Non-Competition Agreement - H. Coleman Davis III and Thor Industries Inc.

                            NON-COMPETITION AGREEMENT


                THIS AGREEMENT (this "Agreement") is made and entered into as of
                                      ---------
November 9, 2001, by and between H. COLEMAN DAVIS, III  ("Shareholder") and THOR
                                                          -----------
INDUSTRIES, INC., a Delaware corporation (the "Company").
                                               -------                


                                   BACKGROUND


        A.      Prior to the date hereof, Shareholder was a shareholder, officer
and director of Keystone RV Company,  an Indiana  corporation  ("Old Keystone").
                                                                 ------------
Pursuant to an  Agreement  and Plan of Merger  dated as of November 9, 2001 (the
"Merger  Agreement"),  by and among  the  Company,  Thor  Acquisition  Corp.,  a
 -----------------
Delaware corporation ("Acquisition Subsidiary"), Old Keystone and certain former
                       ----------------------
securityholders  (including the  Shareholder) of Old Keystone,  Old Keystone was
merged with and into Acquisition Subsidiary,  with Acquisition Subsidiary as the
surviving corporation of the merger, and, accordingly, the corporation surviving
the merger ("Keystone") is now a wholly-owned subsidiary of the Company.
             --------

        B.      As  a  shareholder,   officer  and  director  of  Old  Keystone,
Shareholder  made a significant  contribution to the growth,  profitability  and
financial  strength of Old Keystone and, as a shareholder and an optionholder of
Old Keystone,  Shareholder received substantial consideration consisting of cash
and common stock of the Company pursuant to the Merger Agreement.

        C.      Shareholder  acknowledges  that he is aware of the  Business (as
defined below) in which the Company is engaged,  which includes the  manufacture
and  marketing  by Keystone of travel  trailers  and fifth wheel  vehicles;  and
Shareholder further  acknowledges that the business of Keystone is and will be a
material and significant  part of the Business;  that  Shareholder is one of the
very limited  number of persons who have  developed  the business of Keystone to
its  present  condition  and who are  capable  of  carrying  out a  business  in
competition  with the  Business;  that the  Business  is  national in scope (and
including  Canada);  that  Shareholder's  work with  respect to the Business has
brought  him  and,  if  Shareholder  should  become  employed  by,  or  become a
consultant  to, the Company or any of its  subsidiaries,  will continue to bring
him,  into close  contact with  proprietary  and  confidential  information  and
affairs of the Company and its subsidiaries that is not readily available to the
public; and that the Company will suffer substantial and irreparable harm in the
event  Shareholder   should  enter  into  competition  with,  or  give  material
assistance  of any kind to any third  party that is in or proposes to enter into
competition  with,  the  Company  or any of its  subsidiaries,  or in the  event
Shareholder  should disclose any of the proprietary or confidential  information
or affairs of the Company or any of its subsidiaries to any third party.

        D.      Accordingly, and as a substantial and material inducement to the
Company and  Acquisition  Subsidiary to enter into and perform their  respective

                                       1


obligations under the Merger Agreement, Shareholder has agreed to enter into and
perform his  obligations  under this  Agreement,  it being  understood  that the
Company and  Acquisition  Subsidiary  would not have  entered  into or performed
their  respective  obligations  under the Merger  Agreement  unless  Shareholder
entered into and agreed to perform his obligations under this Agreement.

                NOW,  THEREFORE,  in consideration of the foregoing premises and
for good, valuable and substantial consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

        1.      Non-Competition and Non-Solicitation.
                ------------------------------------

                1.1     Definitions.  For purposes  hereof,  the following terms
                        -----------
shall have the meanings set forth below:


                (a)     "Business" shall mean any business, or aspect or segment
                         --------
                thereof,  in  which  the  Company  or any  of  its  subsidiaries
                (including   Keystone)   is  engaged  as  of  the  date  hereof,
                including,   but  not  limited  to  (i)  the  manufacturing  and
                marketing of recreational  vehicles (including,  but not limited
                to, motorized vehicles,  towables,  travel trailers, fifth wheel
                vehicles,  Class A  vehicles,  Class C vehicles,  campers,  park
                models  and  cargo  trailers)  and  (ii) the  manufacturing  and
                marketing  of buses  (including,  but not limited to,  small and
                mid-sized buses).

