Exhibit 10.1 




AMENDMENT TO
EMPLOYMENT AGREEMENT 



        THIS
AMENDMENT to the Employment Agreement (the “Agreement”) as of January 1, 2000,
by and between Harley-Davidson Financial Services, Inc., a Delaware corporation (the
“Company”), and Donna F. Zarcone (the “Executive”) is made as of the
1st day of June, 2006. 



        WHEREAS,
the Company and the Executive desire to amend the Agreement in certain respects in
connection with the planned termination of the Executive’s employment on August 1,
2006 (the “Termination Date”). 



        NOW,
THEREFORE, in consideration of the premises and promises contained herein, the parties
agree to amend the Agreement in the following respects: 



	1. 	Termination
of Employment. Effective as of the Termination Date, the           Executive
voluntarily resigns her employment with and as an officer and director           of the
Company. Notwithstanding Section 12.1 of the Agreement, the Agreement           shall
expire on the Termination Date unless earlier terminated in accordance           with its
terms. Upon the Executive’s acceptance of this Amendment, the           Company
and/or Harley-Davidson, Inc. may issue a press release, jointly approved           by the
Executive and the Company, announcing the Executive’s resignation as           of
the Termination Date. 






	2. 	Duties.
Without limiting the Executive’s obligations under Section 2           of the
Agreement, through the Termination Date, the Executive shall assist the           Company
in its search for a successor as directed by the CEO of Harley-Davidson,           Inc. 






	3. 	Termination.
If the Executive remains employed through the Termination           Date, then the
termination of the Executive’s employment as of the           Termination Date shall
be treated as a termination of the Agreement by the           Company pursuant to Section
12.4 of the Agreement, effective on the Termination           Date, and subject to the
Executive’s compliance with paragraph 7 of this           Amendment. As a result of
such termination, subject to the Executive’s           compliance with paragraph 7
of this Amendment, the Executive shall be entitled           to the payments and benefits
that Section 12.4 of the Agreement contemplates           except that (a) the Company
shall not have any obligation to maintain any           split-dollar life insurance on
the Executive’s life or to pay any premiums           due on any split-dollar life
insurance on the Executive’s life, (b) the           Executive acknowledges that, in
respect of Termination Payments, except for           vested benefits of the Executive
under the deferred compensation plan of           Harley-Davidson, Inc. in which the
Executive participates, the Company’s           benefit, insurance, retirement or
other plans are only those of Harley-Davidson           Financial Services, Inc. and
consist only of medical and dental plans, a 401(k)           plan and any deferred
compensation plan and (c) the Bonus for 2006, the year in           which the Executive’s
termination occurs, prorated as of the Termination           Date, which is included in
the Termination Payments, shall be computed at 70% of           current base salary, with
a calculated target rate of 100%, and shall be           prorated for seven (7) months. 






	4. 	Stock
Awards. The Executive acknowledges that, for purposes of           outstanding awards
to the Executive under the Harley-Davidson, Inc. 1995 Stock           Option Plan and the
Harley-Davidson, Inc. 2004 Incentive Stock Plan (the           “Stock Awards”),
if the Executive remains employed through the           Termination Date, then the
termination of the Executive’s employment as of           the Termination Date will
constitute a cessation of the Executive’s           employment otherwise than by
reason of Retirement (as such term is used in such           plans), Disability (as such
term is used in such plans) or death. The Executive           understands she can
exercise only those stock options that are vested as of the           Termination Date,
and that she may exercise them only within 90 days after the           Termination Date
and subject to window clearance. 















	5. 	No
Disparaging Remarks. In addition to her other obligations under the
          Agreement, prior to and following the Termination Date, the Executive will not
          make any negative, disparaging, denigrating or derogatory statements to anyone,
          either orally or in writing and whether true or not, in any form (including
          without limitation by way of news media, the expression to news media of
          personal views, opinions or judgments or communications over the Internet)
          concerning any Company Parties (as defined below) or their business operations,
          policies or practices. In consideration, the Company shall ensure that none of
          Tom Bergmann, Jeff Bleustein, Jim Brostowitz, Larry Hund, Ron Hutchinson, Bob
          Klein, Gail Lione, Kathleen Lawler, Kathy Marczak, Harold Scott, Travis
Thacher,           Mark Van Genderen or James L. Ziemer will make any negative,
disparaging,           denigrating or derogatory statements to anyone, either orally or
in writing and           whether true or not, in any form (including without limitation
by way of news           media, the expression to news media of personal views, opinions
or judgments or           communications over the Internet) concerning the Executive or
her business           practices. Negative, disparaging, denigrating or derogatory
statements as used           in this paragraph shall include, but not be limited to, any
statements that may           reasonably be considered to be detrimental to any of the
Company Parties, or the           Executive, as the case may be, to their business
operations or to their           business, professional or personal reputations. As used
herein, “Company           Parties” means the Company, Harley-Davidson, Inc.,
any of their respective           subsidiaries and their past, present and future
employees, directors, officers,           agents, insurers, successors, assigns,
shareholders and any other           representatives of any kind. 






