WINNEBAGO INDUSTRIES INC
OFFICERS LONG-TERM INCENTIVE PLAN
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<TYPE>EX-10.M
<SEQUENCE>5
<FILENAME>winnebago014695_ex10m.txt
<DESCRIPTION>OFFICERS LONG-TERM INCENTIVE PLAN
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                                  EXHIBIT 10m.
                        OFFICERS LONG-TERM INCENTIVE PLAN
                            FISCAL THREE-YEAR PERIOD

                               2002, 2003 AND 2004

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                           WINNEBAGO INDUSTRIES, INC.
                        OFFICERS LONG-TERM INCENTIVE PLAN
                  FISCAL THREE-YEAR PERIOD 2002, 2003 AND 2004


1.    PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Long-Term
      Incentive Plan (the "Plan") is to promote the long-term growth and
      profitability of Winnebago Industries, Inc. (the "Company") by providing
      its officers with an incentive to achieve long-term corporate profit
      objectives and to attract and retain officers by providing such officers
      with an equity interest in the Company.

2.    ADMINISTRATION.

            a.    HUMAN RESOURCES COMMITTEE. The Plan shall be administered by a
                  Committee (the "Committee") appointed by the Board of
                  Directors.

            b.    POWERS AND DUTIES. The Committee shall have sole discretion
                  and authority to make any and all determinations necessary or
                  advisable for administration of the Plan and may amend or
                  revoke any rule or regulation so established for the proper
                  administration of the Plan. All interpretations, decisions, or
                  determinations made by the Committee pursuant to the Plan
                  shall be final and conclusive.

            c.    ANNUAL APPROVAL. The Committee must approve the Plan prior to
                  the beginning of each new fiscal three (3) year plan period.
                  Each year a new plan will be established for a new three-year
                  period.

3.    PARTICIPATION ELIGIBILITY.

            a.    Participants must be an officer of the Company with
                  responsibilities that can have a real impact on the
                  Corporation's end results.

            b.    The Committee will approve all initial participation prior to
                  the beginning of each new program except as provided for in
                  Section c. below.

            c.    The President of Winnebago Industries, Inc. will make the
                  determination on participation for new participants, for
                  partial awards due to retirement or disability and other
                  related partial year participation issues necessary to
                  maintain routine and equitable administration of the Plan.

4.    NATURE OF THE PLAN. The long-term incentive award is based upon financial
      performance of the Corporation as established by the three (3) year
      Management Plan. The Plan is a three (3) year (fiscal) program that
      provides for an opportunity for an incentive award based on the
      achievement of long-term performance results as measured at the end of the
      three (3) year fiscal period.

The financial performance measurements for this Plan will be earnings per share
and return on equity of the Company for this period. These financial performance
measurements will provide an appropriate balance between quality and quantity of
earnings. The Company's formal three-year financial plan will be the basis on
which actual performance will be measured. The beginning of the fiscal year
stockholders' equity at the first year of this period will be used as the base
figure for the calculation of return on equity. Any stock repurchase program,
adopted or completed outside of the three (3) year Management Plan will not be
considered in the earnings per share and the return on equity calculations.

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5.    METHOD OF PAVMENT. The long-term incentive award will be a performance
      stock grant made in restricted shares of the common stock of Winnebago
      Industries, Inc. The amount of the participants' long-term incentive award
      for the three (3) year fiscal period shall be in direct proportion to the
      financial performance expressed as a percentage (Financial Factor) against
      predetermined award targets for each participant. The results for the
      fiscal three (3) year period will be used in identifying the Financial
      Factor to be used for that plan period when calculating the participant's
      long-term incentive awards.

      The long-term incentive for the officers provides for an opportunity of
      25% of the annualized base salary (Target) to be awarded in restricted
      stock at 100% achievement of the financial long-term objectives of
      earnings per share and return on equity. The annualized base salary figure
      used shall be the salary in place for each participant as of January 2002.
      The stock target opportunity shall be established by dividing the base
      salary target by the mean stock price as of the first business day of the
      three (3) year fiscal period. The resultant stock unit share opportunity
      (at 100% of Plan) will be adjusted up or down as determined by actual
      financial performance expressed as a percentage (Financial Factor) at the
      end of the three (3) year fiscal period.

      A participant must be employed by Winnebago Industries, Inc. at the end of
      the fiscal three (3) year period to be eligible for any long-term
      incentive award except as waived by the President of Winnebago Industries,
      Inc. for normal retirement and disability.

6.    CHANGE IN CONTROL. In the event the Company undergoes a change in control
      during the fiscal three (3) year plan period including, without
      limitation, an acquisition or merger involving the Corporation ("Change in
      Control"), the Committee shall, prior to the effective date of the Change
      in Control (the "Effective Date"), make a good faith estimate with respect
      to the achievement of the financial performance through the end of the
      Plan three (3) year period. In making such estimate, the Committee may
      compare the achievement of the financial performance against the forecast
      through the Plan three (3) year period and may consider such other factors
      as it deems appropriate. The Committee shall exclude from any such
      estimate any and all costs and expenses arising out of or in connection
      with the Change in Control. Based on such estimate, the Committee shall
      make a full three (3) year Plan award within 15 days after the Effective
      Date to all participants.

      "CHANGE IN CONTROL" for the purposes of the Officers Long-Term Incentive
      Plan shall mean 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.)

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      For the purpose of the definition "Change of Control":

            (a)   "Continuing Director" means (i) any member of the Board of
                  Directors of the Company, while such person is 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.

            (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, 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 (I) 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 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)   "Company" means Winnebago Industries, Inc., an Iowa
                  corporation.

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

7.    GOVERNING LAW. Except to the extent preempted by federal law, the
      consideration and operation of the Plan shall be governed by the laws of
      the State of Iowa.

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8.    EMPLOYMENT RIGHTS. Nothing in this Plan shall confer upon any employee the
      right to continue in the employ of the Company, or affect the right of the
      Company to terminate an employee's employment at any time, with or without
      cause.

Approved by:



/s/ Bruce D. Hertzke                           10-17-01
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Bruce D. Hertzke                               Dated
Chairman of the Board, CEO and President


/s/ Frederick M. Zimmerman                     10-17-01
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Frederick M. Zimmerman                         Dated
Human Resources Committee Chairman

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