Exhibit 10.1

THOR INDUSTRIES, INC.
2008 ANNUAL INCENTIVE PLAN

          1. Purposes . The purposes of this Plan are to provide an incentive to executive officers and other selected key executives of the Company to contribute to the growth, profitability and increased stockholder value of the Company, to retain such executives and endeavor to qualify the compensation paid under the Plan for tax deductibility under Section 162(m) of the Code.

          2. Definitions . For purposes of the Plan, the following terms shall be defined as set forth below:

     (a) “Award” shall mean, with respect to a Performance Period, that portion of the Pre-Tax Profits payable to a Participant as determined pursuant to Section 4(a).

     (b) “Board” shall mean the Company’s Board of Directors.

     (c) “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, including any authoritative guidance and regulations thereunder and successor provisions thereto.

     (d) “Committee” shall mean a committee composed of at least two members of the Board who qualify as “outside directors” within the meaning of Section 162(m) of the Code.

     (e) “Company” shall mean Thor Industries, Inc. and any entity that succeeds to all or substantially all of its business.

     (f) “Effective Date” shall mean the date the Plan is adopted by the Board, subject to approval of the Company’s stockholders.

     (g) “Eligible Employee” shall mean each executive officer of the Company, including those employed by subsidiaries, and other key executives of the Company selected by the Committee.

     (h) “Fiscal Quarter” shall mean a quarter of a Fiscal Year.

     (i) “Fiscal Year” shall mean the fiscal year of the Company which commences on August 1 and ends on July 31.

     (j) “Participant” shall mean an Eligible Employee designated by the Committee to participate in the Plan for a designated Performance Period.

     (k) “Performance Goal” shall mean, with respect to each Performance Period, Pre-Tax Profits of $15,000,000.

     (l) “Performance Period” shall mean a Fiscal Quarter.

     (m) “Plan” shall mean this Thor Industries, Inc. 2008 Annual Incentive Plan, as amended from time to time.

     (n) “Pre-Tax Profits” shall mean consolidated pre-tax profits of the Company.

          3. Administration .

     (a) Authority . The Plan shall be administered by the Committee. Subject to the provisions of the Plan and applicable law, the Committee shall have the power, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the terms and conditions of any Award; (iii) determine whether, to what extent, and under what circumstances Awards may be canceled, forfeited, or suspended and the method or methods by which Awards may be canceled, forfeited, or suspended; (iv) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (v) establish, amend, suspend, or waive any rules and regulations; and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

     (b) Manner of Exercise of Committee Authority . The Committee may delegate its responsibility with respect to the administration of the Plan to one or more officers of the Company, to one or more members of the Committee or to one or more members of the Board; provided , however , that the Committee may not delegate its responsibility (i) to make Awards to executive officers of the Company; (ii) to make Awards which are intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code; or (iii) to certify the satisfaction of Performance Goals pursuant to Section 4(c) in accordance with Section 162(m) of the Code. The Committee may also appoint agents to assist in the day-to-day administration of the Plan and may delegate the authority to execute documents under the Plan to one or more members of the Committee or to one or more officers of the Company.

     (c) Limitation of Liability . The Committee may appoint agents to assist it in administering the Plan. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company, the Company’s independent certified public accountants, consultants or any other agent assisting in the administration of the Plan. Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the

extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

          4. Awards .

     (a) Allocation of Awards . Prior to, or reasonably promptly following the inception of, a Performance Period but, to the extent required by Section 162(m) of the Code, by no later than the day prior to the date on which twenty-five percent (25%) of the Performance Period has elapsed, the Committee shall allocate in writing, on behalf of each Eligible Employee designated as a Participant eligible to receive an Award pursuant to the Plan for such Performance Period, the portion of Pre-Tax Profits (not to exceed 3% on behalf of any Participant), if any, to be paid to such Participant with respect to the Performance Period if the Performance Goal is achieved. With respect to any single Participant, the maximum Award that shall be paid with respect to any Performance Period shall be $5,000,000.

     (b) Adjustments . The Committee is authorized at any time during or after a Performance Period to reduce or eliminate an Award allocated to any Participant for any reason, including, without limitation, changes in the position or duties of any Participant with the Company during or after a Performance Period, whether due to any termination of employment (including death, disability, retirement, voluntary termination, or termination with or without cause) or otherwise; provided , that , no such reduction or elimination will increase the amount otherwise payable to any other Participant if such action would cause the Awards to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code, as determined by the Committee. In addition, to the extent necessary to preserve the intended economic effects of the Plan to the Company and the Participants, the Committee shall adjust the calculation of Pre-Tax Profits and Awards and the allocation thereof to take into account: (i) a change in corporate capitalization, (ii) a corporate transaction, such as any merger of the Company or any subsidiary into another corporation, any consolidation of the Company or any subsidiary into another corporation, any separation of the Company or any subsidiary (including a spin-off or the distribution of stock or property of the Company or any subsidiary), any reorganization of the Company or any subsidiary (whether or not such reorganization comes within the definition of Section 368 of the Code), (iii) any partial or complete liquidation of the Company or any subsidiary or a large, special and non-recurring dividend paid or distributed by the Company, or (iv) a change in accounting or other relevant rules or regulations; provided , however , that no adjustment hereunder shall be authorized or made if and to the extent that the Committee determines that such authority or the making of such adjustment would cause the Awards to fail to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.

     (c) Payment of Awards .

     (i) Following the completion of each Performance Period, the Committee shall certify in writing, in accordance with the requirements of Section 162(m) of the Code, the achievement of the Performance Goal and the Awards payable to Participants. Unless the Committee determines otherwise, no amounts shall be paid with respect to Awards for a Performance Period until the Performance Period has ended and the Committee has made the certification required by this Section 4(c)(i).

     (ii) Except as provided below, as soon as practicable following the Committee’s certification pursuant to Section 4(c)(i) for the applicable Performance Period, each Participant shall receive payment, in a cash lump sum, of his or her Award. In no event shall such payment be made later than 2 ¹ / 2 months following the date the Committee certifies that the Performance Goal has been achieved.

          5. General Provisions .

     (a) Termination of Employment . In the event a Participant terminates employment for any reason during a Performance Period or prior to the Award payment, he or she shall not be entitled to receive any Award for such Performance Period.

     (b) Taxes . The Company is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, or any payroll or other payment to a Participant, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority for the Company to withhold or receive other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis in the discretion of the Committee.

     (c) Limitations on Rights Conferred under Plan and Beneficiaries . Status as a Participant shall not be construed as a commitment that any Award will become payable under the Plan. Nothing contained in the Plan or in any documents related to the Plan or to any Award shall confer upon any Eligible Employee or Participant any right to continue as an Eligible Employee, Participant or in the employ of the Company or constitute any contract or agreement of employment, or interfere in any way with the right of the Company to reduce such person’s compensation, to change the position held by such person or to terminate the employment of such Eligible Employee or Participant, with or without cause, but nothing contained in this Plan or any document related thereto shall affect any other contractual right of any Eligible Employee or Participant. No benefit payable under, or interest in, this Plan shall be transferable by a Participant except by will or the laws of descent and distribution or otherwise be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge.

     (d) Changes to the Plan and Awards . Subject to Section 5(h), notwithstanding anything herein to the contrary, the Board, or the Committee, may, at any time, terminate

or, from time to time, amend, modify or suspend the Plan and the terms and provisions of any Award theretofore granted to any Participant which has not been paid. No Award may be granted during any suspension of the Plan or after its termination.

     (e) Unfunded Status of Awards; Creation of Trusts . The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any amounts payable to a Participant pursuant to an Award, nothing contained in the Plan (or in any documents related thereto), nor the creation or adoption of the Plan, the grant of any Award, or the taking of any other action pursuant to the Plan shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, that , the Committee may authorize the creation of trusts and deposit therein cash or other property or make other arrangements, to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms and conditions as the Committee may specify in accordance with applicable law.

