EXHIBIT 10i.




                                [WINNEBAGO LOGO]


                        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 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 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 PAYMENT. 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 participants
     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 cash 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 resultant cash
     award 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.

7.   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.)

     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


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               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.

8.   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.

9.   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
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Bruce D. Hertzke                                    Dated
Chairman of the Board, CEO and President


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