WINNEBAGO INDUSTRIES INC
EXECUTIVE CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.V
<SEQUENCE>5
<FILENAME>winnebago031779_ex10-v.txt
<DESCRIPTION>EXECUTIVE CHANGE OF CONTROL AGREEMENT
<TEXT>
                                  EXHIBIT 10v.

                      EXECUTIVE CHANGE OF CONTROL AGREEMENT

         This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of March 13 2003,
by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"),
and Roger W. Martin (the "Executive").


                                    RECITALS:

         WHEREAS, the Executive is a senior executive and officer of the Company
and has made and is expected to continue to make major contributions to the
profitability, growth and financial strength of the Company;

         WHEREAS, the Company recognizes that, as is the case for most publicly
held companies, the possibility of a Change of Control (as hereafter defined)
exists;

         WHEREAS, it is in the best interests of the Company, considering the
past and future services of the Executive, to improve the security and climate
for objective decision making by providing for the personal security of the
Executive upon a Change of Control.

         NOW, THEREFORE, in consideration of the foregoing premises and the past
and future services rendered and to be rendered by the Executive to the Company
and of the mutual covenants and agreements hereinafter set forth, the parties
agree as follows:

AGREEMENT:

         1. CONTINUED SERVICE BY EXECUTIVE. In the event a person or entity, in
order to effect a Change of Control, commences a tender or exchange offer,
circulates a proxy to shareholders or takes other steps, the Executive agrees
that the Executive will not voluntarily leave the employ of the Company, and
will render faithful services to the Company consistent with Executive's
position and responsibilities, until the person or entity has abandoned or
terminated its efforts to effect such Change of Control or until such Change of
Control has occurred.

         2. CHANGE OF CONTROL. For purposes of this Agreement, the term "Change
of Control" means the time when (i) any Person becomes an Acquiring Person, or
(ii) individuals who shall qualify as Continuing Directors of the Company shall
have ceased for any reason to constitute at least a majority of the Board of
Directors of the Company; PROVIDED HOWEVER, that in the case of either clause
(i) or (ii) a Change of Control shall not be deemed to have occurred if the
event shall have been approved prior to the occurrence thereof by a majority of
the Continuing Directors who shall then be members of such Board of Directors,
and in the case of clause (i) a Change of Control shall not be deemed to have
occurred upon the acquisition of stock of the Company by a pension,
profit-sharing, stock bonus, employee stock ownership plan or other retirement
plan intended to be qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, established by the Company or any subsidiary of the
Company. (In addition, stock held by such a plan shall not be treated as
outstanding in determining ownership percentages for purposes of this
definition.)

         For the purpose of the foregoing definition of "Change of Control", the
capitalized terms shall have the following meanings:


    (a)  "Continuing Director" means (i) any member of the Board of Directors of
         the Company, while such person as a member of the Board, who is not an
         Affiliate or Associate of any Acquiring Person or of any such Acquiring
         Person's Affiliate or Associate and was a member of the Board prior to
         the time when such Acquiring Person shall have become an Acquiring
         Person, and (ii) any successor of a Continuing Director, while such
         successor is a member of the Board, who is not an Acquiring Person or
         any Affiliate or Associate of any Acquiring Person or a representative
         or nominee of an Acquiring Person or of any affiliate or associate of
         such Acquiring Person and is recommended or elected to succeed the
         Continuing Director by a majority of the Continuing Directors.


<PAGE>



    (b)  "Acquiring Person" means any Person or any individual or group of
         Affiliates or Associates of such Person who acquires beneficial
         ownership, directly or indirectly, of 20% or more of the outstanding
         stock of the Company if such acquisition occurs in whole or in part
         following January 17, 2001, except that the term "Acquiring Person"
         shall not include a Hanson Family Member or an Affiliate or Associate
         of a Hanson Family Member.

    (c)  "Affiliate" means a Person that directly or indirectly through one or
         more intermediaries, controls, or is controlled by, or is under common
         control with, the person specified.

    (d)  "Associate" means (1) any corporate, partnership, limited liability
         company, entity or organization (other than the Company or a
         majority-owned subsidiary of the Company) of which such a Person is an
         officer, director, member, or partner or is, directly or indirectly the
         beneficial owner of ten percent (10%) or more of the class of equity
         securities, (2) any trust or fund in which such person has a
         substantial beneficial interest or as to which such person serves as
         trustee or in a similar fiduciary capacity, (3) any relative or spouse
         of such person, or any relative of such spouse, or (4) any investment
         company for which such person or any Affiliate of such person serves as
         investment advisor.

