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<SEC-DOCUMENT>0000897101-04-000310.txt : 20040213
<SEC-HEADER>0000897101-04-000310.hdr.sgml : 20040213
<ACCEPTANCE-DATETIME>20040213125559
ACCESSION NUMBER:		0000897101-04-000310
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20040213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WINNEBAGO INDUSTRIES INC
		CENTRAL INDEX KEY:			0000107687
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR HOMES [3716]
		IRS NUMBER:				420802678
		STATE OF INCORPORATION:			IA
		FISCAL YEAR END:			0828

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-18260
		FILM NUMBER:		04596664

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 152
		CITY:			FOREST CITY
		STATE:			IA
		ZIP:			50436
		BUSINESS PHONE:		5155826808

	MAIL ADDRESS:	
		STREET 1:		P O BOX 152
		CITY:			FOREST CITY
		STATE:			IA
		ZIP:			50436

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MODERNISTIC INDUSTRIES INC
		DATE OF NAME CHANGE:	19670528

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HANSON CAPITAL PARTNERS LLC
		CENTRAL INDEX KEY:			0001266148
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR HOMES [3716]
		IRS NUMBER:				522286575
		STATE OF INCORPORATION:			IA
		FISCAL YEAR END:			0828

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 152
		CITY:			FOREST CITY
		STATE:			IA
		ZIP:			50436
		BUSINESS PHONE:		772 225 9095
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>wgo040727_13da.txt
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    under the Securities Exchange Act of 1934
                               (Amendment No. 22)*




                           WINNEBAGO INDUSTRIES, INC.
                                (Name of Issuer)

                          COMMON STOCK, $.50 PAR VALUE
                         (Title of Class of Securities)

                                    974637100
                                 (CUSIP Number)

                             WILLIAM M. LIBIT, ESQ.
                             CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                             CHICAGO, ILLINOIS 60603
                                 (312) 845-2981
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                FEBRUARY 12, 2004
                          (Date of Event which Requires
                            Filing of This Statement)




If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("ACT") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.


<PAGE>


CUSIP No. 974637100
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
(1)   Names of Reporting Persons
      S.S. or I.R.S. Identification Nos. of Above Person

      Hanson Capital Partners, L.L.C. I.R.S. Identification No. 52-2286575

      John V. Hanson      SS# ###-##-####
      Mary Joan Boman     SS# ###-##-####
      Paul D. Hanson      SS# ###-##-####


- --------------------------------------------------------------------------------
(2)   Check the Appropriate Box if a Member of a Group
      (See Instructions)                                               (a) [x]
                                                                       (b) [ ]



- --------------------------------------------------------------------------------
(3)   SEC Use Only




- --------------------------------------------------------------------------------
(4)   Source of Funds

      Not applicable.


- --------------------------------------------------------------------------------
(5)   Check if Disclosure of Legal Proceedings is Required
      Pursuant to Items 2(d) or 2(e)                                       [ ]


- --------------------------------------------------------------------------------
(6)   Citizenship or Place of Organization

      Hanson Capital Partners, L.L.C. is a Delaware limited liability
      company.

      John V. Hanson, Mary Joan Boman and Paul D. Hanson are United States
      citizens.


<PAGE>


CUSIP No. 974637100                                                       Page 2
- --------------------------------------------------------------------------------



                   -------------------------------------------------------------
                   (7)   Sole Voting Power
                         Hanson Capital
                            Partners, L.L.C.        2,262,006 shares (13.3%)
                         John V. Hanson             20,130 (includes 100 shares
                                                    owned by wife and 20,000
                                                    shares which John V. Hanson
                                                    has a right to acquire)*
                         Mary Joan Boman            72,748 (includes 26,535
                                                    shares owned by husband,
                                                    Gerald E. Boman, and 20,000
                                                    shares which Gerald E.
                                                    Boman has the right to
                                                    acquire)*
                         Paul D. Hanson             160 shares*
                         *less than 1.0 percent.
    NUMBER OF
      SHARES       -------------------------------------------------------------
   BENEFICIALLY    (8)   Shared Voting Power
     OWNED BY
                         Not Applicable

       EACH        -------------------------------------------------------------
    REPORTING      (9)   Sole Dispositive Power
      PERSON             Hanson Capital
                            Partners, L.L.C.        2,262,006 shares (13.3%)
                         John V. Hanson             20,130 (includes 100 shares
                                                    owned by wife and 20,000
                                                    shares which John V. Hanson
                                                    has a right to acquire)*
                         Mary Joan Boman            72,748 (includes 26,535
                                                    shares owned by husband,
                                                    Gerald E. Boman, and 20,000
                                                    shares which Gerald E.
                                                    Boman has the right to
                                                    acquire)*
                         Paul D. Hanson             160 shares*
                         *less than 1.0 percent.
       WITH        -------------------------------------------------------------
                   (10)  Shared Dispositive Power
                         See (9) above.


<PAGE>


CUSIP No. 974637100                                                       Page 3
- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

      See (7) and (9) above.


(12)  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
      (See Instructions)                                                    [ ]


(13)  Percent of Class Represented by Amount in Row (11)

      See (7) and (9) above.