	6. 	Cooperation
and Indemnification. In addition to her other obligations           under the
Agreement, prior to and following the Termination Date, the Executive           will
cooperate with the Company and its legal and other advisors in connection           with
any litigation, claims, investigations, administrative or other proceedings
          involving any Company Parties with respect to matters occurring while the
          Executive was employed by the Company. The Company reaffirms its indemnity
          obligation to the Executive arising under the by-laws of the Company or
          Harley-Davidson, Inc. for any matter that has arisen, arises or may arise in
the           future in connection with the Executive’s employment with the Company,
          subject to the terms (including the exceptions) of such indemnity obligations,
          including without limitation the lawsuits that Harley-Davidson, Inc. disclosed
          under the heading “Shareholder Lawsuits” in Note 8 to the
Consolidated           Financial Statements included in its Quarterly Report on Form 10-Q
for the           quarter ended March 26, 2006. 







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	7. 	Release.
The Executive shall be entitled to the payments and benefits           that Section 12.4
of the Agreement contemplates only if, no sooner than the           Termination Date, she
executes and delivers to the Company a standard release           under which she
releases the Company and the Company Parties from all claims,           charges, demands
and liabilities of any kind arising before or through the           Termination Date. The
release shall be in the form attached hereto as Exhibit A. 






	8. 	Effect
of Termination. For the avoidance of doubt, the provisions of this
          Amendment shall survive the termination of the Agreement on the Termination
Date           and shall remain in full force and effect. 






	9. 	Effect
of Breach. If the Executive breaches any of the Executive’s           promises
or obligations contained in the Agreement, including but not limited to           her
obligations contained in Sections 9 and 10 of the Agreement, then the           Company
has the right to immediately stop delivering the payments and benefits
          described in paragraph 3. If the Company exercises its rights to stop
delivering           the payments and benefits described in paragraph 3, then the
Executive will           continue to be obligated to comply with all her obligations
contained in the           Agreement, including but not limited to the obligations
contained in Sections 9           and 10 of the Agreement. Also, if the Company exercises
its rights to stop           delivering the payments and benefits described in paragraph
3, then the Company           will also have the right to pursue all additional rights it
has against the           Executive pursuant to the Agreement, including but not limited
to all the rights           described in Section 10.3 and Section 11 of the Agreement, as
well as any and           all other legal rights it may have against the Executive for
breaching any of           her obligations in the Agreement. 






	10. 	Modification
of Non-Solicitation Covenant. Section 10.2(b) of the           Agreement is amended
to read in its entirety as follows: 






	 	
“(b)   
                     solicit for employment or employ or become employed by any past,
present or                     future employee of the Company, or request, induce or
advise any employee to                     leave the employ of the Company, except that
(i) the Executive may solicit for                     employment and employ the Executive’s
current administrative assistant,                     Norma Maldonado, and (ii) the
Executive may solicit for employment and employ                     any past employee of
the Company whose employment with the Company ceased more                     than one
(1) year prior to the Termination Date; or” 






	11. 	Arbitration.
Notwithstanding, but not negating, the third sentence of           Section 13 of the
Agreement, if any arbitrator determines that the Executive has           violated any of
her obligations contained in the Agreement, then the Company           shall be entitled
to recover from the Executive, in addition to its damages, all           costs and
expenses incurred in its enforcement efforts, including reasonable           attorneys’ fees. 






	12. 	Applicable
Law. This Amendment shall be governed by and construed in           accordance with
the internal substantive laws of the State of Illinois, and the           parties hereby
consent to the jurisdiction of Illinois courts over all matters           relating to
this Amendment. 







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	13. 	Entire
Agreement. The Agreement, as amended by this Amendment, contains           the entire
agreement of the parties in regard to the subject matter thereof,           supersedes
all prior discussions, agreements and understandings of every kind           between the
parties in regard to the subject matter thereof and may be changed           only by a
written document signed by the party against whom enforcement of any           waiver,
change, modification, extension or discharge is sought. Except as           amended
hereby, the Agreement remains in full force and effect. 






	14. 	Severability.
If any provision of this Amendment shall be prohibited by           or invalid under
applicable law, or otherwise determined to be unenforceable,           such provision
shall be ineffective to the extent of such prohibition or           invalidity without
invalidating the remainder of such provision or the remaining           provisions of
this Amendment. The headings in this Amendment are for convenience           of reference
only and shall not limit or otherwise affect the meaning hereof.           Capitalized
terms used but not defined in this Amendment are used as defined in           the
Agreement. 






