMENT/CHIP ASCH EXHIBIT 10.3 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Chip Asch (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 10,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 2,500 April 30, 2003 2,500 April 30, 2004 2,500 April 30, 2005 2,500 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 10,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Chip Asch Address: _____________________ _____________________ Work phone:___________________ SSN: ______-_____-________ Dated: _____________, 200___ 5 EX-10.4 6 k78579exv10w4.txt NONQUALIFIED STOCK OPTION AGREEMENT/TARA CONNORS EXHIBIT 10.4 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Tara Connors-Lancaster (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Tara Connors-Lancaster Address: ____________________ ____________________ Work phone: ____________________ SSN: ______-_____-_______ Dated: ____________, 200___ 5 EX-10.5 7 k78579exv10w5.txt NONQUALIFIED STOCK OPTION AGREEMENT/RICK HAMPTON EXHIBIT 10.5 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Rick Hampton (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Rick Hampton Address: ____________________ ____________________ Work phone: ____________________ SSN: ______-_____-_______ Dated: ____________, 200___ 5 EX-10.6 8 k78579exv10w6.txt NONQUALIFIED STOCK OPTION AGREEMENT/TOM HINSCH EXHIBIT 10.6 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Tom Hinch (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Tom Hinch Address: ____________________ ____________________ Work phone: ____________________ SSN: ______-_____-_______ Dated: ____________, 200___ 5 EX-10.7 9 k78579exv10w7.txt NONQUALIFIED STOCK OPTION AGREEMENT/DAVE KENTON EXHIBIT 10.7 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Dave Kenton (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Dave Kenton Address: _____________________ _____________________ Work phone: ____________________ SSN: ______-_____-________ Dated: _____________, 200___ 5 EX-10.8 10 k78579exv10w8.txt NONQUALIFIED STOCK OPTION AGREEMENT/MARTIN MCNABB EXHIBIT 10.8 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Martin McNabb (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 10,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 2,500 April 30, 2003 2,500 April 30, 2004 2,500 April 30, 2005 2,500 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 10,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Martin McNabb Address: ____________________ ____________________ Work phone: ____________________ SSN: ______-_____-_______ Dated: ____________, 200___ 5 EX-10.9 11 k78579exv10w9.txt NONQUALIFIED STOCK OPTION AGREEMENT/BRAD PENTOLA EXHIBIT 10.9 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April 30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan corporation ("the Company"), for the benefit of Brad Pentola (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed by the Company or one of its Subsidiaries; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company and its subsidiaries. NOW, THEREFORE, the Company hereby grants the Optionee certain options to purchase Common Stock according to the following terms and conditions: 1. OPTIONS. Subject to the terms and conditions of this Grant, the Company hereby grants Optionee the right and option to purchase from the Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per share, which is 100% of the closing price of the Company's Common Stock on the New York Stock Exchange, as reported in The Wall Street Journal, for the Grant Date. The options granted pursuant to this Grant shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 1,000 April 30, 2003 1,000 April 30, 2004 1,000 April 30, 2005 1,000 April 30, 2006

No portion of this Grant shall be exercisable after the sixth anniversary of the Grant Date. This Grant may be exercised in installments. This Grant is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 1, the options granted pursuant to this Grant shall be immediately exercisable in full upon any Change in Control. 2. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Grant by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the 1 purchase price of the shares then to be purchased. Any Common Stock tendered must have been owned by the Optionee for at least six months and shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to the terms and conditions of this Grant, the company shall issue the shares in the name of Optionee. 3. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason before all or any portion of this Grant becomes exercisable, Optionee's right to exercise that portion of the Grant shall terminate and all exercise rights relating thereto shall cease. b) Termination Other Than Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated for any reason other than death or Disability, Optionee shall have the right, within the earlier of (1) the expiration of the option, or (2) three months after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. c) Death or Disability. If, on or after the first anniversary of this Grant, Optionee's employment is terminated due to Optionee's death or Disability, Optionee, or the person or persons whom the option shall have transferred by will or the laws of descent and distribution, shall have the right within the earlier of (1) the expiration of the option, or (2) one year after the termination of employment, to exercise any options pursuant to this Grant to the extent that they are exercisable and unexercised on the date of Optionee's termination of employment, subject to any other limitation on exercise contained in this Grant. d) Events Not Constituting a Termination. The transfer of Optionee from one corporation to another among the Company and any of its Subsidiaries, or a leave of absence under the leave policy of the Company or any of its Subsidiaries shall not be a termination of employment for purposes of this Grant. 4. NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 5. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Grant are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 6. NON-ASSIGNABILITY. The options granted by this Grant shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Grant, and no such transfer shall be effective to 2 bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Grant, shall include any person or entity to which any option is transferred. 7. WITHHOLDING OF TAXES. If Optionee is employed with the Company or any of its Subsidiaries on the date of an exercise, the Company will notify Optionee of the required withholdings relating to that exercise and Optionee shall pay such amount to the Company within the time stated in the notification. If Option fails to pay the Company during such time period, the Company shall have the right to offset the amounts owed from Optionee's compensation to satisfy such withholdings. If Optionee is no longer employed with the Company or any of its Subsidiaries on the date of an exercise, Optionee must pay to the Company the required withholdings relating to that exercise at the time of exercise. 8. DISPUTES. As a condition to the granting the options contained in this Grant, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Grant shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Grant shall be final and shall be binding and conclusive for all purposes. 9. NOTICES. Every notice relating to this Grant shall be in writing, any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. 10. DEFINITIONS. For the purposes of this Grant, certain words and phrases shall have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; 3 c) "Committee" means either the Compensation Committee or the Human Resources Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; h) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code. This Grant is made as of the Grant Date set forth above. ____________________________________ Walter R. Young, Jr. President and Chief Executive Officer Champion Enterprises, Inc. 4 EXHIBIT A NOTICE OF EXERCISE OF INDUCEMENT OPTIONS (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Ct., Suite 300 Auburn Hills, Michigan 48326 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase __________ stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. In exercising this option, I agree, upon notice from the Company, to (i) remit sufficient funds, or (ii) tender previously-acquired shares of the Company's Common Stock that have been held for more than six months, to satisfy any applicable income and employment tax withholding requirements in connection with my exercise of this option. If such funds are not received by the Company within the time period stated in the Company's notice, I authorize the Company to withhold from my compensation sufficient funds to satisfy such tax withholding requirements. ___________________________ Brad Pentola Address: _____________________ _____________________ Work phone: ____________________ SSN: ______-_____-________ Dated: _____________, 200___ 5 EX-10.10 12 k78579exv10w10.txt NONQUALIFIED STOCK OPTION AGREEMENT/ABDUL RAJPUT EXHIBIT 10.10 STOCK OPTION AGREEMENT CHAMPION ENTERPRISES, INC. INDUCEMENT OPTIONS THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this 30th day of April, 2002 (the "Grant Date"), by and between Champion Enterprises, Inc., a Michigan corporation ("the Company"), and Abdul Rajput (the "Optionee"). WITNESSETH: WHEREAS, Optionee is employed as President of HomePride Finance Corp. a subsidiary of the Company; and WHEREAS, the Company wishes to provide additional incentive to Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to remain in the employ of the Company; and WHEREAS, the Company desires that Optionee keep certain information that Optionee has acquired during Optionee's employment with the Company confidential, and that Optionee not compete with the Company for at least two years after Optionee's employment with the Company is terminated. NOW, THEREFORE, the Company and Optionee hereby agree as follows: 1. DEFINITIONS. For purposes of this Agreement, certain words and phrases have the following definitions: a) "Change in Control" means the occurrence of any of the following events: (1) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent or more of the outstanding Common Stock of the Company in a single transaction or a series of related transactions within a one-year period; (2) a sale of all or substantially all of the assets of the Company to any person, firm or corporation; or (3) a merger or similar transaction between the Company and another entity if shareholders of the Company do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction; b) "Code" means the Internal Revenue Code of 1986, as amended; c) "Committee" means the Compensation Committee of the Company; d) "Common Stock" means the common stock of the Company, par value $1.00; e) "Disability" means "disability" as defined under Section 22(e) of the Code; f) "Employment" or "Employed" (whether or not capitalized) means employment with the Company or any Parent or Subsidiary of the Company; g) "Good Cause" shall mean Optionee's gross misconduct, material breach of his duties or this Agreement, failure to follow the reasonable instructions of his superior, or an act of fraud or dishonesty by the Optionee. 1 h) "Parent" means any "parent corporation" as defined in Section 424(e) of the Code; i) "Subsidiary" means any "subsidiary corporation" as defined in Section 424(f) of the Code; and 2. FIRST PART. The Company grants Optionee the right and option to purchase from the Company 20,000 shares of the Company's Common Stock at a price equal to 40% of the closing price of the Company's Common Stock on the New York Stock Exchange on the Grant Date, as reported in The Wall Street Journal ($3.32) (the "First Part"). The First Part must be exercised in its entirety within 60 days of the Grant Date. This grant of the First Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this First Part until at least two (2) years from the date of exercise. In addition, if prior to the second anniversary of the Grant Date, Optionee terminates his employment with the Company or the Company terminates the Optionee's employment for Good Cause, Optionee shall retain only the following shares:

Date Employment Terminated Shares Retained -------------------------- --------------- Prior to 6 months from Grant Date 0 Prior to 12 months from Grant Date 5,000 Prior to 18 months from Grant Date 10,000 Prior to 24 months from Grant Date 15,000 24 months or more after the Grant Date 20,000

Shares not retained by Optionee above shall be forfeited and returned to the Company in exchange for the exercise price paid by Optionee for the forfeited shares. 3. SECOND PART. If Optionee exercises the First Part within 60 days from the Grant Date, the Company grants Optionee the right and option to purchase from the Company 80,000 shares of the Company's Common Stock at a price equal to 100% of the closing price of the Company's Common Stock on the New York Stock Exchange on the Grant Date, as reported in The Wall Street Journal ($8.30) (the "Second Part"). The Options granted under this Second Part shall not be immediately exercisable, but shall be exercisable according to the following schedule:

Number of Option Shares Date Exercisable - ----------------------- ---------------- 16,000 1st anniversary of Grant Date 16,000 2nd anniversary of Grant Date 16,000 3rd anniversary of Grant Date 16,000 4th anniversary of Grant Date 16,000 5th anniversary of Grant Date

This grant of the Second Part is conditioned upon the agreement by Optionee not to sell or otherwise transfer the shares acquired under this Second Part until at least six (6) months from the date of exercise. No portion of this Second Part shall be exercisable after the seventh anniversary of the Grant Date. The Second Part may be exercised in installments. This Second Part is not intended to be an incentive stock option within the meaning of Section 422 of the Code. Notwithstanding anything to the contrary contained in this Section 3, if the 2 Optionee exercises the First Part within 60 days of the Grant Date, the Second Part shall be immediately exercisable in full upon any Change in Control. 4. TERMINATION OF EMPLOYMENT. a) Before Option Becomes Exercisable. If Optionee's employment with the Company shall terminate for any reason prior to Optionee's exercise in full of the First Part, Optionee's right to exercise any option under this Agreement shall terminate and all exercise rights hereunder shall cease. If Optionee exercises in full the First Part but Optionee's employment with the Company shall terminate for any reason before all or any portion of the Second Part becomes exercisable, Optionee's right to exercise the un-exercisable portion of the Second Part shall terminate and all exercise rights relating thereto shall cease. b) Death or Disability. If, on or after Optionee's exercise of the First Part, Optionee shall die or become Disabled, Optionee (or the executor or administrator of the estate of Optionee, or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, or the legal guardian of Optionee, or the individual designated in Optionee's durable power of attorney in the event of Disability) shall have the right, within one year from the date of Optionee's death or Disability, to exercise the Second Part to the extent that it is exercisable and unexercised on the date of Optionee's death or Disability. This one-year period may be extended at the discretion of the Committee, but not beyond the seventh anniversary of the Grant Date. c) Other Termination. If, on or after the Optionee's exercise of the First Part, Optionee's employment shall be terminated for any reason other than death or Disability, Optionee shall have the right, within three months after such termination of employment, to exercise the Second Part to the extent that it is exercisable and unexercised on the date of such termination of employment. This three-month period may be extended at the discretion of the Committee, but not beyond the seventh anniversary of the Grant Date. d) Events Not Constituting a Termination. A change of job title, a leave of absence with the written consent of the Company, or a transfer of Optionee from one corporation to another among the Company, its Parent, or any of its Subsidiaries shall not be deemed a termination of employment for purposes of this Agreement. 5. EXERCISE OF OPTION. Optionee may exercise any exercisable option granted pursuant to this Agreement by completing the following steps. (a) Written Notice. Delivery to the Company of a written notice signed by the Optionee: (1) for the First Part, in the form attached as EXHIBIT A; or (2) for the Second Part, in the form attached as EXHIBIT B. In addition, at the request of the Company, Optionee may be required to provide a written representation that Optionee is acquiring the shares for investment purposes only, and not for resale. (b) Purchase Price. Delivery to the Company of cash, a personal check, bank draft, money order, or Common Stock (or any combination thereof) equal to the purchase price of the shares then to be purchased. Any Common Stock tendered shall be valued at the closing price of the Company's Common Stock on the first business day prior to the exercise date, as reported in The Wall Street Journal. After receipt of the above and subject to Section 6 below, the company shall issue the shares in the name of Optionee. 3 6. CONFIDENTIALITY AND NON-COMPETITION. As consideration for the options granted by this Agreement, Optionee hereby agrees as follows: a) Confidentiality Agreement. Except with the prior written consent of the Company, Optionee shall not at any time during or after the term of this Agreement: (a) disclose, publish, or in any other manner reveal to any third party any Confidential Information (as defined below) relating to the business or assets of the Company or its Subsidiaries; or (b) make use of any Confidential Information (as hereinafter defined) for the Optionee's own purposes, or for the benefit of any person or entity other than the Company and its Subsidiaries. b) Confidential Information Defined. "Confidential Information" shall mean any and all nonpublic information and documentation relating to the Company and its Subsidiaries, including but not limited to information relating to the operations, services, trade secrets, dealer, distributor and customer lists, promotion and pricing practices, operational methods, market plans, studies, and forecasts, product development plans, acquisition plans, design and design projects, inventions and research projects, compensation information, procurement and sales activities and procedures, the existence or substance of any agreements between Company (or any Subsidiary) and any third party, and any and all other information and documentation relating to the plans and operations of the Company or its Subsidiaries. c) Non-Competition. Because of the highly competitive nature of the Company's business, Optionee agrees that as long as Optionee is an employee or officer of the Company, and for two years following Optionee's termination of employment with the Company: (1) Optionee will not, directly or indirectly (other than on behalf of the Company), as owner, partner, joint venturer, employee, broker, agent, principal, trustee, corporate officer, licensor, consultant, or in any capacity whatsoever, engage in, become financially interested in, or have any connection with, any business located in the United States or Canada engaged in the production, sales, financing, insuring, or marketing of manufactured or modular homes or the development of manufactured housing parks, subdivisions, or other developments containing manufactured or modular housing; (2) Optionee will not supply any competing products, provide any competing services to, or have any other business relationship with any customer, supplier, developer, venturer, investor or any other person or entity with whom the Company or its Subsidiaries have done any business during his employment with the Company; (3) Optionee will not, directly or indirectly, induce any person or entity to engage in any activity hereby prohibited