    (e)  "Hanson Family Member" means John K. Hanson (deceased) and Luise V.
         Hanson (and the executors or administrators of their estates), their
         lineal descendants (and the executors or administrators of their
         estates), the spouses of their lineal descendants (and the executors or
         administrators of their estates) and the John K. and Luise V. Hanson
         Foundation.

    (f)  "Person" means an individual, corporation, limited liability company,
         partnership, association, joint stock company, trust, unincorporated
         organization or government or political subdivision thereof.

         3. SPECIAL BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL. If
a Change of Control shall have occurred while the Executive is still an employee
of the Company, then the Executive shall immediately be entitled to the
following benefits:

                  (a) IMMEDIATE VESTING OF ALL STOCK OPTIONS AND RIGHTS. All
options and rights granted to the Executive by the Company pursuant to the
Company's Stock Option Plan effective as of August 14, 1997, or any successor or
supplemental stock plan shall become immediately exercisable upon a Change of
Control.

                  (b) RETIREE HEALTH INSURANCE. Any plans or policies of the
Company providing for medical, dental, vision or similar benefits for retired
employees existing as of the time of a Change of Control shall, as to the
Executive, not be rescinded or modified in any manner which is adverse to the
Executive following a Change of Control.

                  (c) RESTRICTED STOCK. All non-registered stock of the Company
owned by the Executive, which is subject to restrictions on sale or other
transfer, shall, at the option of the Executive (exercisable at any time by the
delivery of written notice to the Company) be purchased by the Company at its
fair market value. The purchase shall be completed by the Company within thirty
(30) days after the Company receives the written notice of exercise from the
Executive. So long as the Company's stock is traded on the New York Stock
Exchange (the "NYSE"), the "fair market value" shall be the mean between the
highest and lowest reported selling prices as reported by the NYSE on the
business day immediately preceding the day of sale.

         4. OTHER BENEFITS EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL
PURSUANT TO PLAN DOCUMENTS. It is acknowledged that there presently exist other
plans and agreements of the Company which may provide benefits to the Executive
and which contain specific provisions dealing with the occurrence of a change of
control of the Company (as defined in such plan or agreement). Following a
Change of Control, no such plan or agreement shall be rescinded or modified in
any manner which is adverse to the Executive. Such other plans and agreements of
the Company shall mean: (a) the Executive Share Option Program; (b) the Officers
Long-Term Incentive Plan; (c) the Deferred Compensation and Deferred Bonus
Plans; and (d) the Officers Incentive Compensation Plan. Nothing herein shall be
construed to affect the Company's right and ability to terminate or amend any
such plan or agreement (subject to the terms thereof) prior to a Change of
Control.


<PAGE>



         5. TERMINATION FOLLOWING A CHANGE OF CONTROL. If a Change of Control
shall have occurred while the Executive is still an employee of the Company, and
if the Executive's employment with the Company is terminated, within three years
following such Change of Control, then the Executive shall be entitled to the
compensation and benefits provided in Sections 6 and 7, unless such termination
is a result of: (a) the Executive's death; (b) the Executive's Disability (as
defined in Section 5(a) below); (c) the Executive's Retirement (as defined in
Section 5(b) below); (d) the Executive's termination by the Company for Cause
(as defined in Section 5(c) below); or (e) the Executive's decision to terminate
employment other than for Good Reason (as defined in Section 5(d) below).

                  (a) DISABILITY. If, as a result of the Executive's incapacity
due to physical or mental illness, the Executive shall have been absent from his
duties with the Company on a full-time basis for six months and within 30 days
after written notice of termination is thereafter given by the Company the
Executive shall not have returned to the full-time performance of the
Executive's duties, the Company may terminate the Executive for "Disability".

                  (b) RETIREMENT. The term "Retirement" as used in this
Agreement shall mean termination by the Company or the Executive of the
Executive's employment based on the Executive having attained the age of 65 or
such other age as shall have been fixed in any arrangement established with the
Executive's consent with respect to the Executive.

                   (c) CAUSE. The Company may terminate the Executive's
employment for Cause. For purposes of this Agreement only, the Company shall
have "Cause" to terminate the Executive's employment hereunder only on the basis
of (i) fraud, misappropriation or embezzlement on the part of the Executive; or
(ii) intentional misconduct or gross negligence on the part of the Executive
which has resulted in material harm to the Company. Notwithstanding the
foregoing, the Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Company's Board of Directors at a meeting of the
Board called and held for the purpose (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive's counsel, to
be heard before the Board), finding that in the good faith opinion of the Board
the Executive was guilty of conduct set forth in the second sentence of this
Section 5( c) and specifying the particulars thereof in detail. Nothing herein
shall limit the right of the Executive or his beneficiaries to contest the
validity or propriety of any such determination.

