Exhibit 10z to Winnebago Industries, Inc. Form 10-K for fiscal year ended 8-29-2009



EXHIBIT 10z.


THE WINNEBAGO INDUSTRIES, INC


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


Effective as of January 1, 2009.






WINNEBAGO INDUSTRIES, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


ARTICLE I - PURPOSE;
EFFECTIVE DATE


	
  

 	
  

 
	
 1.1.

 	
 Purpose. The purpose of this Supplemental Executive
 Retirement Plan (hereinafter, the “Plan”) is to provide supplemental benefits to a select group of highly
 compensated employees of WINNEBAGO INDUSTRIES, INC. (and
 its selected subsidiaries and/or affiliates) generally payable upon the
 participant’s termination of service. This Plan is intended to be an
 amendment and restatement of the
 Winnebago Executive Split Dollar life Insurance Program, previously maintained by the Company, including all
 arrangements between the Company and the Participants such as shared interest in specific life insurance
 policies. It is intended that the Plan will aid in retaining and
 attracting individuals of exceptional ability by providing them with these benefits.

 
	
  

 	
  

 
	
 1.2.

 	
 Effective Date. This amended and restated Plan shall be
 initially effective as of January 1, 2009. It is the intent that all of the benefits
 provided under this Plan will be subject to the terms of Section 409A of the
 Code.

 
	
  

 	
  

 
	
 1.3.

 	
 Plan Type. For purposes of
 §409A, benefits payable to the Participants, and their beneficiaries, under this Plan,
 shall be considered to be benefits payable from a non-account balance plan as
 defined
 in Treas. Reg. §1.409A -l(c)(2)(i)(C), or as otherwise provided by the Code.

 


ARTICLE II - DEFINITIONS


                                        For
the purpose of this Plan, the following terms shall have the meanings indicated, unless the
context clearly indicates otherwise:


	
  

 	
  

 
	
 2.1.

 	
 Beneficiary. “Beneficiary” means
 the person, persons or entity as designated by the Participant, entitled
 under Article VI to receive any Plan benefits payable after the Participant’s
 death.

 
	
  

 	
  

 
	
 2.2.

 	
 Board. “Board” means the
 Board of Directors of the Company.

 
	
  

 	
  

 
	
 2.3.

 	
 Code. “Code” means the
 Internal Revenue Code of 1986, as may be amended from time to time. Any
 reference in this Plan to “applicable guidance”, “further guidance” or other
 similar term shall include any proposed, temporary or final regulations, or
 any other guidance, promulgated with respect to or in connection with Section 409A by
 the U.S. Department of Treasury or the Internal Revenue Service.

 
	
  

 	
  

 
	
 2.4.

 	
 Committee. “Committee” means the
 Committee appointed by the Board to administer the Plan pursuant to Article
 VII.

 














	
  

 	
  

 
	
 2.5.

 	
 Company. “Company” means
WINNEBAGO INDUSTRIES, INC. an
 Iowa-based corporation, and any
 directly or indirectly affiliated subsidiary corporations, any other
 affiliate designated by the Board, or any
 successor to the business thereof.

 
	
  

 	
  

 
	
 2.6.

 	
 Disability. “Disability means a
 physical or mental condition whereby the Participant: (i) is unable to engage in any
 substantial gainful activity by reason of any medically determinable physical or mental
 impairment which can be expected to result in death or can be expected to last for a continuous
 period of not less than 12 months, or (ii) is, by reason of any medically
 determinable physical or mental impairment which can be expected to result in
 death or can be expected to last for a continuous period of not less than 12
 months, receiving income replacement benefits for a period of not less than 3
 months under an accident and health plan covering employees of the
 participant’s employer.

 
	
  

 	
  

 
	
 2.7.

 	
 Distribution Election. “Distribution
 Election” means the form prescribed by the Committee and completed by the
 Participant, indicating the chosen form of payment for benefits payable under
 this Plan, as elected by the
 Participant.

 
	
  

 	
  

 
	
 2.8.