                (b)     "Related Business" shall mean any business, or aspect or
                         ----------------
                segment thereof,  other than the Business,  in which the Company
                or any of its  subsidiaries  may, at any time, be engaged (which
                shall  include any business the products of which are planned to
                be  introduced  within  eighteen  (18)  months  of the  time  in
                question),  the  products  of which  are or are  proposed  to be
                marketed or  distributed to consumers  through  dealers or other
                similar  channels of distribution  ("Dealers") and which Dealers
                carry as a part of their business the products of the Company or
                any of its  subsidiaries  or  products  which  compete  with the
                products of the Company or any of its subsidiaries.

        1.2     Covenant.   Shareholder  hereby  agrees that  commencing  on the
                --------
date  hereof  and  continuing  until the tenth  (10th)  anniversary  of the date
hereof, or, if Shareholder should become employed by, or become a consultant to,
the Company or any of its subsidiaries, for a period of two (2) years after such
employment or consulting  arrangement  terminates,  whichever is later,  he will
not, directly or indirectly:

                (a)     engage,  whether as an  officer,  director,  consultant,
                agent,  employee,  partner,  member,  shareholder,  participant,
                owner, lender, guarantor,  investor or otherwise, or provide any
                other  material  assistance to any other person  (whether or not
                for profit), in or with respect to ((i) any aspect or segment of
                the  Business  or (ii) any  aspect  or  segment  of any  Related
                Business,  in  either  case  anywhere  in the  United  States or
                Canada,  or in any other  country in which the Company or any of
                its  subsidiaries  is engaged at such time  (provided,  however,
                                                             --------   -------
                that the foregoing shall not preclude (x) equity  investments by
                Shareholder in publicly  traded  companies in which  Shareholder
                does  not own  more  than one  percent  (1%) of the  outstanding

                                       2


                equity and does not  actively  participate  in the  business  in
                which such  investment is made or (y) investments by Shareholder
                in publicly-traded securities of the Company);

                (b)     interfere  with,  disrupt,  or attempt to  disrupt,  any
                present or prospective  relationship,  contractual or otherwise,
                between  the  Company  or  any of  its  subsidiaries  (including
                Keystone)  and  any  vendor,  supplier,   dealer,   distributor,
                customer,  employee,  consultant or other person having business
                dealings with the Company or any of its subsidiaries  (including
                Keystone); or

                (c)     employ or solicit the employment or engagement by others
                of any  employee  or  consultant  of the  Company  or any of its
                subsidiaries  (including  Keystone),  or any former  employee or
                consultant of the Company or any of its subsidiaries  (including
                Keystone)  for a period of one (1) year after any such person is
                no longer an employee or consultant of the Company or any of its
                subsidiaries  (including Keystone),  other than any such persons
                who  are  not  key   employees   and  who   respond  to  general
                solicitations  for employment  placed in publications of general
                distribution.

        1.3     Reasonableness.   Shareholder  acknowledges  that the restricted
                --------------
period of time and geographical area and scope of the restrictions under Section
1.2 hereof are  reasonable,  in view of the nature of the  business in which the
Company and its  subsidiaries  are engaged and  Shareholder's  knowledge  of the
Company's  business,  and the fact that Shareholder,  as a shareholder and as an
optionholder of Old Keystone, has received substantial  consideration consisting
of cash and common stock of the Company pursuant to the Merger Agreement.

