Edgar Filing: NATIONAL RV HOLDINGS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant
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X Definitive Proxy Statement
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__ Soliciting Material Pursuant to sec.240.14a-12

NATIONAL R.V. HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 21, 2004

The Board of Directors of National R.V. Holdings, Inc., a
Delaware corporation (the "Company"), hereby gives notice that the 2004 Annual
Meeting of Stockholders of the Company will be held on Monday, June 21, 2004, at
9:00 a.m., Pacific Daylight Time, at the Company's headquarters at 3411 N.
Perris Boulevard, Perris, California 92571 for the following purposes:

1. To elect two persons to serve on the Company's Board of Directors as
Class II Directors until the 2007 Annual Meeting of Stockholders or
until their successors are duly elected and qualified as provided in
the Company's By-laws.

2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP, as the Company's independent public
accountants for the fiscal year ending December 31, 2004.

3. To transact such other and further business as may properly come
before the meeting or any adjournment(s) thereof.

Stockholders of record at the close of business on April 23,
2004 are entitled to notice of and to vote at the meeting. If you attend the
meeting you may vote in person if you wish, even though you have previously
returned your proxy. A copy of the Company's Proxy Statement is enclosed
herewith.

By Order of The Board of Directors

Stephen M. Davis
Secretary
April 29, 2004

IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE. THIS WILL ENSURE REPRESENTATION OF YOUR SHARES AT THE
MEETING.

NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 21, 2004

This Proxy Statement and the accompanying Notice of Annual
Meeting of Stockholders are being furnished in connection with the solicitation
by the Board of Directors of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), of proxies for use at the 2004 Annual Meeting of
Stockholders (the "Annual Meeting") of the Company to be held on Monday, June
21, 2004, at 9:00 a.m., Pacific Daylight Time, at the Company's headquarters at
3411 N. Perris Boulevard, Perris, California 92571, and at any adjournments
thereof. This Proxy Statement and the enclosed proxy are first being sent to
stockholders on or about April 29, 2004.

The close of business on April 23, 2004 has been selected as
the record date (the "Record Date") for determining the holders of outstanding
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), entitled to receive notice of and vote at the Annual Meeting. On the
Record Date, there were approximately 10,190,230 shares of Common Stock
outstanding and approximately 70 holders of record. Holders of Common Stock are
entitled to one vote per share.

The presence in person or by properly executed proxy of the
record holders of a majority of the outstanding shares of Common Stock will
constitute a quorum at the Annual Meeting. Elections of directors will be
determined by a plurality of vote of all shares present in person or by properly
executed proxy and voting at the Annual Meeting. The affirmative vote of the
record holders of a majority of the Common Stock present in person or by proxy
at the Annual Meeting and voting is required to ratify the selection of the
independent public accountants.

Unless proxies have been previously revoked, all shares
represented by properly executed proxies will be voted at the Annual Meeting in
accordance with the directions given on such proxies. Any person giving a proxy
has the power to revoke it, in writing delivered to the Secretary of the Company
at the address given above, at any time prior to its exercise. If no direction
is given, a properly executed proxy will be voted FOR the election of the
persons named under "Election of Directors," and FOR the ratification of the
selection of PricewaterhouseCoopers LLP, as the Company's independent public
accountants. The Board of Directors does not anticipate that any other matters
will be brought before the Annual Meeting. If, however, other matters are
properly presented, the persons named in the proxy will have discretion, to the
extent allowed by Delaware law, to vote in accordance with their own judgment on
such matters.

ELECTION OF DIRECTORS

ITEM 1 -- ELECTION OF DIRECTORS

The Company's Board of Directors currently consists of six
members and is divided into three classes of directors serving three-year terms.
One class of directors is elected by stockholders at each annual meeting to
serve until the third annual meeting following such annual meeting or until
their successors are elected and qualified. At the Annual Meeting, stockholders
will elect two Class II Directors to serve until the Annual Meeting of
Stockholders to be held in 2007 and until their successors are elected and
qualified.

NOMINEES FOR CLASS II DIRECTOR

Messrs. Robert B. Lee and Gregory McCaffery, each an incumbent
Class II director, have been nominated by management for election to the Board
of Directors as Class II Directors at the Annual Meeting and have consented to
serve as such, if elected. Mr. Stephen M. Davis, a Class II director of the
Company since August 1993, will not stand for reelection. Certain biographical
information regarding Messrs. Lee and McCaffery is set forth below in the
section entitled "Management of the Company -- Executive Officers and
Directors."

VOTE REQUIRED

The affirmative vote of the record holders of a plurality of
the Common Stock present in person or by proxy at the Annual Meeting and voting
is required to elect Directors. The enclosed proxy provides a means for
stockholders to vote for the election of the nominees or to withhold authority
to vote for such nominees. Abstentions with respect to the election of the
nominees for Class II Directors will have the same effect as a withheld vote and
broker non-votes will have no effect on the election of Directors.

It is the intention of the persons in the enclosed proxy to
vote FOR the election of Robert B. Lee and Gregory McCaffery to serve as Class
II Directors of the Company. Messrs. Lee and McCaffery have consented to be
named in this Proxy Statement and to continue to serve if elected. Management
does not contemplate or foresee that the nominees will be unable or unwilling to
serve or be otherwise unavailable for election.

BOARD RECOMMENDATION

The Board of Directors recommends that stockholders vote FOR
the election of the nominees for Class II Directors set forth above.

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has selected the
firm of PricewaterhouseCoopers LLP, as the Company's independent public
accountants for the fiscal year ending December 31, 2004. Although the selection
of auditors does not require ratification, the Audit Committee of the Board has
directed that the appointment of PricewaterhouseCoopers LLP be submitted to
stockholders for ratification because management believes this matter is of such
significance as to warrant stockholder participation. The Company expects
representatives of PricewaterhouseCoopers LLP to be present at the Annual
Meeting in person or by telephone conference to respond to appropriate
stockholder questions, and they will be given the opportunity to address the
stockholders, if they so desire.

VOTE REQUIRED

The affirmative vote of the record holders of a majority of
the Common Stock present in person or by proxy at the Annual Meeting and voting
is required to ratify the selection of the independent public accountants.
Abstentions and broker non-votes will have no effect on the vote for the
ratification of the selection of the independent public accountants.

BOARD RECOMMENDATION

The Board of Directors recommends that stockholders vote FOR
ratification of the selection of PricewaterhouseCoopers LLP, as the Company's
independent public accountants for the fiscal year ending December 31, 2004.

MANAGEMENT OF THE COMPANY

The executive officers, directors and key employees of the
Company are as follows:

Name Age Position

Doy B. Henley 74 Chairman of the Board(1)
Bradley C. Albrechtsen 41 President, Chief Executive Officer and Director
Stephen M. Davis 50 Director and Secretary
Robert B. Lee 65 Director
Gregory McCaffery 51 Director(1)
James B. Roszak 62 Director(1)
Mark D. Andersen 45 Chief Financial Officer and Assistant Secretary
Jonathan C. Corn 40 Vice President - General Counsel
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(1) Member of the Audit Committee, Compensation Committee and
Nominating/Corporate Governance Committee.