	15. 	Continuing
Effect. The Agreement is affirmed, ratified and continued, as           amended by
this Amendment. 






        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date
first above written. 




	EXECUTIVE:	COMPANY:
	
 	HARLEY-DAVIDSON FINANCIAL SERVICES, INC.
	
/s/ Donna F. Zarcone	By:  /s/ James L. Ziemer
	Donna F. Zarcone	        James L. Ziemer


















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Exhibit A 



RELEASE AGREEMENT 



        This
Release Agreement (the “Agreement”), by and between Harley-Davidson Financial
Services, Inc., a Delaware corporation (the “Company”), and Donna F. Zarcone
(the “Executive”) is made as of the ____ day of August, 2006. Executive enters
into this Agreement on behalf of herself, her spouse, heirs, successors, assigns,
executors, and representatives of any kind, if any, pursuant to an Employment Agreement
(the “Employment Agreement”) as of January 1, 2000, by and between the Company
and Executive, as amended by the Amendment To Employment Agreement between the parties
made as of June 1, 2006 (the “Amendment”). 



	1. 	In
consideration for the Company’s willingness to enter into the Amendment,
          and to deliver the Executive the various payments and benefits that Section
12.4           of the Employment Agreement contemplates by virtue of the Amendment, which
          Executive acknowledges are greater than Executive is entitled to under the
          Company’s normal policies and procedures, Executive releases the Company,
          its parent Harley-Davidson, Inc., its subsidiaries, related and affiliated
          companies, and each of their past and present employees, directors, officers,
          successors, executors, assigns and representatives (referred to in this
          Agreement as “Released Parties”) from all claims, charges, demands,
          and liabilities of any kind arising before or through the date of this
          Agreement. This release includes, but is not limited to, all claims, charges,
          demands and liabilities arising out of or in connection with Executive’s
          employment with the Company, the Transition Agreement between the Executive and
          Harley-Davidson, Inc., any other contract between the Executive and the Company
          or the termination of the Executive’s employment. Executive also releases
          and waives any claim or right to further compensation, benefits, reinstatement
          of employment, damages, penalties, attorneys’ fees, costs or expenses of
          any kind from the Company or any of the other Released Parties. Notwithstanding
          the foregoing, nothing in this release shall affect any rights, if any,
          Executive may have (1) under the Employment Agreement (including the
Amendment),           (2) to any vested benefits under any funded 401(k) plan of the
Company and any           welfare benefit plan of the Company and to any vested benefits
under any           deferred compensation plan of Harley-Davidson, Inc. in which the
Executive           participates, (3) to so-called “COBRA” health insurance
benefits, (4)           to any vested benefits under outstanding awards to the Executive
under the           Harley-Davidson, Inc. 1995 Stock Option Plan and the Harley-Davidson,
Inc. 2004           Incentive Stock Plan (the “Stock Awards”) or (5) in respect
of any           indemnity obligation of the Company arising under the by-laws of the
Company or           Harley-Davidson, Inc. for any matter that has arisen, arises or may
arise in the           future in connection with the Executive’s employment with the
Company,           subject to the terms (including the exceptions) of such indemnity
obligations,           including without limitation the lawsuits that Harley-Davidson,
Inc. disclosed           under the heading “Shareholder Lawsuits” in Note 8 to
the Consolidated           Financial Statements included in its Quarterly Report on Form
10-Q for the           quarter ended March 26, 2006. 






	2. 	Executive
fully understands and acknowledges that the general release contained           in
paragraph 1 above includes a release of any rights or claims Executive may           have
under the Age Discrimination in Employment Act; Title VII of the Civil           Rights
Act of 1964; the Americans with Disabilities Act; the Federal Family and
          Medical Leave Act; the Equal Pay Act; the Illinois Human Rights Act; Executive
          Order 11246; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the
          Employee Retirement Income Security Act of 1974; and any other federal, state
or           local laws or regulations of any kind. The general release contained in this
          Agreement also includes, but is not limited to, a release by Executive of any
          claims for wrongful termination or any tort, breach of contract or invasion of
          privacy claims. The release covers both claims that Executive knows about and
          those she may not know about. 















	3. 	Executive
states that she has not filed or joined in any complaints, charges,           lawsuits or
proceedings of any kind against the Company or any of the other           Released
Parties. 






