EXHIBIT 10p.





                                [WINNEBAGO LOGO]




                      OFFICERS INCENTIVE COMPENSATION PLAN


                               GROUP A - OFFICERS


                               FISCAL PERIOD 2004


<PAGE>

                           WINNEBAGO INDUSTRIES, INC.
                      OFFICERS INCENTIVE COMPENSATION PLAN
                               FISCAL PERIOD 2004

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.

4.   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. 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 based upon one
     or more pre-established financial criteria. These financial performance
     measurements will provide an appropriate balance between quality and
     quantity of earnings. The Board annually establishes the financial
     measurements including a Target, a minimum threshold below which an
     incentive will not be paid and a maximum incentive level.

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 will be


<PAGE>

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

     50% of the quarterly calculated incentive will be paid within 45 days after
     the close of the fiscal quarter. The remaining 50% 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% bonus (Target) comprised of (2/3) cash and (1/3)
     supplementary cash match (pursuant to Section 7) at 100% achievement of the
     financial objectives. The incentive for the Chief Executive Officer
     provides for a 105% bonus (Target) comprised of (2/3) cash and (1/3)
     supplementary cash match (pursuant to Section 7) at 100% achievement of the
     financial objectives.

     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% (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 SUPPLEMENTARY MATCH. Fifty percent (50%) of a participant's cash
     incentive compensation earned for the year, pursuant to Paragraph 5 of the
     Plan will be matched annually. The annual supplementary Company match shall
     be paid as soon as practical after the final year-end compensation
     accounting and payment of any remaining incentive compensation holdback for
     the year. A participant shall be eligible for the supplementary match only
     if such participant is actively employed at the end of the fiscal year.

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 supplementary cash 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,


<PAGE>

     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 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 (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 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.


<PAGE>


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:


/s/ Bruce D. Hertzke                                October 15, 2003
-----------------------------------------           --------------------------
Bruce D. Hertzke                                    Dated
Chairman of the Board, CEO and President


/s/ Frederick M. Zimmerman                          October 15, 2003
-----------------------------------------           --------------------------
Frederick M. Zimmerman                              Dated
Human Resources Committee Chairman