 	
 Early Retirement Date. “Early Retirement
 Date” means the termination of a Participant’s employment with the Company, for reasons other
 than death or Disability, at any time prior to the Participant’s Normal
 Retirement Date.

 
	
  

 	
  

 
	
 2.9.

 	
 Normal Retirement Benefit. “Normal Retirement
 Benefit” means the amount payable under the terms of this Plan to a Participant based upon
 termination, for reason other than death, at the Normal Retirement Date.
 Such benefit amount shall be stated in the Participation Agreement as either (i) an annual
 dollar amount payable in the form of a fifteen (15) year installment payment,
 or (ii) a lump sum option. The Participant shall choose the form of the
 Normal Retirement Benefit as provided in section 4.5, below. The Normal Retirement
 Benefit stated in the Participation Agreement shall be increased by 5% for
 each full year of continuous service performed by the Participant for the
 Company after the Normal Retirement Date.

 
	
  

 	
  

 
	
 2.10.

 	
 Normal Retirement Date. “Normal Retirement
 Date” means the termination of a Participant’s employment with the Company, for reasons
 other than death or Disability, on or after the attainment of age sixty-five (65).

 
	
  

 	
  

 
	
 2.11.

 	
 Participant. “Participant” means
 any individual who is eligible, pursuant to Section 3.1, below, to participate
 in this Plan. Such individual shall remain a Participant in this Plan during
 employment with the Company, and until such time as all benefits payable
 under this Plan have been paid in accordance with the provisions hereof.

 
	
  

 	
  

 
	
 2.12.

 	
 Participation Agreement. “Participation
 Agreement” means document entered into between the Participant and the
 Company which contains, among other things, information specific to that Participant, including
 the Normal Retirement Benefit, and an acknowledgement of the performance of any
 conditions required for participation in this Plan.

 














	
  

 	
  

 
	
 2.13.

 	
 Plan. “Plan” means this
 Supplemental Executive Retirement Plan as amended from time to time.

 
	
  

 	
  

 
	
 2.14.

 	
 Specified Employees. “Specified Employees”
 means a Participant who is determined by the Committee to be a “specified
 employee” under the provisions of Treas. Reg. §1.409A-l(i) and other
 applicable guidance, provided that the Company (or a member of the same group
 of controlled
 entities as the Company) is publicly traded on an established stock exchange.

 
	
  

 	
  

 
	
 2.15.

 	
 Supplemental Retirement Benefit. “Supplemental
 Retirement Benefit” means the Normal Retirement Benefit determined under Article IV
 of this Plan, and adjusted as appropriate for early termination, early
 commencement, and alternative forms of payment elected by the Participant.

 
	
  

 	
  

 
	
 2.16.

 	
 Termination. “Termination”,
 “terminates employment” or any other similar such phrase means a Participant’s
 “separation from service” with the Company, for any reason, within the meaning of Section 409A
 of the Code, and Treas. Reg. §1.409A-l(h) and other applicable guidance.

 


ARTICLE III - ELIGIBILITY AND
PARTICIPATION


	
  

 	
  

 	
  

 
	
 3.1.

 	
 Eligibility and Participation. The Compensation
 Committee of the Board shall have the sole right to set eligibility requirements and offer participation into
 the Plan according to the following guidelines:

 
	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Eligibility. Eligibility to
 participate in the Plan shall be limited to those select key employees of
 Company who are designated by the Committee from time to time, and who were participants in
 the Winnebago Executive Split Dollar life Insurance Program as of January 1, 2008.

 
	
  

 	
 b)

 	
 Participation. An individual’s
 participation in the Plan shall be effective upon the individual first
 becoming eligible to participate, completion of a Participation Agreement,
 and a Distribution Election form, and acceptance of each by the Committee.
 Subject to Section 3.2, participation in the Plan shall continue until such
 time as the Participant terminates employment with Company and as long
 thereafter as the Participant is eligible to receive benefits under this Plan.

 
	
  

 	
  

 	
  

 
	
 3.2.

