Notice of Annual Meeting
of Shareholders
to be held December 16, 2008

To the Shareholders of
Winnebago Industries, Inc.

The Annual Meeting of Shareholders of Winnebago Industries, Inc. will be held on Tuesday, December 16, 2008, at 4:00 p.m., Central Standard Time, in Winnebago Industries’ South Office Complex Theater, 605 West Crystal Lake Road, Forest City, Iowa, for the following purposes:

The Board of Directors of the Company has fixed the close of business on October 7, 2008, as the record date for the determination of shareholders entitled to notice of and to vote at this meeting and at any and all adjournments thereof.

	By Order of the Board of Directors
	Raymond M. Beebe Secretary

Forest City, Iowa
October 29, 2008

Your Vote Is Important

Whether or not you expect to attend the meeting in person, please vote via the Internet or telephone, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted. A prompt response is helpful and your cooperation is appreciated.

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Principal Executive Offices:
P.O. Box 152
Forest City, Iowa 50436

WINNEBAGO INDUSTRIES, INC.

FORWARD-LOOKING INFORMATION

Statements in this proxy statement not based on historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there is no assurance that the expected results will be achieved. These statements include (without limitation) statements as to future expectations, beliefs, plans, strategies, objectives, events, conditions, and financial performance. These statements are intended to constitute “forward-looking” statements in connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Winnebago Industries, Inc., an Iowa corporation (the “Company,” “Winnebago Industries,” “we,” “us” and “our”), is providing this cautionary statement to disclose that there are important factors that could cause actual results to differ materially from those anticipated. Reference is made to our Annual Report on Form 10-K for the fiscal year ended August 30, 2008 (the “2008 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for a list of such factors.

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by our Board of Directors of proxies to be used at the Annual Meeting of Shareholders of the Company to be held in our South Office Complex Theater, 605 West Crystal Lake Road, Forest City, Iowa on December 16, 2008, at 4:00 p.m., Central Standard Time, and at any and all adjournments thereof (the “Annual Meeting” or the “Meeting”).

In accordance with rules and regulations adopted by the SEC, instead of mailing a printed copy of our proxy materials to each shareholder of record, we are now furnishing proxy materials to our shareholders on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless specifically requested. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

It is anticipated that the Notice of Internet Availability of Proxy Materials will be mailed to shareholders on or about October 29, 2008.

Only holders of Common Stock of record at the close of business on October 7, 2008 will be entitled to Notice of Internet Availability of Proxy Materials and to vote at the Annual Meeting. At such date, the Company had outstanding 29,071,988 shares of Common Stock, par value $.50 per share (“Common Stock”). Each share of Common Stock entitles the holder to one vote upon each matter to be voted upon at the meeting. A majority of the outstanding shares of Common Stock represented in person or by proxy will constitute a quorum for the Annual Meeting.

If you have returned valid proxy instructions or attend the Meeting in person, your Common Stock will be counted for the purpose of determining whether there is a quorum.

If you hold shares in your own name, by submitting a proxy you may either vote for or withhold authority to vote for each nominee for the Board of Directors and you may vote in favor of or against the ratification of the appointment of independent registered public accountants. If you withhold authority to vote with respect to any nominee, your shares will still be counted for purposes of

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establishing a quorum but will have no effect on the election of that nominee. If you sign and submit your proxy card without voting instructions, your shares will be voted for each director nominee and for the ratification of the appointment of independent registered public accountants.

If you hold shares through a broker, follow the voting instructions provided by your broker. If you want to vote in person, a legal proxy must be obtained from your broker and brought to the Meeting. The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ shares on routine matters when the brokers have not received voting instructions from their customers. The election of directors and the ratification of the appointment of independent registered public accountants are examples of routine matters on which brokers may vote in this way. Brokers may not vote their customers’ shares on non-routine matters such as shareholder proposals unless they have received voting instructions from their customers.

Directors must be elected by a plurality of the votes cast at the Meeting. This means that the three nominees receiving the greatest number of votes will be elected as directors. Votes withheld from any nominee have no legal effect on the election of directors due to the fact that such elections are by a plurality of the votes cast. The ratification of the appointment of the independent registered public accountants requires the affirmative vote of a majority of those shares of Common Stock present in person or represented by proxy. Withheld votes and abstentions with respect to the ratification of the appointment of independent registered public accountants will have the same effect as a vote against the matter.

The Company is not now aware of any matters to be presented at the Annual Meeting other than the election of the three nominees described in this Proxy Statement and the ratification of the appointment of independent registered public accountants. If any matters not described in this Proxy Statement are properly presented at the Meeting, the proxies will use their personal judgment to determine how to vote your shares. If the Meeting is adjourned, the proxies can vote your Common Stock on the new Meeting date as well, unless you have revoked your proxy instructions.

Before the Meeting, you can appoint a proxy to vote your shares of Common Stock by following the instructions as set forth in the Notice of Internet Availability of Proxy Materials. If, by request, you have received a printed copy of our proxy materials, you can appoint a proxy to vote your shares of Common Stock (i) by using the Internet (http://www.eproxy.com/wgo/), (ii) by calling the toll-free telephone number (1-800-560-1965) or (iii) you may indicate your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card to us by 12:00 p.m. Central Standard Time on December 15, 2008.

If a proxy card is executed and returned, it may nevertheless be revoked at any time insofar as it has not been exercised. A person may revoke a proxy electronically by entering a new vote via the Internet or by telephone or a proxy may be revoked by (i) giving written notice to the Secretary of the Company (the “Secretary”), (ii) subsequently granting a later-dated proxy, (iii) attending the Meeting and voting in person or (iv) executing a proxy designating another person to represent you at the Meeting and voting by your representative at the Meeting. Unless revoked, the shares represented by validly executed proxies will be voted at the Meeting in accordance with the instructions indicated thereon. To revoke a proxy by telephone or the Internet, you must do so by 12:00 p.m. Central Standard Time on December 15, 2008 (following the directions on the instructions as set forth in the Notice of Internet Availability of Proxy Materials or in printed proxy materials received by request). Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

If no instructions are indicated on a proxy that is signed and received by the Company, it will be voted: (i) for the election of the three nominees for director named below (Item 1), (ii) for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants for our Fiscal 2009 (Item 2) and (iii) in the discretion of the named proxies upon such other matters as may properly come before the Meeting.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table contains information with respect to the ownership of the Common Stock by each person known to the Company who is the beneficial owner of more than five percent of the outstanding Common Stock.

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The following table sets forth certain information known to the Company with respect to beneficial ownership of Company Common Stock at October 7, 2008 for (i) each director and nominee for director of the Company, (ii) each person who served as the Company’s Chief Executive Officer or Chief Financial Officer during Fiscal 2008, (iii) the three most highly compensated executive officers of the Company (other than the Chairman and Chief Executive Officer and the Chief Financial Officer) who were serving as executive officers at the end of Fiscal 2008, named in the Summary Compensation Table below, and (iv) all executive officers, directors and nominees for director as a group.

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ITEM 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes with staggered terms, each consisting of approximately one-third of the total number of the members of the Board of Directors. Directors are elected for a term of three years. At the Annual Meeting, the term of office of the Class III directors will expire, and three persons will be elected to serve in that class until the annual meeting following our fiscal year 2011 or until their respective successors are elected. The terms of office of the Class I and Class II directors will expire at the annual meetings following our fiscal year 2009 and 2010, respectively.

Discretionary authority is solicited to vote for the election of a substitute for any of said nominees who, for any reason currently unknown, cannot be a candidate for election. The shares represented by proxy will be voted for the election as directors of the nominees for Class III directors named below if no direction is made otherwise. All nominees are currently directors of the Company and, except for Robert J. Olson, were elected by the shareholders at our Annual Meeting held in January 2006. Mr. Olson was appointed to the Board of Directors and elected to the position of Chairman of the Board and Chief Executive Officer, in addition to his position as President, effective May 5, 2008.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.

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All of the foregoing have been employed in their principal occupation or other responsible positions with the same organization for at least the last five years or are currently retired after having served in responsible positions with the organization indicated.

BOARD OF DIRECTORS, COMMITTEES OF THE BOARD AND CORPORATE GOVERNANCE

The Board has established standing Audit, Human Resources and Nominating and Governance Committees to assist it in the discharge of its responsibilities. Each of such committees is governed by a written charter, each of which is available for review on the Company’s website at http://www.winnebagoind.com/governance.html. The principal responsibilities of each of these committees are described below.

Audit Committee.    The current members of the Audit Committee are Messrs. England, Aal, Currie and Erickson, all of whom are independent directors under criteria established by the SEC for audit committee members, the listing standards of the NYSE and our Nominations of Directors Policy. Based on the attributes, education and experience requirements set forth in Section 407 of the Sarbanes-Oxley Act of 2002 and associated regulations, the Board of Directors has determined that Joseph W. England qualifies as an “Audit Committee Financial Expert.” Each year, the committee appoints independent registered public accountants to examine the books of the Company. It reviews with representatives of the independent registered public accountants the auditing arrangements and scope of the independent registered public accountants’ examination of the books, results of those audits, any non-audit services, their fees for all such services and any problems identified by and recommendations of the independent registered public accountants regarding internal controls. The Audit Committee is also prepared to meet privately at any time at the request of the independent registered public accountants or members of management to review any special situation arising on any of the above subjects. The Audit Committee also performs other duties as set forth in its written charter. The Audit Committee regularly reviews its written charter and recommends to the Board such changes as it deems necessary. Reference is also made to the “Report of the Audit Committee” herein. In Fiscal 2008, as required by its charter, the Audit Committee conducted an annual self-evaluation of its performance. The committee met six (6) times in Fiscal 2008.

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Human Resources Committee.    The current members of the Human Resources Committee are Messrs. Kitch, Aal, Chiusano and Currie, all of whom are independent directors within the meaning of the NYSE listing requirements and our Nominations of Directors Policy. Mr. Chiusano was appointed to the Human Resources Committee, effective October 1, 2008, after John E. Herlitz, who served on the Human Resources Committee, passed away on March 23, 2008. The Human Resources Committee’s Charter establishes the scope of the committee’s duties to include: (1) reviewing and approving corporate goals and objectives relevant to compensation of Chief Executive Officer of the Company, evaluating performance and compensation of the Chief Executive Officer in light of such goals and objectives and establishing compensation levels for the Company’s other executive officers; (2) overseeing the evaluation of executive officers (other than the Chief Executive Officer) of the Company and approving the general compensation program and salary structure of such executive officers; (3) administering and approving awards under the Company’s incentive compensation and equity-based plan; (4) reviewing and approving any executive employment agreements, severance agreements, change in control agreements and determining policy with respect to Section 162(m) of the Internal Revenue Code of 1986 (the “IRC”); (5) reviewing list of peer group of companies to which the Company compares itself for compensation purposes; (6) reviewing and discussing with management the Compensation Discussion and Analysis section of the Company’s Form 10-K and proxy statement; (7) preparing an annual report on executive compensation for the Company’s Form 10-K and proxy statement; and (8) acting on important policy matters affecting Company personnel. In Fiscal 2008, as required by its charter, the committee conducted an annual self-evaluation of its performance. The committee met five (5) times in Fiscal 2008.

Role of Executive Officers — In Fiscal 2008, the committee delegated authority to designated members of management to approve employment compensation packages for certain employees, not including the Named Executive Officers, under certain circumstances. In Fiscal 2008, Mr. Hertzke, as the Chief Executive Officer, with input from the President, recommended to the committee base salary, target short-term incentive levels, actual short-term incentive payouts and long-term incentive grants for the other Named Executive Officers. The committee considers, discusses, modifies as appropriate, and takes action on such proposals. See “Executive Compensation—Role of Executive Officers in Compensation Decisions” below.