     (f) Non-Exclusivity of the Plan . Neither the adoption of the Plan by the Board (or a committee designated by the Board) nor submission of the Plan or provisions thereof to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem necessary.

     (g) Governing Law . The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable Federal law.

     (h) Exemption Under Section 162(m) of the Code . The Plan, and all Awards issued thereunder, are intended to be exempt from the application of Section 162(m) of the Code, which restricts under certain circumstances the Federal income tax deduction for compensation paid by a public company to “covered employees” (within the meaning of Section 162(m) of the Code) in excess of $1 million per year. The Committee may, without stockholder approval, amend the Plan retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification of Section 162(m) of the Code required to preserve the Company’s Federal income tax deduction for compensation paid pursuant to the Plan. Notwithstanding Section 5(d), the Committee may not change the Performance Goal unless all necessary stockholder approval or re-approval of the Plan is obtained in order to qualify Awards as “performance-based compensation” within the meaning of Section 162(m) of the Code.

     (i) Effective Date . The Plan is effective on the Effective Date, subject to subsequent approval thereof by the Company’s stockholders at the first annual meeting of stockholders to occur after the Effective Date, and shall remain in effect until it has been

terminated pursuant to Section 5(e). If the Plan is not approved by the stockholders at such annual meeting, the Plan and all interests in the Plan awarded to Participants before the date of such annual meeting shall be void ab initio and of no further force and effect.

Exhibit 10.2

Thor Industries, Inc.
Amended and Restated
Deferred Compensation Plan

Effective January 1, 2005

I.

Purpose

The Thor Industries, Inc. Amended and Restated Deferred Compensation Plan (the “ Plan ”) was adopted by the Employer effective as of June 1, 2000 and was restated as of February 1, 2003. The Company hereby amends and restates the Plan effective as of January 1, 2005 to, among other things, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). The purpose of the Plan is to provide key selected employees of the Employer with the benefits of an unfunded, non-qualified deferred compensation program. The Plan is intended to constitute “a plan that is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(20), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), is intended to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent.

II.

Definitions

When used in the Plan, the following words shall have the meanings set forth below, unless the context clearly indicates otherwise:

	(a)		Accounts : The bookkeeping accounts maintained by the Employer, with appropriate sub accounts, to reflect Contributions to the Plan, adjusted for earnings and losses, in accordance with the Plan. Accounts shall be bookkeeping entries only and shall not constitute an actual allocation of any assets of the Employer, or be deemed to create any trust, custodial account or deposit with respect to any assets which may be utilized to satisfy the obligation of the Employer to provide the benefits specified in the Plan.
	(b)		Beneficiary : Any person who is designated by a Participant to receive payment of benefits under the Plan, to the extent available, after the Participant’s death. The Participant may specify his or her Beneficiaries on a form approved by the Committee and may make such changes to his or her Beneficiary designation at any time, pursuant to procedures adopted by the Committee. Notwithstanding anything in the Plan to the contrary, if the Participant designates his or her spouse as a Beneficiary of benefits payable hereunder, and the Participant’s marriage to that spouse is later terminated (whether by divorce, annulment, dissolution or otherwise), the Participant’s designation of his or her spouse as a Beneficiary shall be null and void, and the portion of the Participant’s benefits that would, but for this provision be payable to the Participant’s spouse will be payable as designated in the Participant’s Beneficiary designation, as if the spouse had predeceased the Participant.
	(c)		Board : The Board of Directors of Thor Industries, Inc.
	(d)		Bonus. A cash payment made by the Employer to an Eligible Employee, in addition to such Eligible Employee’s Compensation, in order to recognize specific accomplishments.

	(e)		Bonus Deferrals : Those elective Bonus Contributions made to the Plan pursuant to Part IV(b) of the Plan.
	(f)		Change in Control : The occurrence of any one of the following events:

                    (i) any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Ace of 1934 (the “Exchange Act” ) and as used in Sections 13 (d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Thor Industries, Inc. (the “Company” for purposes of this definition) representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities ”); provided , however , that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Control Transaction (as defined in paragraph (iii)), or (E) a transaction (other than one described in (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Board (as defined below) approves a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control under this paragraph (i);

                    (ii) individuals who, on the Effective Date, constitute the Board (the “Incumbent Board” ) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be considered a member of the Incumbent Board; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be a member of the Incumbent Board;

                    (iii) the shareholders of the Company approve a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its subsidiaries (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination” ), unless, immediately following such Business Combination: (A) more than 50% of the total voting power of the publicly traded corporation resulting from such Business Combination (including, without limitation, any corporation which directly or indirectly has beneficial ownership of 100% of the Company Voting Securities or all or substantially all of the assets of the Company and its subsidiaries) eligible to elect directors of such corporation would be represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power would be in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to the Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, any employee benefit plan sponsored or maintained by the Company (or the corporation resulting from such Business Combination), or any person which beneficially owned, immediately prior to such Business Combination, directly or indirectly, 50% or more of the Company Voting Securities (a “Company 50% Stockholder” ) would become the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination and no Company 50% Stockholder would increase its percentage of such total voting power, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination would

be members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (a “Non-Control Transaction” ); or

                         (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which, by reducing the number of Company Voting Securities outstanding, increases the percentage of shares beneficially owned by such person; provided , that , if a Change in Control would occur as a result of such an acquisition by the Company (if not for the operation of this sentence), and after the Company’s acquisition such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, then a Change in Control shall occur.

Notwithstanding any other provision contained in this Part II(f) or in the Plan, an event shall not constitute a Change in Control unless such event constitutes a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

	(g)		Code : The U.S. Internal Revenue Code of 1986, as amended and any authoritative guidance and/or regulations promulgated thereunder.
	(h)		Committee : The Committee as provided for in the Plan, which shall have the authority to direct the operations of the Plan. If Thor Industries, Inc. does not appoint members of the Committee, then Thor Industries, Inc. shall be the administrator of the Plan, and direct its day to day operations.
	(i)		Compensation : An Employee’s wages, salaries, fees for professional services and other amounts received (whether or not the amount is paid in cash) for personal services actually performed in the course of employment with the Employer to the extent that such amounts are includible in gross income, including, but not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips or those items excludable under the definition of compensation under Treasury Regulation Section 1.415-2(d)(3). While Bonuses can be deferred under the Plan, they do not constitute Compensation. For purposes of the Plan, Compensation will be determined before Elective Deferrals and other salary reduction amounts that are not included in the Participant’s gross income under Sections 125, 402(e), 402(h) or 403(b) of the Code.
	(j)		Compensation Deferrals: Those elective Compensation deferrals made to the Plan pursuant to Part IV(a) of the Plan.
	(k)		Contributions : Collectively, Compensation Deferrals, Bonus Deferrals, Matching Contributions, Discretionary Incentive Contributions, and Employer Special Contributions.
	(l)		Disability : A Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) by reason of any medically determinable physical or

mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employer; or (c) determined to be totally disabled by the Social Security Administration.

