Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is effective as of October   , 2007 (the “Effective Date”), and is entered into by and between XXXXXX , an individual (“Executive”), and Fleetwood Enterprises, Inc., a Delaware corporation (the “Company”).

R E C I T A L S

WHEREAS, by entering into this Agreement, the terms of Executive’s employment with the Company shall be governed by the terms and conditions of this Agreement and any prior agreement between Executive and the Company or any of the Company’s affiliated entities relating to Executive’s employment with the Company or any of its affiliated entities shall be superseded by the terms of this Agreement except to the extent set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

A G R E E M E N T

1.                                       Employment.  As of the Effective Date, the Company hereby employs Executive to serve in the capacity of [Title                     ]. The Company’s Board of Directors (the “Board”) and/or the Company’s Chief Executive Officer (the “CEO”) may provide other designations of title to Executive as the Board and/or CEO, in their discretion, may deem appropriate.

Executive agrees to perform the duties and functions as assigned by the CEO and/or by the Board of Directors. Except for legal holidays, vacations and absences due to temporary illness, Executive shall devote his time, attention and energies to the business of the Company on a full-time basis. Executive represents and warrants to the Company that he is under no restriction, limitation or other prohibition to perform his duties as described herein.

2.                                       Employment Compensation And Benefits .

(a)                                   Base Salary . Executive’s initial base salary shall be at the annual rate of XXXXXXXXX (Dollars) ($ XXXXXXX ) (the “Base Salary”), which shall be payable at least as frequently as monthly and subject to deductions and withholdings required by applicable law and as customary in respect of the Company’s salaried employees. The Company, on the basis of Executive’s performance and the Company’s financial success and progress, shall review this salary level at least annually.

(b)                                  Incentive Compensation . As additional compensation to provide incentives for Executive to extend efforts which will assist in increasing the profits of the Company, Executive shall be eligible to receive incentive compensation based on achieving individual and organizational performance objectives in accordance with the terms and conditions of the Company’s management compensation plan as in effect from time to time.

(c)                                   Vacation . Executive shall be entitled to annual vacations in accordance with the Company’s vacation policies in effect from time to time during the term of this Agreement.

(d)                                  Expense Reimbursement . The Company shall reimburse Executive for all reasonable amounts actually expended by Executive in the course of performing his duties for the Company and in accordance with any Company-established guidelines as in effect from time to time where Executive tenders receipts or other documentation reasonably substantiating the amounts as required by the Company.

(e)                                   Other Benefits . Except as otherwise provided in this Agreement, Executive shall be entitled to receive all of the rights, benefits and privileges under any retirement, pension, profit-sharing, group medical insurance, group dental insurance, group-term life insurance, disability insurance and other employee benefit plan or program of the Company which may be now in effect or hereafter adopted, to the extent that Executive is eligible under and subject to the provisions thereof as in effect from time to time.

3.                                       Termination .

(a)                                   At Will . The Company shall employ Executive at will, and either Executive or the Company may terminate Executive’s employment with the Company at any time and for any reason, with or without cause, with or without notice.

(b)                                  Qualifying Termination . Executive’s termination shall be considered a “Qualifying Termination” unless:

(i)                                      Executive voluntarily terminates his employment with the Company and its affiliated companies. Executive, however, shall not be considered to have voluntarily terminated his employment with the Company and its affiliated companies if his overall targeted total cash compensation (base salary plus targeted short term bonus), (TCC), is reduced or adversely modified in any material respect (unless the reduction or modification applies generally to similarly situated executives in the Company) or his position is modified or changed so that he is no longer an officer of the Company and he elects to terminate his employment within sixty (60) days following such reduction, modification or change after having given the Company at least 30 days notice of the same and a reasonable opportunity to cure during such 30-day notice period.

(ii)                                   The termination is on account of Executive’s death or Disability. “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the performance of his responsibilities for the Company and its affiliated companies and which, at least three (3) months after its commencement, is determined to be total and permanent by a physician agreed to by the Company and Executive, or in the event of Executive’s inability to designate a physician, his legal representative. In the absence of agreement between the Company and Executive, each party shall nominate a qualified physician and the two physicians so nominated shall select a third physician who shall make the determination as to Disability.

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(iii)                                Executive is involuntarily terminated for “Cause.”  For this purpose, “Cause” shall include but not be limited to:

(a)                                   Executive’s refusal to comply with a lawful instruction of the Board or Executive’s immediate supervisor, which refusal is not remedied by Executive within a reasonable period of time after his receipt of written notice from the Company identifying the refusal;

(b)                                  Executive’s engaging in gross misconduct;

(c)                                   Executive’s act or acts of personal dishonesty which result in Executive’s personal enrichment at the expense of the Company or any of its affiliated companies; or

(d)                                  Executive’s conviction of any misdemeanor involving an act of moral turpitude or any felony; or

(e)                                   Executive’s failure to perform his duties in a satisfactory manner. Executive must be provided written notice of the unsatisfactory performance and provided at least ninety (90) days to improve his performance.

(iv)                               Executive ceases to be employed by the Company due to the sale or acquisition of all of the equity interests in, or substantially all of the assets of, a subsidiary or division of the Company with which Executive is affiliated, or in connection with the merger of such a subsidiary or division, and this Agreement is assumed in writing or by operation of law by such acquiring or surviving person or entity or an affiliate thereof.

(c)                                   Return of Materials . In the event of any termination of Executive’s employment for any reason whatsoever, Executive shall promptly deliver to the Company all Company property, including, but not limited to, documents, data, and other information pertaining to Confidential Information, as defined below. Executive shall not take with him any documents or other information, or any reproduction, summary or excerpt thereof, containing or pertaining to any Confidential Information.

4.                                       Change in Control . Concurrently with the execution of this Agreement, the Company and Executive have also entered into a Change in Control Agreement of even date herewith (the “Change in Control Agreement”). The Change in Control Agreement provides for certain rights and benefits in the event of a “change in control” of the Company (as defined therein) or termination of employment in connection with a change in control.

5.                                       Severance Payment and Benefits .

If Executive’s employment is terminated as a result of a Qualifying Termination as defined in Section 3(b), and if Executive delivers a fully-executed release and waiver of all claims against the Company in a form reasonably acceptable to the Company, then, upon expiration of any applicable revocation period contained in the release and waiver, the Company shall pay or provide Executive the following Severance Payment and benefits based on Executive’s eligibility as described below:

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(i)                                      As eligible, Executive shall receive the Severance Payment, as defined below, which shall be payable in equal monthly installments beginning on the first day of the first full month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company’s applicable policies, other than the Change in Control Agreement. In the event that Executive shall be entitled to receive severance compensation under the Change in Control Agreement, such severance compensation shall be in lieu of and not in addition to the benefits provided in this Section 5(a).

As used herein, “Monthly Severance Payment” shall mean the monthly installment amount of the Base Salary of Executive at the time of ExecutiveR