EXHIBIT 10r.




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                                   WINNEBAGO
                                   INDUSTRIES



                        OFFICERS INCENTIVE COMPENSATION
                                      PLAN


                               GROUP A - OFFICERS


                            FISCAL PERIOD 2002-2003


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                           WINNEBAGO INDUSTRIES, INC.
                      OFFICERS INCENTIVE COMPENSATION PLAN
                            FISCAL PERIOD 2002 - 2003


1.   PURPOSE. The purpose of the Winnebago Industries, Inc. Officers Incentive
     Compensation Plan (the "Plan") is to promote the growth and profitability
     of Winnebago Industries, Inc. (the "Company") by providing its officers
     with an incentive to achieve corporate profit objectives and to attract and
     retain officers who will contribute to the achievement of growth and
     profitability of 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 year.

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 and for payment of
          earned holdback allocations due to retirement, disability or death.
          Unless otherwise specified, participants must be employed as of the
          end of the fiscal period for any quarterly incentive payment and
          employed as of the end of the fiscal year to be eligible for any
          holdback.

4.   NATURE OF THE PLAN. The incentive award is based upon financial performance
     of the Corporation as established by the Management Plan. The Plan is an
     annual program that provides for quarterly cumulative measurements of
     financial performance and an opportunity for quarterly incentive payment
     based on performance results.

     The financial performance measurements for this Plan will be earnings per
     share and return on equity of the Company. These financial performance
     measurements will provide an appropriate balance between quality and
     quantity of earnings. The Company's beginning of the fiscal year
     stockholders' equity will be used as the base figure for the calculation of
     return on equity. Any stock repurchase program, adopted or completed
     outside of the Management Plan, will not be considered in the earnings per
     share and the return on equity calculations.

5.   METHOD OF PAYMENT. The amount of the participants' incentive compensation
     for the quarter shall be in direct proportion to the financial performance
     expressed as a percentage (Financial Factor) against predetermined
     compensation targets for each participant. Upon completion of the first
     quarter of the fiscal year, quarterly results thereafter shall be combined
     to form cumulative fiscal year-to-date results. The results for the
     respective period


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     will be used in identifying the Financial Factor to be used for that period
     when calculating the participants' incentive compensation.

     50 percent of the quarterly calculated incentive will be paid within 45
     days after the close of the fiscal quarter. The remaining 50 percent of the
     quarterly calculated incentive will be held back and carried forward into
     the next cumulative quarter. At the end of the fourth fiscal quarter
     (fiscal year end), a final year-end accounting will be made prior to the
     payment of any remaining incentive holdback for the year.

     The incentive for the officers except for the Chief Executive Officer,
     provides for a 60 percent bonus (Target) comprised of (2/3) cash and (1/3)
     stock at 100 percent achievement of the financial objectives of earnings
     per share and return on equity. The incentive for the Chief Executive
     Officer provides for a 87.5 percent bonus (Target) comprised of (2/3) cash
     and (1/3) stock at 100 percent achievement of the financial objectives of
     earnings per share and return on equity.

     A participant must be employed by Winnebago Industries, Inc. at the end of
     the fiscal year to be eligible for any previous quarterly holdback
     allocations except as waived by the President of Winnebago Industries, Inc.
     for normal retirement and disability.

6.   STRATEGIC PERFORMANCE. The Human Resources Committee reserves the right to
     modify the core incentive eligibility by plus/minus 20 percent (of the
     calculated Financial Factor) based upon strategic organizational
     priorities. Strategic performance will be measured at the end of the fiscal
     year only. Strategic measurements may focus on one or more of the following
     strategic factors but are not limited to those stated.

          Revenue Growth                     Customer Satisfaction
          Market Share                       Inventory Management
          Product Quality                    Technical Innovation
          Product Introductions              Ethical Business Practices

7.   ANNUAL STOCK MATCH. 50 percent of the total cash incentives earned for the
     year will be matched annually and paid in restricted stock to encourage
     stock ownership and promote the long-term growth and profitability of
     Winnebago Industries, Inc.

8.   CHANGE IN CONTROL. In the event the Company undergoes a change in control
     during the Plan year 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 year immediately
     preceding the Effective Date. In making such estimate, the Committee may
     compare the achievement of the finance performance against forecast through
     the Plan period and may consider such 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 Plan year award within 15
     days after the Effective Date to all participants. Any holdback for
     previous period(s) will be released and paid to the participant together
     with the annual stock match payment earned.

     CHANGE IN CONTROL. For the purposes of the Officers Incentive Compensation
     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


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     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 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 percent 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 (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
               percent) 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.


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9.   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.

10.  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:


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Bruce D. Hertzke                                              Dated
Chairman of the Board, CEO and President


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Frederick M. Zimmerman                                        Dated
Human Resources Committee Chairman