COA

ARTICLES OF INCORPORATION
OF COACHMEN INDUSTRIES, INC.


The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter referred to
as the "Act"), execute the following Articles of Incorporation.


ARTICLE I

NAME

The name of the Corporation is Coachmen Industries, Inc.

ARTICLE II

PURPOSES

The purposes for which the Corporation is formed are:

a. To manufacture, construct, fabricate, produce, purchase, acquire,
warehouse, use, deal in, sell and otherwise dispose of, both at wholesale and
at retail, travel trailers, truck campers, mobile homes and all other types
and kinds of movable permanent or semi-permanent dwellings and recreational
vehicles, boats, sporting equipment, and all machinery, tools, implements,
equipment, fixtures and accessories used in accomplishing any of the foregoing
purposes.

b. To purchase, or otherwise acquire, and to hold, or maintain, work,
develop, sell, lease, mortgage, convey, or otherwise dispose of, personal
property, lands and leaseholds, and any interest, estate or right therein or
thereto, which may be required, convenient or appropriate for carrying on any
of the business or corporate objects herein stated.

c. To loan money upon the security of real or personal property or without
security.

d. To apply for and obtain, register, purchase, lease or otherwise acquire,
and to hold, own, use, operate, introduce, sell, assign, or otherwise dispose
of any and all trademarks, trade names and distinctive marks, brands, and
all inventions, improvements and processes used in connection with, or
secured under letters, patent of the United States, or elsewhere, and to use,
exercise, develop, grant, license, or otherwise turn to account any such
trademarks, patents, licenses, brands, processes, and the like, or any such
property, rights and inventions so acquired, with a view to the working and
development of the same.

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ARTICLE II, CONTINUED

e. To borrow money and contract debt when necessary for the transaction of
its business or for the exercise of its corporate rights, privileges or
franchises or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and other obligations
and evidences of indebtedness payable at a specified time or times, or
payable upon the happening of a specified event or events, whether secured
by mortgage, pledge or otherwise, or unsecured for money borrowed or in
payment for property purchased or acquired or any other lawful object.

f. To become a member of, or participate in, joint ventures and limited and
general partnerships engaged in any business whatsoever; to aid in any manner
whatsoever any corporation, joint stock company, association, co-partnership
or individual in whose business the Corporation may be interested in any way
or any of whose shares of capital stock, bond, obligations or other
securities are held by the Corporation, and to do any acts or things which
are or may appear necessary, useful, convenient or appropriate for the
preservation, protection, improvement or enhancement of the value of the
business or property of any such other corporation, joint stock company,
association, co-partnership or individual.

g. To purchase or otherwise acquire the whole or any part of the property,
assets, business, goodwill and rights of any person, firm or corporation and
to pay therefor in whole or in part with shares of capital stock, cash, bonds,
debentures, notes or other obligations or evidences of indebtedness of the
Corporation, and in connection therewith to assume all or any part of the
bonds, mortgages, franchises, leases, contracts, indebtedness, liabilities and
other obligations of any person, firm or corporation.

h. The foregoing clauses shall be construed both as objects and purposes,
and it is hereby expressly provided that any enumeration of specific purposes
hereinbefore made shall not limit or restrict in any manner any general
purposes hereinbefore expressed or permitted by the law of the State of
Indiana, nor shall the Corporation be required to exercise all the said
purposes at any one time.

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ARTICLE III

TERM OF EXISTENCE

The period during which the Corporation shall continue
is perpetual.


ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT

The post-office address of the principal office of the Corporation is
Coachmen Drive, Middlebury, Indiana; and the name and post-office address of
its Resident Agent in charge of such office is Keith D. Corson, Box 526,
Middlebury, Indiana.


ARTICLE V

AMOUNT OF CAPITAL STOCK

The total number of shares which the Corporation shall have authority to
issue is 30,000,000 shares, consisting of 30,000,000 shares of Common Stock,
without par value.


ARTICLE VI

TERMS OF CAPITAL STOCK

a. Each of the four thousand six hundred twenty (4,620) shares of Common
Stock, without par value, heretofore issued and outstanding, is hereby
changed and reclassified (without further action by the Corporation or its
stockholders) into two hundred sixteen (216) full paid and nonassessable
shares of the herein authorized Common Stock, without par value. The capital
of the Corporation shall not be increased or decreased upon such change and
reclassification. Upon surrender to the Corporation for cancellation of
certificates representing Common Stock, without par value, heretofore
outstanding, the holders thereof shall receive in exchange therefor
certificates for shares of Common Stock, without par value, on the basis of
two hundred sixteen (216) shares of said Common Stock, without par value, for
each share of Common Stock, without par value, evidenced by such surrendered
certificates; provided, however, that upon these Amended Articles becoming
effective, each certificate evidencing ownership of Common Stock, without
par value, theretofore outstanding, shall be deemed to evidence
ownership of the within authorized Common Stock, without par value, upon the
basis hereinabove specified, whether or not certificates representing such
Common Stock, without par value, are then issued and delivered.