Role of Compensation Consultants — In Fiscal 2008, the committee directly retained Towers Perrin as its outside compensation consultant. During Fiscal 2008, Towers Perrin assisted the committee on a limited basis and reported to the committee on various executive compensation issues. See “Executive Compensation—Competitive Benchmarking” below.

Nominating and Governance Committee.    The current members of the Nominating and Governance Committee are Messrs. Hanson, England and Kitch, all of whom are independent directors within the meaning of NYSE listing requirements and our Nominations of Directors Policy. This committee recommended to the Board the director-nominees proposed in this Proxy Statement for election by the shareholders. It reviews the qualifications of, and recommends to the Board, candidates to fill Board vacancies as they may occur during the year. The Nominating and Governance Committee will consider suggestions from all sources, including shareholders, regarding possible candidates for director in accordance with our Nominations of Directors Policy as discussed below. See also, “Fiscal Year 2009 Shareholder Proposals” below for a summary of the procedures that shareholders must follow. In Fiscal 2008, as required by its charter, the Nominating and Governance Committee conducted an annual self-evaluation of its performance. The committee met four (4) times in Fiscal 2008.

The Board of Directors of the Company held five (5) meetings during Fiscal 2008. Actions taken by any committee of the Board are reported to the Board of Directors, usually at its next meeting. During Fiscal 2008, all of the then-incumbent directors attended more than 75 percent of the aggregate of Board of Directors’ meetings and meetings of committees of the Board on which they served. The Corporate Governance Policy of the Company, discussed below, encourages, but does not require, Board members to attend the Annual Meeting. At the last annual meeting, six of eight directors were in attendance. Additionally, in Fiscal 2008, in accordance with the Company’s Corporate Governance Policy described below, the Board of Directors conducted an annual self-evaluation to determine whether it and its committees are functioning effectively. The Nominating and Governance

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Committee received comments from all directors and reported to the Board with an assessment of the Board’s performance.

Executive Sessions of Non-employee Directors — The directors who are not employees of the Company or a subsidiary (the “Non-employee Directors”) meet privately in executive sessions to consider such matters as they deem appropriate, without management being present, as a routinely scheduled agenda item for every Board meeting. An executive session including only independent directors, as defined by the NYSE listing standards, is held at least once a year. During Fiscal 2008, except for Mr. Erickson, all other Non-employee Directors were independent. Effective September 11, 2008, the Company amended its Nominations of Directors Policy and the standards for directors independence therein to reflect changes in NYSE listing standards. As a result of these changes, Mr. Erickson is considered to be an independent member of the Board as of the effective date of the amendment. See “—Director Independence” below. Director Gerald C. Kitch was chosen as Lead Director to preside at such executive sessions.

The Board has adopted and annually reviews the Corporate Governance Policy which incorporates the corporate governance principles by which the Company operates. A copy of the Company’s Corporate Governance Policy is available on the Company’s website at http://www.winnebagoind.com/governance.html.

Nominations of Directors Policy.    The Nominating and Governance Committee will consider director nominations from shareholders in accordance with the Nominations of Directors Policy, as amended in September 2008, a copy of which is attached hereto as Appendix A. Briefly, the Nominating and Governance Committee will consider as a candidate any director of the Company who has indicated to the Nominating and Governance Committee that he or she is willing to stand for re-election, and who has not reached the age of 70 years prior to the date of re-election to the Board, as well as any other person who is recommended by any shareholder of the Company who provides the required information and certifications within the specified time requirements, as set forth in Section 1 of the Nominations of Directors Policy. The Nominating and Governance Committee recommended, and the Board approved, a waiver of the provision, as it relates to Mr. Kitch, in the Company’s Corporate Governance Policy that directors will not be nominated for re-election if they will reach the age of 70 years prior to the date of re-election to the Board. Mr. Kitch abstained from voting on the waiver of the Corporate Governance Policy at the meetings of the Nominating and Governance Committee and the Board of Directors. The Nominating and Governance Committee and the Board of Directors felt that Mr. Kitch’s continued service on the Board was in the best interests of the Company and its shareholders given anticipated board and management changes. The Nominating and Governance Committee may also undertake its own search process for candidates and may retain the services of professional search firms or other third parties to assist in identifying and evaluating potential nominees.

In considering a potential nominee for the Board, shareholders should note that in recommending candidates, the Nominating and Governance Committee endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the qualifications, skills and independence to effectively represent the best interests of all shareholders. Candidates are selected for their ability to exercise good judgment, and to provide practical insights and diverse perspectives. Although the Nominating and Governance Committee may seek candidates that have different qualities and experiences at different times in order to maximize the aggregate experience, qualities and strengths of the Board members, nominees for each election or appointment of directors will be evaluated using a substantially similar process and under no circumstances will the Nominating and Governance Committee evaluate nominees recommended by a shareholder of the Company pursuant to a process substantially different than that used for other nominees for the same election or appointment of directors.

The Nominating and Governance Committee considers the following qualifications at a minimum to be required of any Board members in recommending to the Board potential new Board members, or the continued service of existing members:

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The Nominating and Governance Committee continues to evaluate the Company’s and the Board’s governance practices at least annually. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Governance Committee may also consider such other factors as it may deem are in the best interests of the Company and its shareholders. The Nominating and Governance Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “Audit Committee Financial Expert” as defined by SEC rules.

Policy and Procedures With Respect to Related Person Transactions.    In 2007, the Board of Directors adopted the Winnebago Industries, Inc. Related Person Transaction Policy and Procedures. This written policy provides that the Nominating and Governance Committee will review and approve Related Person Transactions (as defined below); provided that the Human Resources Committee will review and approve the compensation of each Company employee who is an immediate family member of a Company director or executive officer and whose compensation exceeds $120,000. The Chair of the Nominating and Governance Committee has delegated authority to act between committee meetings.

The policy defines a “Related Person Transaction” as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will have a direct or indirect material interest, other than (1) competitively bid or regulated public utility services transactions, (2) transactions involving trustee type services, (3) transactions in which the Related Person’s interest arises solely from ownership of Company equity securities and all equity security holders received the same benefit on a pro rata basis, (4) an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction if (i) the compensation arising from the relationship or transaction is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules; or (ii) the executive officer is not an immediate family member of another executive officer or director and such compensation would have been reported under the SEC’s executive and director compensation proxy statement disclosure rules as compensation earned for services to the Company if the executive officer was a “named executive officer,” as that term is defined in the SEC’s executive and director compensation proxy statement disclosure rules, and such compensation has been or will be approved, or recommended to our Board of Directors for approval, by the Human Resources Committee of our Board of Directors; or (5) if the compensation of or transaction with a director is or will be reported pursuant to the SEC’s executive and director compensation proxy statement disclosure rules.

“Related Person” is defined as (1) each director, director nominee and executive officer of the Company, (2) 5 percent or greater beneficial owners, (3) immediate family members of the foregoing persons and (4) any entity in which any of the foregoing persons is a general partner or principal or in a similar position or in which such person and all other related persons to such person has a 10 percent or greater beneficial interest.

The Nominating and Governance Committee will assess whether a proposed transaction is a Related Person Transaction for purposes of the policy. Under the policy, the Chairman of the Nominating and Governance Committee has the authority to pre-approve or ratify (as applicable) any

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Related Person Transaction with a Related Person in which the aggregate amount involved is expected to be less than $500,000.

The policy recognizes that certain Related Person Transactions are in the best interests of the Company and its shareholders. Each of the following Related Person Transactions are deemed to be pre-approved by the Nominating and Governance Committee pursuant to the policy, even if the aggregate amount involved will exceed $120,000:

The approval procedures in the policy identify the factors the Nominating and Governance Committee will consider in evaluating whether to approve or ratify Related Person Transactions or material amendments to pre-approved Related Person Transactions. The Nominating and Governance Committee will consider all of the relevant facts and circumstances available to the Nominating and Governance Committee, including (if applicable) but not limited to: whether the Related Person Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, the extent of the Related Person’s (as defined in this policy) interest in the transaction, whether the proposed Related Person Transaction is in compliance with or would require disclosure under applicable SEC rules and regulations, NYSE listing requirements and the Company’s policies.

The policy provides for the annual pre-approval by the Nominating and Corporate Governance Committee of certain Related Person Transactions that are identified in the policy, as the policy may be supplemented and amended. For Fiscal 2008, the Nominating and Corporate Governance Committee approved, in accordance with the policy, the Company’s banking relations on customary terms with Manufacturers Bank & Trust Company (the “Bank”), Forest City, Iowa. The Bank is a wholly owned subsidiary of MBT Corp. John V. Hanson owns approximately 33-1/3 percent of MBT Corp.’s outstanding stock. Mr. Hanson is also Chairman of the Board of the Bank and MBT Corp.

Corporate Governance Policies and Codes of Conduct.     The Board of Directors has adopted a Corporate Governance Policy, a Policy Regarding Nominations of Directors, a Shareholder and Other Interested Party Communications Policy and written charters for its Audit Committee, Human Resources Committee and Nominating and Governance Committee.

The Board of Directors also has adopted the Company’s Code of Ethics applicable to all of the Company’s directors, officers and employees and the Code of Ethics for CEO and Senior Financial Officers (including the Company’s principal financial officer and the principal accounting officer or controller). These policies, charters, codes and other items relating to the governance of the Company are available on the Company’s website at http://www.winnebagoind.com/governance.html. These documents are also available in print free of charge to any shareholder who requests them in writing from: Winnebago Industries, Inc., Attn: Vice President-General Counsel and Secretary, 605 West Crystal Lake Road, Forest City, Iowa 50436. Information contained on the Company’s website is not incorporated into this Proxy Statement or other securities filings.

Director Independence.    Under the Company’s Corporate Governance Policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence under the Company’s Policy Regarding Nominations of Directors and applicable NYSE rules, respectively. The Board must determine, based on all of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board of Directors has determined, after careful review and upon consideration of the following, that Mr. Aal (Class I director), Mr. Chiusano (Class II director),

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Mr. Currie (Class II director), Mr. England (Class I director), Mr. Erickson (Class II director), Mr. Hanson (Class III director and a nominee for re-election as a Class III director), and Mr. Kitch (Class III director and a nominee for re-election as a Class III director), are independent as defined by the relevant provisions of applicable law, the NYSE listing standards and the Company’s Policy Regarding Nominations of Directors and that each independent director has no material relationship with the Company, determined in accordance with the standards disclosed below.

Under the Company’s Policy Regarding Nominations of Directors, an “independent director” is one who:

In September 2008, the Policy Regarding Nominations of Directors was amended in response to recent NYSE listed company corporate governance rule changes, effective September 11, 2008, with respect to certain of its “bright-line” director independence tests. The NYSE independence tests (and the Policy Regarding Nominations of Directors) previously provided that a director may not be deemed independent if the director had received, or has an immediate family member (as defined under the NYSE listing standards) who had received, more than $100,000 in direct compensation from the listed company during any 12-month period within the last three years, other than director and committee fees and certain other types of compensation. The dollar threshold in this test was increased to $120,000, consistent with the dollar threshold under Item 404(a) of Regulation S-K, which governs the SEC’s disclosure requirements for related person transactions. In addition, the prior NYSE independence

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tests (and the Policy Regarding Nominations of Directors) precluded a director from being deemed independent if the director’s immediate family member served as a current employee in the audit, assurance or tax compliance practice of the Company’s internal or external auditor. Under the amended test, a director may still be considered independent if the director’s immediate family member currently works for the Company’s internal or external auditor, as long as the immediate family member is not a partner of the Company’s auditor or is not personally involved (and has not been personally involved for the past three years) in the Company’s audit. In addition, the Nominations of Directors Policy may be modified temporarily if, due to unforeseen circumstances, strict adherence would be detrimental to the Board’s performance.