EXECUTIVE OFFICERS AND DIRECTORS

DOY B. HENLEY. Mr. Henley has served as Chairman of the Board since
September 2001 and has been a director of the Company since February 1998. Mr.
Henley is a Class III director whose term expires in 2006. Mr. Henley is chief
executive officer of Henley Properties, a private real estate management
company. Mr. Henley was a founder and, from 1966 to 1997, had been the Chairman
and Chief Executive Officer of Aeromil Engineering Company, a computer-automated
manufacturing firm engaged in the production of complex machined titanium track
systems and structural components for the aerospace industry. Mr. Henley also
serves on the Board of Chapman University and The Salvation Army Advisory Board.

BRADLEY C. ALBRECHTSEN. Mr. Albrechtsen has been President, Chief Executive
Officer and a director since September 2001, Chief Financial Officer and
Treasurer of the Company from April 1999 to September 2001 and Assistant
Secretary from January 1999 to September 2001. Mr. Albrechtsen served as the
Company's Controller from 1993 through April 1999 and as Assistant Controller
prior to 1993. Mr. Albrechtsen is a Class I director whose term expires in 2005.
Mr. Albrechtsen is a certified public accountant with six years of public
accounting experience, including three years at Arthur Young & Co. (the
predecessor of Ernst & Young).

STEPHEN M. DAVIS. Mr. Davis has been a director and Secretary of the
Company since August 1993. Mr. Davis is a Class II director whose term expires
at the Annual Meeting. Mr. Davis is not standing for reelection at the Annual
Meeting. Mr. Davis has been a shareholder of the law firm Heller Ehrman White &
McAuliffe LLP since April 1999 and a partner in its predecessor firm from
January 1987 through March 1999.

ROBERT B. LEE. Mr. Lee has been a director of the Company since November
1996 and is presently a consultant to the Company's Country Coach, Inc.
subsidiary ("Country Coach"). Mr. Lee has also been President and Chief
Operating Officer of the Company from April 2001 to September 2001 and co-Chief
Executive Officer from March 2001 to April 2001. Mr. Lee is a Class II director
whose term expires at the Annual Meeting. See "Election of Directors - Nominees
for Class II Director." Mr. Lee founded Country Coach in 1973 and served as
Chairman and Chief Executive Officer of Country Coach from 1973 to July 2000,
President of Country Coach from September 2002 through October 2003 and CEO of
Country Coach from October 2003 through February 2004. Mr. Lee served as a
consultant to the Company from September 2001 to December 31, 2001, and also
served in that role from July 2000 to March 2001.

GREGORY McCAFFERY. Mr. McCaffery has been a director of the Company since
February 1998. Mr. McCaffery is a Class II director whose term expires at the
Annual Meeting. See "Election of Directors - Nominees for Class II Director."
Mr. McCaffery is a founder and president of, and since 1984 has operated,
McCaffery Homebuilders, a builder of custom homes located in Orange Country,
California.

JAMES B. ROSZAK. Mr. Roszak has been a director of the Company since June
2003 and is a Class III director whose term expires in 2006. Mr. Roszak was
employed by the Life Insurance Division of Transamerica Corporation, a financial
services organization engaged in life insurance, commercial lending, leasing and
real estate services, from June 1962 through his retirement as President of such
division in June 1997. Mr. Roszak also served as interim Chief Executive Officer
and a director of buy.com, an Internet retailer, from February 2001 through
August 2001.

MARK D. ANDERSEN. Mr. Andersen has been Chief Financial Officer and
Assistant Secretary of the Company since October 2001. Mr. Andersen served as
Senior Vice-President and Controller of Country Coach from November 2000 to
October 2001 and as Controller of Country Coach from February 1992 to November
2000. Mr. Andersen is a certified public accountant.

JONATHAN C. CORN. Mr. Corn has been Vice President - General Counsel since
April 2002, and General Counsel since December 2001. Mr. Corn is an attorney who
received his law degree from Georgetown University Law Center in 1991. Prior to
joining the Company, Mr. Corn practiced law in San Diego. His firm, Corn &
Associates, P.C., was a specialty firm focused on the representation of RV
manufacturers and dealers.

KEY EMPLOYEES

JAY HOWARD. Mr. Howard, age 51, is currently the President of the Company's
Country Coach subsidiary and has served in that role since October 2003. Mr.
Howard also served as Country Coach's Executive Vice President from February
2003 through October 2003. Mr. Howard founded and was President of a consulting
company, which provided consulting services to RV industry participants,
including the Company, from 2000 through 2003. Mr. Howard was also Co-President
of Destinations RV, a recreational vehicle dealer, from 1999 through 2000 and
served as President of SMC Corporation, a publicly-traded RV manufacturer, from
1997 though 1999 and as Corporate VP of Manufacturing of SMC from 1994 through
1997.

BOARD OF DIRECTORS AND COMMITTEES

Pursuant to the Company's Bylaws, the Company's Board of
Directors is divided into three classes of Directors serving three-year terms.
One class of directors is elected by stockholders at each annual meeting to
serve until the third annual meeting following such annual meeting or until
their successors are elected and qualified. In the case of a vacancy, a director
will be appointed by a majority of the remaining directors then in office to
serve the remainder of the term left vacant. During the year ended December 31,
2003, the Board of Directors held seven meetings. All directors attended at
least 75% of those meetings and of its committees of which they were members
that were held while they were serving on the Board or such committee.

The Board has determined that the following directors are
"independent" under current New York Stock Exchange ("NYSE") rules: Doy Henley,
Gregory McCaffery and James Roszak. Mr. Henley, as Chairman of the Board, is the
presiding Director at meetings of the Board and at executive sessions of the
non-management Directors. The Board of Directors has standing Audit,
Compensation and Nominating/Corporate Governance Committees.

Audit Committee. The Audit Committee currently consists of
Messrs. Henley, McCaffery and Roszak (chairman). The Audit Committee met four
times during 2003. The Board has determined that all members of the Audit
Committee are independent directors under the rules of the NYSE and each of them
meets the financial literacy and sophistication requirements under the rules of
the NYSE. The Board has determined that Mr. Roszak qualifies as an "audit
committee financial expert" as defined by the rules of the Securities and
Exchange Commission. The purpose of the Audit Committee is to oversee the
accounting and financial reporting processes of the Company and audits of its
financial statements. The responsibilities of the Audit Committee include
appointing and providing the compensation of the independent accountants to
conduct the annual audit of our accounts, reviewing the scope and results of the
independent audits, reviewing and evaluating internal accounting policies, and
approving all professional services to be provided to the Company by its
independent accountants. The Audit Committee operates under a written charter
adopted by the Board of Directors, a copy of which is attached to this Proxy
Statement as Appendix A.

Compensation Committee. The Compensation Committee currently
consists of Messrs. Henley, McCaffery and Roszak. The Compensation Committee
held one meeting during 2003. The Board has determined that all members of the
Compensation Committee are independent directors under the rules of the NYSE.
The Compensation Committee administers the Company's benefit plans, reviews and
administers all compensation arrangements for executive officers, and
establishes and reviews general policies relating to the compensation and
benefits of our officers and employees. The Compensation Committee operates
under a written charter adopted by the Board of Directors, a copy of which is
attached to this Proxy Statement as Appendix B.

Nominating/Corporate Governance Committee. The
Nominating/Corporate Governance Committee, formed by the Company in December
2003, currently consists of Messrs. Henley, McCaffery and Roszak, each of whom
the Board has determined is an independent director under the rules of the NYSE.
The Nominating/Corporate Governance Committee's responsibilities include
recommending to the Board of Directors nominees for possible election to the
Board of Directors and providing oversight with respect to corporate governance.
The Nominating/Corporate Governance Committee operates under a written charter
adopted by the Board of Directors, a copy of which is attached to this Proxy
Statement as Appendix C. The Board of Directors has also adopted written
Corporate Governance Guidelines which have been posted on the Company's website
at http://www.nrvh.com.