- --------------------------------------------------------------------------------
(14)  Type of Reporting Person (See Instructions)

      Hanson Capital Partners, L.L.C., CO.

      John V. Hanson, IN; Mary Joan Boman, IN; Paul D. Hanson, IN


ITEM 1.  SECURITY AND ISSUER

         The class of securities to which this statement relates is Common
Stock, $.50 par value (the "COMMON STOCK"), of Winnebago Industries, Inc.
("WINNEBAGO"), an Iowa corporation. The address of Winnebago's principal
executive offices is P.O. Box 152, Forest City, Iowa 50436.


ITEM 2.  IDENTITY AND BACKGROUND

         This statement is being filed by Hanson Capital Partners, L.L.C., John
V. Hanson, Mary Joan Boman and Paul D. Hanson. Hanson Capital Partners, L.L.C.
("HCP") is a Delaware limited liability company which is currently comprised of
the Luise V. Hanson Qualified Terminable Interest Property Marital Deduction
Trust (the "QTIP TRUST"), the Luise V. Hanson Revocable Trust dated September
22, 1984 (the "REVOCABLE TRUST"), the John V. Hanson Family Trust, the Paul D.
Hanson Family Trust and the Mary Joan Boman Family Trust. The business address
for HCP is c/o Mr. John V. Hanson, 7019 SE Harbor Circle, Stuart, Florida 34996.
The business address for the QTIP Trust is c/o Ms. Linda K. Johnson,
Manufacturers Bank and Trust Company, 245 East J Street, P.O. Box 450, Forest
City, Iowa 50436. The business address for the Revocable Trust is c/o Mr. John
V. Hanson, 7019 SE Harbor Circle, Stuart, Florida 34996. The general purpose of
HCP is to provide a business structure for the members of the family of Luise V.
Hanson and trusts to enable them to pool and invest assets under consolidated
ownership and management. Mr. John V. Hanson is retired and his residence
address is 7019 SE Harbor Circle, Stuart, Florida 34996. Mrs. Mary Joan Boman is
retired and her residence address is 743 S.W. Thornhill Lane, Palm City, Florida
34990. Mr. Paul D. Hanson is retired and his residence address is 60 W. Pelican
Street, #106, Naples, Florida 34113.


<PAGE>


CUSIP No. 974637100                                                       Page 4
- --------------------------------------------------------------------------------

         John V. Hanson, Mary Joan Boman, Paul D. Hanson and Bessemer Trust
Company are co-trustees under the Revocable Trust which has a 64.4% membership
interest in HCP. The John V. Hanson Family Trust of which John V. Hanson and
Mary Joan Boman are co-trustees and John V. Hanson is the beneficiary, has a .2%
membership interest in HCP. The Paul D. Hanson Family Trust, of which Paul D.
Hanson, John V. Hanson and Mary Joan Boman are co-trustees and Paul D. Hanson is
the beneficiary, has a .2% membership interest in HCP. The Mary Joan Boman
Family Trust of which John V. Hanson and Mary Joan Boman are co-trustees and
Mary Joan Boman is the beneficiary, has a .2% membership interest in HCP. John
V. Hanson, Mary Joan Boman, Paul D. Hanson and Bessemer Trust Company, N.A. are
co-trustees under the QTIP Trust which has a 34.9% membership interest in HCP.

         None of HCP, John V. Hanson, Mary Joan Boman, and Paul D. Hanson has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Further, none of HCP, John V.
Hanson, Mary Joan Boman and Paul D. Hanson has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in any of the foregoing being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.

         John V. Hanson, Mary Joan Boman and Paul D. Hanson are United States
citizens.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         NOT APPLICABLE. This amendment is being filed to report that on
February 12, 2004, HCP entered into a Rule 10b5-1 Trading Plan (the "TRADING
PLAN") with Bessemer Trust Company of Florida. Reference is made to Item 4 for a
description of the transaction.


ITEM 4.  PURPOSE OF TRANSACTION

         HCP intends to sell up to 1,250,000 shares of Common Stock at a minimum
price of $60.00 per share pursuant to the Trading Plan. The maximum number of
shares of Common Stock that may be sold under the Trading Plan and the minimum
price at which each share of Common Stock may be sold shall be adjusted
automatically on a proportionate basis to take into account a 2 for 1 split of
Winnebago's Common Stock effective March 5, 2004. The Trading Plan terminates on
July 31, 2004, unless terminated earlier in accordance with its terms. HCP is
entering into the Trading Plan as a continuing part of its plan to diversify its
investment portfolio.

         The QTIP Trust, the Revocable Trust, the John V. Hanson Family Trust,
the Paul D. Hanson Family Trust and the Mary Joan Boman Family Trust are the
only members of HCP.