to the Optionee by this Agreement, or to terminate their employment with the Company or its affiliates; and (4) Optionee will not, directly or indirectly, employ or solicit the employment or engagement by others of any past, present or future employee of the Company and its Subsidiaries unless that employee has not worked for the Company or its Subsidiaries for at least one year. If any one of more of the terms contained in this Section or in this Agreement shall for any reason be held to be excessively broad with regard to time, duration, geographic scope, or 4 activity, that term shall be construed in a manner to enable it to be enforced to the maximum extent compatible with applicable law. d) Disclosure of Proprietary Information. Optionee shall promptly disclose to the Company, in such form and manner as the Company may reasonably require, all operations, systems, services, methods, developments, inventions, improvements and other information or data pertaining to the business or activities of the Company as are conceived, originated, discovered or developed by Optionee (whether or not copyrighted or patented) during the term of his employment with the Company, whether before or after the execution of this Agreement. It is understood that such information is proprietary in nature and shall be, as between the Company and Optionee, for the exclusive use and benefit of the Company and shall be and remain the property of the Company. If so requested by the Company, Optionee shall execute and deliver to the Company any instrument as the Company may reasonably request to effectuate the assignment of any such proprietary information to the Company. e) Termination of Employment. Upon the termination of Optionee's employment with the Company, Optionee shall deliver to the Company all records, data and memoranda of every kind and character relating to the Company and its affiliates, including all copies thereof, which are in Optionee's possession or control. f) Remedies for Breach. Optionee acknowledges and agrees that the Company's remedies at law for any breach of the agreements contained in this Section 6 would be inadequate. Optionee therefore agrees that in the event of Optionee's breach of the agreements contained in this Section 6, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction, or any other equitable remedy or relief which may then be available. Nothing in this Section shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach, whether in law, equity, or otherwise. 7. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give the Optionee any right to be retained or to continued employment with the Company or any Subsidiary of the Company. 8. COMPLIANCE WITH SECURITIES LAWS. Company's obligations under this Agreement are subject to compliance with federal and state laws, rules and regulations applying to the authorization, issuance or sale of securities, and any applicable stock exchange requirements, and Company may require Optionee to provide proof of compliance with those laws, rules, and regulations. 9. INVESTMENT INTENT. The Optionee represents and warrants to the Company that he or she is acquiring all shares of Common Stock under this option for investment purposes only and not with a view to resale. 10. NON-ASSIGNABILITY. The options granted by this Agreement shall not be transferable by Optionee, other than by will or the laws of descent and distribution. Any transferee of these options by will or the laws of descent and distribution shall take them subject to the terms and conditions of this Agreement, and no such transfer shall be effective to bind the Company unless the Company is furnished with written notice of the transfer and a copy of the will or any other evidence the Company deems necessary to establish the validity of the transfer. The term "Optionee", as used in this Agreement, shall include any person or entity to whom any option is transferred. 5 11. WITHHOLDING OF TAXES. Optionee must pay to Company within fourteen (14) days from the date of any exercise and prior to the issuance of any Share Certificates any amounts necessary to satisfy any requirements for withholding of income or employment taxes in connection with that exercise. 12. DISPUTES. As a condition to the granting the options contained in this Agreement, Optionee and Optionee's successors and assigns agree that any dispute or disagreement which shall arise under or as a result of this Agreement shall be determined by the Committee in its sole discretion and judgment. Any such determination or interpretation by the Committee of the terms of this Agreement shall be final and shall be binding and conclusive for all purposes. 13. NOTICES. Every notice relating to this Agreement shall be in writing, and any notice given by mail shall be by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the following address: Champion Enterprises, Inc. 2701 Cambridge Court, Suite 300 Auburn Hills, MI 48326-9090 Attn: Secretary of the Company All notices by the Company to Optionee shall be delivered to Optionee personally, or addressed to Optionee at Optionee's last residence address as then contained in the records of the Company, or such other address as Optionee may designate. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COMPANY: CHAMPION ENTERPRISES, INC. By: _______________________ Walter R. Young, Jr. President and Chief Executive Officer OPTIONEE: _____________________________ Abdul Rajput 6 EXHIBIT A NOTICE OF EXERCISE OF FIRST PART (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Court, Suite 300 Auburn Hills, MI 48326-9090 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me to purchase 20,000 shares of Champion Enterprises, Inc. Common Stock at a price of $3.32 per share. I hereby elect to exercise this part of the option to purchase 20,000 non-qualified stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. I represent that I will not sell or otherwise transfer any shares that I purchase pursuant to this letter for a period of two years. I also understand that if I terminate my employment with the Company or if the Company terminates my employment for "Good Cause" within two years of the grant date of this option, a portion of the shares, pro-rated semi-annually, shall be forfeited and returned to the Company in exchange for the exercise price relating to those shares. ___________________________ Abdul Rajput Address: _____________________ _____________________ SSN: ______-_____-________ Dated: _____________, 200___ 7 EXHIBIT B NOTICE OF EXERCISE OF SECOND PART (NON-QUALIFIED STOCK OPTION SHARES) Secretary Champion Enterprises, Inc. 2701 Cambridge Court, Suite 300 Auburn Hills, MI 48326-9090 Dear Sir: A stock option was granted to me on April 30, 2002, which permits me, upon the exercise of the First Part of the option within 60 days of the Grant Date and subject to a five-year graded vesting schedule, to purchase 80,000 stock option shares of Champion Enterprises, Inc. Common Stock at a price of $8.30 per share. I hereby elect to exercise this part of the option to purchase _________ non-qualified stock option shares. A personal check [or cash, bank draft, money order, or common stock] for the purchase price is enclosed with this letter. I represent that I will not sell or otherwise transfer any shares that I purchase pursuant to this letter for a period of six months. ___________________________ Abdul Rajput Address: _____________________ _____________________ SSN: ______-_____-________ Dated: _____________, 200___ 8 EX-23.1 13 k78579exv23w1.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7, 2003, except for Notes 8 and 9, for which the date is March 14, 2003, relating to the financial statements which appear in Champion Enterprises, Inc.’s Annual Report on Form 10-K for the year ended December 28, 2002. We also consent to the incorporation by reference of our report dated February 7, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan
July 30, 2003