COMMUNICATION WITH DIRECTORS

Stockholders who wish to communicate with the entire Board,
the non-management Directors as a group or the Chairs of any of the Board
committees may do so telephonically by calling 800-864-5307 or by mail c/o
Corporate Secretary, National R.V. Holdings, Inc., 3411 N. Perris Blvd, Perris,
CA 92571. Communications are distributed to the Board, or to any individual
Director or Directors as appropriate, depending on the facts and circumstances
outlined in the communication. In that regard, the Board of Directors has
requested that certain items that are unrelated to the duties and
responsibilities of the Board should be excluded, such as spam, job inquiries,
business solicitations or product inquiries. In addition, material that is
unduly hostile, threatening, illegal or similarly unsuitable will be excluded,
with the provision that any communication that is filtered out must be made
available to any Director upon request.

DIRECTOR COMPENSATION

Effective January 1, 2003, outside Directors (Directors
excluding Messrs. Albrechtsen and Lee) receive an annual Director retainer of
$30,000, an in-person per meeting fee of $1,000 and a telephone meeting fee of
$500. In addition, the Chairman of the Board of Directors is entitled to an
additional annual fee of $30,000, members of a Board committee are entitled to
an annual fee of $3,000 and the Audit Committee Chairman is entitled to an
additional annual fee of $10,000. Mr. Henley was also awarded an additional
$25,000 by the Board (without Mr. Henley's participation) for his services as
Chairman in 2003. Messrs. Albrechtsen and Lee do not receive any additional
compensation for acting as Directors. Directors are also entitled to receive
reimbursement for traveling costs and other out-of-pocket expenses incurred in
attending Board meetings.

DIRECTOR NOMINATION

Criteria for Board Membership. In selecting candidates for
appointment or re-election to the Board, the Nominating/Corporate Governance
Committee considers the appropriate balance of experience, skills and
characteristics required of the Board of Directors, and seeks to insure that at
least a majority of the Directors are independent under the rules of the NYSE,
that members of the Company's Audit Committee meet the financial literacy and
sophistication requirements under the rules of the NYSE and at least one of them
qualifies as an "audit committee financial expert" under the rules of the
Securities and Exchange Commission. Nominees for Director are selected on the
basis of their depth and breadth of experience, integrity, ability to make
independent analytical inquiries, understanding of the Company's business
environment, and willingness to devote adequate time to Board duties.

Stockholder Nominees. The Nominating/Corporate Governance
Committee will consider written proposals from stockholders for nominees for
Director. Any such nominations should be submitted to the Nominating/Corporate
Governance Committee c/o the Secretary of the Company and should include the
following information: (a) all information relating to such nominee that is
required to be disclosed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected); (b)
the names and addresses of the stockholders making the nomination and the number
of shares of the Company's common stock which are owned beneficially and of
record by such stockholders; and (c) appropriate biographical information and a
statement as to the qualification of the nominee, and should be submitted in the
time frame described in the Bylaws of the Company and under the caption,
"Stockholder Proposals for 2005 Annual Meeting" below.

Process for Identifying and Evaluating Nominees. The
Nominating/Corporate Governance Committee believes the Company is well-served by
its current Directors. In the ordinary course, absent special circumstances or a
material change in the criteria for Board membership, the Nominating/Corporate
Governance Committee will renominate incumbent Directors who continue to be
qualified for Board service and are willing to continue as Directors. If an
incumbent Director is not standing for re-election, or if a vacancy on the Board
occurs between annual stockholder meetings, the Nominating/Corporate Governance
Committee will seek out potential candidates for Board appointment who meet the
criteria for selection as a nominee and have the specific qualities or skills
being sought. Director candidates will be selected based on input from members
of the Board, senior management of the company and, if the Nominating/Corporate
Governance Committee deems appropriate, a third-party search firm. The
Nominating/Corporate Governance Committee will evaluate each candidate's
qualifications and check relevant references; in addition, such candidates will
be interviewed by at least one member of the Nominating/Corporate Governance
Committee. Candidates meriting serious consideration will meet with all members
of the Board. Based on this input, the Nominating/Corporate Governance Committee
will evaluate which of the prospective candidates is qualified to serve as a
Director and whether the committee should recommend to the Board that this
candidate be appointed to fill a current vacancy on the Board, or presented for
the approval of the stockholders, as appropriate.

The Company has never received a proposal from a stockholder
to nominate a Director. Although the Nominating/Corporate Governance Committee
has not adopted a formal policy with respect to stockholder nominees, the
committee expects that the evaluation process for a stockholder nominee would be
similar to the process outlined above.

Board Nominees for the 2004 Annual Meeting. Each of the
nominees listed in this Proxy Statement are current Directors standing for
re-election.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a written code of conduct and ethics
(the "Code") which is applicable to all of the Company's officers, directors and
employees, including the Company's Chief Executive Officer and Chief Financial
Officer (collectively, the "Senior Officers"). In accordance with the rules and
regulations of the Securities and Exchange Commission and the rules of the New
York Stock Exchange, a copy of the Code has been posted on the Company's website
at http://www.nrvh.com. The Company intends to disclose any changes in or
waivers from the Code applicable to any Senior Officers on its website or by
filing a Form 8-K.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of the copies of the forms
furnished to the Company, or written representations from certain reporting
persons, the Company believes that during the year ended December 31, 2003, all
filing requirements applicable to its officers and directors were complied with
by such individuals.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth all compensation awarded to,
earned by or paid to each of the Company's current or former executive officers
named below (the "Named Individuals") for the Company's fiscal periods as
specified below:

Annual Compensation Long Term All Other
Compensation Compensation
-------------------------------------------
Name and Year Ended Other Annual
Principal Position December 31, Salary Bonus Compensation(1) Options/SARs

Bradley C. Albrechtsen 2003 $220,000 --- --- --- ---
President and Chief 2002 $220,000 --- --- --- $3,600 (2)
Executive Officer 2001 $142,000 --- --- 15,000 $3,600 (2)

Mark D. Andersen 2003 $159,998 $1,000 --- --- $3,254 (3)
Chief Financial Officer 2002 $143,228 --- --- --- $5,422 (3)
2001 $99,572 --- --- 12,250 $3,850 (3)

Jonathan C. Corn 2003 $212,000 --- --- --- ---
Vice President/General 2002 $200,000 --- --- --- ---
Counsel (4)

Robert B. Lee (5) 2003 $200,000 --- --- --- ---
2002 $210,000 --- --- --- ---
2001 --- $100,325 (6) 15,000 $6,800 (3)

Wayne M. Mertes (7) 2003 $126,923 --- --- --- $150,000 (8)
2002 $50,215 --- --- --- $150,000 (8)
2001 $283,400 $207,000 --- 48,000 $150,000 (8)
----------------------

(1) Except as may be indicated below, the aggregate amount of all
perquisites and other personal benefits paid to each Named Individual
is not greater than either $50,000 or 10% of the total of the annual
salary and bonus reported for either such executive.

(2) Represents the annual premium paid pursuant to the Company's SERP
Deferred Compensation Plan.

(3) Represents the amount of the Company's matching contribution under
Country Coach's 401(k) plan.

(4) Mr. Corn has been Vice President/General Counsel since April 2002.