<PAGE>


CUSIP No. 974637100                                                       Page 5
- --------------------------------------------------------------------------------



         The undersigned do not presently have any plans or proposals which
relate to or would result in:

(a)      The acquisition by any person of additional securities of Winnebago, or
         the disposition of securities of Winnebago, other than the acquisition
         or disposition of membership or economic interests in HCP or the
         disposition by HCP of Winnebago Common Stock in accordance with the
         Rule 10b5-1 Trading Plan and after termination of such Plan from time
         to time when believed to be in the best interests of HCP's members;

(b)      An extraordinary corporate transaction, such as a merger,
         reorganization or liquidation, involving Winnebago or any of its
         subsidiaries;

(c)      A sale or transfer of a material amount of assets of Winnebago or any
         of its subsidiaries;

(d)      Any change in the present board of directors or management of
         Winnebago, including any plans or proposals to change the number or
         term of directors or to fill any existing vacancies on the board;

(e)      Any material change in the present capitalization or dividend policy of
         Winnebago;

(f)      Any other material change in Winnebago's business or corporate
         structure;

(g)      Changes in Winnebago's charter, bylaws or instruments corresponding
         thereto or other actions which may impede the acquisition of control of
         Winnebago by any person;

(h)      Causing a class of securities of Winnebago to be delisted from a
         national securities exchange or to cease to be authorized to be quoted
         in an inter-dealer quotation system of a registered national securities
         association;

(i)      A class of equity securities of Winnebago becoming eligible for
         termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)      Any action similar to any of those enumerated above.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a)      HCP is the beneficial owner of 2,262,006 shares of Common Stock, which
         represent approximately 13.3% of Winnebago's issued and outstanding
         Common Stock. The Revocable Trust, of which John V. Hanson, Mary Joan
         Boman and Paul D. Hanson (each an "INDIVIDUAL TRUSTEE" and
         collectively, the "INDIVIDUAL TRUSTEES") and Bessemer Trust Company
         (the "CORPORATE TRUSTEE") are co-trustees, is a member of HCP and has a
         64.4% membership interest in HCP.

(b)      By virtue of the Revocable Trust's 64.4% membership interest in HCP, a
         majority of the Individual Trustees together with the Corporate Trustee
         have sole voting power with


<PAGE>


CUSIP No. 974637100                                                       Page 6
- --------------------------------------------------------------------------------



         respect to 2,262,006 shares of Common Stock of which HCP is the
         beneficial owner. A majority of the Individual Trustees together with
         the Corporate Trustee have sole dispositive power with respect to the
         2,262,006 shares of Common Stock of which HCP is the beneficial owner,
         except that disposition of all or substantially all of those shares
         requires the unanimous approval of all members of HCP.

(c)      Except for (i) the sale of 24,000 shares of Common Stock by HCP on
         January 26, 2004, as reported on Schedule 13D (Amendment No. 21), (ii)
         the sale of an aggregate of 117,300 shares of Common Stock by HCP
         during the period from January 21, 2004 through January 23, 2004, as
         reported on Schedule 13D (Amendment No. 20), (iii) the sale of an
         aggregate of 119,800 shares of Common Stock by HCP during the period
         from January 15, 2004 through January 20, 2004, as reported on Schedule
         13D (Amendment No. 19), (iv) the sale of an aggregate of 106,000 shares
         of Common Stock by HCP on January 13, 2004 and January 14, 2004, as
         reported on Schedule 13D (Amendment No. 18), (v) the sale of an
         aggregate of 46,000 shares of Common Stock by HCP during the period
         from January 6, 2004 through January 12, 2004, as reported on Schedule
         13D (Amendment No. 17), (vi) the sale of an aggregate of 62,000 shares
         of Common Stock by HCP during the period from December 31, 2003 through
         January 5, 2004, as reported on Schedule 13D (Amendment No. 16), (vii)
         the sale of an aggregate of 84,900 shares of Common Stock by HCP during
         the period from December 26, 2003 through December 30, 2003, as
         reported on Schedule 13D (Amendment No. 15), (viii) the sale of an
         aggregate of 75,000 shares of Common Stock by HCP on December 19, 2003
         and December 23, 2003, as reported on Schedule 13D (Amendment No. 14),
         and (ix) the sale of an aggregate of 75,000 shares of Common Stock by
         HCP on December 11, 2003 and December 17, 2003, as reported on Schedule
         13D (Amendment No. 13); none of HCP, John V. Hanson, Mary Joan Boman or
         Paul D. Hanson has had any transactions in Common Stock during the past
         60 days.

(d)      Not applicable.

(e)      Not applicable.


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
         RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

         The Hanson Capital Partners L.L.C. Limited Liability Company Agreement
provides that members of HCP shall manage HCP and any action taken by the
members under such Agreement requires the consent of members representing a
majority of the member percentage interests, except that certain actions, such
as the disposition of all or substantially all of HCP's assets, requires the
unanimous approval of all members of HCP.

         On February 12, 2004, HCP entered into the Trading Plan with Bessemer
Trust Company. HCP intends to sell up to 1,250,000 shares of Common Stock at a
minimum price of $60.00 per share pursuant to the Trading Plan. The maximum
number of shares of Common Stock that may


<PAGE>


CUSIP No. 974637100                                                       Page 7
- --------------------------------------------------------------------------------



be sold under the Trading Plan and the minimum price at which each share of
Common Stock may be sold shall be adjusted automatically on a proportionate
basis to take into account a 2 for 1 split of Winnebago's Common Stock effective
March 5, 2004. The Trading Plan terminates on July 31, 2004, unless terminated
earlier in accordance with its terms. HCP entered into the Trading Plan as a
continuing part of its investment portfolio diversification plan. Reference is
made to Item 3 and Item 4 for a description of the transaction.


