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



EXHIBIT
10h.


AMENDED AND RESTATED

EXECUTIVE CHANGE OF CONTROL AGREEMENT


          This EXECUTIVE CHANGE
OF CONTROL AGREEMENT is made as of December 17, 2008, by and between WINNEBAGO
INDUSTRIES, INC., an Iowa corporation (the “Company”), and Raymond
M. Beebe (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.


          WHEREAS, THE Company and the Executive have previously
entered into the Executive Change of Control Agreement dated January 17,
2001.


          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 to amend and restate the Agreement
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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (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 date of that person’s agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (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)

 	
 “Person” means an
 individual, corporation, limited liability company, partnership, association,
 joint stock company, trust, unincorporated organization or government or political subdivision thereof.

 



          3. 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 Section 4, unless such termination
is a result of: (a) the Executive’s death; (b) the Executive’s Disability (as defined in
Section 3(a) below); (c) the Executive’s Retirement (as defined in Section 3(b)
below); (d) the Executive’s termination by the Company for Cause (as defined in Section 3(c)
below); or (e) the Executive’s decision to terminate employment other than
for Good Reason (as defined in Section 3(d) below).


                    (a)
Disability. If, as a result of
the Executive’s in capacity 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.”


2






                     (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 3(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 re-elect 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;

 	
  

 


3










	
  

 	
  

 	
  

 
	
  

 	
            (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
 materially reduce the Executive’s benefits under
 any such Incentive Plan by reducing such benefits, when 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(e) below.

 	
  

 



                    (e)
Notice of Termination. Any termination
by the Company pursuant to Section 3(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.


4






                     (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 notified 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).


          4.
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).


          5.
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.


               (b) All determinations and computations required to
be made under this Section 5, including whether a Gross-Up Payment is required
under clause (ii) of paragraph 5(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 5 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 5(c) and the
Executive thereafter shall become obligated to make a payment of any Excise
Tax,


5






and if the amount thereof
shall exceed the amount, if any, of any Excise Tax computed by the Accounting
Firm pursuant to this paragraph 5(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 5 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 5(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.


6






                (d) If, after the
receipt by the Executive of an amount advanced by the Company or the subsidiary pursuant to
paragraph 5(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 5 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 5(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.


                (e)
Both the Company and the Executive acknowledge that no legal right to receive a
Gross-Up
Payment pursuant to this Section 5 shall exist unless and until such time as an
Excise tax has been assessed. The payment of severance benefits pursuant to Section 4
of this Agreement (or the payment of any other benefits under this Agreement)
does not create a legal right on behalf of the Executive to receive a Gross-Up Payment.


           6. 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.


           7. 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 7 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.


7






           8.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.


           9.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, Iowa 50436

 



          If to the Executive:


	
  

 	
  

 
	
  

 	
 Raymond
 M. Beebe

 
	
  

 	
 3315
 Sage Avenue

 
	
  

 	
 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.


          10. 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.


          11. 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.


          12. 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.


          13. 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.


8






          14. 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.


          15. Section 409A. This Agreement is intended to satisfy the
short-term deferral exception to Internal Revenue code Section 409A and the
regulations thereunder. This Agreement shall be administered
accordingly; and if necessary, amended to ensure satisfaction of the short-term
deferral exception.


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


	
  

 	
  

 	
  

 
	
  

 	
 COMPANY:

 
	
  

 	
  

 
	
  

 	
 WINNEBAGO
 INDUSTRIES, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Robert
 J. Olson

 Chairman
 of the Board, Chief Executive Officer

 And President

 
	
  

 	
  

 	
  

 
	
  

 	
 EXECUTIVE:

 
	
  

 	
  

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Raymond
 M. Beebe

 


9