        2.      Nondisclosure.
                -------------

                Except  with the prior  written  consent of the  Company in each
instance or, if  Shareholder  should become  employed by, or become a consultant
to,  the  Company or any of its  subsidiaries,  as may be  necessary  to perform
services on behalf of the  Company or its  subsidiaries,  Shareholder  shall not
disclose,  use, publish, or in any other manner reveal,  directly or indirectly,
at any  time  during  or  after  the term of this  Agreement,  any  confidential
information  relating  to the Company or any  subsidiary  or  affiliate  thereof
acquired  by him prior to the date  hereof or during the course of, or  incident
to, any services  Shareholder  hereafter may perform on behalf of the Company or
any of its subsidiaries.  Such confidential information shall include, but shall
not be  limited  to,  information  relating  to (a)  the  business,  operations,
systems,  services,  know-how, trade secrets,  customer lists, pricing policies,
operational methods, market plans, product development plans, acquisition plans,
products and product ideas, design and design projects,  inventions and research
projects  and  all  other  plans  and  processes  of the  Company  or any of its
subsidiaries, and (b) the business, operations, personnel, activities, financial
affairs,   and  other  information  relating  to  the  Company  or  any  of  its
subsidiaries  and its  vendors,  suppliers,  dealers,  distributors,  customers,
employees,  consultants,  officers,  directors,  stockholders  and other persons
having  business  dealings with the Company or any of its  subsidiaries.  In the
event Shareholder is required (by oral questions, interrogatories,  requests for
information or documents in legal proceedings,  subpoenas,  civil  investigative
demand or  similar  process)  to  disclose  any such  confidential  information,
Shareholder  shall  provide  the  Company  with  prompt  written  notice of such
requirement so that the Company may seek a protective order or other appropriate
remedy and/or waive  compliance with the provisions of this Section.  If, in the

                                       3


absence of such a protective order or other remedy or receipt of a waiver by the
Company,  Shareholder  is  nonetheless  advised by his legal  counsel that he is
legally  compelled to disclose such confidential  information,  Shareholder may,
without  liability  hereunder,  disclose only that portion of such  confidential
information  which such  counsel  advises is legally  required to be  disclosed,
provided  that the  Shareholder  exercises  his best  efforts  to  preserve  the
confidentiality  of  the  information,   including,   without   limitation,   by
cooperating, at the Company's expense, with the Company to obtain an appropriate
protective order or other reliable assurance that confidential treatment will be
accorded the confidential information.

        3.      Proprietary Information.
                -----------------------

                Shareholder  shall promptly disclose to the Company in such form
and manner as the Company may reasonably  require (a) all  operations,  systems,
services,   methods,   developments,   inventions,   products,   product  ideas,
improvements  and  other  information  or data  pertaining  to the  business  or
activities of the Company or its  subsidiaries  (which shall include,  for these
purposes,  Keystone  and Old  Keystone)  as  have  been  conceived,  originated,
discovered or developed by Shareholder  (whether or not  copyrighted or patented
or capable of being  copyrighted  or patented)  prior to the date hereof and, if
Shareholder  should remain employed with, or become a consultant to, the Company
or any of its subsidiaries, during the term of any such employment or consulting
arrangement,  and (b) such  information  and data  pertaining  to the  business,
operations,  personnel,  activities,  financial  affairs,  and other information
relating to the Company or any of its subsidiaries  and its vendors,  suppliers,
dealers,  distributors,  customers,  employees,  consultants  and other  persons
having business  dealings with the Company or any of its  subsidiaries as may be
reasonably  required for the Company or any of its  subsidiaries  to operate its
business.  It is understood  that such  information is proprietary in nature and
shall (as  between the Company and  Shareholder)  be for the  exclusive  use and
benefit of the  Company or any of its  subsidiaries  and shall be and remain the
property  of the  Company or any of its  subsidiaries.  If so  requested  by the
Company,  Shareholder  shall  execute  and  deliver to the Company or any of its
subsidiaries any instrument as the Company may reasonably  request to effectuate
the assignment of any such proprietary  information to the Company or any of its
subsidiaries.  At any  time,  and from  time to time,  upon the  request  of the
Company,  Shareholder  shall  deliver to the Company  (and shall not keep in his
possession,  recreate or deliver to anyone  other than the  Company) any and all
devices,  records,  data,  notes,  reports,  proposals,  lists,  correspondence,
specifications,  drawings,  blueprints,  sketches,  materials,  equipment, other
documents  or property,  together  with all copies  thereof (in whatever  medium
recorded) relating to such proprietary  information and belonging to the Company
or any of its subsidiaries or their respective successors or assigns.