                  (d) GOOD REASON. The Executive may terminate the Executive's
employment for Good Reason at any time during the term of this Agreement. For
purposes of this Agreement "Good Reason" shall mean any of the following
(without the Executive's express written consent):

                  (i) the assignment to the Executive by the Company of duties
inconsistent with the Executive's position, duties, responsibilities and status
with the Company immediately prior to a Change in Control of the Company, or a
change in the Executive's titles or offices as in effect immediately prior to a
Change in Control of the Company, or any removal of the Executive from or any
failure to reelect the Executive to any of such positions, except in connection
with the termination of his employment for Disability, Retirement or Cause or as
a result of the Executive's death or by the Executive other than for Good
Reason;

                  (ii) a reduction by the Company in the Executive's base salary
as in effect on the date hereof or as the same may be increased from time to
time during the term of this Agreement or the Company's failure to increase
(within 12 months of the Executive's last increase in base salary) the
Executive's base salary after a Change in Control of the Company in an amount
which at least equals, on a percentage basis, the average percentage increase in
base salary for all officers of the Company effected in the preceding 12 months;

                  (iii) any failure by the Company to continue in effect any
benefit plan or arrangement (including, without limitation, the Company's 401(K)
plan, nonqualified deferred compensation plan, profit sharing plan, group life
insurance plan, and medical, dental, accident and disability plans) in which the
Executive is participating at the time of a Change of Control (or any other
plans providing the Executive with substantially similar benefits) (hereinafter
referred to as "Benefit Plans"), or the taking of any action by the Company
which would adversely affect the Executive's participation in or materially
reduce the Executive's benefits under any such Benefit Plan or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the time of
a Change in Control of the Company;


<PAGE>



                  (iv) any failure by the Company to continue in effect any
incentive plan or arrangement including, without limitation, the Company's
Officers Incentive Compensation Plan, Officers Long-Term Incentive Plan, bonus
and contingent bonus arrangements and credits and the right to receive
performance awards and similar incentive compensation benefits) in which the
Executive is participating at the time of a Change of Control (or any other
plans or arrangements providing him with substantially similar benefits)
(hereinafter referred to as "Incentive Plans") or the taking of any action by
the Company which would adversely affect the Executive's participation in any
such Incentive Plan or reduce the Executive's benefits under any such Incentive
Plan, expressed as a percentage of his base salary, by more than 10 percentage
points in any fiscal year as compared to the immediately preceding fiscal year;

         (v) any failure by the Company to continue in effect any plan or
arrangement to receive securities of the Company in which the Executive is
participating at the time of a Change of Control (or plans or arrangements
providing him with substantially similar benefits) (hereinafter referred to as
"Securities Plans") or the taking of any action by the Company which would
adversely affect the Executive's participation in or materially reduce the
Executive's benefits under any such Securities Plan;

         (vi) a relocation of the Company's principal executive offices to a
location outside of Forest City, Iowa, or the Executive's relocation to any
place other than the location at which the Executive performed the Executive's
duties prior to a Change in Control of the Company, except for required travel
by the Executive on the Company's business to an extent substantially consistent
with the Executive's business travel obligations at the time of a Change in
Control of the Company;

         (vii) any failure by the Company to provide the Executive with the
number of paid vacation days to which the Executive is entitled at the time of a
Change in Control of the Company;

         (viii) any material breach by the Company of any provision of this
Agreement;

         (ix) any failure by the Company to obtain the assumption of this
Agreement by any successor or assign of the Company; or

         (x) any purported termination of the Executive's employment which is
not effected pursuant to a Notice of Termination satisfying the requirements of
Section 3(f), and for purposes of this Agreement, no such purported termination
shall be effective.

         (e) NOTICE OF TERMINATION. Any termination by the Company pursuant to
Section 5(a), (b) or (c) shall be communicated by a Notice of Termination. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate those specific termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provisions so indicated. For purposes of this Agreement, no
such purported termination by the Company shall be effective without such Notice
of Termination.