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         The following document is filed as an exhibit hereto:

         Trading Plan dated February 12, 2004 between Hanson Capital Partners,
LLC and Bessemer Trust Company of Florida, acting as agent.


<PAGE>


CUSIP No. 974637100                                                       Page 8
- --------------------------------------------------------------------------------



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                         HANSON CAPITAL PARTNERS, L.L.C.


        February 13, 2004                /s/ John V. Hanson
- ---------------------------------        ------------------------------------
            (Date)                       John V. Hanson, as Managing Director



        February 13, 2004                /s/ Mary Joan Boman
- ---------------------------------        ------------------------------------
            (Date)                       Mary Joan Boman, as Managing Director


        February 13, 2004                /s/ Paul D. Hanson
- ---------------------------------        ------------------------------------
            (Date)                       Paul D. Hanson, as Managing Director


<PAGE>


CUSIP No. 974637100                                                       Page 9
- --------------------------------------------------------------------------------



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


        February 13, 2004                /s/ Mary Joan Boman
- ---------------------------------        ------------------------------------
            (Date)                                Mary Joan Boman


<PAGE>


CUSIP No. 974637100                                                      Page 10
- --------------------------------------------------------------------------------



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


        February 13, 2004                /s/ John V. Hanson
- ---------------------------------        ------------------------------------
            (Date)                                 John V. Hanson


<PAGE>


CUSIP No. 974637100                                                      Page 11
- --------------------------------------------------------------------------------



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


        February 13, 2004                /s/ Paul D. Hanson
- ---------------------------------        ------------------------------------
            (Date)                                 Paul D. Hanson

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.B5-1
<SEQUENCE>3
<FILENAME>wgo040727_ex10b5-1.txt
<TEXT>

                            RULE 10B5-1 TRADING PLAN


         This Trading Plan dated February 12, 2004 (the "Trading Plan") is
entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST
COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of
establishing a trading plan that complies with Rule 10b5-1(c)(1) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

         WHEREAS, Seller has opened investment management account no. 9D3Q13
with Bessemer, which account holds, among other assets, common stock, par value
$0.50 per share (the "Stock"), of WINNEBAGO INDUSTRIES, INC. ("Issuer"); and

         WHEREAS, Seller desires that Bessemer be granted the authority, under
certain circumstances more particularly described in the Trading Plan, to sell
the Stock, and Bessemer desires to exercise such authority.

         NOW THEREFORE, in consideration of the promises and obligations of
Seller and Bessemer hereunder, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and
Bessemer agree as follows:

         1. SPECIFIC PLAN OF SALE. Bessemer agrees to effect sales of Stock on
behalf of Seller in accordance with the specific instructions set forth in
Exhibit A (the "Sales Instructions").

         2. FEES/COMMISSIONS. Seller shall pay Bessemer its customary brokerage
and other fees in connection with the sales of the Stock, such amounts to be
deducted by Bessemer from the proceeds of sales under this Trading Plan.

         3. SELLER'S REPRESENTATIONS AND WARRANTIES. As of the date hereof,
Seller represents and warrants that:

                  (a) Seller is not aware of any material nonpublic information
         concerning Issuer or any securities of Issuer;

                  (b) Seller is entering into this Trading Plan in good faith
         and not as part of a plan or scheme to evade the prohibitions of Rule
         10b5-1;

                  (c) Seller is not subject to any legal, regulatory or
         contractual restriction or undertaking that would prevent Bessemer from
         conducting sales in accordance with this Trading Plan;

                  (d) This Trading Plan is consistent with Issuer's insider
         trading policy;

                  (e) Seller has informed Issuer of this Trading Plan, has
         furnished Issuer with a copy of this Trading Plan and has been informed
         by Issuer that this Trading Plan is consistent with the Issuer's
         insider trading policy;


                                      -1-
<PAGE>


                  (f) Seller is not currently party to, and within the 60 days
         preceding the date hereof, has not been party to, an agreement with
         another Financial Institution entered into for the purpose of
         establishing a trading plan that complies with Rule 10b5-1;

                  (g) the Stock to be sold under this Trading Plan is owned free
         and clear by Seller and is not subject to any liens, security interests
         or other encumbrances or limitations on dispositions;

                  (h) to the extent that any Stock is eligible for sale under
         Rule 144 or Rule 145 under the Securities Act of 1933, as amended (the
         "Securities Act"), that Stock is not subject to any liens, security
         interests or other encumbrances or limitations on disposition, other
         than those imposed by Rule 144 or Rule 145; and

                  (i) Seller has had an opportunity to consult with Seller's own
         advisors as to the legal (including this Trading Plan's compliance with
         Rule 10b5-1 and applicable state law), tax, business, financial,
         accounting and related aspects of this Trading Plan, including
         potential application of Section 16(b) of the Exchange Act to any
         transaction (whether or not under this Trading Plan) engaged in by
         Seller or on Seller's behalf. Seller has not relied upon Bessemer or
         any person affiliated with Bessemer in connection with Seller's
         adoption or implementation of this Trading Plan, and Seller
         acknowledges that Seller has not received or relied on any
         representations from Bessemer concerning this Trading Plan's compliance
         with Rule 10b5-1.