-----END PRIVACY-ENHANCED MESSAGE-----

EX-5

exv5

EX-10.2

                                                                    EXHIBIT 10.2

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Brian Rowland (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                            Date Exercisable
- -----------------------                            ----------------
                                                
         1,000                                      April 30, 2003

         1,000                                      April 30, 2004

         1,000                                      April 30, 2005

         1,000                                      April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Brian Rowland

Address:    ____________________

            ____________________

Work phone: ____________________

SSN:        ______-_____-_______

Dated:      ____________, 200___

                                        5

EX-10.3

                                                                    EXHIBIT 10.3

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Chip Asch (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 10,000 shares of the Company's Common Stock at a price equal to $8.30
per share, which is 100% of the closing price of the Company's Common Stock on
the New York Stock Exchange, as reported in The Wall Street Journal, for the
Grant Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                   Date Exercisable
- -----------------------                   ----------------
                                       
         2,500                             April 30, 2003

         2,500                             April 30, 2004

         2,500                             April 30, 2005

         2,500                             April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 10,000 stock option shares of Champion Enterprises, Inc. Common Stock
at a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Chip Asch

Address: _____________________

         _____________________

Work phone:___________________

SSN:     ______-_____-________

Dated:   _____________, 200___

                                        5

EX-10.4

                                                                    EXHIBIT 10.4

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Tara Connors-Lancaster (the
"Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                   Date Exercisable
- -----------------------                   ----------------
                                       
         1,000                             April 30, 2003

         1,000                             April 30, 2004

         1,000                             April 30, 2005

         1,000                             April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                       Tara Connors-Lancaster

Address:    ____________________

            ____________________

Work phone: ____________________

SSN:        ______-_____-_______

Dated:      ____________, 200___

                                        5

EX-10.5

                                                                    EXHIBIT 10.5

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Rick Hampton (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                       Date Exercisable
- -----------------------                       ----------------
                                           
         1,000                                 April 30, 2003

         1,000                                 April 30, 2004

         1,000                                 April 30, 2005

         1,000                                 April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Rick Hampton

Address:    ____________________

            ____________________

Work phone: ____________________

SSN:        ______-_____-_______

Dated:      ____________, 200___

                                        5

EX-10.6

                                                                    EXHIBIT 10.6

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Tom Hinch (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                                      Date Exercisable
- -----------------------                                      ----------------
                                                          
         1,000                                                April 30, 2003

         1,000                                                April 30, 2004

         1,000                                                April 30, 2005

         1,000                                                April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Tom Hinch

Address:    ____________________

            ____________________

Work phone: ____________________

SSN:        ______-_____-_______

Dated:      ____________, 200___

                                        5

EX-10.7

                                                                    EXHIBIT 10.7

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Dave Kenton (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                         Date Exercisable
- -----------------------                         ----------------
                                             
         1,000                                   April 30, 2003

         1,000                                   April 30, 2004

         1,000                                   April 30, 2005

         1,000                                   April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                   amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Dave Kenton