         (f) DATE OF TERMINATION. "Date of Termination" shall mean (a) if this
Agreement is terminated by the Company for Disability, 30 days after Notice of
Termination is given to the Executive (provided that the Executive shall not
have returned to the performance of the Executive's duties on a full-time basis
during such 30-day period) or (b) if the Executive's employment is terminated by
the Company for any other reason, the date on which a Notice of Termination is
given; provided that if within 30 days after any Notice of Termination is given
to the Executive by the Company the Executive notifies the Company that a
dispute exists concerning the termination, the Date of Termination shall be the
date the dispute is finally determined, whether by mutual agreement by the
parties or upon final judgment, order or decree of a court of competent
jurisdiction (the time for appeal therefrom having expired and no appeal having
been perfected).


<PAGE>



         6. SEVERANCE COMPENSATION UPON TERMINATION OF EMPLOYMENT. If the
Company shall terminate the Executive's employment other than pursuant to
Section 5(a), (b) or (c) or if the Executive shall terminate his employment for
Good Reason, then the Company shall pay to the Executive as severance pay in a
lump sum, in cash, on the fifth day following the Date of Termination, an amount
equal to three (3) times the average of the aggregate annual compensation paid
to the Executive during the three (3) fiscal years of the Company immediately
preceding the Change of Control by the Company subject to United States income
taxes (or, such fewer number of fiscal years if the Executive has not been
employed by the Company during each of the preceding three (3) fiscal years).

         7. ADDITIONAL BENEFITS UPON TERMINATION. If within three years
following a Change of Control, the Company shall terminate the Executive's
employment other than pursuant to Section 5(a), 5(b) or 5( c) or if the
Executive shall terminate his employment for Good Reason, then the Company shall
further provide to the Executive the following benefits:

                  (a) LIFE, DENTAL, VISION, HEALTH AND LONG TERM DISABILITY
COVERAGE. The Executive's participation in, and entitlement to, benefits under:
(i) all life insurance plans of the Company; (ii) all health insurance plans of
the Company, including but not limited to those providing major medical and
hospitalization benefits, dental benefits and vision benefits; and (iii) the
Company's long-term disability plan or plans; as all such plans existed
immediately prior to the Change of Control shall continue as though the
Executive remained employed by the Corporation for an additional period of three
(3) years or until the obtainment of such coverages by the Executive through
another employer, whichever is earlier; provided, however, that in the case of
all health insurance plans of the Company (including but not limited to those
providing major medical and hospitalization benefits, dental benefits and vision
benefits), such three (3) year period shall be extended to the time that the
Executive's attains age 65 (and provided further that the Executive may then be
entitled to certain retiree health insurance under Section 3(c) hereof). To the
extent such participation or entitlement is not possible for any reason
whatsoever, equivalent benefits shall be provided by the Company to the
Executive.

                  (b) AUTOMOBILE BENEFIT. If the Executive is entitled to the
use of a Company-owned automobile at the time of a Change of Control, then title
to such automobile shall be transferred to the Executive (upon termination of
employment as described in Section 7 above) free and clear of all liens and
encumbrances (or, if the Company does not own such automobile at the time of
termination, then the Company shall arrange for the purchase, for the benefit of
the Executive, of a similar make, model and year of automobile).

                  (c) DEFERRED COMPENSATION PLANS. Any vesting requirement
imposed under the provisions of, or rules relating to, the Company's Deferred
Compensation and Deferred Bonus Plans, (including, but not limited to, vesting
conditions requiring that the Executive attain the age of 55 and/or complete
five years of service following a deferral) shall be waived and the Executive
shall be fully vested in all deferrals made under such plans.

         8. EXCISE TAX-ADDITIONAL PAYMENT.

                  (a) Notwithstanding anything in this Agreement or any written
or unwritten policy of the Company to the contrary, (i) if it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement, any other agreement between the Company
and the Executive or otherwise (a "Payment"), would be subject to the excise tax
imposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the
"Code") or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), or (ii) if the Executive shall
otherwise become obligated to pay the Excise Tax in respect of a Payment, then
the Company shall pay to the Executive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax, imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
such Payment.


