Rights Plan Agreement [Amendment No.1]

                                 AMENDMENT NO.1
                                       TO
                           WINNEBAGO INDUSTRIES, INC.
                              RIGHTS PLAN AGREEMENT


     This Amendment No.1 to Winnebago Industries, Inc. Rights Plan Agreement is
dated as of January 13, 2003 (this "Amendment") between Winnebago Industries,
Inc. (the "Company"), an Iowa corporation, and Wells Fargo Bank Minnesota, N.A.
f/k/a Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), to the
Winnebago Industries, Inc. Rights Plan Agreement (the "Rights Agreement"), dated
as of May 3, 2000, between the Company and the Rights Agent.

     WITNESSETH:

     WHEREAS, the Board of Directors of the Company has determined to amend the
Rights Agreement (the terms defined therein and not otherwise defined herein
being used herein as therein defined);

     NOW, THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereto agree as follows:

     SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of
                "Acquiring Person" in Section 1 is amended in full to read as
                 follows:

         "Acquiring Person" shall mean any Person who or which, together with
         all Affiliates and Associates of such Person, shall be the Beneficial
         Owner of 15 % or more of the Common Shares of the Company then
         outstanding, but shall not include (i) the Company, (ii) any Subsidiary
         (as such term is hereinafter defined) of the Company, (iii) any
         employee benefit plan of the Company or any Subsidiary of the Company,
         (iv) any Person holding Common Shares for or pursuant to the terms of
         any such employee benefit plan, (v) any Hanson Family Member, or (vi)
         FMR Corp., its Affiliates and Associates ("FMR"), but only so long as
         (A) FMR is the beneficial owner of less than twenty percent (20 %) of
         the shares of common stock then outstanding and (B) FMR reports or is
         required to report such ownership on Schedule 13G of the Exchange Act
         or on Schedule 13D under the Exchange Act (or any comparable or
         successor report) which Schedule 13D does not state any present
         intention to hold such shares of common stock with the purpose or
         effect of changing or influencing the control of the Company.
         Notwithstanding the foregoing, no Person shall become an "Acquiring
         Person" as the result of (x) an acquisition of Common Shares by the