EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT

This Executive Compensation and Benefits Agreement (this “Agreement”) is entered into on December 31, 2008 between Drew Industries Incorporated, a Delaware corporation (the “Company”) and David L. Webster (the “Executive”).

WHEREAS, the Executive has been Chairman, Chief Executive Officer and President of Kinro, Inc. (“Kinro”), a subsidiary of the Company, and has made substantial contributions to the development and success of the Company in key managerial positions since 1980; and

WHEREAS, the Executive is party to a Restated Employment Agreement, dated February 17, 2005, with Kinro Texas Limited Partnership, a subsidiary of Kinro (the “Employment Agreement”); and

WHEREAS, the Company and the Executive have agreed on certain compensation and benefits to be provided to the Executive in connection with his retirement pursuant to the Company’s executive succession plan; and

WHEREAS, the duties and obligations of the Company to the Executive under this Agreement shall be in consideration for the Executive’s past services to the Company, the Executive’s continued services to the Company, and the restrictive covenants and release included in this Agreement; and

WHEREAS, the terms and conditions of this Agreement were reviewed and approved by the Board of Directors of the Company and the Compensation Committee  of the Board of Directors,

 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive agree as follows:

1.1           This Agreement shall become effective as of the date hereof (“the Effective Date”) and shall terminate on December 31, 2010 (the “Termination Date”).

1.2           The Executive shall retire as a Director of the Company, effective December 31, 2008 (the “Retirement Date”).

1.3           The Executive shall retire as Chairman, Chief Executive Officer and a  Director of Kinro, Inc., and of each of its direct and indirect subsidiaries (collectively, the “Kinro Companies”) effective December 31, 2008.

For purposes of this Agreement, capitalized terms shall be defined as follows:

“Affiliated Companies” shall mean the Company and its subsidiaries and affiliates (as the term “affiliate” is defined in the Federal securities laws).

“Base Salary” shall mean the Executive’s annual salary, exclusive of benefits, stock options, bonuses, and incentive compensation, in effect on the Effective Date.

“Company” shall mean Drew Industries Incorporated and its successors and assigns, and any corporation or other entity which is the surviving or continuing entity following a merger, consolidation, or sale of all or substantially all of the Company’s assets or stock, or any other reorganization or recapitalization, and any successor to the business conducted by the Affiliated Companies on the Retirement Date.

3.1           For the balance of 2008, the Company will pay and provide to the Executive the Base Salary, performance-based incentive compensation, benefits, and perquisites which are being paid and provided to the Executive as of the Effective Date pursuant to the Employment Agreement.

3.2           For each of calendar years 2009 and 2010, the Company will pay to the Executive salary of Seven Hundred Fifty Thousand ($750,000) Dollars, payable in accordance with the Company’s customary payroll practices.

4.1           Commencing January 1, 2009 through December 31, 2010 (the “Benefits Period’), the Executive will receive the following benefits and perquisites (“Benefits”):

4.1.1                      To the extent permitted by the Company’s group plan, medical and health insurance group benefits for the Executive and his family;

4.1.2                      Dental coverage for the Executive and his family;

4.1.3                      Automobile and related expenses for fuel, insurance, maintenance and parking; provided, however, that on or about December 31, 2010, the Company will convey title to the automobile to the Executive for One ($1.00) Dollar.

4.1.4                      The remaining three annual payments of premium for long-term care insurance;

4.1.5                      Long-term disability insurance;

4.1.6                      The Executive has the option to terminate or assume the split-dollar life insurance policies with National Life Insurance Company of Vermont (Policy Nos. 1885127 and  2007729) currently in effect, and in accordance with the split-dollar life insurance agreement the Company shall receive an amount equivalent to the premiums paid thereon, and the Executive shall receive the remaining cash value if terminated, or death benefits if assumed.

4.2           All stock options held by the Executive as of the Effective Date granted in November 2003 at $12.78 per share shall continue to vest during the Benefits Period in accordance with the terms of the applicable Stock Option Plan and Stock Option Agreement (including any successor plan and agreement) under which the stock options were granted to the Executive.  Grants of stock options in November 2005 and November 2007 at $28.33 per share and $32.61 per share, respectively, shall be cancelled as of the Effective Date.

4.3           In the event that applicable laws or regulations prohibit the Company from providing any of the foregoing Benefits, or result in penalties or excess tax imposed on the Company, the Company may withhold any such Benefits and the Company will pay the Executive an amount equal to the cost incurred by the Executive to replace the Benefit or Benefits withheld.

4.4           The Company’s obligation to provide, and the Executive’s right to receive, any of the Benefits described in this Section 4 are conditioned on, and are in partial consideration for, (i) the Executive’s release of any claims he may have against the Company, the Kinro Companies and the Affiliated Companies, as set forth in Section 7 hereof, in connection with his employment with the Company and the Kinro Companies pursuant to the Employment Agreement or otherwise; and (ii) the Executive’s continued compliance with any obligations he may have to the Company under this Agreement, including but not limited to, the restrictive covenants set forth in Section 6 hereof.

4.5           All payments made by the Company to the Executive under this Agreement shall be net of any applicable taxes (local, state, federal or otherwise) or other required or voluntary withholding or deductions.

4.6           The Executive shall not be required to mitigate the amount of any payment or Benefit provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or Benefit provided for under this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer or by any other benefits received by the Executive during the term of this Agreement.

4.7           In the event of the death of the Executive prior to the Termination Date, the Company shall continue to pay to the beneficiary or heir of the Executive the salary and Benefits which the Executive would have been entitled to receive until the Termination Date.  Unless superseded by notice to the Company subsequent to the Effective Date, all such payments and Benefits shall be made to the Executive’s spouse in the event of the Executive’s death or to his estate in the event the Executive is predeceased by his spouse.

 4.8            This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the ‘Code’), the final Treasury regulations and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be construed, interpreted and administered accordingly.  If any provision of this Agreement needs to be revised to satisfy the requirements of Section 409A, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of the Code and any such modification will attempt to maintain the same economic results as were intended under this Agreement.  The Company does not guarantee that the payments and benefits that may be paid or provided pursuant to this Agreement will satisfy all applicable provisions of Code Section 409A.  Payments made to the Executive under this Agreement in error shall be returned to the Company.

4.8.1                      Notwithstanding anything herein to the contrary, if at the time of the Executive’s “Separation From Service” (as hereinafter defined) the Executive shall be a “specified employee” (within the meaning of Treasury Regulation 1.409A-1(i)), as determined in a uniform manner by the Company, and the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code), such amount payable to the Executive shall not be paid or commence until the first business  day after six months following the Executive’s “Separation From Service” or, if earlier, the date of the Executive’s death (the “Six Month Delay Rule”).  The term “Separation From Service” shall mean the Executive’s termination of active employment, whether voluntary or involuntary (other than by death) with the Company or any of its affiliated companies within the meaning of Treasury Regulation 1.409A-1(h).  The Company will determine whether the Executive has terminated active employment (and incurred a Separation From Service) based upon facts and circumstances described in Treasury Regulation 1.409A-1(h)(1)(ii).  The Executive shall incur a Separation From Service if the Company and the Executive reasonably anticipate the Executive will not perform any additional services after a certain date or that the level of bona fide services (as an employee or an independent contrac