	(m)		Discretionary Incentive Contributions : Those discretionary Employer contributions to the Plan made pursuant to Part IV(c) of the Plan.
	(n)		Effective Date : June 1, 2000.
	(o)		Elective Deferrals : A Compensation Deferral or Bonus Deferral made under the Plan pursuant to a Participant’s Elective Deferral Agreement.
	(p)		Elective Deferral Agreement : An irrevocable election of the Participant to defer a portion of his or her Compensation and/or Bonus pursuant to the Plan. Such Elective Deferral Agreement shall (i) be in writing, signed by the Participant prior to the start of the Plan Year to which it relates (or such earlier date set forth in the Elective Deferral Agreement for a particular Plan Year); provided , that , a person who becomes a new Participant in the Plan may, within 30 days following his or her selection as a Participant, elect to defer his or her Compensation and/or Bonus earned after the date of such election so long as such Participant was not eligible to participate in any other plan that is required to be aggregated with the Plan for purposes of Section 409A of the Code; (ii) take effect as of the start of the following Plan Year (or the date the Participant commences participation in the Plan, if later); (iii) except as otherwise provided herein, be irrevocable; and (iv) be on a form and submitted as prescribed by the Committee. Any Elective Deferral Agreement in effect as of the last day of a Plan Year shall automatically renew for each succeeding Plan Year unless a proper election modifying or terminating the prior Elective Deferral Agreement is submitted to the Committee during the period of time designated by the Committee.
	(q)		Eligible Employee : An employee who is a member of a select group of management or highly compensated employees, within the meaning of ERISA, as determined by the Committee.
	(r)		Employer : (i) Thor Industries, Inc. and (ii) any member of Thor Industries, Inc.’s control group within the meaning of U.S. Treasury Regulation Section 1.409A-1(h)(3), as such may be modified or amended from time to time, by applying the “at least 50 percent” provisions thereof, which is designated by the Committee as an employer whose employees will be eligible to participate in the Plan.
	(s)		Employer Special Contribution : Those Employer contributions made pursuant to Part IV(e) of the Plan and allocated pursuant to the provisions of an agreement entered into between the Employer and a Participant.
	(t)		Employment Commencement Date : The date on which an employee is first employed by the Employer.
	(u)		ERISA: The Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder.

	(v)		Fiscal Quarter. The fiscal quarter of Thor Industries, Inc.
	(w)		Investment Fund : Any of the investment funds selected by the Committee into which amounts credited to Accounts may be deemed to be invested as set forth on Exhibit A attached hereto, as may be amended from time to time.
	(x)		Matching Contributions : Those Employer matching contributions made pursuant to Part IV(d) of the Plan, allocated as a matching contribution to the Compensation Deferral or Bonus Deferral Contributions.
	(y)		Participant : An Eligible Employee who has been selected to participate in the Plan and who has Contributions credited to his or her Account. An individual who has an Account in the Plan and is due benefits under the Plan (notwithstanding any vesting or forfeiture provisions contained herein) shall continue to be a Participant despite no longer being an Eligible Employee.
	(z)		Plan : This non-qualified deferred compensation plan established by Thor Industries, Inc., which is intended to be a “top hat” plan, as defined in Department of Labor Regulation § 23.20.104-23, and exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
	(aa)		Plan Year: The twelve month period ending on December 31.
	(bb)		Separation From Service: The meaning shall be as set forth in U.S. Treasury Regulation Section 1.409A-1(h), including the default presumptions thereunder.
	(cc)		Specified Employee : The meaning shall be as set forth in Section 409A(a)(2)(B)(i) of the Code.
	(dd)		Trust Agreement: An agreement entered into between the Trustee and the Employer providing for fiduciary services in connection with a grantor trust established in connection with the Plan.
	(ee)		Trustee: The trustee designated in the Trust Agreement, or its successors and assigns. The Trustee shall not be a party to the Plan, and its responsibilities shall be governed exclusively by the Trust Agreement.
	(ff)		Unforeseeable Emergency: A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
	(gg)		Year of Service: A consecutive 12-month period of continuous service in the employ of the Employer commencing on the employee’s Employment Commencement Date.

II

Eligibility and Participation

A.

Eligibility : From among those employees designated as Eligible Employees, the Board (or its designee) shall select those who shall become Participants in the Plan. The Board may impose such terms and conditions upon such an employee prior to becoming a Participant, which shall be

communicated to the employee, in writing, prior to commencement of participation. An Eligible Employee shall commence Participation as of any date specified by the Board. Eligibility criteria may be revised at the discretion of the Employer; provided , that , no employee shall be an Eligible Employee unless he or she is a member of a select group of management or highly compensated employees within the meaning of ERISA. Status as an Eligible Employee or Participant in one Plan Year does not guarantee such status in any subsequent Plan Year.

B.

Participation : A Participant shall commence participation in the Plan upon completion of an appropriate Elective Deferral Agreement or allocation of a Contribution to his or her Account. An employee shall remain a Participant for so long as he or she is entitled to receive benefits under the Plan.

III.

Accounts

The Employer shall establish an Account, for bookkeeping purposes only, for each Participant in the Plan. Contributions made pursuant to Part IV hereof shall be credited to each Participant’s Account at the times, and in the amounts, determined by the Committee.

IV.

Contributions

To the extent applicable, the Employer shall credit each Participant’s Account with:

	a)		Compensation Deferrals : The amount of any Compensation deferred at the election of a Participant pursuant to an Elective Deferral Agreement with respect to any Plan Year. The Employer shall specify in the Elective Deferral Agreement any minimum or maximum percentage of Compensation that may be deferred with respect to any Plan Year;
	b)		Bonus Deferrals : The amount of any Bonus deferred at the election of a Participant pursuant to an Elective Deferral Agreement with respect to any Plan Year. Commencing with the 2009 Plan Year, elections made by Participants with respect to Bonuses shall relate to Bonuses earned during each of the Fiscal Quarters that commences during the Plan Year to which the election relates. For example, an election made by a Participant on December 19, 2008 to defer a portion of his or her Bonus for the 2009 Plan Year shall cover any Bonuses earned in the Fiscal Quarters commencing on each of February 1, 2009, May 1, 2009, August 1, 2009 and November 1, 2009. The Employer shall specify in the Elective Deferral Agreement any minimum or maximum percentage of the Participant’s Bonus that may be deferred with respect to any Plan Year;
	c)		Discretionary Incentive Contributions : An amount, as determined in the discretion of the Employer, which will be allocated to the Accounts of particular Participants with respect to a particular Plan Year, as determined by the Employer;
	d)		Matching Contributions : An amount determined by the Employer, in its discretion, computed as a matching amount to any Compensation Deferrals or Bonus Deferrals made pursuant to an Elective Deferral Agreement; and/or
	e)		Employer Special Contributions : An Employer Contribution amount as may be specified in an agreement between the Employer and a Participant.

Benefits payable pursuant to the Plan shall be calculated with reference to the amount of Contributions credited to the Participant’s Account, together with any adjustments made thereto pursuant to the provisions of the Plan. The value of each Account will reflect Contributions adjusted to reflect (i) gains and losses (realized or unrealized) and income attributable to the Investment Fund options selected by the Participant; (ii) payments from the Account to the Participant or a Beneficiary; and (iii) the Participant’s pro rata share of administrative expenses and fees arising from operation of the Plan, to the extent not paid by the Employer.

V.

Deemed Investment of Accounts

	A.		Investment Funds . Contributions made to Accounts pursuant to Part IV of the Plan shall be deemed to be invested in one or more of the Investment Funds set forth on Exhibit A attached hereto in accordance with each Participant’s election. The Employer shall make adjustments to Participants’ Accounts to reflect any investment gains or losses such Participants’ Accounts would experience if funds were actually invested pursuant to the Participant’s election. Participants may request changes in deemed investment elections at such time, and in such manner, as may be specified by the Committee from time to time. Any deemed investment election, or changes to deemed investment elections, shall remain in effect until changed by the Participant. Notwithstanding the foregoing, the Committee may, in its sole discretion, accept or reject a Participant’s request to change a Participant’s deemed investment election.
	B.		Statements. The Committee shall provide each Participant with a statement of his or her Account, valued as of the last business day of each calendar quarter, reflecting the income, gains and losses (realized or unrealized), amounts of deferrals, and distributions of such Account since the prior statement.

VI.

Vesting

A Participant shall be 100% vested in his or her Elective Deferrals at all times. Employer Contributions to a Participant’s Account, together with any income or gains attributable thereto, shall vest upon the Participant’s completion of three (3) Years of Service.

Notwithstanding the foregoing, a Participant shall become fully vested in his or her Accounts immediately prior to a Change in Control.

VII.

Elections by Participants

A.