         4. AGREEMENTS BY SELLER.

         (a) INVESTMENT MANAGEMENT ACCOUNT. Seller agrees that it will maintain
Bessemer investment management account no. 9D3Q13 during the effectiveness of
this Trading Plan and agrees to comply with the terms and conditions of the
Investment Management Agreement under which the account was established.

         (b) DELIVERY OF STOCK.

         (i) Seller agrees to execute such documents as are necessary to cause
         the delivery of all shares of Stock to be sold pursuant to this Trading
         Plan (with the amount to be agreed upon by Seller and Bessemer, if the
         Sale Amount is designated as an aggregate dollar amount) (the "Plan
         Shares") into an account at Bessemer in the name of and for the benefit
         of Seller (the "Plan Account") prior to the commencement of any sales
         under this Trading Plan. Upon notification from Bessemer, if any, that
         the number of shares of Stock in the Plan Account is less than the
         number of Plan Shares that Bessemer estimates remain to be sold
         pursuant to this Trading Plan, Seller agrees to execute such documents
         that are necessary to cause the delivery promptly to the Plan Account
         of the number of shares of Stock specified by Bessemer as necessary to
         eliminate this shortfall.

         (ii) Seller agrees that its failure to make effective delivery of
         shares of Stock shall relieve Bessemer of its obligations under this
         Trading Plan.


                                      -2-
<PAGE>


         (c) HEDGING TRANSACTIONS. While this Trading Plan is in effect, Seller
agrees to comply with the prohibition set forth in Rule 10b5-1(c)(1)(C) against
entering into or altering a corresponding or hedging transaction or position
with respect to the Stock.

         (d) NOTICE TO BESSEMER. Seller agrees to notify Bessemer to terminate
sales, as appropriate, as soon as practicable upon the occurrence of any of the
events contemplated in paragraph 7(c).

         (e) COMMUNICATIONS. Seller agrees that it shall not, directly or
indirectly, communicate any material nonpublic information relating to the Stock
or Issuer to any employee of Bessemer.

         (f) CERTAIN REQUIRED EXCHANGE ACT FILINGS. Seller agrees to make all
filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act
in a timely manner, to the extent any such filings are applicable to Seller.

         (g) COMPLIANCE WITH APPLICABLE LAWS. Seller agrees to comply with all
applicable laws, including, without limitation, Section 16(a) of the Exchange
Act and the rules and regulations promulgated thereunder.

         (h) NO INFLUENCE. Seller acknowledges and agrees that Seller does not
have, and shall not attempt to exercise, any influence over how, when or whether
to effect sales of Stock pursuant to this Trading Plan following the execution
thereof.

         (i) STOCK NON-MARGINABLE. The Stock is not marginable and may not be
used by Seller as collateral for any purpose.

         (j) DISCRETION. Seller acknowledges and agrees that Bessemer and its
affiliates and any of their respective officers, employees or other
representatives shall exercise discretionary authority or discretionary control
in connection with effecting sales under this Trading Plan, subject to the Sales
Instructions under this Trading Plan and the express provisions of this Trading
Plan.

         (k) ACKNOWLEDGMENT OF RELIEF FROM OBLIGATION TO EFFECT SALES. Seller
acknowledges and agrees that Bessemer shall be relieved of its obligation to
sell Stock as otherwise required by paragraph 1 above at any time when:

         (i) Bessemer has determined that (A) a material adverse change in the
         financial markets, in the market activity in the stock of Issuer or in
         the internal systems of Bessemer or one of its affiliates, an outbreak
         or escalation of hostilities or other crisis or calamity has occurred
         (in each case, the effect of which is such as to make it, in the sole
         judgment of Bessemer, impracticable for Bessemer to sell Stock); or (B)
         a trading suspension with respect to the Stock by the Securities and
         Exchange Commission or the New York Stock Exchange ("NYSE"), a
         delisting of the Stock by the NYSE, or a banking moratorium has
         occurred;


                                      -3-
<PAGE>


         (ii) Bessemer determines, in its sole discretion, that it is prohibited
         from doing so by a legal, contractual or regulatory restriction
         applicable to it or its affiliates or to Seller or Seller's affiliates;
         or

         (iii) This Trading Plan is terminated in accordance with paragraph 7
         below.

         (l) Seller further acknowledges and agrees that if Bessemer cannot
         effect a sale as required by paragraph 1 above for any of the reasons
         set forth in paragraph 4(k) above, Bessemer shall effect such sale as
         promptly as practical after the cessation or termination of such cause,
         subject to the restrictions set forth in paragraph 1 of Exhibit A.

         5. PRO RATA ALLOCATION OF SALES. Seller agrees and acknowledges that
Bessemer shall allocate the proceeds of all Stock actually sold on a particular
day pursuant to all Rule 10b5-1 Trading Plans concerning Issuer's securities
that Bessemer manages (including this Trading Plan) pro rata among all such
Trading Plans, based on the ratio of (x) the Stock to be sold that day under
each such Trading Plan to (y) the sum of the proceeds of all Stock to be sold
that day under all such Trading Plans.