For purposes of determining a “material relationship,” the following standards are utilized:

For purposes of these independence standards, (i) immediate family members of a director include the director’s spouse, parents, children, siblings, mother- and father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone (other than domestic employees) who shares the director’s home and (ii) the term “primary business affiliation” means an entity of which the director is a principal/executive officer or in which the director holds at least a five percent equity interest.

Mr. Erickson (Class II director) was previously not considered independent under the NYSE listing standards and the Company’s Nominations of Directors Policy solely because his son, Thad Erickson, is employed by the Company’s independent registered public accountants as an audit manager. Thad Erickson has not personally worked on any audits of the Company or any other work involving the Company. As a result of amendments to the Company’s Nominations of Directors Policy and the standards for directors’ independence therein to reflect changes to NYSE listing standards, Mr. Erickson is considered to be an independent member of the Board as of September 11, 2008, the date of the amendment. Mr. Olson (Class III director and a nominee for re-election as a Class III director) is not considered independent because of his employment as Chairman, Chief Executive Officer and President of the Company.

Shareholder and Other Interested Party Communications with Directors.    The Nominating and Governance Committee has adopted a policy for shareholders and other interested parties to send communications to the Board. Shareholders and other interested parties who desire to communicate with the Company’s directors or a particular director may write to: Winnebago Industries, Inc., Attn: Vice President-General Counsel and Secretary, 605 West Crystal Lake Road, Forest City, Iowa 50436; or send an e-mail to: rbeebe@winnebagoind.com. All communications must be accompanied by the following information (i) if the person submitting the communication is a shareholder, a statement of the number of shares of the Company’s Common Stock that the person holds; (ii) if the person submitting the communication is not a shareholder and is submitting the communication to the non-management directors as an interested party, the nature of the person’s interest in the Company; (iii) any special interest, meaning an interest not in the capacity of a shareholder of the Company, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications received from shareholders and other interested parties to the Board of Directors will be reviewed by the Vice President-General Counsel and Secretary, or such other person designated by all non-management members of the Board, and if they are relevant to, and consistent with, the Company’s operations and policies that are approved by all non-management members of the Board, they will be forwarded to the Lead Director or applicable Board member or members as expeditiously as reasonably practicable.

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DIRECTOR COMPENSATION

Employee directors receive no additional compensation for serving on the Board or its Committees. In Fiscal 2008, Non-employee Directors received an annual retainer of $25,000 (paid in monthly installments), a $1,000 per day attendance fee for Board and Committee meetings, and a $500 fee for participation in Board meetings held telephonically. Additionally, the Audit Committee Chairman received an annual retainer of $5,000 (paid in monthly installments) and the Chairmen of other Board Committees received an annual retainer of $4,000 (paid in monthly installments). Commencing in Fiscal 2007, each Non-employee Director also received an annual restricted stock grant of 1,000 shares pursuant to the Winnebago Industries, Inc. 2004 Incentive Compensation Plan, as amended (the “2004 Plan”). This annual grant of restricted stock was increased to 1,500 shares in Fiscal 2008. These restricted shares may not be sold until the director retires from the Board.

DIRECTOR COMPENSATION TABLE

The following table sets forth the total compensation paid to each Non-employee Director for Fiscal 2008, other than reimbursement for travel expenses.

Upon Mr. Herlitz’s death on March 23, 2008, 2,500 stock awards and 4,482 Winnebago Stock Units (which units were credited to the director’s account in the form of Common Stock) vested and were transferred to his estate. Additionally, 14,000 stock option awards were transferred to Mr. Herlitz’s estate upon his death.

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Effective April 1, 1997, the Board of Directors adopted the Winnebago Industries, Inc. Directors’ Deferred Compensation Plan (as amended, the “Directors’ Deferred Compensation Plan”). The purpose of the Directors’ Deferred Compensation Plan is to enable Non-employee Directors (the “Participants”) to receive their fees and retainers as members of the Board of Directors and Committees of the Board (the “Deferred Compensation”) in a form other than as direct payments. A Participant may elect to apply either 50 or 100 percent of his or her Deferred Compensation to either, but not both, of the following forms: “Money Credits” or “Winnebago Stock Units.” Money Credits are units credited in the form of dollars in accordance with the Participant’s election to such Participant’s account established by the Company. The Money Credits accrue interest from the credit date. The interest rate to be applied to the Participant’s Money Credits is the 30-year Treasury bond yield as of the first business day of the plan year. The Board of Directors may from time to time prescribe additional methods for the accrual of interest on Money Credits with respect to Deferred Compensation. Winnebago Stock Units are units credited in the form of Common Stock of the Company in accordance with the Participant’s election to such Participant’s account established by the Company. The Common Stock utilized for purposes of the Directors’ Deferred Compensation Plan will be treasury shares of the Company and like all Common Stock, generally, will accrue dividends paid by the Company. Winnebago Stock Units will be recorded in such Participant’s account on the basis of the mean between the high and the low prices of the Common Stock of the Company on the date upon which the account is to be credited, as officially reported by the NYSE. Any Participant investing Deferred Compensation in Winnebago Stock Units will receive a matching contribution in the form of Winnebago Common Stock from the Company equal to 25 percent of the Deferred Compensation so invested.

The matching contribution to a Participant’s Winnebago Stock Unit account will vest on a graduated basis at the rate of 33-1/3 percent for each complete 12-month period of service as a director following the effective date of the Directors’ Deferred Compensation Plan. Any matching Winnebago Stock Units thereafter recorded in the Participant’s account after the Participant’s completion of 36 months of service after the effective date of the Directors’ Deferred Compensation Plan will be fully vested and nonforfeitable. Notwithstanding the above, the Participant’s Winnebago Stock Unit account will become fully vested upon his or her attainment of age 69-1/2 while serving as a director. Under the Directors’ Deferred Compensation Plan, participants are restricted from selling the Common Stock underlying the Winnebago Stock Units until the date the participant retires from the Board of Directors. In the event that a Participant terminates his or her service as a director, any unvested Winnebago Stock Units will be forfeited by the director. The Winnebago Stock Units credited to Participant’s accounts are included in the Common Stock ownership table under the caption “Voting Securities and Principal Holders Thereof.”

In the event of any change in the outstanding shares of Common Stock of the Company by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change, if the Directors’ Deferred Compensation Plan administrator determines, in its sole discretion, that such change equitably requires an adjustment in the number of Winnebago Stock Units then held in a Participant’s Winnebago Stock Unit account, such adjustments will be made by the Directors’ Deferred Compensation Plan administrator and will be conclusive and binding for all purposes of said plan.

In the event of a “change in the control of the Company,” as defined in the Directors’ Deferred Compensation Plan, a Participant will receive a lump-sum distribution of his or her account within 30 days following his or her termination of service as a director after such change in control. Notwithstanding the above, in no event will a Participant’s receipt of a distribution of Winnebago Stock Units from his or her accounts precede the six-month anniversary of his or her election to convert Deferred Compensation into Winnebago Stock Units.

Unless terminated earlier by the Board of Directors, the Directors’ Deferred Compensation Plan terminates on June 30, 2013.

The 2004 Plan provides that Non-employee Directors may receive “Stock Awards,” “Performance Awards” or “Non-qualified Stock Options” each as defined under the 2004 Plan (collectively, “Director Awards”) and may not be granted incentive stock options. Terms, conditions and limitations applicable

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to any Stock Awards or Performance Awards granted to a Non-employee Director pursuant to this plan shall be determined by the Board. On the grant date, the grant price of a Non-qualified Stock Option shall be not less than the fair market value of the Common Stock subject to such Option. The term of the Non-qualified Stock Option shall extend no more than 10 years after the grant date. Non-qualified Stock Options may not include provisions that “reload” the option upon exercise. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Non-qualified Stock Options awarded to directors pursuant to the 2004 Plan, including the grant price, the term of the Non-qualified Stock Options, the number of shares of Common Stock subject to the Non-qualified Stock Option and the date or dates upon which they become exercisable, shall be determined by the Human Resources Committee. No participant may be granted, during any fiscal year, Director Awards consisting of Stock Awards or Performance Awards covering or relating to more than 10,000 shares of Common Stock or Non-qualified Stock Options for more than 20,000 shares of Common Stock during any fiscal year.

Director Stock Ownership Guidelines — The Corporate Governance Policy of the Company states that Non-employee Directors have guidelines encouraging ownership of Common Stock, Stock Units or other equity equivalents equal in value to 250 percent of their annual director compensation.

ITEM 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING AUGUST 29, 2009

Deloitte & Touche LLP (“Deloitte & Touche”) was appointed by the Audit Committee as the Company’s independent registered public accountants for the fiscal year ending August 29, 2009. The Company is asking its shareholders to ratify the appointment of Deloitte & Touche. Deloitte & Touche has served as the Company’s independent registered public accountants for over 20 years. For a description of the fees for services rendered by Deloitte & Touche in these fiscal years, and a description of the Company’s policy regarding the approval of independent registered public accountants provisions of audit and non-audit services, see “Independent Registered Public Accountants Fees and Services” below.

Although ratification by the shareholders is not required by law, the Board of Directors has determined that it is desirable to request approval of this selection by the shareholders. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider this factor when making any determination regarding Deloitte & Touche. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.

Passage of the proposal requires the affirmative vote of a majority of the shares entitled to vote on the proposal and represented in person or by proxy at the Meeting at which a quorum is present.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE COMPANY FOR OUR FISCAL YEAR ENDING AUGUST 29, 2009.

OTHER MATTERS

The Board of Directors does not know of any matter, other than the election of directors and the ratification of the appointment of independent registered public accountants, which may be presented at the Meeting. However, if any other matters should properly come before the Meeting, it is the intention of the persons named in the proxy to vote thereon in accordance with their best judgment.

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EXECUTIVE COMPENSATION

Overview

Our success has been and will be dependent on our ability to attract, retain, motivate, and reward the best talent available to the Company, including the employees identified in this Proxy Statement. The following provides an overview of the more detailed disclosure set forth in this section.

The primary objectives of our executive compensation programs is to attract and retain key executives critical to the Company; to align the interests of our management with those of our shareholders; to integrate compensation with the Company’s business plans; and to reward for both business and individual performance, whereby a substantial portion of each executive officer’s total compensation is a function of performance incentives.

Overall, we compensate our executive officers with base salary, annual incentive awards and long-term incentives. For our executives as a group, we generally emphasize a conservative base salary compensation relative to our compensation peers. We alternatively provide the potential for a greater incentive compensation component of total executive compensation. In addition, in Fiscal 2008 and Fiscal 2007, we granted our executive officers restricted stock as a means to further align the interests of our executive officers with those of our shareholders.

Annual and long-term operational and strategic goals identified by our management and approved by the Human Resources Committee of the Board of Directors (the “Committee”) are the foundation for the performance measures used to determine annual and long-term incentive payouts to our executive officers. In Fiscal 2008, each of our executive officers received substantially lower incentive plan payouts when compared to Fiscal 2007, due to the financial performance of the Company under the metrics established by the Committee relating to annual and long-term incentive compensation.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the material elements of our executive compensation program. Throughout this discussion, we refer to our Named Executive Officers. The following individuals are our Named Executive Officers for our Fiscal 2008:

The Human Resources Committee.    The Committee is responsible for discharging the Board’s responsibilities relating to the compensation of the Named Executive Officers, for approving and evaluating all compensation of Named Executive Officers, including salaries, bonuses, compensation plans and policies, and other incentive programs. The Committee acts pursuant to a charter that has been approved by our Board. None of the Named Executive Officers are members of the Committee. The four independent directors on the Committee are:

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Committee meetings are held regularly throughout the year, with typically four meetings held per fiscal year. The Committee meetings, in most instances, occur prior to regularly scheduled Board meetings, with telephonic meetings occurring as necessary. Other members of the Company’s Board of Directors are invited to attend the Committee meetings. In addition, others in regular attendance at the Committee meeting typically include the CEO and the Vice President – Administration.