Elective Deferrals . Prior to the commencement of each Plan Year, all Eligible Employees who have been selected to participate in the Plan will be provided with an Elective Deferral Agreement pursuant to which they may elect to defer all or a portion of their Compensation and/or Bonus with respect to such Plan Year, subject to such minimum and maximum deferral amounts as are set forth in the Elective Deferral Agreement and the rules . Except as otherwise provided in the Plan with respect to newly eligible Participants, Elective Deferral Agreements must be delivered to the Committee no later than the December 31 immediately preceding the Plan Year to which the elections relate (or such earlier date as is set forth in the Elective Deferral Agreement for a particular Plan Year). Elections will remain in effect with respect to subsequent Plan Years unless and until a Participant delivers a new Elective Deferral Agreement to the Committee which complies with the timing requirements set forth herein.

	B.		Deferral of Other Contributions . Other Contributions credited to a Participant’s Account shall be automatically deferred in accordance with the terms of the Plan without any election on the part of the Participant.
	C.		Investment Funds . The Participant shall elect the Investment Funds into which his or her Contributions shall be deemed to be invested during the deferral period. The Participant shall select from amongst those Investment Funds listed on the Elective Deferral Agreement.
	D.		Form of Payment . All amounts distributed from a Participant’s Account prior to the Participant’s attainment of age 55 shall be paid in a lump sum payment. Amounts distributed from a Participant’s Account on or after the Participant’s attainment of age 55 may be paid in lump sum or in installments over a number of years (not to exceed five years), as elected by the Participant in his or her initial Elective Deferral Agreement. The Participant will not have the option of making new form of payment elections each year. Rather, the Participant’s form of payment election shall be made at the inception of the Participant’s participation in the Plan (i.e., by December 31 of the year immediately preceding the Participant’s first Plan Year or, to the extent permitted under the terms of the Plan, within 30 days after he or she is selected as a Participant) and shall not be modifiable. If the Participant does not make an election with respect to form of payment, payment shall be made in a lump sum.
	E.		Cancellation of Deferrals Following Unforeseeable Emergency or Hardship Distribution. Notwithstanding any other provision contained herein, the Committee may cancel a Participant’s Elective Deferrals if the Participant receives an unforeseeable emergency or hardship distribution pursuant to Treasury Regulation Section 1.401(k)-1(d)(3).
	F.		Selection of New Payment Date Pursuant to Transition Relief. Notwithstanding any provision to the contrary contained herein, to the extent permitted by Section 409A of the Code (including Q&A-19(c) of IRS Notice 2005-1, 2005-2 IRB 274 (12/20/2004), the Final Treasury Regulations promulgated under Section 409A of the Code, IRS Notice 2006-79, IRS Notice 2007-86 and other applicable guidance), a Participant may, on or prior to December 31, 2008, choose a new payment date for the payment of all or a portion of his or her Accounts hereunder and/or may make a new election with respect to the form of payment of his or her Accounts and such elections shall not be treated as a change in the form and timing of payment or an acceleration of payment in violation of Section 409A of the Code; provided , that , (A) with respect to any election made on or following January 1, 2006, but prior to January 1, 2007, (i) the Participant may not make an election hereunder during the 2006 calendar year with respect to payments that, but for the election, the Participant would otherwise receive during the 2006 calendar year, and (ii) the Participant may not make an election hereunder during the 2006 calendar year that would cause payments to be made during the 2006 calendar year; (B) with respect to any election made on or following January 1, 2007, but prior to January 1, 2008, (i) the Participant may not make an election hereunder during the 2007 calendar year with respect to payments that, but for the election, the Participant would otherwise receive during the 2007 calendar year, and (ii) the Participant may not make an election hereunder during the 2007 calendar year that would cause payments to be made during the 2007 calendar year; and (C) with respect to any election made on or following January 1, 2008, but prior to January 1, 2009, (i) the Participant may not make an election hereunder during the 2008 calendar year with respect to payments that, but for the election, the Participant would otherwise receive during the 2008 calendar year, and (ii) the Participant may not make an election hereunder during the 2008 calendar year that would cause payments to be made during the 2008 calendar year.

VIII.

Payment of Accounts

The first to occur of the following events shall trigger a distribution of all or a portion of a Participant’s Account:

	A.		Separation from Service . The vested portion of a Participant’s Account shall be paid (or payments shall commence, in the case of installments) within ninety (90) days following the Participant’s Separation from Service. Notwithstanding the foregoing, if the Committee (or its delegate) determines in its discretion that any Participant is a Specified Employee, then such payments shall be made (or commence, in the case of installments) on the first payroll date following the six-month anniversary of the Participant’s separation date (or on the date of the Participant’s death, if earlier). For purposes of the Plan, whether a Participant is a Specified Employee will be determined in accordance with the written procedures adopted (or to be adopted) by the Board which are incorporated by reference herein. The Employer will notify Participants who are determined to be Specified Employees with respect to any Plan Year.
	B.		Disability . In the event of a Participant’s Disability, the vested portion of such Participant’s Account shall be paid (or payments shall commence, in the case of installments) within ninety (90) days following the occurrence of such Disability.
	C.		Death . In the event of a Participant’s death, the vested portion of such Participant’s Account shall be paid in cash lump sum within ninety (90) days following the Participant’s death.
	D.		Change in Control. In the event of a Change in Control, the vested portion of each Participant’s Account shall be paid (or payments shall commence, in the case of installments) within ninety (90) days following the occurrence of such Change in Control.
	E.		Unforeseeable Emergency . The Committee may, in its sole discretion, allow a Participant to be paid all or a portion of the vested portion of the Participant’s Account in the event of an Unforeseeable Emergency. In such case, the payment to be made to the Participant shall be limited to the amount reasonably necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Payments to the Participant under this Part VIII, Subpart E. shall be made in lump sum as soon as practicable but in any event within ninety (90) days following the Committee’s determination that an Unforeseeable Emergency exists. Such payments shall reduce the Participant’s Account balance under the Plan.
	F.		Payments Subject to Vesting Requirements. Notwithstanding the foregoing, if a portion of a Participant’s Account is subject to a vesting requirement specified in Part VI of the Plan, such portion and the income and net investment gains arising therefrom shall be payable to such Participant only to the extent the applicable vesting requirements have been fulfilled. Any portion of the Participant’s Account which is not vested at the time of a Participant’s Separation from Service, death or Disability shall be forfeited.

IX.

Administration and Interpretation of Terms

A.

Committee . The Committee shall be the administrator of the Plan, charged with responsibility for the day to day operations of the Plan, and shall interpret its provisions, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument

relating thereto and the Committee’s interpretation and construction thereof, and actions hereunder, shall be binding and conclusive on all persons for all purposes. The Committee shall have the authority to implement operational policies and shall have such other authority as may be delegated to it by the Employer. The Committee may delegate any of its powers, authorities or responsibilities for the administration of the Plan to any other person or committee so designated by it in writing. The Committee may employ such agents as may be necessary for the effective operation of the Plan, including, but not limited to, attorneys, accountants, service providers and other agents. No member of the Committee shall be personally liable to any person for any action taken or omitted in connection with the interpretation of the Plan, or its operations, unless attributable to that person’s own willful misconduct, gross negligence, or lack of good faith. Members of the Committee shall not participate in any action with respect to benefits they may receive as Participants in the Plan.

	B.		Procedures : The Committee may establish such procedures as are reasonably necessary for the implementation and operation of the Plan. To the extent that such procedures are not directly in conflict with the terms of the Plan, they shall be binding in all respects on the Participants.
	C.		Costs of Administration. The Employer shall pay all costs of administering the Plan. To the extent that such costs are not paid in a reasonably timely manner, they shall be considered a charge against any Trust established in connection with the establishment of this Plan.

X.