Address: _____________________

         _____________________

Work phone: ____________________

SSN:     ______-_____-________

Dated:   _____________, 200___

                                        5

EX-10.8

                                                                    EXHIBIT 10.8

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Martin McNabb (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 10,000 shares of the Company's Common Stock at a price equal to $8.30
per share, which is 100% of the closing price of the Company's Common Stock on
the New York Stock Exchange, as reported in The Wall Street Journal, for the
Grant Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                                      Date Exercisable
- -----------------------                                      ----------------
                                                          
         2,500                                                April 30, 2003

         2,500                                                April 30, 2004

         2,500                                                April 30, 2005

         2,500                                                April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 10,000 stock option shares of Champion Enterprises, Inc. Common Stock
at a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Martin McNabb

Address:    ____________________

            ____________________

Work phone: ____________________

SSN:        ______-_____-_______

Dated:      ____________, 200___

                                        5

EX-10.9

                                                                    EXHIBIT 10.9

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS NONQUALIFIED STOCK OPTION GRANT (the "Grant") is made this April
30, 2002 (the "Grant Date"), by Champion Enterprises, Inc., a Michigan
corporation ("the Company"), for the benefit of Brad Pentola (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed by the Company or one of its
Subsidiaries; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company and its subsidiaries.

         NOW, THEREFORE, the Company hereby grants the Optionee certain options
to purchase Common Stock according to the following terms and conditions:

         1.       OPTIONS. Subject to the terms and conditions of this Grant,
the Company hereby grants Optionee the right and option to purchase from the
Company 4,000 shares of the Company's Common Stock at a price equal to $8.30 per
share, which is 100% of the closing price of the Company's Common Stock on the
New York Stock Exchange, as reported in The Wall Street Journal, for the Grant
Date. The options granted pursuant to this Grant shall not be immediately
exercisable, but shall be exercisable according to the following schedule:



Number of Option Shares                    Date Exercisable
- -----------------------                    ----------------
                                        
         1,000                              April 30, 2003

         1,000                              April 30, 2004

         1,000                              April 30, 2005

         1,000                              April 30, 2006


No portion of this Grant shall be exercisable after the sixth anniversary of the
Grant Date. This Grant may be exercised in installments. This Grant is not
intended to be an incentive stock option within the meaning of Section 422 of
the Code. Notwithstanding anything to the contrary contained in this Section 1,
the options granted pursuant to this Grant shall be immediately exercisable in
full upon any Change in Control.

         2.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Grant by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee in the form attached as EXHIBIT A. In addition, at
the request of the Company, Optionee may be required to provide a written
representation that Optionee is acquiring the shares for investment purposes
only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the

                                        1



purchase price of the shares then to be purchased. Any Common Stock tendered
must have been owned by the Optionee for at least six months and shall be valued
at the closing price of the Company's Common Stock on the first business day
prior to the exercise date, as reported in The Wall Street Journal.

After receipt of the above and subject to the terms and conditions of this
Grant, the company shall issue the shares in the name of Optionee.

         3.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason before all or any
portion of this Grant becomes exercisable, Optionee's right to exercise that
portion of the Grant shall terminate and all exercise rights relating thereto
shall cease.

                  b)       Termination Other Than Death or Disability. If, on or
after the first anniversary of this Grant, Optionee's employment is terminated
for any reason other than death or Disability, Optionee shall have the right,
within the earlier of (1) the expiration of the option, or (2) three months
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  c)       Death or Disability. If, on or after the first
anniversary of this Grant, Optionee's employment is terminated due to Optionee's
death or Disability, Optionee, or the person or persons whom the option shall
have transferred by will or the laws of descent and distribution, shall have the
right within the earlier of (1) the expiration of the option, or (2) one year
after the termination of employment, to exercise any options pursuant to this
Grant to the extent that they are exercisable and unexercised on the date of
Optionee's termination of employment, subject to any other limitation on
exercise contained in this Grant.

                  d)       Events Not Constituting a Termination. The transfer
of Optionee from one corporation to another among the Company and any of its
Subsidiaries, or a leave of absence under the leave policy of the Company or any
of its Subsidiaries shall not be a termination of employment for purposes of
this Grant.

         4.       NO RIGHT TO CONTINUED EMPLOYMENT. This Grant does not give the
Optionee any right to be retained or to continued employment with the Company or
any Subsidiary of the Company.

         5.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Grant are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         6.       NON-ASSIGNABILITY. The options granted by this Grant shall not
be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this Grant,
and no such transfer shall be effective to

                                        2



bind the Company unless the Company is furnished with written notice of the
transfer and a copy of the will or any other evidence the Company deems
necessary to establish the validity of the transfer. The term "Optionee", as
used in this Grant, shall include any person or entity to which any option is
transferred.

         7.       WITHHOLDING OF TAXES. If Optionee is employed with the Company
or any of its Subsidiaries on the date of an exercise, the Company will notify
Optionee of the required withholdings relating to that exercise and Optionee
shall pay such amount to the Company within the time stated in the notification.
If Option fails to pay the Company during such time period, the Company shall
have the right to offset the amounts owed from Optionee's compensation to
satisfy such withholdings. If Optionee is no longer employed with the Company or
any of its Subsidiaries on the date of an exercise, Optionee must pay to the
Company the required withholdings relating to that exercise at the time of
exercise.

         8.       DISPUTES. As a condition to the granting the options contained
in this Grant, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Grant
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this Grant
shall be final and shall be binding and conclusive for all purposes.