 	
 Change in Status. If the Committee
 determines that a Participant’s employment performance is no longer at a level
 that warrants reward through participation in this Plan, but does not
 terminate the Participant’s employment with Company, participation herein and
 eligibility to receive benefits hereunder shall be limited to the
 Supplemental Retirement Benefit determined as if the Participant were to have
 terminated service as of the date designated by the Board (“Participation
 Termination Date”).

 










ARTICLE IV - SUPPLEMENTAL
BENEFITS


	
  

 	
  

 	
  

 
	
 4.1.

 	
 Normal Retirement Benefit. If a Participant
 terminates services at or after the Normal Retirement Date, Company shall pay to Participant a Supplemental
 Retirement Benefit equal to the amount of
 the Normal Retirement Benefit as set forth in the Participant’s Participation
 Agreement, and elected by the
 Participant as provided in section 4.5, below.

 
	
  

 	
  

 	
  

 
	
 4.2.

 	
 Early Retirement Benefit. If a Participant
 terminates services before the Normal Retirement Date, Company shall pay to
 the Participant an annual Supplemental Retirement Benefit equal to the amount of the Normal Retirement
 Benefit, as elected by the Participant as provided in section 4.5, below, and reduced as provided below:

 
	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Early
 Termination Factor - 2-1/2% for each year that the Participant’s
 termination (or if earlier,
 the Participation Termination Date described above in section 3.2, above)
 occurs before age 65; plus,

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Early
 Payout Factor - 2-1/2% for each year that the commencement of payment
 occurs before age 65, in the
 event that the Participant chooses a time of payment other than defined under
 the Normal Retirement Benefit.

 
	
  

 	
  

 	
  

 
	
 4.3.

 	
 Disability Benefit. If a Participant
 suffers a Disability, the Participant shall continue to be considered a
 Participant in this Plan during the period of Disability until the earlier of
 the Participant’s Normal Retirement Date or date of termination, at which
 time the Participant shall be paid a Supplemental Benefit as provided in
 paragraph 4.1 or 4.2 as applicable.

 
	
  

 	
  

 	
  

 
	
 4.4.

 	
 Payment to Specified Employees. Notwithstanding
 anything else to the contrary, payments of benefits under this Article caused
 by the termination of employment (other than by reason of death) of a Participant who is determined
 to meet the definition of Specified Employee at the time of termination shall be payable as otherwise
 provided, except that the initial payment shall be made no earlier than the
 six (6) months following the termination of employment with the Company.

 
	
  

 	
  

 	
  

 
	
 4.5.

 	
 Alternate Time and/or Form of Payment. A Participant, who is
 not then receiving benefits under this Plan or under the Winnebago Executive
 Split Dollar life Insurance Program, shall choose a time and/or form of
 benefit payment with respect to the Normal Retirement Benefit, provided that
 such choice is of one of the forms listed below, is applicable to the entire
 benefit payable under this Article, and such choice is filed with the
 Committee on or before December 31, 2008. This provision is intended to
 comply with the relief of the provisions of Section 409A(a)(3) and (4) of the
 Code and any regulations or further guidance issued thereon and which is
 permitted by
 Treasury Notice 2005-2 and subsequent guidance, so that any election filed by
 December 31, 2008 does not apply to any amounts which were otherwise payable in
 2008, nor does it accelerated any payment into 2008. The times and forms of benefit
 which may be chosen by the Participant are:

 
	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Lump
 sum equivalent payable at Termination (but in no event prior to Participant’s
 age 55);

 














	
 	
  

 	
  

 
	
  

 	
 b)

 	
 Lump
 sum equivalent payable at the later of Termination or Normal Retirement Age;

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 15
 annual installments commencing at Termination (but in no event prior to
 Participant’s age 55); and

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 15
 annual installments commencing at the later of Termination or Normal
 Retirement Age.

 
	
  

 	
  

 	
  

 
	
  

 	
 If no
 election is made by the Participant prior to December 31, 2008, the
 Participant will be deemed to have elected 15annual installments commencing at the later of Termination or
 Normal Retirement Age. Subject to section 4.4, all payments under section 4.1
 and 4.2 shall commence on or about the April 1 immediately following the date
 chosen above, and subsequent payments, if appropriate, shall be made on or about the
 anniversary of the initial payment.

