CHAMPION ENTERPRISES, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT, dated as of November 30, 2000, is between Champion Enterprises, Inc. (the
"Company") and Anthony S. Cleberg, who is currently employed by the Company in the position of Executive
Vice President and Chief Financial Officer (the "Executive").
WHEREAS, the Company believes that it is in the best interests of the Company and its Shareholders if the
Executive is assured that he will receive appropriate financial protection in the event of a Change in Control (as
defined in Section 4 below), thus ensuring that the Executive will have an incentive to perform valuable services
for the Company and will not be distracted in the event of an actual or threatened Change in Control; and
WHEREAS, the Company believes that the assurance of appropriate financial protection to the Executive in the
event of a Change in Control will encourage the Executive to remain in the employ of the Company through the
transition period following a Change in Control, which is the best interests of the Company and its Shareholders;
WHEREAS, the Executive is willing to provide dedicated services to the Company on the condition that he
receives adequate assurance that he will receive appropriate financial protection in the event of a Change in
NOW THEREFORE, in consideration of the premises and mutual covenants, the parties hereto agree as follows:
1. Operation of Agreement. This Agreement sets forth the severance compensation that the Company shall pay
the Executive if the Executive's employment with the Company terminates under one of the applicable provisions
set forth herein following a Change in Control.
2. Term of the Agreement. This Agreement shall be effective upon its execution by both parties and shall
terminate upon the first of the following events to occur: (a) five years from the date hereof if a Change in Control
has not occurred within such five-year period; (b) the termination of