        4.      Enforcement; "Blue-Pencil" Authorization.
                -----------------------------------------

                Shareholder intends to, and does hereby,  confer jurisdiction to
enforce the  covenants  contained in this  Agreement  upon the courts of (i) any
jurisdiction within the State of Indiana or (ii) if Shareholder is alleged to be
committing,  or threatening  to commit,  a breach of this Agreement in any other
jurisdiction, then in any other jurisdiction in which such alleged breach takes,
or is threatened to take,  place.  If any provision of this Agreement is held to
be unenforceable  because of the duration thereof or the area covered thereby or
the scope  thereof,  or  otherwise,  the parties agree that the court making the

                                       4


determination shall have the power to reduce the duration and/or the area and/or
the scope of such provision,  or to delete specific words or phrases, and in its
reduced form such  provision  shall then be  enforceable  and be enforced to the
fullest  extent  permitted  by  law.  If the  courts  of any one or more of such
jurisdictions shall hold such covenants wholly unenforceable against Shareholder
by reason of the duration  thereof  and/or the area covered  thereby  and/or the
scope  thereof,  or otherwise,  such  determination  shall not bar or in any way
affect the right of the Company to the relief  provided  herein in the courts of
any other  jurisdiction  in which such  covenants  may be  enforced  as provided
herein, as to breaches of such covenants in such other respective jurisdictions,
the above covenants as they relate to each jurisdiction being, for this purpose,
severable  into  diverse  and  independent  covenants  and,  further,  any  such
determination  shall not bar or in any way  affect  the right of the  Company to
enforce any of the  covenants  or similar  covenants  by which any other  former
securityholder  of Old  Keystone  is subject  pursuant to the terms of any other
non-competition  agreement entered into in connection with the Merger Agreement.
It is the intention of the parties  hereto that the covenants  contained in this
Agreement  shall at all times be enforceable to the fullest extent  permitted by
law, and that any court making the  determination as to the enforceablity of any
such covenants be authorized as provided  herein to enforce this  Agreement,  or
such part hereof, in order to effectuate the intention of the parties,  it being
agreed that the compliance by Shareholder  with the covenants  contained in this
Agreement was a substantial and material inducement to the Company's decision to
enter  into  the  Merger  Agreement  and to  pay  substantial  consideration  to
Shareholder pursuant to the Merger Agreement.

        5.      Remedies for Certain Breaches.
                -----------------------------

                If  Shareholder  commits  a  breach,  or  threatens  to commit a
breach,  of any of the provisions of this Agreement,  the Company shall have the
following  rights  and  remedies,  each of which  rights and  remedies  shall be
independent of the others, and shall be severally enforceable,  and all of which
rights  and  remedies  shall be in  addition  to,  and not in lieu of, any other
rights and remedies available under law or in equity to the Company:

                        (a)     the right and remedy to have the  provisions  of
this Agreement  enforced by any court of competent  jurisdiction  by injunction,
restraining  order,  specific  performance or other equitable relief in favor of
the Company or any of its  subsidiaries,  it being  acknowledged and agreed that
any breach or  threatened  breach of this  Agreement by  Shareholder  will cause
irreparable  injury to the  Company and that money  damages  will not provide an
adequate remedy to the Company; and

                        (b)     the right and remedy to require  Shareholder  to
account  for and pay over to the  Company  all  compensation,  profits,  monies,
accruals,  increments or other benefits  (collectively,  "Benefits")  derived or
                                                          --------
received by Shareholder as the result of any  transaction  constituting a breach
of any of the  provisions  of this  Agreement and  Shareholder  hereby agrees to
account  accurately  for such  Benefits  and pay over all such  Benefits  to the
Company.

        6.      Absence of Restrictions.
                -----------------------

                No provision of this  Agreement  shall be deemed to restrict the
absolute  right of the Company at any time to sell or dispose of all or any part
of the assets of the  Company,  or to  reconstitute  the same in any one or more

                                       5


other entities, or to merge, consolidate, sell or liquidate or otherwise abandon
or cease the active conduct of its or any of its subsidiaries' business.

        7.      Notices.
                --------

                Any notice  required or permitted  under this Agreement shall be
given in writing and shall be deemed effectively given upon personal delivery to
the  party  to be  notified,  on the  next  business  day  after  delivery  to a
nationally   recognized  overnight  courier  service,  when  sent  by  confirmed
facsimile if sent during normal business hours of the recipient, or if not, then
on the next business day, or five days after deposit with the United States Post
Office, by registered or certified mail,  postage prepaid,  and addressed to the
party to be notified at the address or facsimile number indicated below for such
party,  or at such other address as such party may designate upon written notice
to the other  parties  (except that notice of change of address  shall be deemed
given upon receipt).  Telephone numbers and e-mail addresses are provided herein
for  convenience  only,  and  communications  by such means shall not constitute
effective notice hereunder.

                (a)        In the case of the Company:

                           Thor Industries, Inc.
                           419 West Pike Street
                           Jackson Center, Ohio  45334
                           Attn:  President
                           Facsimile:       937-596-6539
                           Telephone:       937-596-6849

                           With a copy to:

                           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                           590 Madison Avenue
                           New York, New York  10022
                           Attn:  Alan Siegel
                                  Steven H. Scheinman
                           Facsimile: 212-872-1002
                           Telephone: 212-872-1000
                           E-mail:    asiegel@akingump.com
                                      sscheinman@akingump.com

                (b)      In  the  case  of   Shareholder,   at  the  address  of
Shareholder set forth on the signature page hereto.

        8.      Miscellaneous.
                -------------

                8.1     Entire Agreement.      This Agreement, together with the
                        ----------------
Merger Agreement,  constitutes the entire agreement between  Shareholder and the
Company  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements  and  understandings,  written or oral,  with  respect to the subject
matter hereof.

                                       6


        8.2     Amendments and Waivers.    Any  term  of this  Agreement  may be
                ----------------------
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively), only by an instrument in writing and signed by the party against
whom such  amendment  or waiver is  sought  to be  enforced.  The  waiver by the
Company of a breach of any provision of this  Agreement  shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any
other or subsequent  breach.  No failure on the part of the Company to exercise,
and no delay in exercising,  any right,  power or remedy hereunder shall operate
as a waiver  thereof,  nor shall any single or partial  exercise  of such right,
power or remedy by the Company,  preclude any other or further  exercise thereof
or the exercise of any other right, power or remedy.

        8.3     Successors and Assigns.    The  Company  shall have the right to
                ----------------------
assign  its  rights  under  this  Agreement  in  connection  with  any  sale  or
disposition of all or  substantially  all of the assets of the Company or any of
its  subsidiaries  or any merger or  consolidation  by the Company or any of its
subsidiaries.  This Agreement shall inure to the benefit of, and be binding upon
(a) the parties hereto,  (b) the heirs,  administrators,  executors and personal
representatives  of  Shareholder  and  (c) the  successors  and  assigns  of the
Company.

        8.4     Governing Law.    This Agreement,  including the validity hereof
                -------------
and the rights and obligations of the parties hereunder,  and all amendments and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance  with and governed by the domestic  substantive  laws of the State of
Indiana without giving effect to any choice of law or conflicts of law provision
or rule that would cause the application of the domestic substantive laws of any
other jurisdiction.