(5) Mr. Lee retired as an executive officer of the Company in February
2004.

(6) Pursuant to an employment agreement between Mr. Lee and Country Coach
which expired in December 2001, Mr. Lee was entitled to purchase a
motorhome from the Company at cost in 2001 and prior years. The amount
in the table represent the difference between the cost of the
motorhome purchased by Mr. Lee and the wholesale value of the
motorhome.

(7) Mr. Mertes retired from his executive positions with the Company in
August 2003.

(8) Represents amounts paid by Company in respect of a split dollar life
insurance policy. In connection with Mr. Mertes' prior employment
agreement, the Company and Mr. Mertes entered into a split dollar life
insurance arrangement in October 1998 in which an insurance policy in
the face amount of $2,950,000 was taken out by the Company on the life
of Mr. Mertes. The Company has agreed to pay the annual premium
thereof of not greater than $150,000 per year for five years. The
Company and Mr. Mertes have agreed that the Company shall own the cash
value of the policy and that the Company will be entitled to withdraw
from the policy $92,601 per annum until the aggregate premiums paid by
the Company to the insurance carrier are repaid to the Company. To
ensure the repayment of the aggregate premiums paid by Company, the
Company is entitled to receive from the policy's death benefits the
greater of the aggregate premiums not yet repaid or the then cash
value of the policy.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

Compensation decisions during the fiscal year ended December
31, 2003 were made by the Company's Compensation Committee and by the Board of
Directors, which included Bradley C. Albrechtsen, President and Chief Executive
Officer of the Company, and Robert B. Lee, the former President of the Company's
Country Coach subsidiary. Neither Mr. Albrechtsen nor Mr. Lee participated in
Board deliberations or voting concerning their respective compensation.

EMPLOYMENT AGREEMENTS

The Company is not presently a party to an employment
agreement with any of its executive officers nor were any such agreements in
effect during the fiscal year ended December 31, 2003.

In February 2004, Robert B. Lee retired as chief executive
officer of the Company's Country Coach subsidiary. In connection with Mr. Lee's
retirement from such executive position, Mr. Lee entered into a consulting
agreement with Country Coach, pursuant to which Mr. Lee has agreed to assist
Country Coach as a consultant during 2004. Among Mr. Lee's responsibilities as a
consultant will be assisting Country Coach in the evaluation and testing of
Country Coach's products. Mr. Lee will be paid a fee of $5,000 per month. In
addition, Mr. Lee will also be entitled to a bonus of $25,000 for each $1
million of operating profits of Country Coach in 2004.

STOCK OPTION PLANS

1995 Stock Option Plan

In September 1995, the Company adopted and approved the 1995
Stock Option Plan (the "1995 Option Plan"). The 1995 Option Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants. The 1995 Option Plan provides for the award of options to
purchase up to 225,000 shares of Common Stock, of which 40,833 shares were
subject to outstanding options as of December 31, 2003. The 1995 Option Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee has, subject to the provisions of the 1995 Option Plan,
full authority to select Company individuals eligible to participate in such
plan, including officers, directors (whether or not employees) and consultants.
The 1995 Option Plan provides for the awarding of incentive stock options (as
defined in Section 422 of the Code) and non-incentive stock options. Options
granted pursuant to the 1995 Option Plan will have such vesting schedules and
expiration dates as the Compensation Committee shall establish in connection
with each participant in the 1995 Option Plan, which terms shall be reflected in
an option agreement executed in connection with the granting of the option.
During the year ended December 31, 2003, no options were granted under the 1995
Option Plan.

1996 Stock Option Plan

In October 1996, the Company's Board of Directors adopted and
approved the 1996 Stock Option Plan (the "1996 Option Plan"). The 1996 Option
Plan is designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The 1996 Option Plan provides for the
award of options to purchase up to 675,000 shares of Common Stock, of which
172,500 shares were subject to outstanding options as of December 31, 2003. The
1996 Option Plan is administered by the Compensation Committee of the Board of
Directors. The Compensation Committee has, subject to the provisions of the 1996
Option Plan, full authority to select Company individuals eligible to
participate in such plan, including officers, directors (whether or not
employees) and consultants. The 1996 Option Plan provides for the awarding of
incentive stock options (as defined in Section 422 of the Code) and
non-incentive stock options. Options granted pursuant to the 1996 Option Plan
will have such vesting schedules and expiration dates as the Compensation
Committee shall establish in connection with each participant in the 1996 Option
Plan, which terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended December 31,
2003, no options were granted under the 1996 Option Plan.

1997 Stock Option Plan

In June 1997, the Company's Board of Directors adopted and
approved the 1997 Stock Option Plan (the "1997 Option Plan"). The 1997 Option
Plan is designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The 1997 Option Plan provides for the
award of options to purchase up to 900,000 shares of Common Stock, of which
318,750 shares were subject to outstanding options as of December 31, 2003. The
1997 Option Plan is administered by the Board of Directors or, at its option, a
committee of the Board of Directors. The Board (or a designated committee) has,
subject to the provisions of the 1997 Option Plan, full authority to select
Company individuals eligible to participate in such plan, including officers,
directors (whether or not employees) and consultants. The 1997 Option Plan
provides for the awarding of incentive stock options (as defined in Section 422
of the Code) and non-incentive stock options. Options granted pursuant to the
1997 Option Plan will have such vesting schedules and expiration dates as the
Board (or a designated committee) shall establish in connection with each
participant in the 1997 Option Plan, which terms shall be reflected in an option
agreement executed in connection with the granting of the option. During the
year ended December 31, 2003, no options were granted under the 1997 Option
Plan.

1999 Stock Option Plan

The Company's Board of Directors adopted and approved the 1999
Stock Option Plan in April 1999 and the amended and restated 1999 Stock Option
Plan in April 2000 and again in April 2001 (together, the "1999 Option Plan").
The 1999 Option Plan is designed to serve as an incentive for retaining
qualified and competent directors, employees and consultants. The 1999 Option
Plan provides for the award of options to purchase up to 1,150,000 shares of
Common Stock, of which 653,748 shares were subject to outstanding options as of
December 31, 2003. The 1999 Option Plan is administered by the Compensation
Committee. The Compensation Committee has, subject to the provisions of the 1999
Option Plan, full authority to select Company individuals eligible to
participate in such plan, including officers, directors (whether or not
employees) and consultants. The 1999 Option Plan provides for the awarding of
incentive stock options (as defined in Section 422 of the Code) and
non-incentive stock options. Options granted pursuant to the 1999 Option Plan
will have such vesting schedules and expiration dates as the Compensation
Committee shall establish in connection with each participant in the 1999 Option
Plan, which terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended December 31,
2003, no options were granted under the 1999 Option Plan.

OPTION VALUES

The following table sets forth, as of December 31, 2003, the
number of options and the value of exercised and unexercised options held by the
Named Individuals.

Value of Unexercised
Number of Unexercised Options in-the-money Options at
at Dec. 31, 2003 Dec. 31, 2003($)(1)
---------------- -- -------------------

Shares
Acquired in Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ ----------- ------------- ----------- -------------
Bradley C.
Albrechtsen --- --- 39,000 5,000 20,300 0
Mark D. Andersen --- --- 22,167 4,083 10,875 0
Jonathan C. Corn --- --- 0 0 0 0
Robert B. Lee --- --- 30,000 5,000 29,000 0
Wayne M. Mertes 300,000 $1,396,335 0 0 0 0
-------------------

(1) On December 31, 2003, the last trading day of the year 2003, the last
reported sales price for the Common Stock on the New York Stock Exchange
was $9.95.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes the Company's equity
compensation plan information as of December 31, 2003. Information is included
for both equity compensation plans approved by the Company's stockholders and
equity compensation plans not approved by the Company's Stockholders.

