WITNESSETH:

                     FIRST AMENDMENT TO RESTATED INVENTORY
                          FLOOR-PLAN FINANCE AGREEMENT


     THIS FIRST AMENDMENT TO RESTATED INVENTORY FLOOR-PLAN FINANCE AGREEMENT is
executed on October 31, 1995, to be effective as of October 1, 1995, among
WINNEBAGO INDUSTRIES, INC., an Iowa corporation ("Client"), and NATIONSCREDIT
COMMERCIAL CORPORATION and WINNEBAGO ACCEPTANCE CORPORATION, both North Carolina
corporations (collectively, "NationsCredit").

                                  WITNESSETH:

     WHEREAS, Client and NationsCredit are party to a Restated Inventory
Floor-Plan Finance Agreement dated October 27, 1994 ("Agreement"), which they
desire to modify as set forth below;

     NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows:


     1. AMENDMENT OF SECTION 2. The first sentence of Section 2(a)(ii) of the
Agreement is deleted and the following is inserted in lieu thereof:

     A monthly service fee will be payable by the Client, equal to 2.75% per
     annum (on a 30-day period) during any month that average daily outstanding
     Finance Transactions are $50,000,000 or less, 2.60% per annum during any
     month that average daily outstanding Finance Transactions are between
     $50,000,001 and $70,000,000, and 2.50% per annum during any month that
     average daily outstanding Finance Transactions exceed $70,000,000.

     2. MISCELLANEOUS. This Amendment shall be governed by the laws of the
Commonwealth of Pennsylvania and may be executed in counterparts. The Agreement,
as amended hereby, is ratified and continues in full force and effect.

     IN WITNESS WHEREOF, this First Amendment to Restated Inventory Floor-Plan
Finance Agreement is executed as of the date set forth above.


                                       WINNEBAGO INDUSTRIES, INC.



                                       By /s/ Xxxxxx X. Xxxxxx
                                       Title: Xxxxxx X. Xxxxxx
                                              Vice President, Treasurer
                                              and International Development


                                       NATIONSCREDIT COMMERCIAL CORPORATION



                                       By
                                       Title:


                                       WINNEBAGO ACCEPTANCE CORPORATION



                                       By
                                       Title: