SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
COACHMEN INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------
2

[COACH LOGO]

COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
219-262-0123

------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 3, 2001

------------------

To the Shareholders of
COACHMEN INDUSTRIES, INC.

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of COACHMEN
INDUSTRIES, INC., an Indiana corporation, will be held at Christiana Creek
Country Club, 116 West Bristol Street, Elkhart, Indiana, on May 3, 2001 at 10:00
A.M., for the following purposes:

1. To elect ten directors of the Company to hold office for the ensuing
year.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Only shareholders of record at the close of business on March 20, 2001, are
entitled to notice of and to vote at the meeting. Each such shareholder is
entitled to one vote per share on all matters to be voted on at the meeting.

Whether or not you expect to attend the meeting, please sign, date and
return the enclosed proxy in the enclosed envelope.

By Order of the Board of Directors,

RICHARD M. LAVERS
Secretary

March 29, 2001

PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED
WHICH REQUIRES NO POSTAGE FOR MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS
HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
3

COACHMEN INDUSTRIES, INC.
P. O. BOX 3300
ELKHART, INDIANA 46515
219-262-0123

------------------

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2001
------------------

This Proxy Statement is being mailed to shareholders of COACHMEN
INDUSTRIES, INC. (the "Company") on or about March 29, 2001, and is furnished in
connection with the Board of Directors' solicitation of proxies to be used at
the Annual Meeting of Shareholders to be held on May 3, 2001, at the time and
place and for the purposes set forth in the Notice of Annual Meeting of
Shareholders accompanying this Proxy Statement. The shareholder executing the
proxy has the power to revoke it at any time prior to the voting thereof. The
Annual Report to Shareholders for the year 2000 accompanies this Proxy
Statement. Additional copies of the Report may be obtained by writing to the
Secretary of the Company.

The expenses in connection with the solicitation of the enclosed form of
proxy, including postage, printing and handling, and actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding documents
to beneficial owners, will be paid by the Company. It is also expected that
solicitation in person or by telephone will be made of some shareholders by
certain directors, officers and employees of the Company without extra
compensation. Also the Company has retained Innisfree M&A Incorporated to aid in
soliciting proxies, for a fee of $7,500, plus reasonable out-of-pocket expenses

VOTING INFORMATION

Each shareholder is entitled to one vote for each share of the Company's
Common Stock held as of the record date. For purposes of the Annual Meeting, a
quorum means a majority of the outstanding shares entitled to vote. As of the
close of business on March 20, 2001, the record date for shareholders entitled
to vote at the annual meeting there were outstanding 15,762,026 shares of Common
Stock, entitled to one vote each. In determining whether a quorum exists at the
Annual Meeting, all shares represented in person or by proxy will be counted. A
shareholder may, with respect to the election of directors, (i) vote for the
election of all named director nominees, (ii) withhold authority to vote for all
named director nominees or (iii) vote for the election of all named director
nominees other than any nominee with respect to whom the shareholder withholds
authority to vote by so indicating in the appropriate space on the proxy.
Proxies properly executed and received by the Company prior to the Annual
Meeting and not revoked will be voted as directed therein on all matters
presented at the meeting. In the absence of a specific direction from the
shareholder, proxies will be voted for the election of all named director
nominees.

The Directors are elected by a plurality of the votes cast by shares
present in person or by proxy at the Annual Meeting and entitled to vote. For
any other matter which may properly come before the meeting, approval is
obtained if the votes cast in favor exceed the votes cast in opposition.
Accordingly, withholding authority to vote in the election of Directors and
broker non-votes will have no effect on any matter at the Annual Meeting.

Shareholders wishing to include proposals in the Company's Proxy Statement
and form of proxy for the next Annual Meeting of Shareholders must submit such
proposals so that they are received by the Secretary of the Company at the
address indicated on page 1 by no later than November 29, 2001.
4

The Company's Bylaws provide that notice of proposed shareholder
nominations for election of directors must be made in writing and either
delivered to the Secretary of the Company or mailed to the Secretary of the
Company by first-class United States mail, postage prepaid, and in either case
must be received by the Secretary of the Company not less than 60 days prior to
the month and day of the anniversary of the last meeting of the stockholders
called for the election of directors. The notice must contain certain
information about each proposed nominee, including his age, business and
residence addresses and principal occupation, the number of shares of Common
Stock beneficially owned by him and such other information as would be required
to be included in a proxy statement soliciting proxies for the election of such
proposed nominee. If the Chairman of the meeting of shareholders determines that
a nomination was not made in accordance with the foregoing procedures, such
nomination is void. The advance notice requirement affords the Board of
Directors the opportunity to consider the qualifications of all proposed
nominees and, to the extent deemed necessary or desirable by the Board, inform
shareholders about such qualifications.

For a shareholder to bring other business before the Annual Meeting, but
not have it included in the proxy statement, timely notice must be submitted in
writing, either delivered or mailed by first-class United States mail, postage
prepaid, to the Secretary of the Company, and in either case must be received by
the Secretary of the Company not less than 60 days prior to the month and day of
the anniversary of the mailing of the prior year's proxy statement. The notice
must identify the proposing shareholder and his/her address, and contain a
description of the proposed business and such other information as would be
required to determine the appropriateness of including the proposal in a proxy
statement.

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STOCK OWNERSHIP INFORMATION

The following table sets forth, as of the record date, information
concerning the only parties known to Coachmen having beneficial ownership of
more than 5 percent of its outstanding Common Stock and information with respect
to the stock ownership of all directors and executive officers of the Company as
a group.

NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------ --------

First Pacific Advisors, Inc. 2,535,900 16.1%
11400 West Olympic Blvd., Suite 1200
Los Angeles, California 90064
Dimensional Fund Advisors, Inc. 1,156,900 7.3%
1299 Ocean Avenue
Santa Monica, California 90401
Dalton, Greiner, Hartman, Maher & Co. 1,052,985 6.7%
565 Fifth Ave., Suite 2101
New York, New York 10017
J. L. Kaplan Associates, LLC 1,041,000 6.6%
222 Berkeley Street, Suite 2010
Boston, Massachusetts 02116
Brinson Partners, Inc. 734,799 4.7%
209 South LaSalle
Chicago, Illinois 60604
Thomas H. Corson 576,150 3.7%
Retired Chairman of the Board
P.O. Box 504
Middlebury, Indiana 46540
Dorthy S. Corson 507,540 3.2%
(Wife of Thomas H. Corson)
P.O. Box 504
Middlebury, Indiana 46540
Directors and Executive Officers as a group (18 persons) 1,642,166 10.4%(1)

- ---------------

(1) The stock ownership of the executive officers named in the Summary
Compensation Table is set forth under the heading "Election of Directors"
except for James E. Jack, former Executive Vice President, who owns 10,804
shares of which 3,750 are exercisable within 60 days of the record date for
the annual meeting, Richard M. Lavers, Executive Vice President, who owns
6,020 shares of which 5,000 are exercisable within 60 days of the record
date for the annual meeting and Gene E. Stout, Executive Vice President, who
owns 24,319 shares of which 12,000 are held under options exercisable within
60 days of the record date for the annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers and stockholders file with the Securities
and Exchange Commission and the New York Stock Exchange an initial statement of
beneficial ownership and certain statements of changes in beneficial ownership
of Common Stock of the Company. Based solely on its review of such forms
received by the Company and written representation from the directors and
officers that no other reports were required, the Company is aware of one
instance of noncompliance. One of the Company's Directors, Geoffrey B. Bloom
inadvertently failed to file a Form 4 for the purchase of 2,000 shares of the
Company's stock.

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ELECTION OF DIRECTORS

At the meeting, ten directors constituting the entire Board of Directors of
the Company, are to be elected to hold office until the next Annual Meeting of
Shareholders or until their successors are elected and qualified. Unless
otherwise indicated on the proxy form, the authority conferred by the proxy will
be used for the purpose of voting in favor of the ten nominees listed below. If
any such nominee shall be unable to serve, the proxies will be voted to fill any
vacancy so arising in accordance with the discretionary authority of the persons
named in the proxies. The Board of Directors has no reason to believe that any
such nominee will be unable to serve. The following information concerning the
nominees and the number of shares of Common Stock of the Company owned of record
and beneficially as of March 20, 2001 has been furnished by the nominees:

YEAR FIRST COMMON STOCK
ELECTED OWNED
NAME AND AGE PRINCIPAL OCCUPATION(1) DIRECTOR MARCH 20, 2001
------------ ----------------------- ---------- ------------------

Claire C. Skinner (46) Chairman of the Board, Chief 1993 268,252 (1.7%) (2)(3)
Executive Officer and President
(Daughter of Thomas H. Corson and
Niece of Keith D. Corson)
Keith D. Corson (65) Retired President and Chief 1991 68,900 (3)(4)
Operating Officer of the Company
(Brother of Thomas H. Corson)
Thomas H. Corson (73) Retired Chairman of the Board of 1965 1,083,690 (6.9%) (3)
the Company
Geoffrey B. Bloom (59) Chairman of the Board Wolverine 1999 3,000 (4)
World Wide
Robert J. Deputy (62) Chairman & CEO, Godfrey Marine, 1998 26,000 (4)
Inc.
Donald W. Hudler (66) Chairman & CEO, Saturn Retail 1999 4,000 (4)
Enterprises, Inc.
William P. Johnson (59) Retired Chairman of the Board of 1978 23,440 (4)
Goshen Rubber Co., Inc.
Philip G. Lux (72) Retired President of the Company 1979 96,136 (4)
Edwin W. Miller (55) Chairman & CEO, Millenium Capital 1998 4,900 (4)
Group
Fredrick M. Miller (45) Member, Dykema Gossett PLLC 1999 500 (4)

- ---------------

(1) All of the nominees have held the positions set opposite their names for
more than the past five years except for C.C. Skinner, K.D. Corson, G.B.
Bloom, D.W. Hudler, W.P. Johnson and E.W. Miller. Ms. Skinner was Executive
Vice President of the Company prior to being elected Vice Chairman on May
4,1995, and Chairman and CEO on August 1, 1997 and she assumed the President
position on September 1, 2000. Mr. Corson was President and COO of the
Company prior to his retirement on September 1, 2000. Prior to 2000 Mr.
Bloom was Chairman and CEO, prior to 1996 Mr. Bloom was President and Chief
Executive Officer of Wolverine World Wide, Inc. Mr. Hudler was Chairman,
President and CEO of Saturn Corp. GM from April 1, 1997 to December 31,
1998. Prior to that he was President and CEO of Saturn GM. Mr. Johnson
retired as Chairman of the Board of Goshen Rubber Co., Inc. in 2000. Mr.
Miller retired from Eli Lilly and Company on December 31, 1998.

(2) Includes 30,000 shares held under options exercisable within 60 days of the
record date for the annual meeting by C.C. Skinner.

(3) Includes shares, as to which beneficial ownership is disclaimed, held by or
for the benefit of family members as follows: C.C. Skinner, 40,042 shares,
K.D. Corson, 36,400 shares and T.H. Corson, 507,540 shares.

(4) Less than 1.0%.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION SECURITIES RESTRICTED
NAME AND ------------------- UNDERLYING STOCK ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#)(2) AWARDS(3) COMPENSATION(4)
------------------ ---- ------ -------- ------------- ---------- ---------------

Claire C. Skinner 2000 $281,000 $ -- 50,000 $ -- $14,609
Chairman of the 1999 270,000 270,000 10,000 -- 8,454
Board, Chief 1998 252,000 252,000 -- -- 8,231
Executive Officer
and President
James E. Jack (5) 2000 250,000 -- 36,000 -- 8,444
Executive Vice 1999 63,861 23,438 15,000 -- --
President and Chief
Financial Officer
Richard M. Lavers 2000 169,615 -- 36,000 -- 4,450
Executive Vice 1999 125,000 46,875 7,000 -- 1,000
President and 1998 115,000 37,786 -- -- --
General Counsel
and Secretary
Keith D. Corson (6) 2000 164,904 -- -- 13,050 11,220
President and Chief 1999 235,000 235,000 10,000 -- 9,339
Operating Officer 1998 220,000 220,000 -- -- 9,145
Gene E. Stout 2000 157,000 -- -- -- 8,703
Executive Vice 1999 151,000 90,600 5,000 -- 7,069
President, Corporate 1998 144,000 86,400 6,000 26,850 6,307
Development

- ---------------

(1) The Company has incentive bonus plans for both designated officers and key
management personnel. Under these plans and subject to certain limitations
and exceptions, bonus payments are made from an amount equal to a maximum of
20% of the result reached by subtracting 6% of the previous year-end net
worth from annual earnings, before the bonuses described herein and income
taxes.

(2) The options are for a term of five to ten years and become exercisable at
the rate of 25% per year at the end of the first year.

(3) Gene E. Stout's stock award vests over a four year period at the rate of 25%
per year at the end of the first year. No dividends are paid on the unvested
portion of the award. On December 31, 2000, the remaining value of Gene E.
Stout's award was $6,300. Keith D. Corson was granted a restricted stock
award upon his retirement on August 31, 2000 in relationship with the
Company's Business Protection Agreement. The stock certificate will be
delivered two years from the date of the award. At December 31, 2000 the
value of Keith D. Corson's award was $12,600.

(4) The Compensation Committee has approved executive deferred compensation
agreements for certain corporate and subsidiary officers. These agreements
provide monthly payments to executives upon retirement and provide for
monthly payments to the executive's beneficiaries should the executive die
prematurely. The benefits are funded by the Company's purchase of insurance
on the lives of the executive officers. These agreements provide for
twenty-year payments upon retirement and are fully funded by the life
insurance purchased. The amounts in this column for 1999 and 1998 represent
the Company's contributions under the deferred compensation plan and
interest earned above 120% of the applicable federal rate. The Company's
contributions under this plan for 2000 are as follows: Ms. Skinner,

5
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$11,804, Mr. Jack, $5,639, Mr. Lavers, $1,645, Mr. Corson, $11,220 and Mr.
Stout, $5,898. In addition, the Company established a retirement plan under
Section 401(k) effective January 1, 2000. Company contributions for 2000
under this plan were $2,805 each for Ms. Skinner, Mr. Jack, Mr. Lavers and
Mr. Stout.

(5) James E. Jack left the Company to pursue other opportunities on February 13,
2001.

(6) Keith D. Corson retired as President and COO of the Company on September 1,
2000.

STOCK OPTION GRANTS TABLE

The following table shows information with respect to options for the
Company's Common Stock (without par value) granted under the Company's 1994 and
2000 Omnibus Stock Incentive Programs.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
% OF TOTAL VALUE
OPTIONS OPTIONS GRANTED EXERCISE EXPIRATION ---------------------
GRANTED(#) TO EMPLOYEES(1) PRICE DATE 5% 10%
---------- --------------- -------- ---------- --------- ---------

Claire C. Skinner......... 50,000 6.2 $ 10.00 10/06/10 $314,447 $796,871
James E. Jack............. 36,000 4.5 10.00 10/06/10 226,402 573,747
Richard M. Lavers......... 36,000 4.5 10.00 10/06/10 226,402 573,747

- ---------------

(1) The total options granted to employees include 508,300 options granted in
connection with the acquisition of Miller Building Systems,Inc.

STOCK OPTION EXERCISES AND VALUES TABLE

The following table shows information with respect to options for the
Company's Common Stock either exercised or having value outstanding under the
Company's 1994 and 2000 Omnibus Stock Incentive Programs.

AGGREGATED OPTION EXERCISES IN FISCAL 2000
AND YEAR END OPTION VALUES

NUMBER OF SECURITIES
OPTIONS EXERCISED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
IN 2000 OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
--------------------------- 2000 DECEMBER 31, 2000*
SHARES ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED* EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------- --------- ----------- ------------- ----------- -------------

Claire C. Skinner.... -- $ -- 35,000 65,000 $ 5,000 $25,000
James E. Jack........ -- -- 3,750 47,250 -- 18,000
Richard M. Lavers.... -- -- 4,000 42,000 -- 18,000
Keith D. Corson...... -- -- -- -- -- --
Gene E. Stout........ 5,000 37,500 14,000 8,000 3,000 --

- ---------------

* Market value of the underlying securities at exercise date or year-end as the
case may be, minus the exercise price of the options.

CHANGE IN CONTROL AGREEMENTS

The Company has entered into Change in Control Agreements with certain key
employees, including the named executive officers. Each Change in Control
Agreement provides for the payment of benefits in the event that, within a
three-year period following the date of a "change in control", (i) the
executive's employment is terminated by the Company without "cause", or (ii) the
executive terminates employment for "good reason". The terms "change in
control", "cause" and "good reason" are defined in the Agreements. The amount of
the benefits payable to an executive entitled thereto would be an amount equal
to accrued salary through the termination date and target annual bonus, plus
either two or three times the sum of (i) the

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executive's annual base salary at the rate in effect at the time of the change
in control or upon termination, whichever is greater, plus (ii) the executive's
target annual bonus. The Agreements also provide for the full vesting of an
executive's 401(k) account and a matching contribution for a two or three-year
period, as well as the acceleration of vesting of any outstanding options or
shares of restricted stock and the continuation of certain fringe benefits for a
two or three-year period. In addition, several of the benefit plans provide for
modified vesting and contribution provisions upon a change in control. Certain
Change in Control Agreements provide a gross-up of the amount of benefits
provided to hold the executives harmless from the impact of any excise tax
imposed under the "parachute payment" provisions of the Internal Revenue Code.
The term of the Agreements shall extend through the executive's term of
employment, or the third anniversary of the date of a change in control of the
Company, if sooner.

BOARD OF DIRECTORS

The Company's Board of Directors has an Audit Committee consisting of
William P. Johnson, Philip G. Lux, Edwin W. Miller and Fredrick M. Miller. The
functions of the Audit Committee are to review and approve in advance the scope
of the annual audit by the Company's independent public accountants, to review
internal audit procedures, to review all matters having a material effect upon
the Company's financial operations and to discuss fees paid to the Company's
independent public accountants. The committee met four times in 2000. All of the
members of the Audit Committee are independent as defined in the New York Stock
Exchange listing standards.

The Board of Directors has a Compensation Committee consisting of Philip G.
Lux, Geoffrey B. Bloom, Robert J. Deputy, Donald W. Hudler and William P.
Johnson. This committee reviews and approves compensation plans for all senior
corporate officers, stock option grants and profit sharing awards. The committee
met six times in 2000.

The Board of Directors has a nominating committee consisting of Thomas H.
Corson, Robert J. Deputy, and William P. Johnson. This committee selects and
nominates candidates for Board membership. The committee met one time in 2000.
The nominating committee will consider director nominees recommended by
shareholders if such recommendations are submitted in writing to the committee
in accordance with the Company's Bylaws.

The Board of Directors had nine meetings in 2000. All directors attended at
least eight meetings.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for developing and administering the compensation policies and
practices of the Company, to insure that the Chief Executive Officer and other
senior officers are compensated in a manner consistent with the stated
objectives of the Company. The Committee also administers the Company's benefit,
retirement programs and equity incentive plans and recommends changes subject to
approval by the Board of Directors. The members of the Compensation Committee
are independent, non-employee directors.

The Company's compensation philosophy is to provide a competitive
compensation program with incentives to achieve superior financial performance
for the Company's stakeholders. The Company's executive compensation policies
are designed to achieve these primary objectives:

- Attract, retain, reward and motivate highly talented employees, who
will lead the Company and achieve and inspire superior performance;

- Provide incentives to improve the performance of Coachmen overall
and of each business sector to which an executive is assigned;

- Align the interests of management with those of the Company's
shareholders in both the short and long-term by placing a
significant portion of compensation "at risk", based upon the
Company's performance.

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Executive compensation consists primarily of the following components: Base
Salary, Annual Incentives and Long-Term Incentives.

In 2000, the Board and its Compensation Committee engaged an independent
compensation consulting firm to assist it in a review of the Company's
compensation policies, provide advice concerning specific compensation packages
and appropriate levels of executive compensation, provide advice about
competitive levels of compensation and review and recommend changes in the
compensation system of the Company. The firm was also retained to provide
specific advice concerning the compensation for the Board's Outside Directors.

The independent compensation consultant conducted a survey on compensation
practices by companies in Coachmen's peer group, as well as a range of
manufacturing companies with whom Coachmen might reasonably compete for
executive talent. Based on these surveys and the consultants' recommendations,
the Committee adopted a number of revisions to its compensation programs. These
revisions are discussed in the relevant sections of this report.

BASE SALARIES

Salaries are typically reviewed annually, on a calendar year basis. The
Committee sets executive salaries based on competitive market levels,
experience, individual and company performance, levels of responsibility and
inflationary factors. In order to best attract and retain highly qualified
talent, the Compensation Committee determined that base salaries should be
targeted at the 50th percentile of the survey company composite. The review of
salaries in effect in 2000 identified a number of deficiencies. The Committee
has determined that adjustments to certain base salaries are needed, which
adjustments will be phased in based upon the degree of deficiency, the level of
the executive's responsibility and personal performance, and business
circumstances.

ANNUAL INCENTIVES

Historically, the annual incentive bonus plan for Coachmen senior
executives has been based on a profit sharing bonus plan (PSB), where each
"share" has been the equivalent of a percentage of the executive's base salary.
Certain operating managers have had separate bonus programs that are based on
performance factors such as return on assets, and growth in revenues, profits
and market share. The annual incentive bonus is paid on March 15th, based on the
results of the prior fiscal year. For 2000, no PSB bonuses were earned at the
Corporate level, though bonuses were earned in varying degrees at individual
business units.

The Compensation Committee determined that the annual incentive bonus for
senior officers and business units heads should be revised to increase emphasis
on key performance factors that drive shareholder value, and for more
consistency throughout the Company. Accordingly, a new annual incentive plan has
been adopted for 2001.

The 2001 Executive Annual Performance Incentive Plan provides key employees
with the opportunity for bonuses based on the performance of the Company and/or
the performance of its operating divisions or profit-centers. An annual target
bonus goal (the "Target Bonus"), which is expressed as a percentage of the
participant's base salary, is established by the Compensation Committee. The
Committee also establishes "Incentive Bonus" levels, expressed as a percentage
of the Target Bonus, that are paid to the participant based upon achievement of
pre-established financial objectives of the Company. The Incentive Bonus levels
may be expressed as either (i) a matrix of percentages or (ii) a mathematical
formula that determines the percentage of the Target Bonus that is payable at
varying levels of performance.

Performance goals may be based on one or more business and/or financial
criteria. Among other criteria, the Committee may include any one or a
combination of the following criteria in either absolute or relative terms, for
either the Company or any of its Subsidiary organizations: Revenue, revenue
growth, market share or market share growth, or inventory turns; Total
shareholder return; Return on assets, equity, capital, or investment; Pre-tax or
after-tax profit levels, including: earnings per share, growth in earnings per
share, earnings before interest and taxes, earnings before interest, taxes,
depreciation and amortization, net operating

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11

profits after tax, and net income, economic value added and economic profit;
Cash flow and cash flow return on investment; Measurements of compliance with
company policies or legal requirements; Employee turnover or other human
resources criteria; Levels of operating expense or other expense items as
reported on the income statement, including operating and maintenance expense;
Measures of customer satisfaction and customer service as surveyed from time to
time, including the relative improvement therein; and Subjective evaluations of
the executives' performance and personal development.

For 2001, performance will be determined by reference to goals linked to
sales, earnings, and return on assets. Payment of an Incentive Bonus to a
participant for the 2001 fiscal year is entirely contingent upon achievement of
the performance levels established by the Committee. In addition, at the
beginning of the performance period a participant may elect to receive bonuses
earned in either non-restricted or restricted common stock of the Company
instead of cash.

LONG-TERM INCENTIVES

Long-term incentive compensation opportunities are provided to executives
in positions with significant responsibilities, accountabilities and potential
impact on long-term Corporate performance. Long-term incentive compensation is
made available in the form of stock options. These awards are available under
the 2000 Omnibus Stock Incentive Plan, which was approved by the shareholders.
Participation in and the level of stock option grants made to individual
executives are approved by the Committee. Options are subject to vesting
provisions over a period of five years and the exercise price must at least
equal the fair market value of the common stock on the date of grant. Holders
must be employed by the Company at the time of vesting in order to exercise the
options.

Survey data indicates that previous grants approved by the Committee under
this long-term plan and predecessor plans were not competitive with grants made
to executives in similar positions at other industrial organizations. In 2000,
the Committee adopted a revised stock option incentive strategy designed to
encourage a significant equity ownership interest in the Corporation to help
assure that the long-term interests of the Corporation's senior executives are
closely aligned with the long-term interests of the shareholders.

BENEFITS

The Committee also looked at retirement benefits as a component of
compensation, and found that the plans offered were inadequate to attract and
retain executive talent of the level desired in competition with other
manufacturing companies. Improvements in deferred compensation and similar
retirement programs enhanced with features tied to Company stock performance
will become effective in 2001.

STOCK OWNERSHIP GUIDELINES -- EXECUTIVES

In 2000, the Compensation Committee approved stock ownership guidelines of
four times base salary for the Chief Executive Officer, two times base salary
for Executive Vice Presidents, one and one-half times base salary for Senior
Vice Presidents, and one times base salary for other key officers. The targeted
stock ownership should be achieved by a date set by the Committee. Shares to be
counted include shares held in the executives' 401(k) or IRA, restricted shares,
shares held in trust or in beneficial ownership by or for an immediate family
member, shares purchased on the open market or through the Employee Stock
Purchase Plan, or shares held following the exercise of stock options. Stock
options will not be counted towards the executive's stock ownership position
until exercised.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Chief Executive Officer (CEO) compensation was set for 2000 pursuant to
the same philosophy and objectives described earlier in this report, and
included the same elements and performance measures as the Company's other
officers. For 2000, the CEO did not receive a bonus. The Compensation Committee
also reviewed Ms. Skinner's beneficial ownership in Coachmen Industries common
stock in relation to CEO beneficial ownership levels at the composite group
companies. In awarding Ms. Skinner's stock options for 2000, the Committee took
note of these factors, as well as Ms. Skinner's substantial and unique
contributions
9
12

to the Company's performance, including the impact of Ms. Skinner's leadership
in establishing the "pay for performance" improvements at the Company.

COMPLIANCE WITH SECTION 162(M)

Federal tax law establishes certain requirements in order for compensation
exceeding $1 million earned by certain executives to be deductible. Because the
total compensation for any executive officer is significantly below the $1
million threshold, the Compensation Committee has not had to address the issues
relative thereto.

SUMMARY

The Committee believes that the foregoing compensation programs will serve
the long-term interests of shareholders. These programs create a strong link
between long-term executive rewards and long-term shareholder rewards; they
attract, retain and motivate outstanding executive talent; and they further the
Corporation's long-term leadership succession objectives. The Committee will
continue to emphasize variable, performance based compensation programs that it
believes positively affect long-term shareholder value. Finally, through stock
ownership guidelines, it is the goal of the Committee to ensure the Corporation
has not only qualified, professional managers, but fully committed
"owner-operators".

The foregoing report is furnished by the following members of the
Compensation Committee:

Philip G. Lux, Chairman, Geoffrey B. Bloom, Member
Compensation Committee Robert J. Deputy, Member
Donald W. Hudler, Member
William P. Johnson, Member

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Philip G. Lux was President and Chief Operating Officer of the Company
prior to his retirement on December 31, 1991.

OUTSIDE DIRECTOR COMPENSATION

For the 2000 term year, the compensation plan for Non-employee Directors
was a fee of $8,000 annually, plus $500 per board meeting attended. They also
receive $1,000 per year for each committee served on, plus $500 per committee
meeting attended on days other than regular board meeting. Each Non-employee
Director of the Company, with at least one full year of service as a Director,
automatically receives a one-time restricted stock award of 4,000 shares of
Common Stock. These shares vest at the rate of 400 shares per year over a
ten-year period upon the attainment of an after-tax return on average
shareholder equity of fifteen percent or greater. If in any year, the fifteen
percent return on equity is not attained, the restricted share award for that
year is forfeited. All of the incumbent directors have received the restricted
share award. For discussion of director compensation see section on Outside
Director Compensation. Employee Directors receive no compensation as Directors.

The Board recognizes the importance in attracting and retaining
highly-qualified independent Directors to lead the Company in its goal of best
serving shareholder interests. Accordingly, in 2000, the Board engaged an
independent compensation consultant to advise it on compensation policies and
procedures, including those for Non-employee Directors. The independent
consultant conducted a survey on Board compensation practices by company's in
Coachmen's peer group, as well as a range of comparable manufacturing companies.
As a result of the consultant's recommendations, the Board approved a new
compensation plan for Outside Directors, as follows:

Effective with the election of the Board of Directors for the 2001-2002
service year to begin in May 2001, each Outside Director of the Company shall be
entitled to the following annual retainers as compensation for his or her
services on the Board of Directors of Coachmen Industries, Inc.: a) ten thousand
dollars ($10,000)

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in cash; b) ten thousand dollars ($10,000) in the Company's common stock; c)
three thousand dollars ($3,000) in cash for each committee of the Board on which
the Director serves; d) two thousand dollars ($2,000) in cash for each committee
of the Board which the Director chairs; and, e) a grant of an option for one
thousand (1,000) shares of the Company's common stock.

The value of each stock retainer and the option exercise price shall be
equal to the closing price of the common stock on the NYSE Composite
Transactions Tape, as reported in The Wall Street Journal, Midwest Edition on
the date of the annual shareholders' meeting. The compensation for the coming
year will be payable promptly following the election of the Directors at the
annual shareholders' meeting, in advance for the coming service year.

At least fifteen (15) days prior to each annual shareholders' meeting, each
Director may instead irrevocably elect in writing to receive any portion of his
or her cash compensation: in unrestricted common stock valued at one hundred ten
percent (110%) of the cash amount elected, plus an amount calculated by the
Company necessary to gross up the Director's income to cover the Director's
federal income taxes for that year for the additional 10% of stock; or, in
restricted common stock valued at one hundred forty percent (140%) of the cash
amount elected. All restricted common stock shall be deposited with the Company
until the completion of two years of service thereafter, and shall be subject to
the following restrictions: (a) deposited stock shall be non-transferable until
the completion of that two year period of service; and, (b) the shares shall be
forfeited to the Company without any payments to the Director in the event of a
termination of the Director's service on the Board prior to the completion of
the two year period of service for any reason other than death, disability or
mandatory retirement; except that, in the event of a Change in Control, as
defined in the Program, all such stock shall be delivered to the Director
without any restrictions.

Consistent with its belief that the long-term interests of our shareholders
are best served by Directors who hold an equity position in the Company, the
Board further determined that during this year of transitioning to a new
compensation plan for Non-employee Directors, that those Directors would be
allowed to make the above-referenced election for one-half of their cash
compensation for the 2000-2001 term year.

All stock delivered and stock options granted under the new compensation
plan for Non-employee Directors are authorized under the Coachmen Industries,
Inc. 2000 Omnibus Stock Incentive Program ("Program"), as approved by the
shareholders.

STOCK OWNERSHIP GUIDELINES -- NON-EMPLOYEE DIRECTORS

In 2000, the Board also approved stock ownership guidelines for its
Non-employee Directors at a multiple of four times the amount of the Annual Cash
and Stock Retainer. The targeted stock ownership should be achieved by December
31, 2004. Shares to be counted included restricted shares, shares held in trust
or in beneficial ownership by or for an immediate family member, shares
purchased on the open market, or shares held following the exercise of stock
options. Stock options will not be counted towards the Non-employee Directors'
stock ownership position until exercised.

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PERFORMANCE GRAPH

The stock price performance shown on the graph below is not necessarily
indicative of future price performance. The companies comprising the Peer Group
are Fleetwood Enterprises, Inc., Skyline Corporation, Thor Industries, Inc. and
Winnebago Industries, Inc. The total return of each company in the Peer Group
has been weighted according to Coachmen's stock market capitalization.

COMPARATIVE FIVE-YEAR TOTAL RETURNS*
COACHMEN, S&P 500, PEER GROUP
(PERFORMANCE RESULTS THROUGH 12/31/00)

[PERFORMANCE CHART]

- ----------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
- ----------------------------------------------------------------------------------------------------------------

COACHMEN INDUSTRIES, INC 100.00 263.52 202.33 248.48 144.81 102.42
S&P 500 INDEX 100.00 122.96 163.98 210.85 255.21 231.98
PEER GROUP 100.00 111.93 161.73 160.83 132.77 91.53

Assumes $100 invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year in Coachmen common stock, S&P
500, and Peer Group. *Cumulative total return assumes reinvestment of dividends.

AUDIT COMMITTEE REPORT

The responsibilities of the Audit Committee, which are set forth in the
Audit Committee Charter adopted by the Board of Directors (a copy of which is
attached to this Proxy Statement as Appendix A), include providing oversight to
the Company's financial reporting process through periodic meetings with the
Company's independent accountants, internal auditors and management to review
accounting, auditing, internal controls and financial reporting matters. The
management of the Company is responsible for the preparation and integrity of
the financial reporting information and related systems of internal controls.
The Audit Committee, in carrying out its role, relies on the Company's senior
management, including senior financial management, and its independent
accountants.

We have reviewed and discussed with senior management the Company's audited
financial statements included in the 2000 Annual Report to Shareholders.
Management has confirmed to us that such financial statements (i) have been
prepared with integrity and objectivity and are the responsibility of management

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and, (ii) have been prepared in conformity with accounting principles generally
accepted in the United States of America.

We have discussed with PricewaterhouseCoopers LLP, our independent
accountants, the matters required to be discussed by Statement of Auditing
Standards ("SAS") No. 61, "Communications with Audit Committee." SAS No. 61
requires our independent accountants to provide us with additional information
regarding the scope and results of their audit of the Company's financial
statements, including with respect to (i) their responsibility under auditing
standards generally accepted in the United States of America, (ii) significant
accounting policies, (iii) management judgments and estimates, (iv) any
significant audit adjustments, (v) any disagreements with management, and (vi)
any difficulties encountered in performing the audit.

We have received from PricewaterhouseCoopers LLP a letter providing the
disclosures required by Independence Standards Board Standard No. 1
"Independence Discussions with Audit Committees" with respect to any
relationships between PricewaterhouseCoopers LLP and the Company that in their
professional judgment may reasonably be thought to bear on independence.
PricewaterhouseCoopers LLP has discussed its independence with us, and has
confirmed in such letter that, in its professional judgment, it is independent
of the Company within the meaning of the federal securities laws.

Based on the review and discussions described above with respect to the
Company's audited financial statements included in the Company's 2000 Annual
Report to Shareholders, we have recommended to the Board of Directors that such
financial statements be included in the Company's Annual Report on Form 10-K for
filing with the Securities and Exchange Commission.

As specified in the Audit Committee Charter, it is not the duty of the
Audit Committee to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and in accordance with accounting
principles generally accepted in the United States of America. That is the
responsibility of management and the Company's independent accountants. In
giving our recommendation to the Board of Directors, we have relied on (i)
management's representation that such financial statements have been prepared
with integrity and objectivity and in conformity with accounting principals
generally accepted in the United States of America, and (ii) the report of the
Company's independent accountants with respect to such financial statements.

William P. Johnson, Chairman, Philip G. Lux, Member
Audit Committee Edwin W. Miller, Member
Fredrick M. Miller, Member

INDEPENDENT ACCOUNTANTS

The Company's certified public accountants for the year 2000 were
PricewaterhouseCoopers LLP and that firm has been selected as the Company's
accountants for fiscal 2001. Such accounting firm is expected to have a
representative at the Annual Meeting of Shareholders and will be available to
respond to appropriate questions at that time and have an opportunity to make a
statement if they desire to do so.

AUDIT FEES

The aggregate fees billed by the Company's independent accountants for
professional services rendered in connection with (i) the audit of the Company's
annual financial statements set forth in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, and (ii) the review of the Company's
quarterly financial statements set forth in the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30,
2000, were approximately $171,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by the Company's independent accountants for
financial information systems design and implementation services.
13
16

ALL OTHER FEES

The aggregate fees for all other services rendered by its independent
accountants for the Company's most recent fiscal year were approximately
$260,300. These fees include work performed by the independent auditors with
respect to preparation of corporate income tax returns, tax compliance and
planning projects, audits of employee benefit plans and consultation and
assistance related to business acquisitions.

The Audit Committee has advised the Company that it has determined that the
non-audit services rendered by the Company's independent accountants during the
Company's most recent fiscal year are compatible with maintaining the
independence of such accountants.

OTHER BUSINESS

The Board of Directors does not know of any other business to be presented
to the Annual Meeting and does not intend to bring other matters before the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting, it is intended that the persons named in the accompanying proxy form
will vote thereon according to their best judgment and interest of the Company.
No Shareholder has informed the Company of any intention to propose any other
matter to be acted upon at the Annual Meeting. Accordingly, the persons named in
the accompanying proxy form are allowed to exercise their discretionary
authority to vote upon any such proposal without the matter having been
discussed in this Proxy Statement.

By Order of the Board of Directors,

RICHARD M. LAVERS
Secretary

Dated: March 29, 2001

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APPENDIX A

COACHMEN INDUSTRIES, INC

AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the Company's stakeholders, including its
shareholders, potential shareholders, dealers, employees and investment
community relating to corporate accounting, reporting practices of the Company,
and the quality and integrity of the financial reports of the Company. The Audit
Committee's primary duties and responsibilities are to oversee that management
has: maintained the reliability and integrity of the accounting policies and
financial reporting and disclosure practices of the Company; has established and
maintained processes to assure that an adequate system of internal control is
functioning within the Company; has established and maintained processes to
assure compliance by the Company with all applicable laws, regulations and
corporate policy, including compliance, risk management and legal affairs.

The Audit Committee will fulfill these responsibilities primarily by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of no less than three (3) or more
Directors (as determined from time to time by the Board) each of whom shall meet
the independence requirements of the New York Stock Exchange. All members of the
Audit Committee shall have a working familiarity with basic finance and
accounting practices, and at least two members of the Audit Committee shall have
accounting or related executive financial management expertise.

III. MEETINGS

The Audit Committee shall meet at least four times annually, or more
frequently as it deems necessary to fulfill its responsibilities.

IV. RESPONSIBILITIES AND DUTIES

To fulfill responsibilities and duties the Audit Committee shall:

Review and reassess, at least annually, the adequacy of this Charter. Make
recommendations to the Board, as conditions dictate, to update this Charter and
publish the Committee's purpose in the proxy statement to its shareholders.

Review with management and the independent accountants the Company's annual
financial statements, including a discussion with the independent accountants of
the matters required to be discussed by Statement of Auditing Standards No. 61
("SAS No. 61"), Communications with Audit Committees.

Review with management and the independent accountants the 10-Q prior to
its filing or prior to the release of earnings, including a discussion with the
independent accountants of the matters to be discussed by SAS No. 61. The
Chairperson of the Audit Committee may represent the entire Audit Committee for
purposes of this review.

Review the performance of the independent accountants and make
recommendations to the Board regarding the appointment or termination of the
independent accountants. The Audit Committee and the Board have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the outside auditor. The independent accountants are ultimately accountable to
the Audit Committee and the entire Board for such accountants' review of the
financial statements and controls of the Corporation.

Oversee independence of the accountants by receiving from the accountants,
annually, a formal written statement required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees.

In conjunction with the independent accountants, review the integrity of
the Company's financial reporting processes, both internal and external.

A-1
18
COACHMEN INDUSTRIES, INC.

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Claire C. Skinner and William P. Johnson,
and each of them, as his proxies, each with full power of substitution, to
P REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL OF THE UNDERSIGNED'S Common
Stock of Coachmen Industries, Inc. at the Annual Meeting of shareholders of
R Coachmen Industries, Inc. to be held on May 3, 2001 and at any adjournment
thereof, with the same authority as if the undersigned were personally
O present.

X THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
Y VOTED FOR PROPOSAL 1.

THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.

SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

[ ] Please mark your votes
as in this example

1. ELECTION OF DIRECTORS. FOR all nominees listed below WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
Claire C. Skinner, Keith D. Corson, Thomas H. Corson, Geoffrey B. Bloom, contrary below) listed below
Robert J. Deputy, Donald W. Hudler, William P. Johnson, Philip G. Lux, [ ] [ ]
Edwin W. Miller, Fredrick M. Miller

INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below:

_______________________________________________________________________________________________________________________________

2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

Dated: ____________________________, 2001

_________________________________________
(Signature)

(If the stock is registered in the name
of more than one person, the proxy should
be signed by all named holders. If signing
as attorney, executor, administrator,
trustee, guardian, corporate official,
etc., please give full title as such.)

20
COACHMEN INDUSTRIES, INC.
(ANNUAL MEETING OF SHAREHOLDERS MAY 3, 2001)
VOTING INSTRUCTION
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TO: KEY TRUST COMPANY, N.A, TRUSTEE OF THE
COACHMEN INDUSTRIES INC. RETIREMENT PLAN AND TRUST

The undersigned, a participant in and named fiduciary under the Plan,
hereby directs the Trustee to vote in person or by proxy, as indicated below (a)
all common shares of Coachmen Industries, Inc. credited to the undersigned's
account under the Plan on the record date ("allocated shares") and (b) the
proportionate number of common shares of Coachmen Industries, Inc. credited to
the accounts of other participants in the Plan, but for which the Trustee does
not receive valid voting instructions ("non-directed shares") and as to which
the undersigned is entitled to direct the voting in accordance with the Plan
provisions at the Annual Meeting of Shareholders to be held on May 3, 2001 and
at any adjournment thereof.

Under the Plan, shares credited to the accounts of participants for which
the Trustee does not receive timely directions in the form of a signed voting
instruction form are voted by the Trustee as directed by the participants acting
as named fiduciaries under the Plan who timely return a signed voting
instruction form. By completing this confidential voting instruction form and
returning it to the Trustee, you are directing the Trustee to vote credited
shares and a proportionate number of non-directed shares held in the Plan. The
number of non- directed shares for which you may instruct the Trustee to vote
will depend on how many other participants exercise their right to direct the
voting of their allocated shares.

Any participants wishing to vote the non-directed shares differently from
the allocated shares may do so by requesting a separate voting instruction card
from the Trustee by calling Ellen Philip at 212-807-0477. The number of shares
reported on this form is based on an equivalent number of shares which are
allocated for the credit of your account pursuant to the terms of the Plan.

1. ELECTION OF DIRECTORS

[ ] FOR [ ] WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees
(except as marked to the listed below
contrary below)

Claire C. Skinner, Keith D. Corson, Thomas H. Corson, Geoffrey B. Bloom,
Robert J. Deputy, Donald W. Hudler, William P. Johnson, Philip G. Lux,
Edwin W. Miller, Fredrick M. Miller

INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE UNDERSIGNED HEREBY REVOKES ANY VOTING INSTRUCTION HERETOFORE GIVEN AND
ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.

_____________________________________ Dated: ________________________, 2001
Signature

PLEASE MARK, SIGN AND DATE THIS FORM AND RETURN IT PROMPTLY TO THE
TRUSTEE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.