Compensation Philosophy.    The Committee believes that the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company, and which aligns executives’ interests with those of the shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value. The Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. Accordingly, the Committee believes executive compensation packages provided by the Company to its executives, including the Named Executive Officers, should include both cash and stock based compensation that reward performance as measured against established goals.

Compensation Objectives.    The Committee has worked with management to design the current executive compensation programs, following the belief that compensation should reflect the value created for the shareholders while furthering the Company’s strategic goals. In doing so, the Company instituted its compensation programs to achieve the following goals:

These objectives emphasize pay for performance by providing an incentive opportunity for at or above average performance.

Competitive Benchmarking.    In making compensation decisions, the Committee, at times, compares certain elements of total compensation against other comparable publicly traded and privately held companies in the same or related industry as the Company, described below as the “Consultant Industry Group” and the “Proxy Industry Group” (collectively, the “Compensation Peers”).

The Committee has the sole authority to retain or terminate any compensation consultant used in the evaluation of compensation packages and has the sole authority to approve the consultant’s fees. In Fiscal 2007, the Committee engaged an outside compensation consultant, Towers Perrin (the “Consultant”), to conduct an analysis of the total compensation paid to key Company executives, compared to companies of two comparative groups to which the Company may compete for talent (hereinafter, the “2007 Compensation Analysis”).

The Consultant maintains a proprietary executive compensation data base that contains information on the various compensation elements of over 500 publicly traded and privately held companies across several industries (the “General Consultant Data Base”). The Committee reviewed compensation information contained in the General Consultant Data Base and, in Fiscal 2007, additionally requested the Consultant to prepare compensation data from two comparator groups of companies that the Committee believed are more reflective of the market in which the Company competes for executive talent.

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First, after examining the list of companies in the General Consultant Data Base, the Committee and Consultant formulated a group of companies found in the General Consultant Data Base that consisted of public and private companies generally considered to be in the same or related industry as the Company, to include the following (the “Consultant Industry Group”):

The Committee and the Consultant separately considered data from proxy statements filed with the SEC by the following public companies that were generally considered to be in the same or related industry as the Company, information for which may or may not have been made part of the General Consultant Data Base (the “Proxy Industry Group”):

Factors used in selecting companies in each of the Consultant Industry Group and the Proxy Industry Group, included:

As part of the 2007 Compensation Analysis, the Committee and Consultant compared data from each of the Consultant Industry Group and Proxy Industry Group to data contained in the General Consultant Data Base and utilized, among other information, observations relating to data pertaining to specific job categories and industry trends. Market data in the General Consultant Data Base was adjusted according to these observations and regressed to data in each of the Consultant Industry Group and the Proxy Industry Group and to the Company’s revenue size. The market analysis included data on fixed pay (base pay), and variable compensation (annual and long-term incentives).

In Fiscal 2008, in making recommendations and decisions regarding executive compensation matters, the Committee supplemented the 2007 Compensation Analysis with executive compensation

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data made available through public company disclosure, in lieu of requesting a new compensation analysis from the Consultant. During Fiscal 2008, the Committee also engaged the Consultant on a limited basis to report to the Committee on various compensation matters. These reports served to inform the Committee on compensation trends, provide a high-level incentive design review and to inform the Committee on best practice developments on executive compensation matters. As noted above, the Consultant was engaged by and reported to the Committee. In accordance with the Committee’s Charter, the Consultant did not perform any services for management during Fiscal 2008.

Role of Executive Officers in Compensation Decisions.    The Committee makes all compensation decisions for Named Executive Officers and approves recommendations regarding salaries, bonuses and compensation plans and policies, and other incentive programs of the Company. The CEO annually reviews the performance of each Named Executive Officer (other than the CEO, whose performance is reviewed by the Committee). The conclusions reached and recommendations by the CEO, which are based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Committee. The Committee can exercise its discretion in modifying any recommended adjustments or awards to Named Executive Officers.

As noted above, the Committee evaluates the performance of the CEO. That review is conducted at least annually with full Board participation. The Committee ultimately must approve all compensation decisions for all executives, including the CEO.

Compensation Process.    The Committee reviews the benchmarking and performance evaluations presented by management in determining the appropriate aggregate and individual compensation levels for the performance year. In conducting its review, the Committee considers quantitative performance results of the Company, the overall need of the organization to attract, retain and motivate the executive team, and the total cost of compensation programs.

In addition to the above, the Committee, at least annually, reviews executive compensation and benefits of the Named Executive Officers through the use of tally sheets. Each tally sheet identifies anticipated dollar amounts for individual components of executive compensation, including base salary, annual incentive, long-term incentive, equity awards, deferred compensation, benefits, perquisites and potential change in control and severance payments. Each year’s decisions for setting compensation targets for each annual and three-year incentive compensation measuring period are based on the Committee’s evaluation of the Company’s business needs, goals and environment for that year.

Determining the CEO’s Compensation — The Committee makes a recommendation to the Board for the CEO’s total compensation package. The Committee meets in executive session to formulate its recommendation for the CEO’s base pay, target annual and long-term incentive compensation and stock based compensation to the Board. These recommendations are based upon:

Members of the Committee conduct in-depth interviews with the CEO’s direct reports and other executives. The evaluation is based upon the CEO’s success in achieving his performance commitments, which include financial, strategic and company culture/leadership goals.

Determining Compensation for Named Executive Officers (Other than the CEO) — The Committee approves the annual compensation (including salary, target annual and long-term incentive compensation, and stock based compensation) for our Named Executive Officers (excluding the CEO), based upon:

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In Fiscal 2008, base salaries and incentive compensation awards were reviewed in October 2007, at the regularly scheduled meetings of the Committee and the full Board of Directors. Any changes made to the base salaries are generally effective in January of the following year. Historically, stock options and other stock grants were generally granted at the October meetings. By establishing the meeting schedule and agenda for these grants well in advance, the Company diminished any opportunity for manipulation of exercise prices on option grants, to the extent any recipients were in possession of material non-public information at the time of the meetings. No stock options were granted to Named Executive Officers by the Company in Fiscal 2008.

Accounting and Tax Effects.    The Committee considers both the financial reporting and the taxation of compensation elements in its decision-making process. The Committee seeks a balance between the best interests of the Company, fair treatment of the Named Executive Officers, minimizing taxation of the compensation offered to the Named Executive Officer, and maximizing immediate deductibility by the Company.

The Committee reviews the Financial Accounting Standards Board Statement No. 123(R) (“FAS 123(R)”) expense of each stock based compensation grant made and its impact on earnings per share reported by the Company. As a result, the Committee has limited grants of stock options and directed the use of more restricted stock grants and increased cash compensation for executives, including our Named Executive Officers, in part because of the more direct valuation and expensing of those awards.

From a tax perspective, IRC Section 409A made the taxation of certain grants more costly to the executives with no offsetting benefit to the Company. In response, the Committee froze its Executive Share Option Program in 2004 and all grants not vested before 2005 were terminated as permitted under the transition rule in the regulations under IRC Section 409A. The Committee established the Executive Deferred Compensation Plan, discussed below, to deliver that same element of the executives’ competitive pay package on a more cost-effective basis for the Company because the benefit is now provided with less tax exposure to the executive under IRC Section 409A. In addition, the Committee designed change of control agreements for executives, including the Named Executive Officers, to reduce amounts payable that otherwise would have been subject to an excise tax known as “excess golden parachute payments” as defined under IRC Section 280G. The Committee also is aware that IRC Section 162(m) limits deductions for compensation paid in excess of $1 million. In response, the Committee designs much of the total compensation package of the Named Executive Officers to qualify for the exemption of “performance-based” compensation from the deductibility limit. However, the Committee reserves the right to design and use compensation elements that may not be deductible within the rules of IRC Section 162(m), if those elements are deemed by it to be in the best interests of the Company.

Compensation Design and Elements.    In Fiscal 2008, the principal components of compensation for each Named Executive Officer were:

Additional elements of the total compensation for Named Executive Officers include executive benefits, perquisites and severance agreements, as described below. Each component is designed to

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achieve a specific purpose and to contribute to a total package that is competitive, appropriately performance-based, and valued by our executives. In Fiscal 2008, the Company made no material deviations from previously disclosed or projected payments or practices under these programs.

The Committee has no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. However, the Company believes that a smaller portion of total executive compensation should be attributed to base salary because it is a fixed component of total compensation. As a result, the Company has generally emphasized conservative base salary payments to Named Executive Officers, relative to its Compensation Peers. The Company alternatively provides the potential for a greater incentive compensation component of total executive compensation, which is based predominately on the performance factors described below.

Base salary.    The base salary program was designed to compensate Named Executive Officers for specific skills and competencies that the Company requires to provide executive leadership. The Company provides Named Executive Officers and other employees with base salary to compensate them for services rendered during the fiscal year. Base salary ranges for Named Executive Officers are determined for each executive based on his or her position and responsibility. The base salaries of our executives are also determined by considering such factors as:

In general, base salary determinations are considered annually as part of the Committee’s performance review process as well as upon a promotion or other change in job responsibility. Base salary is used as the basis for calculating annual and long-term incentive awards and in calculating payments that may be paid upon a change in control, as described below.

For Fiscal 2008, Named Executive Officers generally received base salary increases of approximately 3 percent to 4 percent, consistent with increases provided to other salaried employees of the Company. The Company, from time to time, provides larger base salary increases to recently appointed Named Executive Officers or to Named Executive Officers who may have been appointed into positions of increased responsibility, in an effort to align the executive’s base salary to other Named Executive Officers and to comparable executive officers of the Compensation Peers. Sarah N. Nielsen, Vice President, Chief Financial Officer, received a base salary adjustment of approximately 8.2 percent in January 2008 to further align her base salary to comparable executive officers of Compensation Peers. On March 26, 2008, the Board accepted the letter of resignation of Bruce Hertzke from the Board and from his position as Chairman of the Board and Chief Executive Officer, effective May 5, 2008. The Board announced the appointment of Robert J. Olson to the Company’s Board of Directors and the election of Mr. Olson to the position of Chairman of the Board and Chief Executive Officer, in addition to his current position of President, also effective May 5, 2008. In connection with Mr. Olson’s election as Chairman of the Board, Chief Executive Officer and President, his annual salary was increased approximately 27.5 percent, effective May 5, 2008.

Annual Incentive Plan.    

Officers Incentive Compensation Plan Fiscal Period 2008 — The Company’s Named Executive Officers are eligible for quarterly incentive awards under our Officers Incentive Compensation Plan Fiscal Period 2008 (the “Officers Incentive Compensation Plan”). The Officers Incentive Compensation Plan is designed to promote the growth and profitability of the Company by providing its executives with an incentive to achieve identified short-term corporate profit objectives and to attract and retain such executives who will contribute to the achievement of growth and profitability of the Company.

Under the Officers Incentive Compensation Plan, incentive awards are based upon financial performance objectives for the Company, as established by the Board of Directors. The Officers Incentive Compensation Plan is a program established by the Company to provide for quarterly cumulative measurements of financial performance, with a corresponding opportunity for quarterly

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incentive payments based upon financial results measured against performance objectives set by the Committee and approved by the Board of Directors. The amount of the participants’ incentive compensation for the quarter is calculated under the Officers Incentive Compensation Plan to be in direct proportion to the Company’s financial performance expressed as a percentage (Financial Factor) against compensation targets for each participant as determined by the Board of Directors.