         6. RULE 144 AND RULE 145. With respect to sales of Stock subject to
Rule 144 or Rule 145, Seller and Bessemer agree to comply with the following
provisions.

         (a) Agreements by Seller Regarding Rule 144 and Rule 145.

         (i) Seller agrees not to take, and agrees to cause any person or entity
         with which Seller would be required to aggregate sales of Stock
         pursuant to Rule 144(a)(2) or (e) not to take, any action that would
         cause the sales hereunder not to meet all applicable requirements of
         Rule 144 or Rule 145.

         (ii) Seller agrees to complete, execute and deliver to Bessemer Forms
         144 for sales to be effected under the Trading Plan at such times and
         in such numbers as Bessemer shall request. Seller hereby grants
         Bessemer a power of attorney to complete and file on behalf of Seller
         any required Forms 144.

         (iii) Seller agrees to complete, execute and deliver to Bessemer Rule
         144 Letters (substantially in the form attached hereto as Exhibit C)
         for sales to be effected under the Trading Plan at such times and in
         such numbers as Bessemer shall request.

         (b) Agreements by Bessemer Regarding Rule 144, Rule 145 and Section 16.

         (i) Bessemer agrees to conduct all sales pursuant to the Trading Plan
         in accordance with the manner of sale requirement of Rule 144 and/or
         Rule 145. Bessemer shall not effect any sales that it knows would
         exceed the then-applicable volume limitation under Rule 144 or Rule
         145.

         (ii) Bessemer agrees to file such Forms 144 furnished by Seller
         pursuant to paragraph 6(a)(ii) above on behalf of Seller as required by
         applicable law.


                                      -4-
<PAGE>


         Bessemer shall make one Form 144 filing at the beginning of each
         three-month period, commencing upon the first Sale Day under the
         Trading Plan.

         (iii) Bessemer agrees to submit such Rule 144 Letters furnished by
         Seller pursuant to paragraph 6(a)(iii) above on behalf of Seller as
         required by Issuer's transfer agent.

         (iv) Bessemer agrees to notify the Issuer as soon as practicable
         following a sale of Stock under the Trading Plan, but in no event later
         than the first business day after such sale, so that the appropriate
         Section 16 filing can be made on Seller's behalf. Notice may be made
         via e-mail to Raymond M. Beebe (rbeebe@winnebagoind.com) (facsimile no.
         641-585-6806) and William M. Libit (libit@chapman.com) (facsimile no.
         312-516-3981) and must include the trade date, the number of shares
         sold and the sale price(s).

         7. EFFECTIVENESS AND TERMINATION. This Trading Plan is effective as of
the date first written above and will terminate on the earliest to occur of the
following (the "Plan Sales Period"):

         (a) on July 31, 2004;

         (b) the date that the aggregate number of shares of Stock sold pursuant
to this Trading Plan reaches the Plan Shares amount;

         (c) promptly after the date on which Bessemer receives notice from
Seller of the termination of this Trading Plan; PROVIDED, HOWEVER, that such
notice shall be accompanied by a certification from Seller that Seller has
notified Issuer in writing of such termination; or

         (d) upon the determination by Bessemer, or promptly after the
determination by Seller and notice to Bessemer (either of which determinations
must be reasonable), that this Trading Plan does not comply with Rule 10b5-1.

         8. INDEMNIFICATION; LIMITATION OF LIABILITY.

         (a) INDEMNIFICATION.

         (i) Seller agrees to indemnify and hold harmless Bessemer and its
         directors, officers, employees and affiliates from and against all
         claims, losses, damages and liabilities (including, without limitation,
         any legal or other expenses reasonably incurred in connection with
         defending or investigating any such action or claim) arising out of or
         attributable to Bessemer's actions taken or not taken in compliance
         with this Trading Plan, arising out of or attributable to any breach by
         Seller of this Trading Plan (including Seller's representations and
         warranties hereunder), and any violation by Seller of applicable laws
         or regulations. This indemnification shall survive termination of this
         Trading Plan.


                                      -5-
<PAGE>


         (ii) Bessemer agrees to indemnify and hold harmless Seller from and
         against all claims, losses, damages and liabilities (including, without
         limitation, any legal or other expenses reasonably incurred in
         connection with defending or investigating any such action or claim)
         arising out of or attributable to the gross negligence or willful
         misconduct of Bessemer in connection with this Trading Plan.

         (b) LIMITATION OF LIABILITY.

         (i) Notwithstanding any other provision hereof, Bessemer shall not be
         liable to Seller, and Seller shall not be liable to Bessemer, for: (A)
         special, indirect, punitive, exemplary or consequential damages, or
         incidental losses or damages of any kind, even if advised of the
         possibility of such losses or damages or if such losses or damages
         could have been reasonably foreseen; or (B) any failure to perform or
         to cease performance or any delay in performance that results from a
         cause or circumstance that is beyond its reasonable control, including,
         but not limited to, failure of electronic or mechanical equipment,
         strikes, failure of common carrier or utility systems, severe weather,
         market disruptions or other causes commonly known as "acts of God."

