LCI INDUSTRIES — Director's Dealing 2010

Oct 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2010-09-30

Reporting Person: ZINN FREDRIC (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-30	Deferred Stock Units	$0	A	599.23	Acquired	2013-11-15	Common Stock (599.23)	Direct
2010-09-30	Deferred Stock Units	$0	A	2396.93	Acquired	2013-08-15	Common Stock (2396.93)	Direct

Footnotes

F1: Pursuant to the Executive Compensation and Non-Competition arrangement between the Company and Fredric M. Zinn, our President and Chief Executive Officer, for the period January 1, 2009 through December 31, 2011 (the "Measurement Period"), Mr. Zinn will receive annual base salary of $500,000 consisting of $450,000 in cash and deferred stock units ("DSUs") representing shares equivalent in value to $50,000. The DSUs will be issued quarterly on the last day of each calendar quarter at the rate of $12,500 per quarter.

F2: Mr. Zinn will receive annually DSUs representing shares equivalent in value to $200,000 (the "Incentive DSUs"), issued at the end of each calendar quarter at the rate of $50,000 per quarter. These DSUs are subject to forfeit. Upon expiration of the Measurement Period, Mr. Zinn will be entitled to receive an additional 1,000 DSUs for each 0.1% that the Company's average return on invested capital ("ROIC") for the Measurement Period is above the average ROIC of the Company's Peer Group (as defined), but the total number of DSUs will not exceed 100,000 units (the "ROIC Bonus"). However, if the foregoing calculation of DSUs for the Measurement Period results in a negative number, Incentive DSUs issued during the Measurement Period will be forfeited at the same rate of 1,000 DSUs for each 0.1% that the Company's ROIC for the Measurement Period is below the ROIC of the Company's Peer Group.