	4. 	Executive
promises never to file or join in any complaints or proceedings of any           kind
asserting any claims that are released in this Agreement. If Executive           breaks
this promise and files or voluntarily joins in any complaint or           proceeding
based on any claim that Executive has released, the Company reserves           the right
to cease any remaining payments and benefits to which she may           otherwise be
entitled pursuant to the Employment Agreement or otherwise. In that           event,
Executive also agrees that she will reimburse the Company for any pay           already
paid to Executive pursuant to the Section 12.4 of Employment Agreement;
          provided, however, this does not restrict Executive from proceeding against
          Company in the event the Company breaches this Agreement and, in such event,
the           Executive shall not be responsible for the Company’s or any other
Released           Parties’ costs of defense. This Paragraph does not apply to a
charge filed           with or an investigation or proceeding conducted by the EEOC or
any EEOC           referral agency, but Executive understands that she is not eligible
for or           entitled to any monetary relief, damages, reinstatement of employment or
any           remedy whatsoever as a result of any such agency’s investigation or
          proceeding. 






	5. 	By
making this Agreement, the Company does not admit any liability to Executive
          and expressly denies any such liability. 






	6. 	Executive
agrees to return all tangible Company property to the Company           including all
documents, reports, credit cards, computer equipment, phones,           identification
cards and pagers, if any are still in her possession. Executive           agrees that any
money which she owes Company as the result of credit card           charges, personal
advances, or other similar items, if not paid, will be           deducted from her
paycheck or from any other payments to be made to her.           Executive further
represents that she has returned all other property and           information belonging
to the Company, including, but not limited to, all           Executive information,
personnel information (including but not limited to all           files, investigation
and meeting notes, employment statistics and all other           information collected in
connection with her performance of duties for the           Company, but not including
copies of any information contained in           Executive’s personnel file to which
Executive is legally entitled),           confidential business information, technical
and product information, pricing           information and customer information such as
customer lists and customer           identification information, brochures,
specifications, quotations, marketing           strategies, inventory records, sales
records, or other similar material;           provided that the foregoing information,
brochures, etc., shall not include           information that is available to the public.
Executive acknowledges that she has           not kept any copies, nor made or retained
any abstracts or notes, of such           information to be returned hereunder. Executive
further reaffirms that she will           keep completely confidential and share with no
other person, employer or entity,           any information she acquired at Company
relating to any of the confidential           matters described in this paragraph.
Executive further agrees that she will           comply with all terms of the Employee
Commitment agreement, as well as the           Employment Agreement (including the
Amendment). In the event that Executive           breaks this promise, the Company
reserves the right to cease any remaining           payments and benefits. 







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	7. 	Executive
and the Company agree that publicly neither party will make any           comments in
relation to the termination of her employment that are in any way           inconsistent
with the press release published by the Company. For this purpose,           public
comments by the Company include only those reflected in a press release           of the
Company and those made on behalf of the Company by the persons identified           in
Paragraph 5 of the Amendment. All requests for a job reference from the           Company
should be addressed to: 






	 	
Harold
Scott, Vice President 
Human Resources 
Harley-Davidson Motor Company 
3700 W. Juneau Avenue

Milwaukee, WI 53208 
414-343-8191 






	8. 	It
is agreed and understood that Executive shall be solely responsible for any
          individual tax liability imposed on Executive for the payments made pursuant to
          the Employment Agreement, except for any Company statutory tax withholding
          obligations. 






	9. 	This
is the whole release agreement between Executive and Company and the other
          Released Parties. No promises or oral or written statements have been made to
          Executive other than those in this Agreement. If any portion of this Agreement
          is found to be unenforceable, then Executive, Company and the other Released
          Parties desire that all other portions that can be separated from it or
          appropriately limited in scope, shall remain fully valid and enforceable. 






	10. 	This
Agreement may not and shall not be deemed or construed to have been           modified,
amended, rescinded, cancelled or waived in whole or in part except by           a written
instrument signed by all parties. 






	11. 	Executive
shall have twenty-one (21) days to consider whether to sign this           release
Agreement. Executive acknowledges that the Company encouraged her to           seek
advice regarding this release Agreement from legal counsel of her choosing,           and
that Executive may revoke this release Agreement by delivering a written           notice
of revocation within seven (7) days of signing this release Agreement to           the
person and place identified in paragraph 10 above. The effective date of the
          Agreement will be the eighth day after Executive signs it if she does not
revoke           it. 







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EXECUTIVE ACKNOWLEDGES THAT SHE HAS
READ THIS AGREEMENT, SHE UNDERSTANDS IT, SHE KNOWS IT CONTAINS A GENERAL RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS, AND SHE IS VOLUNTARILY ENTERING INTO IT. 



	__________________________________________	_____________________________
	DONNA F. ZARCONE	Date
	

WITNESSED:
	

__________________________________________	_____________________________
	Witness’ Name	Date
	

HARLEY-DAVIDSON FINANCIAL SERVICES, INC
	

By:_______________________________________	_____________________________
	 	Date
	
Title:_____________________________________




 












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