Limitation of Rights of Participants and Beneficiaries

	A.		No Right of Employment or Other Benefits. Nothing contained in the Plan shall confer or shall be construed as conferring upon any Participant the right to continue in the employ of the Employer in any specific capacity, for any specific term, or at any specific rate of compensation, all of which remain at the sole discretion of the Employer. Any compensation deferred and any benefits paid under the Plan shall be disregarded in computing benefits under any employee benefit plan of the Employer, except to the extent expressly provided herein.
	B.		Unsecured Promise; General Creditor. The obligation of the Employer to provide benefits pursuant to the Plan shall be the sole unsecured promise of the Employer with respect to the Plan. Notwithstanding the foregoing, subject to the restrictions of Section 409A(b) of the Code and Internal Revenue Service ( “IRS” ) Notice 2006-33 Internal Revenue Bulletin ( “IRB” ) 2006-15 (04/10/2006), the Employer may, in its sole discretion, establish a grantor trust for the purpose of setting aside funds for the payment of benefits under the Plan (a “Trust” ). However, the assets of any such Trust shall at all times remain subject to the claims of the general creditors of the Employer, and no Participant or Beneficiary shall have any claim or right with respect to the assets held in the Trust, except to the extent that the Participant or Beneficiary is a general creditor of the Employer. Notwithstanding anything in the Plan to the contrary, upon a Change in Control, the Employer shall, as soon as possible, fund its obligations under the Plan such that the Trust assets are sufficient to provide all of the benefits to Participants and Beneficiaries.
	C.		Non-assignable : None of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to any claim of any creditor of any Participant or Beneficiary and the same shall not be subject to attachment, garnishment or other legal process by any creditor of such Participant or Beneficiary, nor shall any Participant or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any benefits or payments of proceeds which he or she may expect to receive, contingently or otherwise, under the Plan.

XI.

Termination and Modification

	A.		Right to Modify or Terminate Plan: The Employer shall have the right to modify or terminate the Plan by written instrument duly executed on behalf of the Employer by its authorized officer; provided , that , any amendment or termination of the Plan shall not adversely affect the rights of any Participant or Beneficiary as to amounts credited to an Account prior to the effective date of such amendment or termination. Written notice of each amendment and of the termination of the Plan shall be provided to each Participant or Beneficiary to whom payments have already commenced.
	B.		Right to Accelerate Payment Upon Termination of the Plan: The Employer may terminate the Plan and accelerate the payment of all vested Participant Accounts in the following circumstances:

	a)		if the termination and liquidation of the Plan is within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 USC 503(b)(1)(A); provided , that , the amounts deferred under the Plan are included in each Participant’s gross income in the latest of: (A) the calendar year in which the termination and liquidation occur, (B) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the first calendar year in which payment is administratively practicable; or
	b)		if the termination and liquidation is pursuant to irrevocable action taken by the Employer within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided , that , all agreements, methods, programs and other arrangements sponsored by the Employer immediately after the time of the Change in Control that are treated as a single plan under Treasury Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced such Change in Control, so that under the terms of the termination and liquidation all Participants are required to receive all amounts of deferred compensation under such agreements, methods, programs and other arrangements within twelve (12) months of the date the Employer takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements; or
	c)		if (A) the termination and liquidation does not occur proximate to a downturn in the financial health of the Employer; (B) the Employer terminates and liquidates all agreements, methods, programs and other arrangements sponsored by them that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Section 409A (and particularly Treasury Regulations Section 1.409A-1(c)) if the same Participant had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated; (C) no payments in liquidation are made within twelve (12) months of the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate had not occurred; (D) all payments are made within twenty-four (24) months of the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan; and (E) the Employer does not adopt a new plan that would be aggregated with the terminated and liquidated plan under Treasury Regulations Section 1.409A-1(c) if the same Participant participated in both plans, at any time within three (3) years following the date the Employer takes all necessary action to irrevocably terminate and liquidate the Plan.

     Notwithstanding clause a) above, the Plan may not be terminated contrary to the provisions of Section 409A of the Code, including, without limitation, Treasury Regulations Section 1.409A-3(j)(4)(ix) with reference to Treasury Regulations Section 1.409A-1(g).

XII.

Claims Procedures

	A.		Request . Any person claiming a benefit under the Plan, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee.
	B.		Denial . If the claim or request is denied, the electronic or written notice of denial shall state in a manner calculated to be understood by the claimant:

	a)		The specific reasons for the denial, with specific reference to the Plan provisions on which the denial is based;
	b)		A description of any additional material or information required for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
	c)		An explanation of the Plan’s claim review procedure and the time limits applicable to such claim review procedure, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review of the claim.

     The initial notice of denial shall be provided within 90 days after receipt of the claim, unless the Committee determines that special circumstances require an extension of time, not exceeding 90 days, and so notifies the claimant by written notice prior to the expiration of the initial 90-day period.

	C.		Review of Decision . The claimant may, within 60 days after receipt of notification of the denial of a claim submitted hereunder, submit in writing to the Committee a notice that the claimant contests the denial of his or her claim and desires a further review by the Committee. Upon request and free of charge, the Committee shall provide the claimant reasonable access to all pertinent documents, records and other information relevant to the claimant’s claim for benefits. The Committee shall also authorize the claimant to submit comments, documents, records and other information related to the claim for benefits to the Committee, which shall review the claim, including any new information submitted by the claimant.
	D.		Final Decision by the Committee . The Committee shall render a final decision on a claim submitted hereunder and contested with specific reasons therefor electronically or in writing and shall transmit it to the claimant within 60 days after receipt of the claimant’s request for review, unless the Committee determines that special circumstances require additional time, not exceeding 60 days, and so notifies the claimant by written notice prior to the expiration of the initial 60-day period. In the case of an adverse benefit determination, the final decision shall set forth in a manner calculated to be understood by the claimant:

	a)		The specific reasons for the denial, with specific reference to the Plan provisions on which the denial is based;
	b)		A statement that the claimant is entitled to receive, upon request and free of charge, all documents, records, and other information relevant to the claimant’s claim for benefits; and

c)

A statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

XIII.

Withholding.

	A.		Withholding of Plan Benefits . The Company shall withhold, or cause to be withheld, from any benefits payable under the Plan all Federal, state, city or other taxes as required pursuant to any law or governmental regulation or ruling.
	B.		Withholding on Contributions . The Company shall withhold from current compensation to the Participant amounts required to be withheld pursuant to applicable law in respect of amounts contributed to Accounts under the Plan.

XIV.

Parties

The terms of the Plan shall be binding upon the Employer and its successors or assigns and upon any person, persons, or entity acquiring control of the Employer, and upon each Participant and any of his or her beneficiaries, heirs, executors and administrators.

XV.

Notices

Notices, elections, or designations by a Participant to the Employer shall be addressed to the Employer to the attention of the Committee. Notices by the Employer to a Participant shall be addressed to the Participant at his or her home address reflected in the records of the Employer.

XVI.

Effective Date

The Effective Date of the Plan was January 1, 2000. The effective date of this amendment and restatement shall be January 1, 2005.

XVII.      Governing Law

The Plan shall be construed and enforced in accordance with, and shall be governed by, the laws of the state of Delaware.

XVIII.

Section 409A of the Code

Notwithstanding any other provision of the Plan, this Plan is intended to comply with Section 409A of the Code and shall at all times be interpreted in accordance with such intent such that amounts credited to Participant Accounts shall not be taxable to Participants until such amounts are paid to Participants in accordance with the terms of the Plan. To the extent that any provision of the Plan violates Section 409A of the Code such that amounts would be taxable to a Participant prior to payment or subject to an additional tax, such provision shall be deemed amended in the manner that fulfills the intent of this Section XVIII and avoids application of any such additional tax. In no event will the Employer have any liability for any failure of the Plan to satisfy Section 409A of the Code and such parties do not guarantee that the Plan complies with Section 409A of the Code.

It is the intent of the Company that no payments under the Plan be subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the extent that the Employer determines that Participants would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of

any provision of the Plan, the parties agree to negotiate in good faith to reform or strike such violative provision.

In no event will the Employer or any of its affiliates have any liability for any failure of the Plan to satisfy Section 409A of the Code and such parties do not guarantee that the Plan complies with Section 409A of the Code.