        8.5     Severability.    If any  provisions of this Agreement as applied
                ------------
to any circumstance shall be adjudged by a court to be invalid or unenforceable,
the same shall in no way  affect  any other  provision  of this  Agreement,  the
application  of such  provision  in any other  circumstances  or the validity or
enforceability of this Agreement.

        8.6     Captions; Certain References.   The headings  and captions  used
                ----------------------------
in this Agreement are used for convenience  only and are not to be considered in
construing or interpreting this Agreement. Whenever the context may require, any
pronoun  used in this  Agreement  shall  include  the  corresponding  masculine,
feminine or neuter  forms,  and the singular  form of nouns,  pronouns and verbs
shall  include  the plural  and vice  versa.  The terms  "herein",  "hereof"  or
"hereunder"  or similar  terms as used in this  Agreement  refer to this  entire
Agreement and not to the particular  provision in which the term is used. Unless
otherwise  stated,  all  references  herein  to  Section,  subsections  or other
provision are references to Sections,  subsections  or other  provisions of this
Agreement. All references to the term "business day" shall mean any day on which
banks in New York or Indiana are not required or permitted to be closed.

        8.7     Counterparts.     This    Agreement    may   be    executed   in
                ------------
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

                                       7


        8.8     Capacity.    Shareholder represents and warrants that he has all
                --------
right,  power and capacity  required by law to enter into and fully  perform his
obligations under this Agreement.  Shareholder  further  represents and warrants
that he and his legal counsel have adequate  information  regarding the terms of
this Agreement,  the scope and effect of the covenants contained herein, and all
other  matters   encompassed  by  this  Agreement,   to  make  an  informed  and
knowledgeable decision with regard to entering into this Agreement,  and that he
has  independently  and without  reliance upon the Company made his own analysis
and decision to enter into this Agreement.

        8.9     No Conflicting Obligation.   Shareholder represents and warrants
                -------------------------
that the terms of this  Agreement  do not and will not breach any  agreement  or
other  obligation to keep any information  acquired by Shareholder in confidence
or in trust. Shareholder further represents and warrants that he has not entered
into, and agrees that he will not enter into, any agreement or other  obligation
(written or oral) that is in conflict with this Agreement.

        8.10    Consent to Jurisdiction and Service of Process. Shareholder, for
                ----------------------------------------------
himself,  his personal  representatives,  legatees,  heirs and  assigns,  hereby
consents  to the  personal  jurisdiction  of any of the state or federal  courts
described in Section 4, each as may have competent jurisdiction, with respect to
any dispute or  controversy  arising under or in connection  with this Agreement
and agrees that process  issued out of any such court or in accordance  with the
rules  of  practice  of such  court  may be  served  by mail  or  other  form of
substituted  service to Shareholder at the address provided herein, and that any
actions therein may be consolidated in a single action.  Shareholder also agrees
not to bring any dispute or controversy arising under or in connection with this
Agreement in any other  court.  Shareholder  waives any defense of  inconvenient
forum to the maintenance of any dispute or controversy so brought and waives any
bond,  surety,  or other  security  that may be  required  with  respect to such
dispute or controversy.  Nothing contained herein shall be deemed to prevent the
Company from effecting  service of process upon  Shareholder in any other manner
permitted  by law or from  commencing  any  action  in any  other  court  having
competent jurisdiction.

        8.11    Interpretation.    This Agreement shall be construed  reasonably
                --------------
to carry out its intent without presumption against or in favor of any party.


                                       8




                IN WITNESS WHEREOF,  the Company has caused this Agreement to be
executed  by its duly  authorized  officer and  Shareholder  has  executed  this
Agreement on the day and year first above written.


                                                SHAREHOLDER:


                                                /s/ H. Coleman Davis, III
                                                --------------------------------
                                                H. Coleman Davis, III
                                                Address: 3819 Augusta Lane
                                                          Elkhart, IN 46517


                                                COMPANY:


                                                THOR INDUSTRIES, INC.


                                                By: /s/ Wade F. B. Thompson
                                                    ----------------------------
                                                    Name: Wade F. B. Thompson
                                                    Title: President