 






	
  

 	
  

 
	
 4.6.

 	
 Death Benefits. In the event of death
 of a Participant, a benefit shall be paid in lieu of any other further
 benefit which may be due under this Plan following the date of death in the
 following manner, based on the time of death, or as may otherwise be provided
 for in the Participation Agreement:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If
death occurs.... 

 	
  

 	
  

 	
 The
death benefit shall be equal to...  

 
	
  

 	
 Prior
 to commencement of benefit payments

 	
  

 	
  

 	
 20
 times the annual Normal Retirement Benefit 

 
	
  

 	
 After
 commencement of payments, but prior to the 5th installment payment

 	
  

 	
  

 	
 The number of remaining
 installment payments plus 5 times the
 annual Normal Retirement Benefit
 

 
	
  

 	
 After
 the 5th but prior to the 11th annual installment

 	
  

 	
  

 	
 The number of remaining
 installment payments plus 3 times the
 annual Normal Retirement Benefit
 

 
	
  

 	
 After
 the 11th but prior to the 15th annual installment

 	
  

 	
  

 	
 The number of remaining
 installment payments plus 1 times the
 annual Normal Retirement Benefit
 

 
	
  

 	
 After completion of
 Supplemental Retirement Benefit (including payment of a lump sum)

 	
  

 	
  

 	
 $ 0 

 






	
  

 	
  

 
	
  

 	
 The
 Death Benefit under this section shall be payable in a lump sum to the
 Participant’s Beneficiary
 as soon as practical, but in no event later than sixty (60) days after all
 information necessary to calculate the
 benefit amount has been received by Company.

 
	
  

 	
  

 
	
 4.7.

 	
 Withholding; Payroll Taxes. Company shall withhold
 from payments hereunder any taxes required to be withheld from such payments
 under local, state or federal law. A Beneficiary, however, may elect not to have withholding
 of federal income tax pursuant to Section 3405 (a) (2) of the Code, or any successor provision thereto.

 
	
  

 	
  

 
	
 4.8.

 	
 Payment to Guardian. If a Plan benefit is
 payable to a minor or a person declared incompetent or to a person
 incapable of handling the disposition of property, the Committee may direct
 payment to the guardian, legal representative or person having the care and
 custody of such minor, or incompetent person. The Committee may require proof
 of incompetency, minority, incapacity

 














	
  

 	
  

 
	
  

 	
 or
 guardianship as it may deem appropriate prior to distribution. Such
 distribution shall completely
 discharge the Committee and Company from all liability with respect to such
 benefit.

 


ARTICLE V - BENEFICIARY
DESIGNATION


	
  

 	
  

 	
  

 
	
 5.1.

 	
 Beneficiary Designation. Each Participant shall
 have the right, at any time, to designate one (1) or more persons or
 entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event
 of Participant’s death prior to complete distribution of the Participant’s benefits. Each Beneficiary
 designation shall be in a written form prescribed by the Committee and shall be effective only when filed
 with the Committee during the Participant’s lifetime.

 
	
  

 	
  

 	
  

 
	
 5.2.

 	
 Changing Beneficiary. Any Beneficiary
 designation may be changed by a Participant without the consent of the
 previously named Beneficiary by the filing of a new Beneficiary designation
 with the Committee.

 
	
  

 	
  

 	
  

 
	
 5.3.

 	
 No Beneficiary Designation. If any Participant
 fails to designate a Beneficiary in the manner provided above, if the
 designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or
 before complete distribution of the Participant’s benefits, the Participant’s
 Beneficiary shall be the person in the first of the following classes in
 which there is a survivor:

 
	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 The
 Participant’s surviving spouse;

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 The
 Participant’s children in equal shares, except that if any of the children
 predeceases the Participant
 but leaves surviving issue, then such issue shall take by right of
 representation the share the deceased
 child would have taken if living;

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 The Participant’s estate.