         (ii) Notwithstanding any other provision hereof, Bessemer shall not be
         liable to Seller for (A) the exercise of discretionary authority or
         discretionary control under this Trading Plan, if any, or (B) any
         failure to effect a sale required by paragraph 1, except for failures
         to effect sales as a result of the gross negligence or willful
         misconduct of Bessemer.

         9. AGREEMENT TO ARBITRATE. Any dispute between Seller and Bessemer
arising out of, relating to or in connection with this Trading Plan or any
transaction relating to this Trading Plan shall be determined only by
arbitration administered by Judicial Arbitration and Mediation Service in
accordance with its Comprehensive Arbitration Rules and Procedures.

         10. NOTICES.

         (a) All notices to Bessemer under this Trading Plan shall be provided
to Andrew Parker at Bessemer in the manner specified by this Trading Plan by
telephone at (212) 708-9304, by facsimile at (212) 265-5826 or by certified mail
to the address below:

                   Bessemer Trust Company of Florida
                   222 Royal Palm Way
                   Palm Beach, Florida  33480


                                      -6-
<PAGE>


         (b) All notices to Seller under this Trading Plan shall be given to
John V. Hanson on behalf of Hanson Capital Partners, LLC in the manner specified
by this Trading Plan by telephone at 772-225-9095, by facsimile at 772-225-5431
or by certified mail to the address below:

                   Hanson Capital Partners, L.L.C.
                   c/o John V. Hanson
                   7019 S.E. Harbor Circle
                   Stuart, FL  34996-1023

         11. AMENDMENTS AND MODIFICATIONS. This Trading Plan may be amended by
Seller only upon the written consent of Bessemer and receipt by Bessemer of the
following documents, each dated as of the date of such amendment:

         (a) a certificate signed by Seller, certifying that the representations
and warranties of Seller contained in this Trading Plan are true at and as of
the date of such certificate as if made at and as of such date; and

         (b) an issuer certificate completed by Issuer substantially in the form
of Exhibit B hereto.

         12. ASSIGNMENT. Seller's rights and obligations under this Trading Plan
may not be assigned or delegated without the written permission of Bessemer.

         13. INCONSISTENCY WITH LAW. If any provision of this Trading Plan is or
becomes inconsistent with any applicable present or future law, rule or
regulation, that provision will be deemed modified or, if necessary, rescinded
in order to comply with the relevant law, rule or regulation. All other
provisions of this Trading Plan will continue and remain in full force and
effect.

         14. GOVERNING LAW. This Trading Plan shall be governed by and construed
in accordance with the internal laws of the State of New York and may be
modified or amended only by a writing signed by the parties hereto.

         15. ENTIRE AGREEMENT. This Trading Plan, including Exhibits, and the
Investment Management Agreement referred to in paragraph 4(a) above, constitute
the entire agreement between the parties with respect to this Trading Plan and
supercede any prior agreements or understandings with regard to this Trading
Plan.


                                      -7-
<PAGE>


         16. COUNTERPARTS. This Trading Plan may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 9.

         IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of
the date first written above.

                                        HANSON CAPITAL PARTNERS, LLC


                                        By: /s/ Mary Joan Boman
                                            -----------------------------------
                                            Mary Joan Boman


                                        By: /s/ John V. Hanson
                                            -----------------------------------
                                            John V. Hanson


                                        By: /s/ Paul D. Hanson
                                            -----------------------------------
                                            Paul D. Hanson


                                        BESSEMER TRUST COMPANY OF FLORIDA


                                        By: /s/ Jo Ann Engelhardt
                                            -----------------------------------
                                            Name:  Jo Ann Engelhardt
                                            Title: Managing Director








                                      -8-
<PAGE>


                                    EXHIBIT A

 THIS EXHIBIT A MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE TRADING PLAN.

                              SPECIFIC INSTRUCTIONS

1.       Bessemer shall enter a Sell Order for such number of shares of stock
         ("Sale Amount") for the account of Seller on each specified Sale Day
         (as defined below) at the specified Sale Price (as defined below) as
         Bessemer shall in its discretion determine, subject to the following
         restriction: In no event shall Bessemer sell any shares of Stock
         pursuant to the Trading Plan prior to two Trading Days after the date
         of this Trading Plan.

2.       A "Sale Day" shall be any day during the Plan Sales Period that the
         limit price specified in Paragraph 4 below is met; PROVIDED, HOWEVER,
         that if any Sale Day is not a Trading Day, such Sale Day shall be
         deemed to fall on the next succeeding Trading Day within the Plan Sales
         Period.

3.       Bessemer shall effect sales of a maximum of 1,250,000 shares of Stock
         under the Trading Plan. Subject to the foregoing limitation and the
         minimum Sale Price set forth below, Bessemer shall have full discretion
         to effect sales of the Stock.

4.       The "Sale Price" shall be the market price per share of Stock on the
         Sale Day, provided that such market price is not less than $60.00 per
         share.

5.       The maximum number of shares of Stock that may be sold under paragraph
         3 and the Sale Price shall be adjusted automatically on a proportionate
         basis to take into account any stock split, reverse stock split or
         stock dividend with respect to the Stock or any change in
         capitalization with respect to Issuer that occurs while the Trading
         Plan is in effect.