Common shares to be Common shares available
issued upon exercise Weighted-average for future issuance under
of outstanding exercise price of equity compensation plans
options, warrants, outstanding (excluding securities
and rights options, warrants, reflected in column (a))
Plan Category and rights
------------------------------------------- ----------------------- --------------------- ----------------------------
------------------------------------------- ----------------------- --------------------- ----------------------------
(a) (b) (c)
Equity compensation plans approved by 1,185,831 $13.37 829,525
Company stockholders (1)
Equity compensation plans not approved by 107,544 $3.78 0
Company stockholders (2)
Totals: 1,293,375 $12.58 829,525
-----------

(1) Please see "Management of the Company - Stock Option Plans" for a description of these plans.

(2) The only outstanding options not previously approved by the Company's
stockholders were granted in October 1994, September 1995 and October
1996 pursuant to separate stock option agreements with several
directors and employees of the Company at exercise prices of $3.33,
$3.75 and $9.33, respectively. Such options had terms of either 5 or 10
years.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee continued in 2003 its function of
reviewing and making recommendations to the Board regarding salaries,
compensation and benefits of executive officers and key employees of the
Company, including the granting of stock options. The Committee consists solely
of directors who are not employees of the Company and are independent directors
under the rules of the NYSE.

Compensation of the Company's executive officers and key
employees consists of three components: base salary, annual bonuses and
long-term incentive awards in the form of stock options. For each of the three
years ended 2001, the Compensation Committee retained the nationally recognized
executive compensation consulting firm of William M. Mercer, Incorporated
("Mercer") to advise it with respect to executive and employee compensation and
other related matters for those years. As part of its annual engagement, Mercer
presented a report to the Compensation Committee in which Mercer provided
benchmark information on the senior executive positions with respect to both an
industry peer group and published compensation and proprietary survey
information. Mercer also compared the Company's financial performance to the
same peer group and assessed the pay and performance relationship thereof. The
Compensation Committee relied on, among other factors, Mercer's prior reports in
setting compensation levels in 2003 as well as the compensation philosophy
contained therein.

Base compensation levels have been developed in order to
attract and retain executives and key employees based on their level of
responsibility within the Company. Individual salaries may be higher or lower,
based on the qualifications and experience of the individual as well as Company
performance. Base salaries have been subject to periodic review and adjustment
and annual salary adjustments have been made based on those factors. Bonuses and
stock option grants closely link executive pay with performance in areas key to
the Company's operating success. These areas include sales growth, earnings per
share growth, return on average equity and total shareholder return performance.
In the past, the Company has granted bonuses and stock options to executives and
employees based upon subjective and objective performance criteria relating to
both the Company and the individual, including the level of Company revenues and
earnings and a comparison with the operating results of the Company's peer
group, a person's responsibility level and other performance targets.

Historically, during periods of strong operating performance
by the Company compared to its peer group, based upon the recommendation of the
Compensation Committee, the Company has positioned salaries, together with
target bonuses and stock options, at median compensation levels for comparable
positions and responsibilities in the peer group. During the past two fiscal
years, periods of weak relative operating performance, as a result of the
Compensation Committee's compensation philosophy, the Company positioned total
compensation at or near the bottom of its peer group. During the last two years,
as a result of the Company's performance, the Company granted no bonuses to its
executive officers and granted no stock options during 2003.

The Compensation Committee uses the same factors and criteria
described above for compensation decisions regarding the Chief Executive
Officer, Bradley C. Albrechtsen. During 2003, Mr. Albrechtsen received a base
salary of $220,000. In light of the Company's negative operating performance
during 2003, no bonus was awarded to Mr. Albrechtsen.

The Company established the 1995 Stock Option Plan, 1996 Stock
Option Plan and 1999 Stock Option Plan, which are administered by the
Compensation Committee, and the 1997 Stock Option Plan, which is administered by
the Board. See "Management of the Company -- Stock Option Plans." The Company
adopted these stock option plans in order to create incentives for retaining
qualified and competent employees and maximizing long-term stockholder values.
No options were granted during fiscal year ended December 31, 2003.

The Compensation Committee intends to examine and evaluate the
performance of the Company's officers and employees, through discussions with
senior management and otherwise, and make recommendations to the Board of
Directors with respect to base salary, bonuses and any other elements of
compensation in light of an overriding Company philosophy linking pay and
performance.

COMPENSATION COMMITTEE

Doy B. Henley
Gregory McCaffery
James B. Roszak

REPORT OF THE AUDIT COMMITTEE

The Audit Committee members are Doy B. Henley, Gregory
McCaffery and James B. Roszak. The Audit Committee assists the Board of
Directors in monitoring the integrity of the Company's financial statements, the
Company's compliance with legal requirements and the Company's internal and
external auditors.

The Audit Committee has reviewed and discussed the Company's
audited consolidated balance sheets as of December 31, 2003 and 2002 and
consolidated statements of income, cash flows and stockholders' equity for the
three years ended December 31, 2003 with the Company's management. The Audit
Committee has discussed with PricewaterhouseCoopers LLP, the Company's
independent auditors, the matters required to be discussed by Statement Auditing
Standards No. 61 (concerning the accounting methods used in the financial
statements).

The Audit Committee has also received and reviewed written
disclosures and the letter from PricewaterhouseCoopers LLP required by
Independent Standards Board No. 1 (concerning matters that may affect an
auditor's independence) and has discussed with PricewaterhouseCoopers LLP their
independence. Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003 for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE

Doy B. Henley
Gregory McCaffery
James B. Roszak

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee has appointed PricewaterhouseCoopers LLP
as the Company's independent public accountant for the fiscal year ending
December 31, 2004. Such selection is also being submitted to stockholders for
ratification at the Annual Meeting. See "Ratification of Independent Public
Accountants" above.

The following table sets forth the fees incurred by the
Company for the services of PricewaterhouseCoopers LLP in 2003 and 2002.

Services Rendered Fees
----------------------------------------------------------------------- ------------------------------
2003 2002

Audit Fees (1) $251,160 $203,100
Audit Related Fees (2) $11,040 $7,676
Tax Fees (3) $19,761 $9,500
Other Fees 0 0
----------------

(1) For professional services rendered for the audit of the Company's annual
financial statements, and the reviews of the financial statements included in
the Company's Forms 10-Q for fiscal years 2003 and 2002.

(2) For audits of employee benefit plans in 2002.

(3) For 2003 and 2002, tax services for tax compliance and planning.

The Audit Committee has concluded that the provision of non-audit services
listed above is compatible with maintaining the independence of
PricewaterhouseCoopers LLP. The Audit Committee has delegated to the Chair of
the Audit Committee the authority to pre-approve future audit-related and
non-audit services not prohibited by law to be performed by the Company's
independent auditors and associated fees, provided that the Chair shall report
any decision to pre-approve such audit-related or non-audit services and fees to
the full Audit Committee at its next regular meeting.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Mr. Robert B. Lee, currently a director of the Company and a
consultant to the Company's Country Coach subsidiary and formerly also an
executive officer of the Company, is a partner in a joint venture which is a
party to a lease agreement with Country Coach. Pursuant to the agreement,
Country Coach leases from the joint venture a parcel of property constituting a
majority of Country Coach's manufacturing facilities. During the year ended
December 31, 2003, the Company paid $1.32 million under the lease agreement. The
lease agreement calls for future payments totaling approximately $2.5 million
through October 31, 2005. In addition, the Company has a five-year renewal
option on this lease agreement.