 
	
  

 	
  

 	
  

 
	
 5.4.

 	
 Effect of Payment. Payment to the
 Beneficiary shall completely discharge the Company’s obligations under this
 Plan.

 


ARTICLE VI - ADMINISTRATION


	
  

 	
  

 
	
 6.1.

 	
 Committee; Duties. This Plan shall be
 administered by the Committee, which shall have the authority to make,
 amend, interpret and enforce all appropriate rules and regulations for the
 administration of the Plan and decide or resolve any and all questions,
 including interpretations of the Plan, as they may arise in such administration. A
 majority vote of the Committee members shall control any decision. Members of
 the Committee may be Participants under this Plan.

 
	
  

 	
  

 
	
 6.2.

 	
 Compliance with Section 409A of the Code. It is intended that
 the Plan comply with the provisions
 of Section 409A of the Code, so as to prevent the inclusion in gross income
 of any amounts deferred hereunder in a taxable year that is prior to the
 taxable year or years in which

 














	
  

 	
  

 
	
  

 	
 such
 amounts would otherwise actually be paid or made available to Participants or
 Beneficiaries. This Plan shall be construed, administered, and governed
 in a manner that effects such intent, and the Committee shall not take any action that
 would be inconsistent with such intent. Although the Committee shall use its best efforts to
 avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of
 deferrals under this Plan is not warranted or guaranteed. Neither the
 Company, the Board, any director, officer, employee and advisor, nor the
 Committee (nor its designee) shall be held liable for any taxes, interest,
 penalties or other monetary amounts owed by any Participant, Beneficiary or other
 taxpayer as a result of the Plan. For purposes of the Plan, the phrase
 “permitted by Section 409A of the Code,” or words or phrases of similar import, shall mean that the event or
 circumstance shall only be permitted to the extent it would not cause an
 amount deferred or payable under the Plan to be includible in the gross
 income of a Participant or
 Beneficiary under Section 409A(a)(l) of the Code.

 
	
  

 	
  

 
	
 6.3.

 	
 Agents. The Committee may,
 from time to time, employ agents and delegate to them such administrative duties as it sees fit, and
 may from time to time consult with counsel who may be counsel to the Company.

 
	
  

 	
  

 
	
 6.4.

 	
 Binding Effect of Decisions. The decision or
 action of the Committee with respect to any question arising out of or in
 connection with the administration, interpretation and application of the
 Plan and the rules and regulations promulgated hereunder shall be final,
 conclusive and binding upon all persons having any interest in the Plan.

 
	
  

 	
  

 
	
 6.5.

 	
 Indemnity of Committee. The Company shall indemnify
 and hold harmless the members of the Committee against any and all claims,
 loss, damage, expense or liability arising from any action or failure to act
 with respect to this Plan on account of such member’s service on the
 Committee, except in the case of gross negligence or willful misconduct.

 


ARTICLE VII - CLAIMS PROCEDURE


	
  

 	
  

 	
  

 
	
 7.1.

 	
 Claim. Any person or entity
 claiming a benefit, requesting an interpretation or ruling under the Plan (hereinafter referred to as
 “Claimant”), or requesting information under the Plan shall present the
 request in writing to the Committee, which shall respond in writing as soon
 as practical, but in no event later than ninety (90) days after receiving the
 initial claim (or no later than forty-five (45) days after receiving the initial claim regarding a Disability under
 this Plan).

 
	
  

 	
  

 
	
 7.2.

 	
 Denial of Claim. If the claim or
 request is denied, the written notice of denial shall state:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 The reasons for denial,
 with specific reference to the Plan provisions on which the denial is based;

 
	
  

 	
  

 
	
  

 	
 b)

 	
 A
 description of any additional material or information required and an
 explanation of why it is necessary, in which event the time frames listed in
 section 8.1 shall be one hundred and eighty (180) and seventy-five (75) days
 from the date of the initial claim respectively; and

 
	
  

 	
  

 
	
  

 	
 c)

 	
 An
 explanation of the Plan’s claim review procedure.