Diluted earnings per share (“EPS”) and return on invested capital (“ROIC”) were chosen by the Committee as the key financial performance measurements under the Officers Incentive Compensation Plan. The Board, upon the recommendation of the Committee, selected EPS as a key financial performance metric for the following reasons:

The formula utilized by the Company for EPS is net income divided by weighted average common diluted shares outstanding. For the purposes of the Officers Incentive Compensation Plan, EPS is calculated on a fiscal year-to-date cumulative basis at each quarter end and a final calculation at fiscal year end.

Additionally, the Board upon the recommendation of the Committee, selected ROIC as another one of its key financial performance metrics because:

The formula utilized by the Company for ROIC is operating income after tax divided by the average of the Fiscal 2007 and 2008 year-end total assets, less cash, short and long-term investments and non-interest bearing current liabilities. For the purpose of the Officers Incentive Compensation Plan, the Company used an estimated annual projection of operating income for the first three fiscal quarters based upon interim actual performance. At fiscal year end, the actual annual operating income was used for a final ROIC calculation.

The Officers Incentive Compensation Plan provided for a bonus (Target) opportunity of 60 percent of base salary (comprised of a mix of 2/3 cash and 1/3 restricted stock or all in cash at the participant’s election) at 100 percent achievement of each of the financial objectives of ROIC and EPS for the Named Executive Officers, except the Chief Executive Officer and the President. For Mr. Hertzke, while acting as the Chief Executive Officer, the Plan provided for a bonus (Target) opportunity of 105 percent of base salary (comprised of a mix of 2/3 cash and 1/3 restricted stock or all in cash at his election) at 100 percent achievement of each of the financial objectives of ROIC and EPS. For Mr. Olson, while acting solely as President, the Plan provided for a bonus (Target) opportunity of 75 percent of base salary (comprised of a mix of 2/3 cash and 1/3 restricted stock or all in cash at his election) at 100 percent achievement of each of the financial objectives of ROIC and EPS. When Mr. Olson was appointed CEO, effective May 5, 2008, a bonus (Target) opportunity of 90 percent of base salary was established (comprised of a mix of 2/3 cash and 1/3 restricted stock or all in cash at his election) at 100 percent achievement of each of the financial objectives of ROIC and EPS for the period beginning May 5, 2008 through the end of Fiscal 2008. Fifty percent (50 percent) of the quarterly cash incentive calculation for all Named Executive Officers is paid at the end of each quarter and fifty percent (50 percent) is held back and carried forward into the next quarter on a cumulative basis. At the end of the fourth fiscal quarter (fiscal year end), a final year-end accounting was made prior to the payment of any remaining incentive holdback for the year. A participant is eligible for the stock award only if employed at the end of the fiscal year. The annual restricted stock grant portion of the Officers Incentive

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Compensation Plan is awarded as soon as practical after the final fiscal year-end compensation accounting is completed and upon approval by the Committee, with a one-year restriction on sale upon award.

In calculating the financial targets for incentive eligibility under the Officers Incentive Compensation Plan, the financial performance in Fiscal 2008 was weighted 75 percent to EPS and 25 percent to ROIC, with an aggregate maximum bonus of 200 percent of the Target. The Company has placed a more influential weighting on EPS due to its belief that EPS is an excellent measurement as to overall Company profitability for shareholders. The first portion of the Target is based solely on ROIC to a maximum of 50 percent which is achievable at an ROIC of 24.5 percent. Financial performance of less than 16 percent ROIC results in no bonus attributable to ROIC. The Committee believed that setting maximum and minimum bonus levels based on ROIC as defined, would provide for fair and equitable reward opportunity for executives while returning appropriate shareholder value proportionately within those parameters. In Fiscal 2007, the Company achieved ROIC of 26.2 percent and, in surveying a group of approximately 50 companies with the same Standard Industrial Classification Code, the Committee found an average ROIC of 16 percent at such companies as of the end of the last reported fiscal year. The other portion of the Target is based solely on EPS to a maximum of 150 percent. Attaining the previous fiscal year’s EPS, plus a 5 percent growth factor established the EPS target for Fiscal 2008 at $1.39. Attainment of $1.39 provides the executive 50 percent of the target bonus. To attain the maximum of 150 percent, EPS maximum was set at $2.16, which is approximately 10 percent above the best EPS in the Company’s history in Fiscal 2004, adjusted as described below. Fiscal 2004 EPS utilized for purposes of this calculation was adjusted to reflect the effect on 2004 diluted earnings per share had compensation costs for stock option awards been determined in accordance with FAS 123(R). EPS actual results of less than 80 percent of target results in no bonus attributable to EPS.

As provided by the Officers Incentive Compensation Plan, the Committee has the discretion and authority to make any and all determinations necessary or advisable for administration of the Officers Incentive Compensation Plan. In addition, under the Officers Incentive Compensation Plan, the Committee, on an annual basis, coordinates an evaluation of previously identified specific strategic organizational goals and priorities established by the Board of Directors. A formal written evaluation document is completed annually by the members of the Board of Directors and an overall measurement is determined. The Board of Directors may adjust the core incentive eligibility and may modify the Financial Factors used in determining the incentive compensation by plus or minus 20 percent as determined by the formal written evaluation results of those strategic organizational goals and priorities. Strategic performance is measured only at the end of the fiscal year and may have included previously established strategic factors including, but not limited to:

For the purposes of the Officers Incentive Compensation Plan, the Board at a regularly scheduled meeting in October 2008 elected to modify amounts payable pursuant to EPS and ROIC targets by a positive 15.2 percent. This percentage was derived through a rating process administered by each Board member with respect to certain categories of strategic factors. At a regularly scheduled meeting in October 2007, the Board members selected and communicated the individual strategic factors of industry performance, market share, product quality and planning (both strategic and succession) as strategic factors to be evaluated and used in modifying the Financial Factors under the Officers Incentive Compensation Plan. The Board viewed these strategic factors as the most critical elements, in addition to the financial performance metrics used under the plan, to measure the success of the Company. Since ROIC at the end of Fiscal 2008 was lower than 16 percent and Fiscal 2008 EPS was less than $1.11 (80 percent of target EPS), application of the strategic modifier did not result in any additional amounts being paid under the Officers Incentive Compensation Plan.

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The table below reflects the amounts paid to Named Executive Officers under the Officers Incentive Compensation Plan:

Officers Incentive Compensation Plan Fiscal Period 2009 — In June 2008, the Board of Directors established and in October 2008, the Board of Directors approved, the financial performance measurements and the threshold, target and maximum performance levels for which incentive awards will be paid pursuant to the Officers Incentive Compensation Plan Fiscal Period 2009 (the “2009 Plan”) for Fiscal 2009. Similar to the Officers Incentive Compensation Plan designed by the Board of Directors for Fiscal 2008, the 2009 Plan was established to provide Named Executive Officers with quarterly incentive compensation awards based upon EPS and ROIC objectives (weighted at 75 percent EPS and 25 percent ROIC).

Bonus payments, if any, under the 2009 Plan will be comprised of 1/3 restricted stock (without the option for a participant to elect a cash payment in lieu of restricted stock). The Committee, on an annual basis, will coordinate an evaluation of previously identified specific strategic organizational goals and priorities established by the Board of Directors. The Board of Directors may adjust the core incentive eligibility by plus or minus 20 percent as determined by the formal written evaluation results of those strategic organizational goals.

Long-Term Incentives.    The Company recognizes long-term incentive opportunity as an important element of the total executive compensation program for Named Executive Officers. Long-term incentives are intended to retain and motivate executives and to encourage a strong link between management objectives and shareholder long-term interests. Company long-term incentives include the Officers Long-Term Incentive Plan described below, together with long-term incentives provided through grants of stock options and restricted stock.

Officers Long-Term Incentive Plan — The Company’s Named Executive Officers are eligible for annual incentive awards under the Company’s Officers Long-Term Incentive Plan (the “Long-Term Incentive Plan”). Each year, the Committee establishes a three-year performance plan to promote the long-term growth and profitability of the Company and to attract and retain executives by providing the

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officers an opportunity for an incentive award consisting of stock grants made in restricted shares of the Company’s Common Stock (or at the election of a participating officer, in cash).

The rewards for achieving results under these overlapping Long-Term Incentive Plans vary by each three-year period and by Named Executive Officer. In general, the awards are based upon the Company’s financial performance as measured against the three-year plan established by the Committee and approved by the Board of Directors. The financial performance measurements for each Long-Term Incentive Plan are primarily based upon the achievement of certain EPS thresholds as determined in each three-year plan. In addition, the Committee established certain minimum and return on equity (“ROE”) targets for the 2006-2008 Plan (as defined below) and certain minimum and maximum ROIC targets for the 2007-2009 Plan (as defined below) and certain minimum and ROIC targets for the 2008-2010 Plan (as defined below). As discussed below, the Committee prospectively changed the financial metrics to be utilized for the Long-Term Incentive Plan for the Fiscal 2009-2011 performance cycle from EPS and ROIC to a single metric of ROE. Stockholders’ equity at the beginning of the Company’s fiscal year of the applicable plan period is used as the basis figure for the calculation of ROE. The Company calculates EPS and ROIC in the same manner as described under “Annual Incentive Plan” above.

Under the Long-Term Incentive Plan, the amount of a Named Executive Officer’s incentive compensation for the three-year period is calculated to be in direct linear proportion to the Company’s measured financial performance expressed as a percentage against compensation targets for each participant, as determined by the Board of Directors. Named Executive Officers may be entitled to earlier vesting of awards under the Long-Term Incentive Plan in the event of a “Change of Control” (as defined in the Long-Term Incentive Plan), disability, termination of employment or death. See “Potential Payments upon Termination or Change of Control—Long-Term Incentive Plan Payments” below.

Long-Term Incentive Plan Fiscal 2006-2008 Performance Cycle.    In October 2005, the Committee established a three-year plan with management objectives based on EPS and ROE, with a performance period from Fiscal 2006 through Fiscal 2008 (the “2006-2008 Plan”). The Committee selected EPS and ROE as financial metrics for this plan period based on its belief that these financial metrics serve as important indicators of Company profitability and help to support the long-term goals for the Company and shareholders. The Committee instituted a threshold ROE requirement which provides that no payment will be made under the 2006-2008 Plan unless the Company achieves at least an average annual ROE of 21 percent for the fiscal three-year period. To the extent this threshold ROE is achieved, incentive award percentages under the 2006-2008 Plan were established by the Committee in accordance with three-year cumulative EPS targets.

The 2006-2008 Plan provided for a bonus (Target) of 25 percent of the annualized base salary (Target) to be awarded in restricted stock (or in cash at the participant’s election) at 100 percent achievement of each of the financial objectives of EPS and a minimum ROE. The annualized base salary figure utilized for measurement in the 2006-2008 Plan is the salary in place for each participant as of January 2006. The resultant incentive award (at 100 percent of the three-year fiscal financial targets) is adjusted up or down as determined by the actual financial performance of EPS expressed as a percentage (Financial Factor) at the end of the three-year fiscal period.

The Committee determined the three-year cumulative EPS target under the 2006-2008 Plan as follows: The Committee set the first year target for the 2006-2008 Plan as the actual EPS for Fiscal 2005, increased by 10 percent. The Committee set the second year target for the 2006-2008 Plan as the first year target EPS increased by 10 percent, and the third year target as the second year target EPS increased by 10 percent. Financial performance of less than 80 percent for EPS of the financial performance goal results in no incentive award under the 2006-2008 Plan. The Committee set the maximum target three-year cumulative EPS at $7.137, the best EPS fiscal year end in the Company’s history with a 10 percent per fiscal year projected increase. The maximum aggregate incentive award of 150 percent of Target can be earned if this financial measurement of EPS is maximized.

The actual three-year cumulative EPS and average annual ROE achieved for the 2006-2008 Plan period was $2.79 and 14.5 percent, respectively, which resulted in no payout in Fiscal 2008 under the 2006-2008 Plan.