Heller Ehrman White & McAuliffe LLP, a law firm in which Mr.
Stephen M. Davis, the Secretary and a director of the Company, is a shareholder,
performed legal services for the Company for which it collected fees of $216,000
in the year ended December 31, 2003.

PERFORMANCE GRAPH

Set forth below is a graph comparing cumulative total
stockholder returns (assuming reinvestment of dividends) of the Company; the
CRSP Total Return Index for the NYSE/AMEX/Nasdaq Stock Market (US Companies),
comprising all domestic shares traded in the New York Stock Exchange, American
Stock Exchange and Nasdaq Stock Market; and a self-determined peer group of
seven companies. The graph assumes $100 invested on December 31, 1998 in the
Company and in each of the indices. The performance shown in the graph is not
necessarily indicative of future performance.

Graph Omitted

LEGEND

Symbol CRSP Total Returns Index for: 12/1998 12/1999 12/2000 12/2001 12/2002 12/2003
National R.V. Holdings, Inc. 100.00 74.8 44.9 38.1 23.2 38.6
NYSE/AMEX/Nasdaq Stock Market
(US Companies) 100.00 125.2 111.0 99.2 78.7 103.7
Self-Determined Peer Group 100.00 87.6 59.4 98.4 109.3 169.3

Companies in the Self-Determined Peer Group
COACHMEN INDUSTRIES INC. FLEETWOOD ENTERPRISES INC.
MONACO COACH CORP. REXHALL INDUSTRIES INC.
THOR INDUSTRIES INC. WINNEBAGO INDUSTRIES INC.

Notes:

A. The lines represent monthly index levels dervied from compounded daily
returns that include all dividends.

B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.

C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.

D. The index level for all series was set to $100.0 on 12/31/1998.

VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF

The following table set forth as of April 1, 2004 the number
and percentage of shares of Common Stock held by (i) each of the executive
officers, directors and nominees of the Company, (ii) all persons who are known
by the Company to be the beneficial owners of, or who otherwise exercise voting
or dispositive control over, five percent or more of the Company's outstanding
Common Stock and (iii) all of the Company's present executive officers and
directors as a group:

Common Stock Percentage of
Beneficial Owner Owned(1) Outstanding
---------------- -------------- -------------
Bradley C. Albrechtsen (2) 43,912 *

Mark D. Andersen (3) 24,020 *
Jonathan C. Corn 0 0%

Stephen M. Davis (4) 47,840 *

Doy B. Henley (5) 9,000 *

Robert B. Lee (6) 577,906 5.7%

Gregory McCaffery (7) 9,162 *

James B. Roszak 0 0%

Jeffrey L . Feinberg (8) 1,258,000 12.3%

FMR Group (9) 1,027,000 10.1%

Royce and Associates, LLC (10) 912,440 9.0%

Amalgamated Gadget, L.P. (11) 759,700 7.5%

Gary N. Siegler (12) 727,845 6.8%
Dimensional Fund Advisors Inc. (13) 604,700 5.9%

Brandes Investment Partners, LLC (14) 515,750 5.1%

All executive officers and directors as a group 711,840 6.9%
(8 in number) (2)(3)(4)(5)(6)(7))

---------------------

* Less than one percent.
(1) Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them.

(2) Includes 39,000 shares underlying outstanding options exercisable immediately or within 60 days.

(3) Includes 22,166 shares underlying options exercisable immediately or within 60 days and 150 shares owned
by Mr. Andersen's wife.

(4) Includes 41,875 shares underlying outstanding options exercisable
immediately or within 60 days. Includes 60 shares owned by Mr. Davis'
son for which Mr. Davis disclaims beneficial ownership.

(5) Includes 8,000 shares underlying outstanding options exercisable immediately or within 60 days.

(6) Includes 30,000 shares underlying options exercisable immediately or
within 60 days. Also, includes 136,870 shares of Common Stock owned by
Mr. Lee's wife, Mrs. Terry N. Lee, for which Mr. Lee disclaims
beneficial ownership.

(7) Includes 8,000 shares underlying outstanding options exercisable immediately or within 60 days.

(8) As reported in an Amendment No. 2 to Schedule 13G filed with the SEC on behalf of Jeffrey L. Feinberg
and certain affiliated parties on March 23, 2004.

(9) As reported in an Amendment No. 3 to Schedule 13G filed with the SEC on
behalf of FMR Group and certain affiliated parties on February 17,
2004.

(10) As reported in Schedule 13G filed with the SEC by Royce & Associates, LLC on February 5, 2004.

(11) As reported in an Amendment No. 2 to Schedule 13G filed with the SEC by Amalgamated Gadget LP. on
February 12, 2004.

(12) As reported in an Amendment No. 18 to Schedule 13D filed with the SEC
on January 4, 2002. Includes (i) 514,044 shares underlying outstanding
options held by Mr. Siegler exercisable immediately or within 60 days,
(ii) 42,057 shares of Common Stock owned by The Gary N. Siegler
Foundation, which shares Mr. Siegler is deemed to beneficially own, and
(iii) 143,274 shares of Common Stock owned by certain other entities,
which shares Mr. Siegler is deemed to beneficially own because Mr.
Siegler controls dispositive and voting power for the shares owned by
such entities.

(13) As reported in an Amendment to Schedule 13G filed with the SEC by Dimensional Fund Advisors Inc. on
February 16, 2004.

(14) As reported in Amendment No. 1 to Schedule 13G filed with the SEC by
Brandes Investment Partners, LLC and certain affiliated parties on
February 18, 2004.

OTHER MATTERS

The Board of Directors is not currently aware of any other
matters to be transacted at the Annual Meeting. However, if any other matter
should properly come before the Annual Meeting or any adjournment thereof, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine, subject, in any event, to the requirements
of Delaware Law.

The Company will bear all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers of the
Company may also solicit proxies by telephone or personal interview. In
addition, the Company expects to request persons who hold shares in their names
for others to forward copies of this proxy soliciting material to them and to
request authority to execute proxies in the accompanying form, and the Company
will reimburse such persons for their out-of-pocket and reasonable clerical
expenses in doing this.

FINANCIAL STATEMENTS

The Company's audited financial statements for the year ended
December 31, 2003 and certain other related financial and business information
of the Company are contained in the Company's 2003 Annual Report to Stockholders
being mailed by the Company to its stockholders with this Proxy Statement.

STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

Any proposal which an eligible stockholder wishes to include
in the proxy or information statement for the 2005 Annual Meeting of
Stockholders must be received by the Company at its principal executive offices
at 3411 N. Perris Boulevard, Perris, California 92571, not later than December
30, 2004.

By Order of the Board of Directors

Stephen M. Davis
Secretary

Dated: April 29, 2004

Appendix A

AUDIT COMMITTEE CHARTER

Adopted by the Board of Directors of National R.V. Holdings, Inc.

