Executive Benefit And Estate Accumulation Plan

COACHMEN INDUSTRIES, INC.


EXECUTIVE BENEFIT AND ESTATE ACCUMULATION PLAN


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


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


I.


DEFINITIONS AND CERTAIN PROVISIONS


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


1.17 "Cause" shall mean the Employee's:


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


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


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


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


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


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


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


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


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


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


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


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


II.


EMPLOYEE COMPENSATION REDUCTION


2.1 Employee Compensation. In order to part ...