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Long-Term Incentive Plan Fiscal 2007-2009 Performance Cycle.    In October 2006, the Committee established a three-year plan with management objectives based on EPS and ROIC, with a performance period from Fiscal 2007 through Fiscal 2009 (the “2007-2009 Plan”). The Committee selected EPS and ROIC, for this plan based on the same principles utilized for the Company’s annual incentive compensation plan in both Fiscal 2007 and Fiscal 2008, as discussed under “Annual Incentive Plan” above. The Committee decided to change from a ROE financial measurement utilized in the 2006-2008 Plan to ROIC in order to provide for relative consistency between the annual and longer term incentive plans and financial goals. In addition, the Committee viewed ROIC as a critical indicator of how effectively the Company uses its capital invested in its operations during periods of market volatility and as an important measurement of value of the Company is creating for its shareholders.

The 2007-2009 Plan provides for a bonus (Target) of 25 percent of the annualized base salary (Target) to be awarded in restricted stock (or in cash at the participant’s election) at 100 percent achievement of each of the financial objectives of EPS and ROIC. The annualized base salary figure utilized for measurement in the 2007-2009 Plan is the salary in place for each participant as of January 2007. The resultant incentive award (at 100 percent of the three-year financial targets) will be adjusted up or down as determined by the actual financial performance of EPS and ROIC expressed as a percentage (Financial Factor) at the end of the three-year fiscal period. In calculating the financial targets for incentive eligibility under the 2007-2009 Plan, the financial performance is weighted 75 percent to EPS and 25 percent to ROIC.

The Committee determined that the year one target under the 2007-2009 Plan would be the actual EPS for Fiscal 2006. The Committee set the second year target for the 2007-2009 Plan as the actual EPS for Fiscal 2007 and the third year target as the actual EPS for Fiscal 2008. The Committee set the maximum target for EPS at 10 percent above the best EPS fiscal year end (2004) in the Company’s history for year one and an additional 10 percent increase for each of the two succeeding years ($7.14 total).

Financial performance of less than 16.5 percent for ROIC and less than a $2.79 three-year cumulative EPS results in no incentive award under the 2007-2009 Plan. The maximum aggregate incentive award of 150 percent of Target can be earned if both financial measurement components of EPS and ROIC under 2007-2009 Plan are maximized.

Long-Term Incentive Plan Fiscal 2008-2010 Performance Cycle.    In October 2007, the Committee established a three-year plan with management objectives based on EPS and ROIC, with a performance period from Fiscal 2008 through Fiscal 2010 (the “2008-2010 Plan”). The Committee selected EPS and ROIC, for this plan based on the same principles utilized for the Company’s Officers Incentive Compensation Plan in Fiscal 2008, as discussed under “Annual Incentive Plan” above.

The 2008-2010 Plan provides for a bonus (Target) of 25 percent of the annualized base salary (Target) to be awarded in restricted stock (or in cash at the participant’s election) at 100 percent achievement of each of the financial objectives of EPS and ROIC. The annualized base salary figure utilized for measurement in the 2008-2010 Plan is the salary in place for each participant as of January 2008. The resultant incentive award (at 100 percent of the three-year financial targets) will be adjusted up or down as determined by the actual financial performance of EPS and ROIC expressed as a percentage (Financial Factor) at the end of the three-year fiscal period. In calculating the financial targets for incentive eligibility under the 2008-2010 Plan, the financial performance is weighted 75 percent to EPS and 25 percent to ROIC.

Financial performance of less than either 80 percent of the three-year cumulative EPS financial target (as described below) or 16 percent of the average annual ROIC financial target results in no incentive award under the 2008-2010 Plan. The maximum aggregate incentive award of 150 percent of Target can be earned if both financial measurement components of EPS and ROIC under 2008-2010 Plan are maximized. The Committee determined that both the target and maximum average annual ROIC for purposes of the 2008-2010 Plan would be 24.5 percent. The Committee also determined that the year one target under the 2008-2010 Plan would be the actual EPS for Fiscal 2007 of $1.32. The Committee set the second year target for 2008-2010 Plan as the actual EPS for Fiscal 2008, and the third year target as the actual EPS for Fiscal 2009. The Committee set the maximum target for the

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three year cumulative EPS at 10 percent above the best EPS fiscal year (2004) in the Company’s history for year one and an additional 10 percent increase for each of the two succeeding years ($7.14 total). Estimated future payouts of plan-based awards under the 2008-2010 Plan are reported in the columns designated “Threshold,” “Target” and “Maximum” in the Grants of Plan-Based Awards Table in the “Compensation Tables and Narrative Disclosure” below.

Long-Term Incentive Plan Fiscal 2009-2011 — In establishing the Long-Term Incentive Plan for the three-year period from Fiscal 2009 through Fiscal 2011 (the “2009-2011 Plan”), the Committee decided to change from EPS and ROIC financial measurements to ROE because those metrics are currently utilized under the Officers’ Incentive Compensation Plan. The Committee believes that the single metric of ROE adds an additional and separate financial metric that will further define and measure management’s effectiveness and the value created for shareholders on a long-term basis. In addition, all awards, if any, under the 2009-2011 Plan will be made solely in restricted stock.

2004 Incentive Compensation Plan — The 2004 Plan was adopted to reward key employees and Non-employee Directors by providing for certain cash benefits and additional means for those individuals to acquire Common Stock of the Company. The Company’s objective in the 2004 Plan is to further the interests of the Company and its shareholders by providing incentives to key employees and Non-employee Directors who contribute materially to the success and profitability of the Company. The Company additionally believes that the 2004 Plan serves to attract and retain certain key employees and Non-employee Directors.

The 2004 Plan provides that employees and Non-employee Directors may receive certain “Stock Awards,” “Performance Awards,” and “Stock Options,” each as defined under the 2004 Plan. Terms, conditions and limitations applicable to any awards granted under the 2004 Plan are recommended by the Committee to the Board of Directors.

Restricted Stock.    The Company utilizes restricted stock awards to complement stock options and other 2004 Plan awards as a basis for long-term equity incentive compensation. The Committee recognizes that competitive market practices have placed an increasing use of restricted stock awards as a part of total executive compensation strategy. The Company’s stock awards are intended to retain and motivate officers or employees, including Named Executive Officers, to seek to improve long-term stock market performance and to enhance shareholder value by placing a portion of their compensation at risk and directly tied to Company stock price appreciation. While the Committee believes that stock options and restricted stock grants both continue to serve as critical elements of long-term compensation plan design, in Fiscal 2008, the Committee recognized that competitive market practices were shifting and that restricted stock awards were becoming a more prevalent means of long-term compensation. The restricted stock awards provide for an effective recruitment and retention tool, inspire increased motivation by providing ownership, maintain motivation because of intrinsic value even during periods of stock price fluctuations, and further align the interests of management and the shareholders.

The Company from time to time makes restricted stock awards to Named Executive Officers pursuant to the 2004 Plan. In October 2006, the Committee recommended, and the Board approved, an amendment to the 2004 Plan to reduce the minimum restriction period for non-performance based stock awards. The Committee believed that one year was the most appropriate minimum restriction period to effectively motivate executives and key personnel participants. The Company granted time based, non-performance restricted stock awards at the Board and Committee meetings in October 2007 to the Named Executive Officers as follows:

Robert J. Olson – 10,000 shares

Raymond M. Beebe – 5,500 shares

William J. O’Leary – 5,500 shares

Robert L. Gossett – 5,500 shares

Sarah N. Nielsen – 5,500 shares

Bruce D. Hertzke (Chairman of the Board and Chief Executive Officer – Retired May 30, 2008) – 17,000 shares

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Pursuant to each restricted stock award agreement between the Company and each Named Executive Officer, the restricted stock grants vest in annual increments of one-third commencing October 10, 2008, one-third on October 10, 2009, and the remaining one-third on October 10, 2010. Named Executive Officers are entitled under each of the respective restricted stock award agreements to receive dividends declared on the restricted stock beginning from the time such restricted stock is granted, regardless of the vesting schedule of the restricted stock grants. In addition, Named Executive Officers may be entitled to earlier vesting of restricted stock awards under the 2004 Plan in the event of a “Change of Control” (as defined in the 2004 Plan) of the Company, disability, termination of employment or death. See “Potential Payments upon Termination or Change of Control—2004 Incentive Compensation Plan Payments” below.

On March 26, 2008, the Board approved the grant of 20,000 shares of restricted Common Stock of the Company to Mr. Hertzke in recognition of his contributions to the Company’s success during his 36 years of service with the Company. All of the unvested restricted stock awarded to Mr. Hertzke vested on May 30, 2008, the final day of Mr. Hertzke’s employment with the Company. See Option Exercises and Stock Vested Table in the “Compensation Tables and Narrative Disclosure” below.

Stock Options.    The Company, from time to time, also provides long-term incentives under the 2004 Plan in the form of stock options granted to Named Executive Officers and other key management personnel. Stock option grants are intended to retain and motivate Named Executive Officers to seek to improve long-term stock market performance and enhance shareholder value by placing a portion of their compensation at risk and directly tied to stock price appreciation. No stock options were granted to Named Executive Officers by the Company in Fiscal 2008.

Under the 2004 Plan, incentive and non-qualified stock options may be granted at any time for new hires, promotions or other compensation-based reasons as determined by the Committee. In previous years, stock option awards have been recommended by the Committee and approved by the Board at the regularly scheduled October Board of Directors and Committee meetings following our fiscal year end. Any future stock options are expected to be granted at the closing market price on the date of grant by the Committee and, as such, will only gain value if the price of the Company’s Common Stock underlying the stock option increases above the price of the Company’s Common Stock on the date of the stock option grant. Prior to Fiscal 2007, stock options were granted by the Company at the “prevailing market price” — the mean between the highest and lowest price on the date of the grant. Options are exercisable at such time or times and in such amount or amounts as determined by the Committee, generally vesting and exercisable over a three-year period in one-third increments per year, with the term of stock options extending no more than 10 years after the grant date.

In addition, Named Executive Officers may be entitled to earlier vesting of stock option awards under the 2004 Plan in the event of a “Change of Control” (as defined in the 2004 Plan) of the Company, disability, termination of employment or death. See “Potential Payments upon Termination or Change of Control—2004 Incentive Compensation Plan Payments” below. Additional vesting rules apply to incentive stock options and non-qualified options under the 2004 Plan pursuant to individual option award agreements entered into between each stock option grantee and the Company on the date of the stock option grant.

As all stock options granted in the future are expected to be at the closing market price on the date of the stock options granted, the Company believes that the value of any such stock option will bear a direct relationship to the Company’s stock price and, as such, provides for an effective incentive for Named Executive Officers to create value for shareholders. While the Committee does not believe that granting stock options every year is necessary to achieve incentive compensation goals, the Committee continues to believe that stock options are an important component of its long-term compensation philosophy.

Benefits.    The Company’s Named Executive Officers are eligible to participate in the same Company benefit plans designed for all of our full-time employees. The basic insurance package includes health, dental, disability and basic group life insurance coverage. In addition, certain management employees of the Company, including the Named Executive Officers, may qualify for retiree healthcare benefits (if hired before April 2001). Under the Company’s Long-Term Disability Plan,

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salaried employees are eligible for a monthly benefit based upon 60 percent of pre-disability earnings up to a maximum monthly benefit of $10,000. This monthly benefit percentage eligibility for all employees, including Named Executive Officers, was reduced from 70 percent to 60 percent beginning in January 2008.

Except as specifically summarized in this Compensation Discussion and Analysis, the Company does not currently provide retirement payments and benefits for Named Executive Officers following his or her retirement, including, but not limited to, tax-qualified defined benefit plans and supplemental executive retirement plans.

