WINNEBAGO INDUSTRIES, INC.

                      OFFICERS INCENTIVE COMPENSATION PLAN

                               GROUP A - OFFICERS

                            FISCAL PERIOD 2000 - 2001

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                                  EXHIBIT 10c.

                           WINNEBAGO INDUSTRIES, INC.
                      OFFICERS INCENTIVE COMPENSATION PLAN
                            FISCAL PERIOD 2000 - 2001


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, for
                  payment of earned holdback allocations 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 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.

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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 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)
         stock at 100% 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% bonus (Target) comprised of (2/3) cash and
         (1/3) stock at 100% 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% (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% 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.


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         "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 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 of ficer, 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.


<PAGE>


         (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.

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                             June 14, 2000
----------------------------------------         ------------------
Bruce D. Hertzke                                 Dated
Chairman of the Board, CEO and President


----------------------------------------         June 14, 2000
Gerald C. Kitch                                  ------------------
Human Resources Committee Chairman               Dated


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10/9/00
                             OFFICER INCENTIVE PLAN
                                   2001 FISCAL

                              PERFORMANCE MATRIXES
<TABLE>
<CAPTION>
                               1ST QUARTER MATRIX

              EPS                                              ------
              $  0.33      $ 0.36      $ 0.39      $ 0.41      $ 0.44      $ 0.47      $ 0.50      $ 0.52   $ 0.55
              -----------------------------------------------------------------------------------------------------
<S>           <C>          <C>         <C>         <C>         <C>         <C>         <C>         <C>      <C>
     5.9%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0       187.5%    200.0%
     5.6%       87.5%      100.0%      112.5%      125.5%      137.5%      150.0%      162.5%      175.5%    187.5%
     5.3%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%    175.0%
     5.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%    162.5%
   R -------
   O 4.7%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%    150.0%
   E -------
     4.4%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%    137.5%
     4.1%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%    125.0%
     3.8%       12.5%       25.0%       37.5%       50.0%       67.5%       75.0%       87.5%      100.0%    112.5%
     3.5%        0.0%       12.5%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%    100.0%
              -----------------------------------------------------------------------------------------------------

                             2ND QUARTER-YTD MATRIX
              EPS                                             ------
              $  0.68     $  0.73      $ 0.79      $ 0.84      $ 0.90      $ 0.96      $ 1.01      $ 1.07    $ 1.13
              -----------------------------------------------------------------------------------------------------
    11.8%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%      187.5%    200.0%
    11.2%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%    187.5%
    10.6%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%    175.0%
    10.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%    162.5%
  R  -------
  O  9.4%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%    150.0%
  E  -------
     8.8%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%    137.5%
     8.2%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%    125.0%
     7.6%       12.5%       25.0%       37.5%       50.0%       67.5%       75.0%       87.5%      100.0%    112.5%
     7.1%        0.0%       12.5%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%    100.0%
              -----------------------------------------------------------------------------------------------------

                             3RD QUARTER-YTD MATRIX
              EPS                                              ------
              $  1.16      $ 1.26      $ 1.36      $ 1.45      $ 1.55      $ 1.65      $ 1.74      $ 1.84    $ 1.94
              -----------------------------------------------------------------------------------------------------
    20.3%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%      187.5%    200.0%
    19.2%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%    187.5%
    18.2%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%    175.0%
    17.2%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%    162.5%
  R -------
  O 16.2%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%    150.0%
  E -------
    15.2%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%    137.5%
    14.2%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%    125.0%
    13.2%       12.5%       25.0%       37.5%       50.0%       67.5%       75.0%       87.5%      100.0%    112.5%
    12.2%        0.0%       12.5%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%    100.0%
              -----------------------------------------------------------------------------------------------------

                              2001 YEAR-END MATRIX
               EPS                                             ------
              $  1.53     $  1.66      $ 1.79      $ 1.91      $ 2.04      $ 2.17      $ 2.30      $ 2.42    $ 2.55
              -----------------------------------------------------------------------------------------------------
    26.9%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%      187.5%    200.0%
    25.5%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%      175.0%    187.5%
    24.2%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%      162.5%    175.0%
    22.8%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%      150.0%    162.5%
  R -------
  O 21.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%      137.5%    150.0%
  E -------
    20.2%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%      125.0%    137.5%
    18.8%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%      100.0%      112.5%    125.0%
    17.5%       12.5%       25.0%       37.5%       50.0%       67.5%       75.0%       87.5%      100.0%    112.5%
    16.1%        0.0%       12.5%       25.0%       37.5%       50.0%       62.5%       75.0%       87.5%    100.0%
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