WINNEBAGO INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED ON OCTOBER 15, 2003
The Winnebago Industries, Inc. Directors' Deferred Compensation Plan (the "Plan").
2. EFFECTIVE DATE AND PLAN YEAR The Plan is effective April 1, 1997. The Plan Year shall be from
January 1 through December 31 each year.
3. PURPOSE OF THE PLAN The Plan's purpose is to enable the directors of Winnebago Industries, Inc. (the
"Company"), who are nonemployees, to elect to receive their fees and retainers as members of the Board of
Directors and committees of the board in a form other than as direct payments.
4. PARTICIPANTS Any member of the Board of Directors of the Company who is not an employee may elect
to become a participant ("Participant" or "Director") under the Plan by filing an election in the form prescribed by
the Board of Directors.
5. COMPENSATION ELIGIBLE FOR DEFERRAL Any Participant may elect, in accordance with Section 6
of this Plan, to defer annually the receipt of a portion of the director's fees or retainers otherwise payable to him
or her by the Company in any calendar year for services to the Company ("Deferral Compensation"), which
portion shall be designated by him or her. Compensation paid to a Director for business or professional services
rendered to the Company shall not be treated as Deferral Compensation.
6. ELECTION FORM Each Director shall be entitled to file with the Plan Administrator before June 1, 1997,
and thereafter prior to December 31 of each Plan Year (or prior to the commencement of the term of a new
Director) a form prescribed by the Board of Directors so as to make an election under the Plan. Pursuant to such
election, a Director may elect with respect to a Plan Year to defer a designated percentage of Deferral
Compensation of either fifty percent (50%) or one hundred percent (100%). The Director's election shall also
include: (i) the manner in which the Deferral Compensation is to be applied, (ii) the timing of receipt of pa