PURPOSE

The purpose of the Audit Committee (the "Committee") of the board of
directors (the "Board") of National R.V. Holdings, Inc. (the "Company") is to
assist the oversight by the Board of the integrity of the Company's financial
statements, the Company's compliance with legal and regulatory requirements, the
independent auditor's qualifications and independence, the performance of the
Company's internal audit function and independent auditors; and to prepare the
report of the Committee to be included in the Company's annual proxy statement.
The Committee is not responsible, however, for planning or conducting audits, or
determining whether the Company's financial statements are complete and accurate
or in accordance with generally accepted accounting principles.

COMPOSITION

The Committee shall be composed of three or more directors, as
determined by the Board, each of whom shall be "independent", as that term is
defined in Section 10A(m) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Rules and Regulations (the "Regulations") of the
Securities and Exchange Commission (the "Commission") under the Exchange Act,
and shall meet the independence and financial literacy requirements of the New
York Stock Exchange. At least one member of the Committee shall be an "audit
committee financial expert", as that term is defined in the Regulations, and
shall have accounting or related financial management expertise, as the Board
interprets such qualification in its business judgment. Committee members shall
not simultaneously serve on the audit committees of more than two other public
companies.

RESPONSIBILITIES

The Committee is charged by the Board with the responsibility to:

1. Appoint and provide for the compensation of the Company's
independent auditor, oversee the work of the independent auditor (including
resolution of any disagreements between management and the independent auditor
regarding financial reporting), evaluate the qualifications and performance of
the independent auditor and, if so determined by the Committee, replace the
independent auditor; it being acknowledged that the independent auditor is
ultimately accountable to the Board and the Committee, as representatives of the
stockholders.

2. Obtain and review, at least annually, a report by the independent
auditor describing (a) the independent auditor's internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent auditor, or by any
inquiry or investigation by governmental or professional authorities within the
preceding five years, respecting one or more independent audits carried out by
the independent auditor, (c) any steps taken to deal with any such issues, and
(d) all relationships between the independent auditor and the Company; ensure
the receipt of, and evaluate the written disclosures and the letter that the
independent auditor submits to the Committee regarding the auditor's
independence in accordance with Independence Standards Board Standard No. 1;
discuss such reports with the independent auditor; satisfy itself as to the
independence of the independent auditor and, if so determined by the Committee
in response to such reports, take appropriate action to address issues raised by
such evaluation.

3. Discuss with the independent auditor the matters required to be
discussed by SAS 61, as it may be modified or supplemented.

4. Instruct the independent auditor and the internal auditor to advise
the Committee if there are any subjects that require special attention.

5. Instruct the independent auditor to report to the Committee on all
critical accounting policies of the Company, all alternative treatments of
financial information within generally accepted accounting principles that have
been discussed with management, ramifications of the use of such alternative
disclosures and treatments and the treatment preferred by the auditors, and
other material written communication between the auditors and management.

6. Meet with management and the independent auditor to discuss the
annual financial statements, including disclosures made in management's
discussion and analysis, and the report of the independent auditor thereon, and
to discuss significant issues encountered in the course of the audit work,
including: any restrictions on the scope of the independent auditor's activities
or on access to requested information and any significant disagreements with
management; the adequacy of internal financial controls; the adequacy of the
disclosure of off-balance sheet transactions, arrangements, obligations and
relationships in reports filed with the Commission; the types of information to
be disclosed and the type of presentation to be made in earnings releases, as
well as financial information and earnings guidance; and the appropriateness of
the presentation of any non-GAAP financial measures (as defined in the
Regulations) included in any report filed with the Commission or in any public
disclosure or release.

7. Review the management letter delivered by the independent auditor in
connection with the audit.

8. Following such review and discussions, if so determined by the
Committee, recommend to the Board that the annual financial statements be
included in the Company's annual report.

9. Meet quarterly with management and the independent auditor to
discuss the quarterly financial statements, including disclosures made in
management's discussion and analysis, prior to the filing of the Form 10-Q.

10. Meet periodically (and no less frequently than once each year) in
separate executive sessions with management, the internal auditor, and the
independent auditor to discuss matters that any of them or the Committee
believes could significantly affect the financial statements and should be
discussed privately.

11. Set hiring policies for employees or former employees of the
independent auditor.

12. Discuss guidelines and policies with respect to risk assessment and
risk management; discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and control such
exposures.

13. Review significant changes to the Company's accounting principles
and practices proposed by the internal auditor, if any, or management.

14. Discuss with management the internal audit department
responsibilities, budget and staffing, and review the scope and results of
internal audits.

15. Evaluate the performance of the internal auditor and, if so
determined by the Committee, recommend replacement of the internal auditor.

16. Conduct or authorize such inquiries into matters within the
Committee's scope of responsibility as the Committee deems appropriate.

17. Provide minutes of Committee meetings to the Board, present to the
Board the Committee's conclusions with respect to the qualifications,
performance and independence of the independent auditor and review with the
Board any issues that arise with respect to the quality or integrity of the
Company's financial statements, its compliance with legal or regulatory
requirements, the performance of the independent auditor or the performance of
the internal audit function.

18. At least annually, evaluate the performance of the Committee,
review and reassess this Charter and, if appropriate, recommend changes to the
Board.

19. Prepare the Committee report required by the Regulations to be
included in the Company's annual proxy statement.

20. Establish a procedure for receipt, retention and treatment of any
complaints received by the Company about its accounting, internal accounting
controls or auditing matters and for the confidential and anonymous submission
by employees of concerns regarding questionable accounting or auditing matters.

21. Approve, in accordance with Sections 10A(h) and (i) of the Exchange
Act and the Regulations, all professional services, to be provided to the
Company by its independent auditor, provided that the Committee shall not
approve any non-audit services proscribed by Section 10A(g) of the Exchange Act
in the absence of an applicable exemption. The Committee may adopt policies and
procedures for the approval of such services which may include delegation of
authority to a designated member or members of the Committee to approve such
services so long as any such approvals are disclosed to the full Committee at
its next scheduled meeting.

AUTHORITY

By adopting this Charter, the Board delegates to the Committee full
authority in its discretion to:

1. Perform each of the responsibilities of the Committee described
above.

2. Appoint a chair of the Committee, unless a chair is designated by
the Board.

3. Engage independent counsel and other advisers as the Committee
determines necessary to carry out its responsibilities.

4. Cause the officers of the corporation to provide such funding as the
Committee shall determine to be appropriate for payment of compensation to the
Company's independent auditor and any legal counsel or other advisers engaged by
the Committee, and payment of ordinary administrative expenses of the audit
committee that are necessary or appropriate in carrying out its duties.

Appendix B

COMPENSATION COMMITTEE CHARTER

Adopted by the Board of Directors of National R.V. Holdings, Inc.

PURPOSE

The purpose of the Compensation Committee (the "Committee") of the
board of directors (the "Board") of National R.V. Holdings, Inc. (the "Company")
is to discharge the responsibilities of the Board relating to executive and
director compensation, to produce an annual report on executive compensation for
inclusion in the Company's proxy statement and to oversee incentive,
equity-based and other compensatory plans in which executive officers and key
employees of the Company participate.

COMPOSITION

The Committee shall be composed of three or more directors, as
determined by the Board, each of whom shall (i) satisfy the independence
requirements of the New York Stock Exchange, (ii) qualify as a "non-employee
director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, and (iii) qualify as an "outside director" for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended. Members shall be
appointed to, and removed from, the Committee by the Board.