XIX.       Miscellaneous

The captions preceding the Parts and Subparts of this document have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof.

     Executed on behalf of the Employer, effective as of the date first written above.

Exhibit A

Wells Fargo Advantage Money Market
PIMCO Total Return — Administrative
Wells Fargo Advantage C&B Large Cap Adm
Davis NY Venture A
Wells Fargo Advantage Index
Wells Fargo Advantage Growth Adm
American Century Ultra
American Century Equity Income
Wells Fargo Advantage Enterprise Adm
Wells Fargo Advantage Small Cap Value Z
Royce Special Equity
Managers Special Equity
Templeton Foreign
Artisan International Inv
Wells Fargo Advantage Life Stage Conservative
Wells Fargo Advantage Life Stage Moderate Portfolio
Wells Fargo Advantage Life Stage Aggressive

Exhibit 10.3

THOR INDUSTRIES, INC.
AMENDED AND RESTATED
SELECT EXECUTIVE INCENTIVE PLAN

Effective January 1, 2005

Thor Industries, Inc.
419 West Pike Street
Jackson Center, Ohio 45334

Section 1. Purpose .

          THOR Industries, Inc., a Delaware corporation, established the Thor Industries, Inc. Select Executive Incentive Plan (the “ Plan ”) effective as of September 29, 1997, for the purpose of providing its eligible executives and directors with supplemental deferred compensation in addition to the current compensation earned under the Company’s Management Incentive Plan (“ MIP ”). The Company hereby amends and restates the Plan in its entirety to, among other things, comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”). It is intended that the Plan shall constitute an unfunded deferred compensation arrangement for the benefit of a select group of management or highly compensated employees of the Company and its designated subsidiaries and affiliates for purposes of the federal income tax laws and the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and all documents, agreements or instruments made or given pursuant to the Plan shall be interpreted so as to effect such intent.

Section 2. Definitions .

               2.1 “ Account ” shall mean the notional account maintained for each Participant for the aggregate deferred compensation contributions made pursuant to Section 4 hereof.

               2.2 “ Board ” shall mean the board of directors of Thor Industries, Inc.

               2.3 “ Change in Control ” shall mean a “change in control event” within the meaning of Treasury Regulations Section 1.409A-3(i)(5).

               2.4 “ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended and any authoritative guidance and/or regulations promulgated thereunder.

               2.5 “ Commencement Date ” shall mean, with respect to any Participant, the later of (i) the date the Committee determines that the Participant shall commence participation in the Plan and (ii) the date an Eligible Person is formally notified that he or she has been selected as a Participant.

Thor Select Executive Incentive Plan

               2.6 “ Committee ” shall mean the Compensation Committee of Thor Industries, Inc.

               2.7 “ Company ” shall mean (i) Thor Industries, Inc. and (ii) any member of the Company’s control group within the meaning of Treasury Regulations Section 1.409A-1(h)(3), as such may be modified or amended from time to time, by applying the “at least 50 percent” provisions thereof, which is designated by the Committee as an employer whose executives and directors will be eligible to participate in the Plan.

               2.8 “ Competes ” shall have the meaning set forth in Subsection 6.3.1 hereof.

               2.9 “ Confidential Information ” shall mean proprietary and confidential data or information which is valuable to, and related to, the business of the Company and its affiliates, the details of which are generally unknown to the public or to the Company’s or its affiliates’ competitors, including, without limitation, information regarding the Company’s or its affiliates’ employees, business strategies, models and systems, customers, suppliers, partners and affiliates, gained by a Participant as a result of his or her affiliation with the Company or its affiliates, and other items that the Company or its affiliates may from time to time mark or otherwise identify as confidential.

               2.10 “ Disability ” shall mean a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (c) determined to be totally disabled by the Social Security Administration.

               2.11 “ Eligible Person ” shall have the meaning set forth in Section 3 hereof.

               2.12 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder.

               2.13 “ Index Funds ” shall mean the investment funds selected by the Committee into which amounts credited to Accounts shall be deemed to be invested as set forth on Exhibit A attached hereto, as amended from time to time.

               2.14 “ Non-Compete Period ” shall have the meaning set forth in Subsection 6.3.1 hereof.

Thor Select Executive Incentive Plan

               2.15 “ Participant ” shall mean an Eligible Person who is participating in the Plan.

               2.16 “ Participation Year ” shall mean each Plan Year during which an Eligible Person is a Participant in the Plan.

               2.17 “ Plan Year ” shall mean the period commencing on August 1 and ending on July 31 of the subsequent calendar year.

               2.18 “ Separation from Service ” shall have the meaning set forth in Treasury Regulations Section 1.409A-1(h), including the default presumptions thereunder.

               2.19 “ Unforeseeable Emergency ” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

               2.20 “ Vested Balance ” shall mean the vested portion of a Participant’s Account.

               2.21 “ Vesting Percentage ” shall mean the percentage of a Participant’s Account that is vested, determined in accordance with Subsection 6.1 hereof.

Section 3. Eligibility .

          Eligible Persons shall be those employees of the Company or members of the Board who are designated by the Committee as eligible to participate in the Plan; provided, that, each Eligible Person shall be a member of a select group of management or highly compensated employees within the meaning of ERISA. Eligible Persons shall become Participants on the Commencement Date.

Section 4. Accounts; Deferred Compensation Contributions .

               4.1 Accounts . When an Eligible Person becomes a Participant in the Plan, the Company shall establish an Account, for bookkeeping purposes only, in such Participant’s name to which deferred compensation contributions may, in the discretion of the Committee, be made.

                4.2 Deferred Compensation Contributions . Each Plan Year, deferred compensation contributions, if any, shall be credited to the Participant’s Account. The contributions to be made on behalf of any Participant shall be determined in the sole discretion of the Committee, and may be $0 for any Plan Year. To the extent that contributions are made to an Account, such Account shall also be credited with

Thor Select Executive Incentive Plan

earnings and losses based on the performance of certain Index Funds, in accordance with Section 5 hereof.

               4.3 Timing of Deferred Compensation Contributions . The Company shall determine the date or dates that the deferred compensation contributions shall be credited to the Accounts but in no event shall amounts be credited to Accounts later than the last day of the applicable Plan Year.

               4.4 Mid-year Participation . If an Eligible Person becomes a Participant during a Plan Year, the Company may, in its sole discretion, pro-rate the contributions that would otherwise be credited to such Participant’s Account with respect to such Plan Year.

Section 5. Deemed Investment of Accounts .

               5.1 Credit Based on Index Funds . Subject to Subsection 5.2, any contributions to an Account pursuant to Subsection 4.1 shall be credited with earnings and losses as if the amounts were invested in certain Index Funds. The Committee may, in its sole discretion, establish a procedure allowing any Participant to request that earnings and losses be credited to his or her Account based on the returns of one or more particular Index Funds (an “ Investment Request ”). The procedure may specify the frequency with which Participants may make such Investment Requests. If the Participant does not make an Investment Request, or if the Company does not establish a procedure allowing Participants to make such requests, the Participant’s Account will be deemed to be invested in such default Index Fund(s) as are selected by the Committee.

               5.2 Committee Discretion With Respect to Investment Requests . The Committee shall not be obligated to comply with, nor be liable for any failure to comply with, the Investment Request of any Participant. The Committee shall have sole discretion whether to accept or reject a Participant’s Investment Request.

               5.3 Informal Funding . Subject to the restrictions of Section 409A(b) of the Code and Internal Revenue Service (“ IRS ”) Notice 2006-33 Internal Revenue Bulletin (“ IRB ”) 2006-15 (04/10/2006), the Company may informally fund its obligations under the Plan in any manner that it chooses and shall not be required to invest any amounts in any particular investment, including any Index Fund. The Company may, without limitation, purchase life insurance or any security or other property to fund its obligations under the Plan.

Section 6. Vesting of Account Balances.