<PAGE>


                  (b) All determinations and computations required to be made
under this Section 8, including whether a Gross-Up Payment is required under
clause (ii) of paragraph 8(a) above, and the amount of any Gross-Up Payment,
shall be made by the Company's regularly engaged independent certified public
accountants (the "Accounting Firm"). The Company shall cause the Accounting Firm
to provide detailed supporting calculations both to the Company and the
Executive within 15 business days after such determination or computation is
requested by the Executive. Any initial Gross-Up Payment determined pursuant to
this Section 8 shall be paid by the Company to the Executive within 5 days of
the receipt of the Accounting Firm's determination. A determination that no
Excise Tax is payable by the Executive shall not be valid or binding unless
accompanied by a written opinion of the Accounting Firm to the Executive that
the Executive has substantial authority not to report any Excise Tax on his
federal income tax return. Any determination by the Accounting Firm shall be
binding upon the Company and the Executive, except to the extent the Executive
becomes obligated to pay an Excise Tax in respect of a Payment. In the event
that the Company or the subsidiary exhausts or waives its remedies pursuant to
paragraph 8( c) and the Executive thereafter shall become obligated to make a
payment of any Excise Tax, and if the amount thereof shall exceed the amount, if
any, of any Excise Tax computed by the Accounting Firm pursuant to this
paragraph 8(b) in respect to which an initial Gross-Up Payment was made to the
Executive, the Accounting Firm shall within 15 days after Notice thereof
determine the amount of such excess Excise Tax and the amount of the additional
Gross-Up Payment to the Executive. All expenses and fees of the Accounting Firm
incurred by reason of this Section 8 shall be paid by the Company.

                  (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of a Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than ten business days after the Executive
knows of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the thirty-day period following
the date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:

                  (i) give the Company any information reasonably requested
         relating to such claim,

                  (ii) take such action in connection with contesting such claim
         as the Company shall reasonably request in writing from time to time,
         including, without limitation, accepting legal representation with
         respect to such claim by an attorney reasonably selected by the
         Company,

                  (iii) cooperate with the Company in good faith in order
         effectively to contest such claim, and

                  (iv) permit the Company to participate in any proceedings
         relating to such claim;

            PROVIDED, HOWEVER, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this paragraph 8(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company or the subsidiary shall DETERMINE; PROVIDED, HOWEVER, that if the
Company or the subsidiary directs the Executive to pay such claim and sue for a
refund, the Company or the subsidiary shall advance the amount of such payment
to the Executive, on an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax,
including interest or penalties with respect thereto, imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
AND FURTHER PROVIDED, that any extension of the statue of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, control of the contest by the Company shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.


<PAGE>



                  (d) If, after the receipt by the Executive of an amount
advanced by the Company or the subsidiary pursuant to paragraph 8( c), the
Executive becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to compliance with the requirements of Section 8 by the
Company or the subsidiary) promptly pay to the Company or the subsidiary the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company or the subsidiary pursuant to paragraph 8( c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of thirty days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall off-set,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

         9. NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
RIGHTS.

                 (a) The Executive shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by the Executive as the
result of employment by another employer after the Date of Termination, or
otherwise.

                  (b) The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Executive's existing rights, or rights which would accrue solely as
a result of the passage of time, under any Benefit Plan, Incentive Plan or
Securities Plan, employment agreements or other contract, plan or arrangement.

         10. SUCCESSOR TO THE COMPANY.

                  (a) The Company will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) of all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no
such succession or assignment had taken place. Any failure of the Company to
obtain such agreement prior to the effectiveness of any such succession or
assignment shall be a material breach of this Agreement and shall entitle the
Executive to terminate the Executive's employment for Good Reason. As used in
this Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 10 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.

                  (b) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees. If the
Executive should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.

            11. NO GUARANTY OF EMPLOYMENT. Nothing in this Agreement shall be
deemed to entitle the Executive to continued employment with the Company prior
to a Change of Control, and the rights of the Company to terminate the
employment of the Executive, prior to a Change of Control, shall continue as
fully as if this Agreement were not in effect.


<PAGE>


            12. NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt registered, postage prepaid, as follows:

If to the Company:

         Winnebago Industries, Inc.
         Attn:  General Counsel
         605 W. Crystal Lake Road
         P.O. Box 152
         Forest City, IA 50436

If to the Executive:

         Roger W. Martin
         107 Dellwood Drive
         Forest City, IA 50436

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

            13. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of Iowa.

            14. VALIDITY. The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

            15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

            16. LEGAL FEES AND EXPENSES. The Company shall pay all legal fees
and expenses which the Executive may incur as a result of the Company's
contesting the validity, enforceability or the Executive's interpretation of, or
determinations under, this Agreement.

            17. CONFIDENTIALITY. The Executive shall retain in confidence any
and all confidential information known to the Executive concerning the Company
and its business so long as such information is not otherwise publicly
disclosed.

         IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.

                          COMPANY:

                          WINNEBAGO INDUSTRIES, INC.


                          By
                              --------------------------------------------------
                              /s/ Bruce D. Hertzke, Chairman of the Board,
                              Chief Executive Officer and President


                          EXECUTIVE:




                              --------------------------------------------------
                              /s/ Roger W. Martin







</TEXT>
</DOCUMENT>