         9.       NOTICES. Every notice relating to this Grant shall be in
writing, any notice given by mail shall be by registered or certified mail with
return receipt requested. All notices to the Company shall be delivered to the
following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Ct., Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn: Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         10.      DEFINITIONS. For the purposes of this Grant, certain words and
phrases shall have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
                  the following events: (1) the acquisition of ownership by a
                  person, firm or corporation, or a group acting in concert, of
                  fifty-one percent or more of the outstanding Common Stock of
                  the Company in a single transaction or a series of related
                  transactions within a one-year period; (2) a sale of all or
                  substantially all of the assets of the Company to any person,
                  firm or corporation; or (3) a merger or similar transaction
                  between the Company and another entity if shareholders of the
                  Company do not own a majority of the voting stock of the
                  corporation surviving the transaction and a majority in value
                  of the total outstanding stock of such surviving corporation
                  after the transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
                  amended;

                                        3



                  c)       "Committee" means either the Compensation Committee
                           or the Human Resources Committee of the Company;

                  d)       "Common Stock" means the common stock of the Company,
                           par value $1.00;

                  e)       "Disability" means "disability" as defined under
                           Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
                           capitalized) means employment with the Company or any
                           Parent or Subsidiary of the Company;

                  g)       "Parent" means any "parent corporation" as defined in
                           Section 424(e) of the Code;

                  h)       "Subsidiary" means any "subsidiary corporation" as
                           defined in Section 424(f) of the Code.

         This Grant is made as of the Grant Date set forth above.

                                    ____________________________________
                                    Walter R. Young, Jr.
                                    President and Chief Executive Officer
                                    Champion Enterprises, Inc.

                                        4



                                    EXHIBIT A
                    NOTICE OF EXERCISE OF INDUCEMENT OPTIONS
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Ct., Suite 300
Auburn Hills, Michigan 48326

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 4,000 stock option shares of Champion Enterprises, Inc. Common Stock at
a price of $8.30 per share.

         I hereby elect to exercise this part of the option to purchase
__________ stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         In exercising this option, I agree, upon notice from the Company, to
(i) remit sufficient funds, or (ii) tender previously-acquired shares of the
Company's Common Stock that have been held for more than six months, to satisfy
any applicable income and employment tax withholding requirements in connection
with my exercise of this option. If such funds are not received by the Company
within the time period stated in the Company's notice, I authorize the Company
to withhold from my compensation sufficient funds to satisfy such tax
withholding requirements.

                                    ___________________________
                                            Brad Pentola

Address: _____________________

         _____________________

Work phone: ____________________

SSN: ______-_____-________

Dated: _____________, 200___

                                        5

EX-10.10

                                                                   EXHIBIT 10.10

                             STOCK OPTION AGREEMENT
                           CHAMPION ENTERPRISES, INC.
                               INDUCEMENT OPTIONS

         THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into this 30th
day of April, 2002 (the "Grant Date"), by and between Champion Enterprises,
Inc., a Michigan corporation ("the Company"), and Abdul Rajput (the "Optionee").

                                   WITNESSETH:

         WHEREAS, Optionee is employed as President of HomePride Finance Corp. a
subsidiary of the Company; and

         WHEREAS, the Company wishes to provide additional incentive to
Optionee, to encourage stock ownership by Optionee, and to encourage Optionee to
remain in the employ of the Company; and

         WHEREAS, the Company desires that Optionee keep certain information
that Optionee has acquired during Optionee's employment with the Company
confidential, and that Optionee not compete with the Company for at least two
years after Optionee's employment with the Company is terminated.

         NOW, THEREFORE, the Company and Optionee hereby agree as follows:

         1.       DEFINITIONS. For purposes of this Agreement, certain words and
phrases have the following definitions:

                  a)       "Change in Control" means the occurrence of any of
the following events: (1) the acquisition of ownership by a person, firm or
corporation, or a group acting in concert, of fifty-one percent or more of the
outstanding Common Stock of the Company in a single transaction or a series of
related transactions within a one-year period; (2) a sale of all or
substantially all of the assets of the Company to any person, firm or
corporation; or (3) a merger or similar transaction between the Company and
another entity if shareholders of the Company do not own a majority of the
voting stock of the corporation surviving the transaction and a majority in
value of the total outstanding stock of such surviving corporation after the
transaction;

                  b)       "Code" means the Internal Revenue Code of 1986, as
amended;

                  c)       "Committee" means the Compensation Committee of the
Company;

                  d)       "Common Stock" means the common stock of the Company,
par value $1.00;

                  e)       "Disability" means "disability" as defined under
Section 22(e) of the Code;

                  f)       "Employment" or "Employed" (whether or not
capitalized) means employment with the Company or any Parent or Subsidiary of
the Company;

                  g) "Good Cause" shall mean Optionee's gross misconduct,
material breach of his duties or this Agreement, failure to follow the
reasonable instructions of his superior, or an act of fraud or dishonesty by the
Optionee.

                                        1



                  h)       "Parent" means any "parent corporation" as defined in
Section 424(e) of the Code;

                  i)       "Subsidiary" means any "subsidiary corporation" as
defined in Section 424(f) of the Code; and

         2.       FIRST PART. The Company grants Optionee the right and option
to purchase from the Company 20,000 shares of the Company's Common Stock at a
price equal to 40% of the closing price of the Company's Common Stock on the New
York Stock Exchange on the Grant Date, as reported in The Wall Street Journal
($3.32) (the "First Part"). The First Part must be exercised in its entirety
within 60 days of the Grant Date. This grant of the First Part is conditioned
upon the agreement by Optionee not to sell or otherwise transfer the shares
acquired under this First Part until at least two (2) years from the date of
exercise. In addition, if prior to the second anniversary of the Grant Date,
Optionee terminates his employment with the Company or the Company terminates
the Optionee's employment for Good Cause, Optionee shall retain only the
following shares:



   Date Employment Terminated                    Shares Retained
   --------------------------                    ---------------
                                              
Prior to 6 months from Grant Date                         0

Prior to 12 months from Grant Date                    5,000

Prior to 18 months from Grant Date                   10,000

Prior to 24 months from Grant Date                   15,000

24 months or more after the Grant Date               20,000


Shares not retained by Optionee above shall be forfeited and returned to the
Company in exchange for the exercise price paid by Optionee for the forfeited
shares.

