EXHIBIT 10u.
                      OFFICERS INCENTIVE COMPENSATION PLAN
                               GROUP A - OFFICERS
                            FISCAL PERIOD 2001 - 2002


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                           WINNEBAGO INDUSTRIES, INC.
                      OFFICERS INCENTIVE COMPENSATION PLAN
                            FISCAL PERIOD 2001- 2002


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 (I) 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.

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            (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                           10-17-01
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Bruce D. Hertzke                               Dated
Chairman of the Board, CEO and President


/s/ Frederick M. Zimmerman                     10-17-01
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Frederick M. Zimmerman                         Dated
Human Resources Committee Chairman