 














	
  

 	
  

 
	
 7.3.

 	
 Review of Claim. Any Claimant whose
 claim or request is denied or who has not received a response within sixty
 (60) days (or one hundred and eighty (180) days in the event of a claim regarding a Disability)
 may request a review by notice given in writing to the Committee. Such request must be made
 within sixty (60) days (or one hundred and eighty (180) days in the event of
 a claim regarding a Disability) after receipt by the Claimant of the written
 notice of denial, or in the event Claimant has not received a response sixty
 (60) days (or one hundred and eighty (180) days in the event of a claim
 regarding a Disability) after receipt by the Committee of Claimant’s claim or request. The
 claim or request shall be reviewed by the Committee which may, but shall not be required to,
 grant the Claimant a hearing. On review, the claimant may have
 representation, examine pertinent documents, and submit issues and comments
 in writing.

 
	
  

 	
  

 
	
 7.4.

 	
 Final Decision. The decision on review
 shall normally be made within sixty (60) days (or forty- five (45) days in the
 event of a claim regarding a Disability) after the Committee’s receipt of claimant’s claim or
 request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be
 notified and the time limit shall be one hundred twenty (120) days (or ninety (90) days in the event of a claim
 regarding a Disability). The decision shall be in writing and shall state the reasons and the
 relevant Plan provisions. All decisions on review shall be final and
 bind all parties concerned.

 


ARTICLE VIII - AMENDMENT AND
TERMINATION OF PLAN


	
  

 	
  

 	
  

 
	
 8.1.

 	
 Amendment. The Board may at any
 time amend the Plan by written instrument, notice of which is given to all
 Participants and to Beneficiary receiving installment payments, except that
 no amendment
 shall reduce the amount vested or accrued benefit as of the date the
 amendment is adopted.

 
	
  

 	
  

 
	
 8.2.

 	
 Company’s
 Right to Terminate.
 The Board may, in its sole discretion, terminate the entire Plan, or terminate a portion of the Plan that is
 identified as a non-account balance plan as defined in Treas. Reg. §1.409A
 -l(c)(2)(i)(C), and require distribution of all benefits due under the Plan
 or portion thereof, provided that:

 
	
  

 	
  

 
	
  

 	
 a)

 	
 The termination of the
 Plan does not occur proximate to a downturn in the financial health, as determined by the Committee, of the Company;

 
	
  

 	
  

 
	
  

 	
 b)

 	
 The
 Company also terminates all other plans or arrangements which are considered
 to be of a similar type as defined in Treas. Reg. § 1.409A -l(c)(2)(i), or as
 otherwise provided by the Code, as the portion of the Plan which has been
 terminated;

 
	
  

 	
  

 
	
  

 	
 c)

 	
 No
 payments made in connection with the termination of the Plan occur earlier
 than 12 months following the Plan termination date other than payments the
 Plan would have made irrespective of Plan termination;

 
	
  

 	
  

 
	
  

 	
 d)

 	
 All payments made in
 connection with the termination of the Plan are completed within 24 months following the Plan termination date;

 














	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 The
 Company does not establish a new plan of a similar type as defined in Treas.
 Reg. §1.409A -l(c)(2)(i), within 3 years following the Plan termination date
 of the portion of the Plan which has been terminated; and,

 
	
  

 	
  

 
	
  

 	
 f)

 	
 The
 Company meets any other requirements deemed necessary to comply with
 provisions of the Code and applicable regulations which permit the
 acceleration of the time and form of payment made in connection with plan
 terminations and liquidations.

 


ARTICLE IX - MISCELLANEOUS


	
  

 	
  

 
	
 9.1.

 	
 Unfunded Plan. This plan is an
 unfunded plan maintained primarily to provide deferred compensation benefits
 for a select group of “management or highly-compensated employees” within the meaning of
 Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as
 amended (“ERISA”), and therefore is exempt from the provisions of Parts 2, 3
 and 4 of
 Title 1 of ERISA.