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ARTICLE VI, CONTINUED

b. No holder of shares of stock of the Corporation of any class shall have
any preemptive or preferential right to subscribe to or purchase any shares
of any class of stock of the Corporation, whether now or hereafter
authorized, or whether the same shall be new or additional shares, or shares
or securities of any kind convertible into, or evidencing or carrying the
right to purchase shares of the Corporation of any class now or hereafter
issued, sold, or authorized, whether the same shall be issued for cash,
services, property or otherwise, nor any right to subscribe to or purchase
any thereof other than such thereof, if any, as the Board of Directors in its
discretion may from time to time determine, and at such price or prices as
the Board of Directors may from time to time fix and determine, and as may
be permitted by law.


ARTICLE VII

VOTING RIGHTS OF CAPITAL STOCK

Every shareholder shall have the right at every shareholders' meeting to
one vote for each share of Common Stock standing in the name of such
shareholder on the stock books of the Corporation.


ARTICLE VIII

STATED CAPITAL

The stated capital of the Corporation at the time of filing these
Amended Articles is in excess of $1,000.00.


ARTICLE IX

DATA RESPECTING DIRECTORS

Section 1. Number. The number of directors of this Corporation shall be
not less than three (3) nor more than fifteen (15). Within such limits, the
number of directors may from time to time be fixed by the by-laws of the
Corporation. In the absence of a by-law fixing the number of directors, the
number shall be five (5).

Section 2. Qualifications. Directors need not be shareholders of the
Corporation. A majority of the directors at any time shall be citizens of
the United States.

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ARTICLE X

FURTHER DATA RESPECTING DIRECTORS

Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the present Board of Directors of the Corporation are as follows:

Name Number and Street or Building City State

Claude E. Corson Coachmen Drive Middlebury, Indiana 46540
Dorthy S. Corson Coachmen Drive Middlebury, Indiana 46540
Keith D. Corson Coachmen Drive Middlebury, Indiana 46540
Thomas H. Corson Coachmen Drive Middlebury, Indiana 46540
Ben O. Scheide Coachmen Drive Middlebury, Indiana 46540

Section 2. Citizenship. All of such Directors are citizens of the
United States.


ARTICLE XI

DATA RESPECTING PRESIDENT AND SECRETARY

Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the President and Secretary of the Corporation are as follows:

Name Number and Street or Building City State

Thomas H. Corson Coachmen Drive Elkhart, Indiana 46540
Dorthy S. Corson Coachmen Drive Elkhart, Indiana 46540

Section 2. Age. The President and Secretary are of lawful age.

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ARTICLE XII

PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT
OF AFFAIRS OF CORPORATION

a. The Board of Directors of this Corporation shall have power, and is
hereby authorized, to fix and determine the price, or the consideration for
which, the shares of stock of this Corporation may, from time to time, be
issued, and the shares of stock may be issued for the consideration therefor
fixed, from time to time, by the Board of Directors.

b. This Corporation shall have power to carry on and conduct its said
business, or any part thereof, and to have one or more offices in the State
of Indiana, and in the various other states, territories, colonies and
dependencies of the United States, in the District of Columbia, and in
all or any foreign countries.

c. This Corporation reserves the right to take advantage of the provisions
of any amendment to The Indiana General Corporation Act, or of any new law
applicable or relating to corporations formed, organized under, or which have
accepted the provisions of, the law now in force, which may hereafter
be enacted, and all rights granted to, and conferred on, the shareholders of
this Corporation, are granted and conferred, subject to this reservation.

d. Annual or special meetings of the shareholders of this Corporation may be
held at the place, either within or without the State of Indiana, which may
be stated in the notice of said meeting.

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SIGNATURE PAGE FROM ORIGINAL ARTICLES OF INCORPORATION


IN WITNESS WHEREOF, the undersigned being all of the incorporators
designated in Article XI, execute these Articles of Incorporation and certify
to the truth of the facts herein stated, this 28th day of December, 1964.

Vernon Atwater
----------------------
Vernon Atwater

Keith D. Corson
----------------------
Keith D. Corson

Claude E. Corson
----------------------
Claude E. Corson