Profit Sharing and Deferred Savings and Investment Plan — The Company maintains a 401(k) plan, the Winnebago Industries, Inc. Profit Sharing and Deferred Savings and Investment Plan (the “401(k) Plan”), which is a tax-qualified defined contribution plan maintained for the benefit of substantially all hourly and salaried employees including our executives. The 401(k) Plan offers Named Executive Officers and all other Company employees the opportunity to defer income that is made a part of their total compensation package. The Company may, at its discretion, also provide for a Company matching contribution at a rate set by the Committee and approved by the Board on a quarterly basis each calendar year. For Fiscal 2008, the Company made matching contributions ranging from $0.40 to $0.50 per $1.00 employee contribution, up to 6 percent of the base compensation deferred by employees (subject to IRS limits and non-discrimination testing). Although executives, including the Named Executive Officers, are eligible to participate in the 401(k) Plan, the application of the annual limitation on contributions under the IRC prevents executives from participating at the same level as non-executives. This compensation element is tax-deferred and is not intended to affect the value of any other compensation element, but the amount of contributions that may be made under the 401(k) Plan may affect calculation of payments that may be paid upon a change in control as described below.

Split Dollar Life Insurance — In 1988, the Board of Directors approved the adoption of an Executive Split-Dollar Life Insurance Program with respect to certain executives of the Company. The primary purpose of this insurance was to provide these executives with supplemental retirement income for a period of 15 years after retirement. Additionally, this insurance was intended to provide a liquid asset to heirs of executives to pay estate taxes, thereby minimizing the necessity for their estates to sell large blocks of shares of the Company to pay estate taxes, which sales might disrupt the market for the Company’s shares.

We have not offered this insurance as a continuing part of the Named Executive Officer total compensation package or to other members of management since 1998 due to regulatory and tax changes that made this program less attractive, but have maintained the benefit for those originally participating in the program. The plan is funded with individual whole life insurance policies owned by the named insured executive. The life insurance premiums were initially paid by the Company on the life of the executives and the executive receives life insurance and supplemental cash payment during the 15-years following retirement. The Company will “cost recover” materially all of the premiums paid by the Company at the executives death, as each insured executive has collaterally assigned to the Company the right to receive proceeds in an amount equal to the total dollar value of premiums paid by the Company. The premiums paid on the executives policies since 2004 have been paid by the participating executives through bonus payments made by the Company to the executive and are not subject to cost recovery by the Company.

Executive Share Option Program — We established the Executive Share Option Program in April 1997 to provide executives with an opportunity to defer a portion of their compensation in the form of options to purchase mutual funds invested in companies other than the Company. Due to the enactment in 2004 of Section 409A of the IRC, which provides new tax rules for deferred compensation plans, the Executive Share Option Program was frozen effective December 31, 2004. Accordingly, there have been and will be no new deferrals or contributions to the Executive Share Option Program after that date and no new participants may enter the plan. We maintain the account balances as part of the executives’ past compensation to be paid in the future in accordance with the terms of the plan, but these accounts are not considered a currently active part of the total compensation package of any Named Executive Officer participating in the plan.

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Deferred Compensation Plan (1981) — Under the Winnebago Industries, Inc. Non-Qualified Deferred Compensation Plan (1981), executive officers and other key employees were eligible to annually elect to defer a portion of their compensation until retirement. The retirement benefit provided is based upon the amount of compensation deferred and the age of the individual at the time of the deferral, at a rate per annum determined by the Board ranging from 6 to 8 percent per annum. Under the plan, a participant generally vests at the later of age 55 and five years of service since the deferral was made. For deferrals prior to December 1992, vesting occurs at the later of age 55 and five years service from first deferral or 20 years of service. To assist in funding the deferred compensation liability, the Company invested in corporate-owned life insurance policies. Participants in the plan have the same status as unsecured creditors of the Company. In 2001, the Board of Directors elected to freeze this plan to additional participants. We maintain the account balances as part of the executives’ past compensation to be paid in the future in accordance with the terms of the plan, but these accounts are not considered a currently active part of the total compensation package of any Named Executive Officer participating in the plan.

Executive Deferred Compensation Plan 2007 (Non-Qualified Deferred Compensation Plan) — In December 2006, the Board adopted the Winnebago Industries, Inc. Executive Deferred Compensation Plan (the “Executive Deferred Compensation Plan”). The Executive Deferred Compensation Plan permits executive officers, including the Named Executive Officers, to defer a portion of their salary and all or a portion of their cash incentive award compensation. The Executive Deferred Compensation Plan became effective as of January 1, 2007 and applies to compensation paid to participants on and after such date.

Under the Executive Deferred Compensation Plan, executive officers and certain key employees may annually choose to defer up to 50 percent of their salary and up to 100 percent of their cash incentive awards. The Committee may, from time to time and in its sole and absolute discretion, select the available investments in which a participant’s deferred benefit account may be deemed invested (“Available Investments”).

Each participant may designate the Available Investments in which his or her deferred benefit account will be deemed invested, and the percentage of his or her deferred benefit account that will be invested in each Available Investment, for purposes of determining the amount of earnings or losses to be credited or debited to his or her deferred benefit account.

A participant in the Executive Deferred Compensation Plan will, upon the first to occur of the following events, be entitled to a payment (a “Deferred Benefit”) equal to the amount of his or her deferred benefit account as of the determination date coinciding with such event:

Under the Executive Deferred Compensation Plan, the Company is required to pay to the participant (or the participant’s beneficiary), his or her Deferred Benefit in one of the following forms (as elected in the participation agreement filed by the participant with the administrator of the Executive Deferred Compensation Plan):

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In the absence of a participant’s election as to the form of the payout, a participant’s Deferred Benefit account will be paid over a 120-month period.

The Executive Deferred Compensation Plan adopted effective January 2007 was established to provide a replacement to several of the executive non-qualified deferred compensation programs that were previously frozen by the Company. The Committee believed that it was important to provide a current program that would permit executives to defer a portion of their compensation on a voluntary basis to supplement future retirement income due to contribution limitations on the Company’s qualified 401(k) Plan.

Perquisites.    The Company provides Named Executive Officers with certain limited perquisites that the Committee believes are reasonable and consistent with the overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to Named Executive Officers. Based upon this periodic review, perquisites are awarded or adjusted on an individual basis. Named Executive Officers are not automatically awarded all, or in equal amounts, perquisites granted by the Company.

Executive Physical — In an effort to encourage executives to monitor and maintain good health, the Company pays for voluntary annual physical examinations for executives, including the Named Executive Officers.

Corporate Automobile — In February 2008, the Company discontinued the perquisite of providing each Named Executive Officer with the use of an automobile. Prior to the date this program was discontinued, the automobile could be used both for business and personal purposes and as such, the portion of the value attributable to personal use was considered additional compensation to the executive. The value of this additional compensation for each individual is included as “All Other Compensation” in the “Summary Compensation Table” below.

Motor Home Use — The Company provides each of its executives, including Named Executive Officers, an opportunity to utilize our motor homes on a periodic and temporary basis. We encourage the executive to have first hand understanding of the recreational vehicle lifestyle experienced by our customers and to provide the executive with the opportunity to evaluate product design and efficiency.

Company Aircraft — The Company aircraft is intended to be used only in the conduct of official Company business. When the Company aircraft makes flights in the conduct of Company business, Named Executive Officers while not on official Company business as well as other passengers who are not Company employees may occupy seats only when approved by the CEO. Occasionally, spouses or guests of Named Executive Officers may accompany the executive on a flight or may occupy an available seat on the aircraft. As appropriate, imputed cost of aircraft use is treated as compensation and reported according to IRS regulations. In Fiscal 2008, none of the Named Executive Officers utilized the Company aircraft exclusively for personal use.

Other Matters.

Stock Ownership Guidelines — In 1999, the Committee adopted Stock Ownership Guidelines for executives. In general, each executive has five years from the date he or she becomes an executive to accumulate the appropriate number of shares. The purpose of the guidelines is to encourage our executive officers to own and retain Company shares, thereby aligning their interests with our shareholders. Although these guidelines are not mandatory, executive officers are strongly encouraged to follow them. However, special personal circumstances may require an executive officer to depart from the guidelines. The table below describes the ownership guidelines for the Chief Executive Officer and each of the other Named Executive Officers and the number of shares beneficially owned for the purposes of the guidelines as of August 30, 2008.

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Severance Payments — The compensation package of each Named Executive Officer also provides for special payments and accelerated vesting of other compensation opportunities upon termination of employment or in specified circumstances involving significant reduction of duties or in working conditions. The Company has entered into change of control agreements with each of the Named Executive Officers and certain other executive officers (collectively, “Executive Change of Control Agreements”).

The Executive Change of Control Agreements generally provide that, in the event of a termination of the executive’s employment (for a reason other than death, disability, willful misconduct, normal retirement or, under certain circumstances, a voluntary termination of employment by the executive) within three years of a change of control, such executive will receive a cash payment and certain other benefits.

The Committee believes these agreements are an important part of the total executive compensation program because they protect the Company’s interest in the continuity and stability of the executive group. The Committee also believes that these agreements reduce the executives’ interest in working against a potential change in control and help to keep them focused on minimizing interruptions in business operations by reducing any concerns they may have of being terminated prematurely and without cause during any ownership transition. See “Potential Payments upon Termination or Change of Control—Executive Change of Control Agreements” below for additional detail.

We have not provided any executives with special agreements regarding severance with the exception of the Executive Change of Control Agreements described above. Our executives are eligible, however, for the same severance program afforded to all salaried employees when an employee is terminated for circumstances outside of their control. Essentially, this program provides for one week of severance pay for each full year of continuous service, up to a maximum of 26 weeks. One week of severance pay is equal to the executive’s weekly base compensation.

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate other filings with the SEC, including this proxy statement, in whole or in part, the following Winnebago Industries Human Resources Committee Report on Compensation Discussion and Analysis shall not be deemed to be incorporated by reference into any such filings.

Human Resources Committee Report on Compensation Discussion and Analysis

The Human Resources Committee (the “Committee”) discharges the Board’s responsibilities relating to compensation of the Company’s executive officers. The Committee approves and evaluates all compensation of executive officers, including salaries, bonuses, and compensation plans, policies and programs of the Company.

The Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Resources Committee Report on Compensation Discussion and Analysis portions of the proxy statement, as described in the Committee’s Charter.

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The Compensation Discussion and Analysis has been prepared by management of the Company. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation. The Compensation Discussion and Analysis is not a report or disclosure of the Committee.

The Human Resources Committee of Winnebago Industries, Inc.’s Board of Directors:

Human Resources Committee:

Gerald C. Kitch, Chairman
Irvin E. Aal
Robert M. Chiusano
Jerry N. Currie

Human Resources Committee Interlocks and Insider Participation.    The current members of the Human Resources Committee of the Board of Directors, Messrs. Kitch, Aal, Chiusano and Currie, were not at any time during Fiscal 2008 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under applicable SEC rules. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Company’s Board of Directors or the Human Resources Committee during Fiscal 2008.

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Compensation Tables and Narrative Disclosure

SUMMARY COMPENSATION TABLE

The following tables set forth compensation information for the Company’s Named Executive Officers for services rendered in all capacities to the Company and its subsidiaries in Fiscal Years 2008 and 2007.

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GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides additional information relating to plan-based awards granted to our Named Executive Officers during Fiscal 2008.

Narrative Disclosure to Summary Compensation Table and Grants of Plan Based Awards

Executive Employment Arrangements

None of the Named Executive Officers has an employment agreement. However, each Named Executive Officer has an Executive Change of Control Agreement that provides the executive with three-year severance benefits in the event he or she ceases to be employed by the Company within three years of a “Change of Control,” as defined in the agreement. Discussion of the payouts provided for under various termination situations is set forth in the section “Potential Payments upon Termination or Change of Control” below.

