FLE Fleetwood Enterprises

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective September 11, 2007, the shareholders of Fleetwood Enterprises, Inc. (the “Company”) approved a 2007 Stock Incentive Plan (the “Plan”), a copy of which is attached as Exhibit 10.1 and is incorporated by reference.  The Plan will permit the Company to continue to use stock-based compensation to align shareholder and employee interests and to motivate employees, officers and non-employee directors.  The Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”) and permits the Committee to award incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, any of which may be performance-based, with vesting and other award provisions that provide effective incentives to company employees, officers and non-employee directors and alignment of shareholder, management and director interests.  This description of the Plan is qualified in its entirety by reference to the terms of the Plan itself.

Effective September 13, 2007 the Committee authorized the issuance from the Plan of 5,219 shares of restricted stock per director to non-employee directors as payment of their previously disclosed annual equity retainer.  The restricted stock has a one-year vesting period contingent on continued service as a director, and the restricted stock was valued for accounting purposes at approximately $44,413 per director as of the date of grant.  The grants of restricted stock will replace stock options which were previously granted to directors in satisfaction of the equity retainer.  The form of Restricted Stock Award Agreement is attached as Exhibit 10.2 to this form 8-K and is incorporated herein by reference.