RESPONSIBILITIES

The Committee is charged by the Board with the responsibility to:

1. Develop and periodically review compensation policies and practices
applicable to executive officers, including the criteria upon which executive
compensation is based, the specific relationship of corporate performance to
executive compensation and the composition in terms of base salary, deferred
compensation and incentive or equity-based compensation and other benefits.

2. Review and approve corporate goals and objectives relevant to Chief
Executive Officer compensation, evaluate the CEO's performance in light of these
goals and objectives, and have sole authority to determine the CEO's
compensation level based on this evaluation.

3. Make recommendations to the Board with respect to non-CEO compensation.

4. Supervise, administer and evaluate incentive, equity-based and other
compensatory plans of the Company in which executive officers and key employees
participate, including approving guidelines and size of grants and awards,
making grants and awards, interpreting and promulgating rules relating to the
plans, modifying or canceling grants or awards, designating employees eligible
to participate and imposing limitations and conditions on grants or awards.

5. Review and approve, subject to stockholder and Board approval as
required, the creation or amendment of any incentive, equity-based and other
compensatory plans of the Company in which executive officers and key employees
participate (other than amendments to tax-qualified employee benefit plans and
trusts, and any supplemental plans thereunder, that do not substantially alter
the costs of such plans to the Company or are simply to conform such plans to
applicable laws or regulations).

6. Review and approve any employment agreements, severance arrangements,
change-in-control arrangements or special or supplemental employee benefits, and
any material amendments to any of the foregoing, applicable to executive
officers.

7. Review periodically the compensation and benefits offered to nonemployee
directors and recommend changes to the Board as appropriate.

8. Produce an annual report on executive compensation for inclusion in the
Company's proxy statement.

9. Provide minutes of Committee meetings to the Board, and report to the
Board on any significant matters arising from the Committee's work.

10. At least annually, evaluate the performance of the Committee, review
and reassess this Charter and, if appropriate, recommend changes to the Board.

11. Perform such other duties and responsibilities as may be assigned to
the Committee by the Board or as designated in plan documents.

AUTHORITY

By adopting this Charter, the Board delegates to the Committee full
authority in its discretion to:

1. Perform each of the responsibilities of the Compensation Committee
described above.

2. Delegate such of its authority and responsibilities as the Committee
deems proper to members of the Committee or a subcommittee.

3. Appoint a chair of the Committee, unless a chair is designated by the
Board.

4. Engage and terminate compensation consultants, independent counsel and
such other advisers as the Committee determines necessary to carry out its
responsibilities, and approve the fees and other terms of retention of any such
consultants and other advisers.

5. Cause the officers of the Company to provide such funding as the
Committee shall determine to be appropriate for payment of compensation to any
compensation consultants, independent counsel or other advisers engaged by the
Committee.

Appendix C

NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER

Adopted by the Board of Directors of National R.V. Holdings, Inc.

PURPOSE

The purpose of the Nominating/Corporate Governance Committee (the
"Committee") of the board of directors (the "Board") of National R.V. Holdings,
Inc. (the "Company") is to identify individuals qualified to serve as members of
the Board of the Company, select nominees for election as directors of the
Company, evaluate the Board's performance, develop and recommend to the Board a
set of corporate governance principles applicable to the Company and provide
oversight with respect to corporate governance and ethical conduct.

COMPOSITION

The Committee shall be composed of three or more directors, as
determined by the board of directors, each of whom shall meet the independence
requirements of the New York Stock Exchange. Members shall be appointed to, and
removed from, the Committee by the Board.

RESPONSIBILITIES

The Committee is charged by the Board with the responsibility to:

1. Identify and evaluate individuals qualified to serve as members of the
Board, select nominees for election as directors of the Company at the next
annual or special meeting of stockholders at which directors are to be elected,
and to identify, evaluate and recommend to the Board individuals to fill any
vacancies or newly created directorships that may occur between such meetings,
taking into account their depth and breadth of experience, wisdom, integrity,
ability to make independent analytical inquiries, understanding of the Company's
business environment and the industry in which it operates, and willingness to
devote adequate time to Board duties.

2. Select directors for appointment to its committees and, as appropriate,
remove directors from Board committees.

3. Cause to be prepared and recommend to the Board the adoption of
corporate governance guidelines applicable to the Company, and periodically
review and assess the guidelines and recommend changes for approval by the
Board.

4. Periodically review and assess the Company's code of business conduct
and ethics for directors, officers and employees and recommend changes for
approval by the Board.

5. Oversee the evaluation of the Board and management and discuss the
evaluation with the full Board.

6. Provide minutes of Committee meetings to the Board, and report to the
Board on any significant matters arising from the Committee's work.

7. At least annually, evaluate the performance of the Committee, review and
reassess this Charter and, if appropriate, recommend proposed changes to the
Board.

8. Make recommendations to the Board regarding issues of management
succession.

9. Perform such other duties and responsibilities as may be assigned to the
Committee by the Board.

AUTHORITY

By adopting this Charter, the Board delegates to the Committee full
authority in its discretion to:

1. Perform each of the responsibilities of the Committee described above.

2. Delegate such of its authority and responsibilities as the Committee
deems proper to members of the Committee or a subcommittee.

3. Appoint a chair of the Committee, unless a chair is designated by the
Board.

4. Engage and terminate search firms, independent counsel and other
advisers as the Committee determines necessary to carry out its
responsibilities, and approve the fees and other terms of retention of such
search firms, independent counsel and other advisers.

5. Cause the officers of the Company to provide such funding as the
Committee shall determine to be appropriate for payment of compensation to any
search firms or other advisers engaged by the Committee.

NATIONAL R.V. HOLDINGS, INC.

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 21, 2004

The undersigned hereby appoints Bradley C. Albrechtsen and Mark D.
Andersen proxies of the undersigned, with full power of substitution, to vote
all shares of Common Stock, par value $.01 per share, of National R.V. Holdings,
Inc., a Delaware Corporation (the "Company"), the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held on Monday,
June 21, 2004 at 9:00 a.m., Pacific Daylight Time, at the Company's
headquarters, 3411 N. Perris Blvd., Perris, California 92571, or any
adjournments or postponements thereof, with all the powers the undersigned would
have if personally present on the following matters:

1. Election of the following WITHHOLD
nominees to serve as AUTHORITY
Class II Directors until FOR to vote
the 2007 Annual Meeting of all for all
Stockholders. nominees nominees

[ ] [ ]
NOMINEES: Robert B. Lee and Gregory McCaffery

INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided below.
------------------------------------------------------------

2. Proposal to ratify and approve the selection by the Board of Directors
of PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as the Company's independent [ ] [ ] [ ]
public accountants for the fiscal
year to end December 31, 2004.

3. In their discretion, the above-named proxies are authorized to vote in
accordance with their own judgment upon such other matters as may
properly come before the Annual Meeting or any adjournments or
postponements thereof.

This proxy when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is indicated, this
proxy will be voted "FOR" the election of all nominees for Directors in Item 1
and "FOR" Item 2 and the proxies will use their discretion with respect to any
matters referred to in Item 3.

The undersigned stockholder(s) acknowledges receipt of an accompanying
Notice of Annual Meeting of Stockholders and accompanying Proxy Statement dated
April 29, 2004.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated: , 2004

Signature(s):
------------------------------------------------

(Note: Please complete, date and sign exactly as your name appears hereon. When
signing as attorney, administrator, executor, guardian, trustee or corporate
official, please add your title. If shares are held jointly, each holder should
sign.)

RETURN THIS PROXY IN THE ENCLOSED ENVELOPE