 
	
  

 	
  

 
	
 9.2.

 	
 Unsecured General Creditor. Notwithstanding any
 other provision of this Plan, Participants and Participants’ Beneficiary
 shall be unsecured general creditors, with no secured or preferential rights to any assets of
 Company or any other party for payment of benefits under this Plan. Any property held by
 Company for the purpose of generating the cash flow for benefit payments
 shall remain
 its general, unpledged and unrestricted assets. Company’s obligation under
 the Plan shall be an unfunded and unsecured promise to pay money in the future.

 
	
  

 	
  

 
	
 9.3.

 	
 Trust Fund. Company shall be responsible
 for the payment of all benefits provided under the Plan. At its
 discretion, Company may establish one (1) or more trusts, with such trustees as the Board may approve, for the purpose of
 assisting in the payment of such benefits. The assets of any such trust shall be held for payment of all
 Company’s general creditors in the event of insolvency. To the extent any
 benefits provided under the Plan are paid from any such trust, Company shall have no further obligation to pay them. If not
 paid from the trust, such benefits shall remain the obligation of Company.

 
	
  

 	
  

 
	
 9.4.

 	
 Nonassignability. Neither a Participant
 nor any other person shall have any right to commute, sell, assign, transfer, pledge,
 anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey
 in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to
 which are, expressly declared to be unassignable and non- transferable. No part of the amounts payable
 shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts,
 judgements, alimony or separate maintenance owed by a Participant or any
 other person, nor be transferable by operation of law in the event of a
 Participant’s or any other person’s bankruptcy or insolvency.

 
	
  

 	
  

 
	
 9.5.

 	
 Not a Contract of Employment; Not a Contract for Services. This Plan shall not
 constitute an agent’s contract
 or a contract for services of any kind between the Company and the
 Participant. Nothing in this Plan shall
 give a Participant the right to retain the Participant’s full time soliciting agent’s contract or otherwise be
 retained in the service of the Company or to interfere with the right of the
 Company to terminate its relationship with a Participant at any time, in
 accordance

 














	


 	
  

 
	
  

 	
 with the terms of the
 Participant’s full time soliciting agent’s contract or other contract
 governing the relationship between the parties.

 
	
  

 	
  

 
	
 9.6.

 	
 Protective
 Provisions. A
 Participant will cooperate with Company by furnishing any and all information requested by Company, in order to
 facilitate the payment of benefits hereunder, and by taking such physical examinations as Company
 may deem necessary and taking such other action as may be requested by Company.

 
	
  

 	
  

 
	
 9.7.

 	
 Governing
 Law. The
 provisions of this Plan shall be construed and interpreted according to the laws of the State of Iowa, except as
 preempted by federal law.

 
	
  

 	
  

 
	
 9.8.

 	
 Validity. If any provision of
 this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect
 the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid
 provision had never been inserted herein.

 
	
  

 	
  

 
	
 9.9.

 	
 Notice. Any notice required
 or permitted under the Plan shall be sufficient if in writing and hand
 delivered or sent by registered or certified mail. Such notice shall be
 deemed given as of the date of
 delivery or, if delivery is made by mail, as of the date shown on the
 postmark on the receipt for registration
 or certification. Mailed notice to the Committee shall be directed to the
 company’s address. Mailed notice to
 a Participant or Beneficiary shall be directed to the individual’s last known address in company’s records.

 
	
  

 	
  

 
	
 9.10.

 	
 Successors. The provisions of this Plan shall bind and
 inure to the benefit of Company and its successors
 and assigns. The term successors as used herein shall include any corporate
 or other business entity which
 shall, whether by merger, consolidation, purchase or otherwise acquire all or
 substantially all of the business and assets of Company, and successors of
 any such corporation or other business entity.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WLNNEBAGO INDUSTRIES, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BY: 

 	
 

 
	
  

 	
 Vice President, General Counsel & Secratary

 
	
  

 	
  

 	
  

 
	
  

 	
 DATED: 

 	
 November 20, 2008