              6.1 Vesting Percentage . The Participant’s Vesting Percentage shall be determined based on his or her years of Plan participation. Except as otherwise provided in this Section 6, all contributions shall become 100% vested at the conclusion of the Participant’s sixth Participation Year; provided , that , the Participant has not experienced a Separation from Service prior to such date. Thus, the Participant’s Vesting

Thor Select Executive Incentive Plan

Percentage shall be 0% until the conclusion of the Participant’s sixth Participation Year and 100% thereafter.

Notwithstanding the foregoing, a Participant shall become automatically 100% vested in his or her entire Account on the earlier of (i) the date he or she attains age 65 or (ii) the date of his or her death.

Example 1 : Assume that a Participant commences participation in the Plan in the 2009 Plan Year and continues to participate in the Plan for six years. The contributions made to the Participant’s Account shall have a Vesting Percentage of 0% until the end of the Participant’s sixth Participation Year ( i . e ., the end of the 2014 Plan Year). Thus on and after July 31, 2014, the Vesting Percentage of the Participant’s Account shall be 100%.

Example 2 : Assume the same facts as in Example 1 but the Participant attains age 65 on June 30, 2013. The Participant’s Account shall have a Vesting Percentage of 0% until June 30, 2013. On and after June 30, 2013, the Vesting Percentage of the Participant’s Account shall be 100%.

               6.2 Vested Balance . The amount payable to a Participant upon distribution of his or her Account shall be equal to the vested portion of his or her Account (the “ Vested Balance ”). Subject to Subsection 6.3 hereof, the Vested Balance shall be equal to the balance of the Participant’s Account multiplied by the Vesting Percentage determined under Subsection 6.1.

               6.3 Forfeiture Provisions . Notwithstanding Subsections 6.1 and 6.2 hereof, the following forfeiture provisions shall apply.

               6.3.1 Non-Compete Forfeiture . If, during the period commencing on the Participant’s Commencement Date and ending on the date which is eighteen (18) months after the Participant’s Separation from Service for any reason (the “ Non-Compete Period ”), the Participant Competes with the Company, the Participant shall forfeit one-hundred percent (100%) of his or her Vested Balance.

For purposes of this Subsection 6.3.1, “ Competes ” shall mean, in the sole discretion of the Committee, the Participant, within the United States or Canada, directly or indirectly, (1) owns (as a proprietor, partner, shareholder, or otherwise) an interest in, or (2) participates (as an officer, director, or in any other capacity) in the management, operation, or control of, or (3) performs services as or acts in the capacity of an employee, independent contractor, consultant, or agent of, any enterprise engaged,

Thor Select Executive Incentive Plan

directly or indirectly, in the business of production and/or marketing of recreation vehicles and buses, except with the prior written consent of the Company.

               6.3.2 Non-Solicitation . If, during the Non-Compete Period, the Participant, directly or indirectly, employs or solicits the employment of any employee of the Company or any subsidiary or affiliate of the Company who was such an employee at the time of the Participant’s Separation from Service or during the six (6) month period prior to the Participant’s Separation from Service, the Participant shall forfeit one-hundred percent (100%) of his or her Vested Balance.

               6.3.3 Non-Disclosure of Confidential Information . If, during the Non-Compete Period, the Participant, directly or indirectly, discloses to any third party any Confidential Information regarding the Company, the Participant shall forfeit one-hundred percent (100%) of his or her Vested Balance.

               6.3.4 Bad Behavior Forfeiture . If, at any time prior to the payment of a Participant’s Vested Balance, the Participant is convicted of, or pleads guilty to, a felony or misdemeanor relating to the Company or its business, engages in conduct which negatively affects the Company’s reputation or breaches his or her fiduciary duty to the Company, in each case, as determined by the Committee, the Committee may, in its discretion, cause the forfeiture of one-hundred percent (100%) of the Participant’s Vested Balance.

               6.3.5 Forfeiture of Unvested Amounts Following Separation from Service . Except as otherwise provided herein, all unvested amounts credited to a Participant’s Account shall be forfeited upon such Participant’s Separation from Service.

Section 7. Payment of Accounts .

               7.1 Timing of Payment of Accounts . The occurrence of any of the following events with respect to a Participant shall trigger a distribution of all or a portion of a Participant’s Account:

               7.1.1 Separation from Service . The Vested Balance of a Participant’s Account shall be paid (or payments shall commence, in the case of installments) on the first business day following the end of the eighteenth (18th) complete calendar month following the Participant’s Separation from Service (the “ Normal Payment Date ”).

               7.1.2 Disability . Notwithstanding Subsection 7.1.1, in the event of a Participant’s Disability prior to the Normal Payment Date, the Vested Balance of such Participant’s Account shall be paid within ninety (90) days following the occurrence of such Disability.

               7.1.3 Death . Notwithstanding Subsection 7.1.2, in the event of a Participant’s death prior to the Normal Payment Date, the Vested Balance of such Participant’s Account shall be paid within ninety (90) days following the Participant’s death.

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               7.1.4 Unforeseeable Emergency . The Committee may, in its sole discretion, allow a Participant to be paid all or a portion of the Participant’s Vested Balance in the event of an Unforeseeable Emergency. In such case, the payment to be made to the Participant shall be limited to the amount reasonably necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). Payments to the Participant under this Subsection 7.1.4 shall be made as soon as practicable but in any event within ninety (90) days following the Committee’s determination that an Unforeseeable Emergency exists. Such payments shall reduce the Participant’s Account balance under the Plan.

               7.2 Form of Payment .

               7.2.1 Payout Election . On the Commencement Date, a Participant shall file a Payout Election Form with the Committee designating the form in which payment of the amounts in his or her Account shall be made in the event of a distribution on the Normal Payment Date. Such election shall apply to the Participant’s entire Vested Balance. If no such election is made, or if amounts are distributed in connection with a Participant’s death, Disability or Unforeseeable Emergency, payments shall be made in a lump sum. Form of payment options include:

	(a)		Substantially equal annual installments over five years;
	(b)		Substantially equal annual installments over ten years;
	(c)		Any other actuarially equivalent form of payment that the Committee approves in advance.

               7.3 Incapacity . If the Committee finds that any person to whom any amount is payable hereunder is unable to care for his or her affairs because of illness or accident, then the Committee, if it so elects, may direct that any payment due him or her (unless a prior claim therefor has been made by a duly appointed legal representative) or any part thereof, be paid or applied for the benefit of such person (or such person’s spouse, children or other dependents), to an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment, or any of them, in such manner and proportion as the Committee may deem proper. Any such payment shall be in complete discharge of the Company’s obligations under this Plan.

Section 8. Payment to Beneficiary or Representative .

          If the Participant dies before receiving all of his or her Vested Balance, the Company shall pay the remaining balance to the beneficiary most recently designated by

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the Participant (or, if no such beneficiary shall survive the Participant or if no beneficiary has been designated, to the beneficiary designated by the Participant under the Company’s group term life insurance plan, or if no such beneficiary has been designated under the group term life insurance plan, to the Participant’s estate).

Section 9. Administration .

               9.1 Administration of the Plan . The Plan shall be administered by the Committee which shall have full power, discretion and authority to interpret, construe and administer this Plan and any part hereof, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument relating thereto and the Committee’s interpretation and construction thereof, and actions hereunder, shall be binding and conclusive on all persons for all purposes. The Committee may employ legal counsel, consultants, actuaries and agents as it may deem desirable for the proper administration of the Plan and may rely on the opinion of such counsel or the computations of such consultant or other agent. The Committee shall provide for the keeping of written minutes of its actions hereunder.

               9.2 Participant Statements . The Committee shall provide to each Participant, at least annually, a statement setting forth the balance of the Account of such Participant. Such statement shall be provided no later than 60 days following the end of each Plan Year.

Section 10. Claims Procedure .