6.       The term "Stock" as used in the Trading Plan shall include any class or
         series of common stock of Issuer into which the Stock shall be
         converted whether pursuant to a reclassification, reorganization,
         reincorporation or similar event.

7.       A "Trading Day" is any day during the Plan Sales Period that the NYSE
         (the "Principal U.S. Market") is open for business and the Stock trades
         in a regular way on the principal U.S. market; PROVIDED, HOWEVER, that
         a "Trading Day" shall mean only that day's regular trading session of
         the Principal U.S. Market and shall not include any extended-hours or
         after-hours trading sessions that the Principal U.S. Market may allow.

8.       Bessemer may sell Stock on any national securities exchange, in the
         over-the-counter market, on an automated trading system or otherwise.

9.       Bessemer may, in its sole discretion, elect to act as principal in
         executing sales under the Trading Plan.


                                      -1-
<PAGE>


                                    EXHIBIT B

                               ISSUER CERTIFICATE

1.       Winnebago Industries, Inc. ("Issuer") certifies that it has approved,
         and retained a copy of, the Trading Plan dated February 12, 2004 (the
         "Trading Plan") between Hanson Capital Partners, LLC ("Seller") and
         Bessemer Trust Company of Florida ("Bessemer") relating to the common
         stock, par value $0.50 per share, of Issuer (the "Stock").

2.       The Trading Plan is consistent with Issuer's insider trading policies,
         and, to the best of Issuer's knowledge, there are no legal, contractual
         or regulatory restrictions imposed by Issuer applicable to Seller or
         Seller's affiliates as of the date of this representation that would
         prohibit either Seller from entering into the Trading Plan or any sale
         pursuant to the Trading Plan.

3.       To avoid delays in connection with transfers of stock certificates and
         settlement of transactions under the Trading Plan, and in
         acknowledgment of Bessemer's agreement in paragraph 6(b) of the Trading
         Plan that sales of Stock under the Trading Plan will be effected in
         compliance with Rule 144, Issuer agrees that it will, immediately upon
         Seller's directing delivery of Stock into an account at Bessemer in the
         name of and for the benefit of Seller, instruct its transfer agent to
         process the transfer of shares and issue a new certificate to Seller
         that does not bear any legend or statement restricting its
         transferability to a buyer.


Dated: February 12, 2004



By: /s/ Raymond M. Beebe
    --------------------------
Name:   Raymond M. Beebe
Title:  Vice President, General Counsel
        and Secretary
        Winnebago Industries, Inc.




                                      -1-
<PAGE>


                                    EXHIBIT C

                                 RULE 144 LETTER


Date


[Broker to be used]

Ladies and Gentlemen:

      In connection with the proposed sale by me of _______ shares (the
"Shares") of common stock of ______________________ (the "Securities") through
[Broker] Inc. and pursuant to Rule 144 of the Securities Act of 1933, I hereby
represent to you that:

1.    I have not made and will not make, any payment in connection with the
execution of the above or to any persons other than [Broker] Inc.

2.    I have not solicited or arranged for the solicitation of and will not
solicit or arrange for the solicitation of orders to buy the Securities in
anticipation of or in connection with this transaction.

3.    During the three months prior to the date of this letter, a total of zero
(0) Shares of the Company have been sold by me and any person whose sales must
be aggregated with mine as provided in paragraphs (a) and (e) of Rule 144.

4.    At the time of the sale of the Shares which I have instructed [Broker]
Inc. to sell for my account, together with the Shares mentioned in paragraph 3
above, the aggregate amount of Shares sold during the preceding three (3) months
will not exceed the greater of (i) 1% of outstanding Securities as shown by the
most recent report or statement published by the Issuer or (ii) the average
weekly volume of trading in the Securities reported on all national securities
exchanges and/or reported through the automated quotation system of a registered
securities association during the four calendar weeks preceding the filing of
Form 144, or if no such Form 144 is required to be filed, the date of the
receipt of the order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker as defined in Section
39(a)(38) of the Securities Exchange Act of 1934, or (iii) the average weekly
volume of trading in the Securities reported through the consolidated
transaction reporting system contemplated by Rule 11Aa3-1 under the Securities
Exchange Act of 1934 during the four-week period specified in clause (ii) above.

5.    I warrant that I have beneficially owned these securities for a period of
at least one (1) year as computed in accordance with paragraph (d) of Rule 144.

6.    I am aware that payment of the proceeds of the sale is subject to the
Shares being transferred and delivered free of restriction into the name of
[Broker] Inc. and that transfer of the Shares may be delayed as the certificates
bear a restrictive legend.


                                      -1-
<PAGE>


7.    I herewith deliver to you an executed copy of Form 144, three executed
copies of which were transmitted to the Securities and Exchange Commission and
if the Securities are admitted to trading on any national securities exchange, I
will transmit one executed copy of such notice to the principal exchange on
which such securities are admitted to trading.

      I am familiar with Rule 144 under the Securities Act of 1933, as amended,
and agree that you may rely on the above statements in executing the order
referred to above.

                                                Very truly yours,



                                                -------------------------------
                                                [Name]

























                                      -2-

</TEXT>
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