         3.       SECOND PART. If Optionee exercises the First Part within 60
days from the Grant Date, the Company grants Optionee the right and option to
purchase from the Company 80,000 shares of the Company's Common Stock at a price
equal to 100% of the closing price of the Company's Common Stock on the New York
Stock Exchange on the Grant Date, as reported in The Wall Street Journal ($8.30)
(the "Second Part"). The Options granted under this Second Part shall not be
immediately exercisable, but shall be exercisable according to the following
schedule:



Number of Option Shares                         Date Exercisable
- -----------------------                         ----------------
                                      
         16,000                          1st anniversary of Grant Date

         16,000                          2nd anniversary of Grant Date

         16,000                          3rd anniversary of Grant Date

         16,000                          4th anniversary of Grant Date

         16,000                          5th anniversary of Grant Date


This grant of the Second Part is conditioned upon the agreement by Optionee not
to sell or otherwise transfer the shares acquired under this Second Part until
at least six (6) months from the date of exercise. No portion of this Second
Part shall be exercisable after the seventh anniversary of the Grant Date. The
Second Part may be exercised in installments. This Second Part is not intended
to be an incentive stock option within the meaning of Section 422 of the Code.
Notwithstanding anything to the contrary contained in this Section 3, if the

                                        2



Optionee exercises the First Part within 60 days of the Grant Date, the Second
Part shall be immediately exercisable in full upon any Change in Control.

         4.       TERMINATION OF EMPLOYMENT.

                  a)       Before Option Becomes Exercisable. If Optionee's
employment with the Company shall terminate for any reason prior to Optionee's
exercise in full of the First Part, Optionee's right to exercise any option
under this Agreement shall terminate and all exercise rights hereunder shall
cease. If Optionee exercises in full the First Part but Optionee's employment
with the Company shall terminate for any reason before all or any portion of the
Second Part becomes exercisable, Optionee's right to exercise the un-exercisable
portion of the Second Part shall terminate and all exercise rights relating
thereto shall cease.

                  b)       Death or Disability. If, on or after Optionee's
exercise of the First Part, Optionee shall die or become Disabled, Optionee (or
the executor or administrator of the estate of Optionee, or the person or
persons to whom the option shall have been transferred by will or by the laws of
descent and distribution, or the legal guardian of Optionee, or the individual
designated in Optionee's durable power of attorney in the event of Disability)
shall have the right, within one year from the date of Optionee's death or
Disability, to exercise the Second Part to the extent that it is exercisable and
unexercised on the date of Optionee's death or Disability. This one-year period
may be extended at the discretion of the Committee, but not beyond the seventh
anniversary of the Grant Date.

                  c)       Other Termination. If, on or after the Optionee's
exercise of the First Part, Optionee's employment shall be terminated for any
reason other than death or Disability, Optionee shall have the right, within
three months after such termination of employment, to exercise the Second Part
to the extent that it is exercisable and unexercised on the date of such
termination of employment. This three-month period may be extended at the
discretion of the Committee, but not beyond the seventh anniversary of the Grant
Date.

                  d)       Events Not Constituting a Termination. A change of
job title, a leave of absence with the written consent of the Company, or a
transfer of Optionee from one corporation to another among the Company, its
Parent, or any of its Subsidiaries shall not be deemed a termination of
employment for purposes of this Agreement.

         5.       EXERCISE OF OPTION. Optionee may exercise any exercisable
option granted pursuant to this Agreement by completing the following steps.

                  (a)      Written Notice. Delivery to the Company of a written
notice signed by the Optionee: (1) for the First Part, in the form attached as
EXHIBIT A; or (2) for the Second Part, in the form attached as EXHIBIT B. In
addition, at the request of the Company, Optionee may be required to provide a
written representation that Optionee is acquiring the shares for investment
purposes only, and not for resale.

                  (b)      Purchase Price. Delivery to the Company of cash, a
personal check, bank draft, money order, or Common Stock (or any combination
thereof) equal to the purchase price of the shares then to be purchased. Any
Common Stock tendered shall be valued at the closing price of the Company's
Common Stock on the first business day prior to the exercise date, as reported
in The Wall Street Journal. After receipt of the above and subject to Section 6
below, the company shall issue the shares in the name of Optionee.

                                        3



         6.       CONFIDENTIALITY AND NON-COMPETITION. As consideration for the
options granted by this Agreement, Optionee hereby agrees as follows:

                  a)       Confidentiality Agreement. Except with the prior
written consent of the Company, Optionee shall not at any time during or after
the term of this Agreement: (a) disclose, publish, or in any other manner reveal
to any third party any Confidential Information (as defined below) relating to
the business or assets of the Company or its Subsidiaries; or (b) make use of
any Confidential Information (as hereinafter defined) for the Optionee's own
purposes, or for the benefit of any person or entity other than the Company and
its Subsidiaries.

                  b)       Confidential Information Defined. "Confidential
Information" shall mean any and all nonpublic information and documentation
relating to the Company and its Subsidiaries, including but not limited to
information relating to the operations, services, trade secrets, dealer,
distributor and customer lists, promotion and pricing practices, operational
methods, market plans, studies, and forecasts, product development plans,
acquisition plans, design and design projects, inventions and research projects,
compensation information, procurement and sales activities and procedures, the
existence or substance of any agreements between Company (or any Subsidiary) and
any third party, and any and all other information and documentation relating to
the plans and operations of the Company or its Subsidiaries.

                  c)       Non-Competition. Because of the highly competitive
nature of the Company's business, Optionee agrees that as long as Optionee is an
employee or officer of the Company, and for two years following Optionee's
termination of employment with the Company:

                           (1)      Optionee will not, directly or indirectly
(other than on behalf of the Company), as owner, partner, joint venturer,
employee, broker, agent, principal, trustee, corporate officer, licensor,
consultant, or in any capacity whatsoever, engage in, become financially
interested in, or have any connection with, any business located in the United
States or Canada engaged in the production, sales, financing, insuring, or
marketing of manufactured or modular homes or the development of manufactured
housing parks, subdivisions, or other developments containing manufactured or
modular housing;

                           (2)      Optionee will not supply any competing
products, provide any competing services to, or have any other business
relationship with any customer, supplier, developer, venturer, investor or any
other person or entity with whom the Company or its Subsidiaries have done any
business during his employment with the Company;

                           (3)      Optionee will not, directly or indirectly,
induce any person or entity to engage in any activity hereby prohibited to the
Optionee by this Agreement, or to terminate their employment with the Company or
its affiliates; and

                           (4)      Optionee will not, directly or indirectly,
employ or solicit the employment or engagement by others of any past, present or
future employee of the Company and its Subsidiaries unless that employee has not
worked for the Company or its Subsidiaries for at least one year.