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Base Salary

The Committee annually reviews and adjusts base pay, in keeping with the overall objectives, pay philosophy and relative position with comparable companies, all as discussed in more detail in the “Compensation Discussion and Analysis.” For Fiscal 2008, base salaries (including amounts deferred to the 401(k) Plan) as a percentage of total compensation shown in the Summary Compensation Table, were approximately 54 percent for Mr. Olson, 54 percent for Mr. Beebe, 56 percent for Mr. O’Leary, 56 percent for Mr. Gossett, 60 percent for Ms. Nielsen and 30 percent for Mr. Hertzke.

Stock Awards

Stock based grants under the 2004 Plan were made as restricted stock in Fiscal 2008 and Fiscal 2007 and stock options grants in prior years. Descriptions of these types of grants and the reason for these types of grants are discussed in “Compensation Discussion and Analysis—2004 Incentive Compensation Plan.” Grants of restricted stock and stock options, the FAS 123(R) expense which is disclosed in the Summary Compensation Table, begin vesting in annual increments of one-third after one year from the date of grant for restricted stock grants and generally vest and are exercisable over a three-year period for stock options. Restricted Stock grants and stock option awards are subject to earlier vesting in the event of a Change of Control or termination of employment, as set forth in the section “Potential Payment upon Termination or Change of Control” below.

Annual Incentive Plan

In addition to base salary, each Named Executive Officer is eligible to receive, subject to certain financial performance metrics, a target annual incentive bonus equal to a percentage of his or her annual base salary, as follows: Mr. Olson — 90 percent, Mr. Beebe, Ms. Nielsen, Mr. O’Leary, Mr. Gossett — 60 percent and Mr. Hertzke — 105 percent. The Committee increased Mr. Olson’s target annual incentive bonus percentage from 75 percent to 90 percent in May 2008, at the time Mr. Olson was elected CEO. This element of compensation is carried out through the Officers Incentive Compensation Plan Fiscal Period 2008, which is discussed in the “Compensation Discussion and Analysis—Annual Incentive Plan” above.

Long-Term Incentive Plans

As indicated in the Summary Compensation Table above, no payouts were made to Named Executive Officers under the 2006-2008 Plan. This element of compensation is described in the “Compensation Discussion and Analysis—Long-Term Incentives” above.

See “Compensation Discussion and Analysis” for further information regarding the terms of awards reported in the Summary Compensation Table and the Grants of Plan-Based Awards Table and for discussions regarding officer stock ownership guidelines, incentive compensation awards, and allocations between short-term and long-term compensation.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides information regarding the outstanding equity awards held by each of the Named Executive Officers as of August 30, 2008.

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OPTION EXERCISES AND STOCK VESTED TABLE

The following table provides the amounts received upon the exercise of options or similar instruments or the vesting of stock or similar instruments during the most recent fiscal year.

NONQUALIFIED DEFERRED COMPENSATION TABLE

The following table discloses contributions, earnings and balances under nonqualified deferred compensation plans for each Named Executive Officer. For fiscal years prior to Fiscal 2007, amounts deferred under the Company’s Executive Share Option Program and the Executive Deferred Compensation Plan by each Named Executive Officer were not reported separately from such Named Executive Officer’s reported compensation and no above-market earnings were realized or reported, but Company contributions to the plans were included in “All Other Compensation” in the Summary Compensation Tables for prior fiscal years.

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The Company’s Executive Share Option Program was established in 1997 to provide executives with an opportunity to defer a portion of their compensation in the form of options to purchase mutual funds invested in companies other than the Company. The Executive Share Option Program was frozen effective December 31, 2004. Accordingly, no new deferrals or contributions to the Executive Share Option Program have been made after that date and no new participants may enter the plan.

The Company’s Non-Qualified Deferred Compensation Program (1981) permitted key employees to annually elect (via individual contracts) to defer a portion of their compensation until their retirement. The plan has been closed to any additional deferrals since January 2001. The retirement benefit to be provided is based upon the amount of compensation deferred and the age of the individual at the time of the contracted deferral. To assist in funding the deferred compensation liability, the Company invested in corporate-owned life insurance policies. See “Compensation Discussion and Analysis—Deferred Compensation Plan (1981)” above for a description of this plan.

The Company’s Executive Deferred Compensation Plan permits Named Executive Officers to defer a portion of their salary and all or a portion of their cash incentive award compensation. The Executive Deferred Compensation Plan was effective as of January 1, 2007 and applies to compensation paid to participants on and after such date. See “Compensation Discussion and Analysis—Executive Deferred Compensation Plan 2007 (Non-Qualified Deferred Compensation Plan)” for a description of this plan.

Split Dollar Life Insurance — In 1988, the Board of Directors approved the adoption of an Executive Split-Dollar Life Insurance Program with respect to certain executives of the Company. The primary purpose of this insurance was to provide these executives with supplemental retirement income for a period of 15 years after retirement. Additionally, the insurance provided for was intended to provide a liquid asset to heirs of executives to pay estate taxes, thereby minimizing the necessity for their estates to sell large blocks of shares of the Company to pay estate taxes, which sale might disrupt the market for the Company’s shares. We have not offered this insurance as a continuing part of the Named Executive Officer total compensation package or to other members of management since 1998 due to regulatory and tax changes that made this program less attractive but have maintained the benefit for those originally participating in the program.

Potential Payments upon Termination or Change of Control

Executive Change of Control Agreements

During Fiscal 2001, the Board of Directors approved Executive Change of Control Agreements (the “Agreements”) for certain executive officers of the Company and, at later dates, approved Agreements for certain other executive officers, including Named Executive Officers not previously a party to an Agreement. The purpose of the Agreements is to reinforce and encourage such executives to maintain objectivity and a high level of attention to their duties without distraction from the possibility of a change of control of the Company. These Agreements provide that in the event of a “Change of Control” of the Company, as that term is defined in the Agreements and summarized below, each such executive (provided such Change of Control occurs when the executive is in the employ of the Company) would receive, in the event he or she ceases to be employed by the Company within three years following a Change of Control of the Company (for a reason other than death, disability, willful misconduct, normal retirement or, under certain circumstances, a voluntary termination of employment by the executive), a lump-sum equal to three times the average of the aggregate annual compensation paid to the

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executive during the three fiscal years preceding the Change of Control. This multiple was arrived at through an analysis of certain Compensation Peers change of control agreements at the time these agreements were developed.

In addition, under the Agreements, if an executive’s employment is terminated (other than as described above) within three years following a Change of Control (provided the Change of Control occurs when the executive is in the employ of the Company) the executive would be entitled to (i) life, dental, vision, long-term disability and health insurance benefits for three years following such “Change of Control” (provided that in the case of the dental, vision and health insurance benefits, such benefits shall be extended to the time the executive reaches age 65), (ii) transfer of title to the company car, if any, then utilized by such executive to such executive, (iii) continued coverage, at the Company’s expense, in the Executive Split Dollar Life Insurance Program, under certain circumstances until the later of the time the executive reaches age 55 or three years following the executive’s termination, (iv) immediate vesting under any of the Company’s deferred compensation plans and deferred bonus plans and immediate vesting of all stock options, restricted stock and rights, (v) purchase by the Company, at the option of the executive, of any restricted stock then owned by the executive at the fair market value thereof and (vi) a cash payment of the amount necessary to ensure that the payments or value of the benefits listed in this paragraph and the immediately preceding paragraph are not subject to net reduction due to the imposition of federal excise taxes.

Under the Agreements, a “Change of Control” occurs when (i) any person or other entity (except for the Company and certain Hanson family members or certain related persons or entities to the Company or such Hanson family members) acquires 20 percent or more of the outstanding stock of the Company or (ii) individuals who shall qualify as Continuing Directors (as defined below) 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. “Continuing Director” means (i) any member of the Company’s Board of Directors, while such person is a member of the Board, who is not an affiliate or associate of any person or group described in clause (i) of the preceding sentence (an “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.

Annual Incentive Plan Payments

In the event of a “Change in Control” (as defined in the Officers Incentive Compensation Plan), participants are entitled to receive awards within 15 days of the effective date of the Change in Control based upon the Committee’s estimate of the Company’s financial performance through the end of the fiscal year in which such Change in Control occurs. A participant must be employed by the Company at the end of the fiscal year to be eligible for any previous quarterly holdback allocations, except for a Change in Control as described above or as waived by the Committee for normal retirement, disability and death.

Long-Term Incentive Plan Payments

In the event of a “Change in Control” (as defined in each of the Long-Term Incentive Plans) participants are entitled to receive awards within 15 days of the effective date of the Change in Control based on the Committee’s estimate of the Company’s financial performance through the end of the Long-Term Incentive Plan three-year fiscal period in which such Change in Control occurs. A participant must be employed by the Company at the end of the three-year fiscal period to be eligible for any long-term incentive award, except for a Change in Control as described above or as waived by the Committee for normal retirement, disability and death.

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2004 Incentive Compensation Plan Payments

Restricted Stock.    Pursuant to restricted award agreements entered into by each Named Executive Officer, unvested awards of restricted stock will immediately vest to Named Executive Officers under the following circumstances:

In addition, any restricted shares that are not vested under the 2004 Plan will vest upon a “Change of Control” ( as defined in the 2004 Plan) of the Company. In all other circumstances, in the event that a Named Executive Officer ceases to be employed by the Company or any subsidiary, any awards held by such grantee will terminate and thereafter, be null and void.

Stock Options

Any options not vested under the 2004 Plan will vest upon a “Change of Control” (as defined in the 2004 Plan) of the Company, pursuant to the terms of the 2004 Plan. In the event that a Named Executive Officer ceases to be employed by the Company, stock options held by such Named Executive Officer will vest as follows:

In the event that a Named Executive Officer ceases to be employed by the Company other than because of retirement, disability or death or if retirement, disability or death occurs before the Named Executive Officer has completed five consecutive years of employment with the Company, any outstanding stock options held by the Named Executive Officer which have not vested as of the date of termination of employment will terminate and the Named Executive Officer may exercise any options in which he or she is vested at the date of termination of employment for a period of three months following such date of termination of employment.

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ESTIMATED CHANGE OF CONTROL OR TERMINATION PAYMENTS AND
BENEFITS AT THE END OF FISCAL 2008

The tables below reflect the payments and benefits payable to each of the Named Executive Officers (other than Bruce D. Hertzke since his employment with the Company ended before August 30, 2008) in the event of a termination of the executive’s employment under several different circumstances. The amounts shown assume that termination was effective as of August 30, 2008, at the executive’s compensation and service levels as of that date, and are estimates of the amounts that would be payable to the Named Executive Officers in each scenario and do not include benefits paid by insurance providers under life and disability policies or payments and benefits provided on a non-discriminatory basis to employees upon a termination of employment. The actual amounts to be paid out can only be determined at the time of an executive’s actual separation from the Company. Factors that could affect the nature and amount of the amounts paid on termination of employment, among others, include the timing of event, compensation level, the market price of the Company’s Common Stock and the executive’s age.

Payments relating to the Officers Incentive Compensation Plan and the Long-Term Incentive Plan are not currently applicable, as the Company did not meet the applicable threshold requirements of these plans as of the end of Fiscal 2008. Also, no amounts would be realized with respect to any outstanding unvested stock options, as the exercise prices of the stock options held by the Named Executive Officers were greater than the closing price of the Company’s Common Stock on August 29, 2008.

NAMED EXECUTIVE: ROBERT J. OLSON

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NAMED EXECUTIVE: RAYMOND M. BEEBE

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NAMED EXECUTIVE: WILLIAM J. O’LEARY

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NAMED EXECUTIVE: ROBERT L. GOSSETT

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NAMED EXECUTIVE: SARAH N. NIELSEN⁽¹⁾