               10.1 Request . Any person claiming a benefit under the Plan, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee.

               10.2 Denial . If the claim or request is denied, the electronic or written notice of denial shall state in a manner calculated to be understood by the claimant:

                    (a) The specific reasons for the denial, with specific reference to the Plan provisions on which the denial is based;

                    (b) A description of any additional material or information required for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

                    (c) An explanation of the Plan’s claim review procedure and the time limits applicable to such claim review procedure, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review of the claim.

          The initial notice of denial shall be provided within 90 days after receipt of the claim, unless the Committee determines that special circumstances require an

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extension of time, not exceeding 90 days, and so notifies the claimant by written notice prior to the expiration of the initial 90-day period.

               10.3 Review of Decision . The claimant may, within 60 days after receipt of notification of the denial of a claim submitted hereunder, submit in writing to the Committee a notice that the claimant contests the denial of his or her claim and desires a further review by the Committee. Upon request and free of charge, the Committee shall provide the claimant reasonable access to all pertinent documents, records and other information relevant to the claimant’s claim for benefits. The Committee shall also authorize the claimant to submit comments, documents, records and other information related to the claim for benefits to the Committee, which shall review the claim, including any new information submitted by the claimant.

               10.4 Final Decision by the Committee . The Committee shall render a final decision on a claim submitted hereunder and contested with specific reasons therefor electronically or in writing and shall transmit it to the claimant within 60 days after receipt of the claimant’s request for review, unless the Committee determines that special circumstances require additional time, not exceeding 60 days, and so notifies the claimant by written notice prior to the expiration of the initial 60-day period. In the case of an adverse benefit determination, the final decision shall set forth in a manner calculated to be understood by the claimant:

                    (a) The specific reasons for the denial, with specific reference to the Plan provisions on which the denial is based;

                    (b) A statement that the claimant is entitled to receive, upon request and free of charge, all documents, records, and other information relevant to the claimant’s claim for benefits; and

                    (c) A statement of the claimant’s right to bring an action under Section 502(a) of ERISA.

Section 11. Trust; Unsecured General Creditor .

               11.1 Trust . The Company may establish a trust with a financial institution for payment of benefits under this Plan. The trust shall be a grantor trust for tax purposes. The trust shall provide that any assets contributed to the trustee shall be used exclusively for payment of benefits under this Plan except in the event the Company becomes insolvent. In the event of insolvency, the trust fund shall be available for payment of obligations of the Company to its creditors.

               11.2 Payment Other than from Trust . Except as provided in Subsection 11.1, any amounts payable under this Plan shall be paid in cash from the general funds of the Company. The Participant and any beneficiary shall have no right, title or interest whatsoever in or to any investment which the Company may make to aid it in meeting its obligation hereunder or to any assets of the Company. Nothing contained in this Plan, and no action taken pursuant to the Plan provisions, shall create or

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be construed to create a fiduciary relationship between the Company and any Participant or beneficiary.

               11.3 Unsecured Creditor . To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. Rights to benefit payments under the Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Participant or of the Participant’s beneficiaries. It is the intention of the Company that the Plan be unfunded for tax purposes and for purposes of Title I of ERISA.

Section 12. Withholding .

               12.1 Withholding of Plan Benefits . The Company shall withhold, or cause to be withheld, from any benefits payable under this Plan all Federal, state, city or other taxes as required pursuant to any law or governmental regulation or ruling.

               12.2 Withholding on Contributions . The Company shall withhold from current compensation to the Participant amounts required to be withheld pursuant to applicable law in respect of amounts contributed to Accounts under this Plan.

Section 13. Employment and Benefits Rights .

               13.1 Effect on Other Plans . Any benefit payable under this Plan shall not be deemed salary or other compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company for the benefit of its employees or directors except to the extent otherwise provided in such plan or arrangement or required to comply with laws applicable to such plan or arrangement.

               13.2 Not a Contract of Employment . This Plan is not a contract of employment and shall not affect any employment rights of any Eligible Person or any Participant or the right or ability of the Company to terminate the Eligible Person’s or the Participant’s employment at any time, with or without cause.

               13.3 Other Benefits . This Plan shall be in addition to any rights of the Participant under any other agreement with the Company, if any, and shall not affect or reduce any benefit or compensation inuring to the Eligible Person of a kind not expressly provided for in this Plan.

Section 14. Binding Effect: Nonassignability .

          This Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Participant and the Participant’s designees and estate. Neither the Participant nor the Participant’s designees or estate shall commute, encumber, sell or otherwise dispose of the right to receive the payments provided for in

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this Plan, which payments and the rights thereto are expressly declared to be nontransferable and nonassignable.

Section 15. Amendment; Termination .

               15.1 Right to Terminate Plan . This Plan may be amended, suspended or terminated, in whole or in part, by the Board, but no such action shall retroactively impair or otherwise adversely affect the rights of any person to benefits under this Plan which have accrued prior to the date of such action, as determined by the Committee. Any amendment which materially impairs or otherwise adversely affects the prospective rights of any person to benefits under this Plan shall be effective only for Plan Years which follow the year in which notice to Participants is given.

               15.2 Right to Terminate Plan and Accelerate Payment of Participant Accounts . The Company may terminate the Plan and accelerate the payment of all vested Accounts in the following circumstances:

               15.2.1 if the termination and liquidation of the Plan is within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 USC 503(b)(1)(A); provided , that , the amounts deferred under the Plan are included in each Participant’s gross income in the latest of: (A) the calendar year in which the termination and liquidation occur, (B) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the first calendar year in which payment is administratively practicable; or

               15.2.2 if the termination and liquidation is pursuant to irrevocable action taken by the Company within the thirty (30) days preceding or the twelve (12) months following a Change in Control; provided , that , all agreements, methods, programs and other arrangements sponsored by the Company immediately after the time of the Change in Control that are treated as a single plan under Treasury Regulations Section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced such Change in Control, so that under the terms of the termination and liquidation all Participants are required to receive all amounts of deferred compensation under such agreements, methods, programs and other arrangements within twelve (12) months of the date the Company takes all necessary action to terminate and liquidate the agreements, methods, programs and other arrangements; or

               15.2.3 if (A) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company; (B) the Company terminates and liquidates all agreements, methods, programs and other arrangements sponsored by them that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Section 409A of the Code (and particularly Treasury Regulations Section 1.409A-1(c)) if the same Participant had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated; (C) no payments in liquidation are made within twelve (12) months of the date the Company takes all necessary action to

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irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate had not occurred; (D) all payments are made within twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan; and (E) the Company does not adopt a new plan that would be aggregated with the terminated and liquidated plan under Treasury Regulations Section 1.409A-1(c) if the same Participant participated in both plans, at any time within three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan.

          Notwithstanding this Subsection 15.2, the Plan may not be terminated contrary to the provisions of Section 409A of the Code, including, without limitation, Treasury Regulations Section 1.409A-3(j)(4)(ix) with reference to Treasury Regulations Section 1.409A-1(g).

Section 16. Governing Law .

          This Plan shall be governed by the laws of the State of Delaware from time to time in effect.

Section 17. Section 409A of the Code.

               17.1 The Plan is intended to comply with Section 409A of the Code and shall be interpreted accordingly.

               17.2 It is the intent of the Company that no payments under this Plan be subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the extent that the Company determines that Participants would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of this Plan, the parties agree to negotiate in good faith to reform or strike such violative provision.

               17.3 In no event will the Company or any of its affiliates have any liability for any failure of the Plan to satisfy Section 409A of the Code and such parties do not guarantee that the Plan complies with Section 409A of the Code.

Section 18. Miscellaneous .

          The captions preceding the Sections hereof have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision hereof.

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          Executed on behalf of the Company, effective as of the date first written above.

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Exhibit A

Money Market by MFC Global
Active Bond by DMR and MFC Global
Managed by GMD and DMR
Equity Income by T. Rowe Price
500 Index by MFC Global
Small Cap Growth by Wellington Management
Overseas Equity by Capital Guardian