If any one of more of the terms contained in this Section or in this Agreement
shall for any reason be held to be excessively broad with regard to time,
duration, geographic scope, or

                                        4



activity, that term shall be construed in a manner to enable it to be enforced
to the maximum extent compatible with applicable law.

                  d)       Disclosure of Proprietary Information. Optionee shall
promptly disclose to the Company, in such form and manner as the Company may
reasonably require, all operations, systems, services, methods, developments,
inventions, improvements and other information or data pertaining to the
business or activities of the Company as are conceived, originated, discovered
or developed by Optionee (whether or not copyrighted or patented) during the
term of his employment with the Company, whether before or after the execution
of this Agreement. It is understood that such information is proprietary in
nature and shall be, as between the Company and Optionee, for the exclusive use
and benefit of the Company and shall be and remain the property of the Company.
If so requested by the Company, Optionee shall execute and deliver to the
Company any instrument as the Company may reasonably request to effectuate the
assignment of any such proprietary information to the Company.

                  e)       Termination of Employment. Upon the termination of
Optionee's employment with the Company, Optionee shall deliver to the Company
all records, data and memoranda of every kind and character relating to the
Company and its affiliates, including all copies thereof, which are in
Optionee's possession or control.

                  f)       Remedies for Breach. Optionee acknowledges and agrees
that the Company's remedies at law for any breach of the agreements contained in
this Section 6 would be inadequate. Optionee therefore agrees that in the event
of Optionee's breach of the agreements contained in this Section 6, the Company
shall be entitled to equitable relief in the form of specific performance, a
temporary restraining order, a temporary or permanent injunction, or any other
equitable remedy or relief which may then be available. Nothing in this Section
shall be construed as prohibiting the Company from pursuing any other remedies
available to it for any such breach, whether in law, equity, or otherwise.

         7.       NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give
the Optionee any right to be retained or to continued employment with the
Company or any Subsidiary of the Company.

         8.       COMPLIANCE WITH SECURITIES LAWS. Company's obligations under
this Agreement are subject to compliance with federal and state laws, rules and
regulations applying to the authorization, issuance or sale of securities, and
any applicable stock exchange requirements, and Company may require Optionee to
provide proof of compliance with those laws, rules, and regulations.

         9.       INVESTMENT INTENT. The Optionee represents and warrants to the
Company that he or she is acquiring all shares of Common Stock under this option
for investment purposes only and not with a view to resale.

         10.      NON-ASSIGNABILITY. The options granted by this Agreement shall
not be transferable by Optionee, other than by will or the laws of descent and
distribution. Any transferee of these options by will or the laws of descent and
distribution shall take them subject to the terms and conditions of this
Agreement, and no such transfer shall be effective to bind the Company unless
the Company is furnished with written notice of the transfer and a copy of the
will or any other evidence the Company deems necessary to establish the validity
of the transfer. The term "Optionee", as used in this Agreement, shall include
any person or entity to whom any option is transferred.

                                        5



         11.      WITHHOLDING OF TAXES. Optionee must pay to Company within
fourteen (14) days from the date of any exercise and prior to the issuance of
any Share Certificates any amounts necessary to satisfy any requirements for
withholding of income or employment taxes in connection with that exercise.

         12.      DISPUTES. As a condition to the granting the options contained
in this Agreement, Optionee and Optionee's successors and assigns agree that any
dispute or disagreement which shall arise under or as a result of this Agreement
shall be determined by the Committee in its sole discretion and judgment. Any
such determination or interpretation by the Committee of the terms of this
Agreement shall be final and shall be binding and conclusive for all purposes.

         13.      NOTICES. Every notice relating to this Agreement shall be in
writing, and any notice given by mail shall be by registered or certified mail
with return receipt requested. All notices to the Company shall be delivered to
the following address:

                           Champion Enterprises, Inc.
                           2701 Cambridge Court, Suite 300
                           Auburn Hills, MI 48326-9090
                           Attn:  Secretary of the Company

All notices by the Company to Optionee shall be delivered to Optionee
personally, or addressed to Optionee at Optionee's last residence address as
then contained in the records of the Company, or such other address as Optionee
may designate.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

         COMPANY:                   CHAMPION ENTERPRISES, INC.

                                    By: _______________________
                                          Walter R. Young, Jr.
                                          President and Chief Executive Officer

         OPTIONEE:

                                    _____________________________
                                          Abdul Rajput

                                        6



                                    EXHIBIT A
                        NOTICE OF EXERCISE OF FIRST PART
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326-9090

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me to
purchase 20,000 shares of Champion Enterprises, Inc. Common Stock at a price of
$3.32 per share.

         I hereby elect to exercise this part of the option to purchase 20,000
non-qualified stock option shares. A personal check [or cash, bank draft, money
order, or common stock] for the purchase price is enclosed with this letter.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of two years. I also understand
that if I terminate my employment with the Company or if the Company terminates
my employment for "Good Cause" within two years of the grant date of this
option, a portion of the shares, pro-rated semi-annually, shall be forfeited and
returned to the Company in exchange for the exercise price relating to those
shares.

                                    ___________________________
                                            Abdul Rajput

Address: _____________________

         _____________________

SSN:     ______-_____-________

Dated:   _____________, 200___

                                        7



                                    EXHIBIT B
                        NOTICE OF EXERCISE OF SECOND PART
                       (NON-QUALIFIED STOCK OPTION SHARES)

Secretary
Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326-9090

Dear Sir:

         A stock option was granted to me on April 30, 2002, which permits me,
upon the exercise of the First Part of the option within 60 days of the Grant
Date and subject to a five-year graded vesting schedule, to purchase 80,000
stock option shares of Champion Enterprises, Inc. Common Stock at a price of
$8.30 per share.

         I hereby elect to exercise this part of the option to purchase
_________ non-qualified stock option shares. A personal check [or cash, bank
draft, money order, or common stock] for the purchase price is enclosed with
this letter.

         I represent that I will not sell or otherwise transfer any shares that
I purchase pursuant to this letter for a period of six months.

                                    ___________________________
                                            Abdul Rajput

Address: _____________________

         _____________________

SSN:     ______-_____-________

Dated:   _____________, 200___

                                        8

EX-23.1

exv23w1