Exhibit  10.1
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                              HARLEY-DAVIDSON, INC.

                               DIRECTOR STOCK PLAN
                                   As amended


                                   ARTICLE I

                                     Purpose

     The purpose of the Harley-Davidson, Inc. Director Stock Plan is to
facilitate payment of compensation to nonemployee directors in the form of
Common Stock of Harley-Davidson, Inc. Such payment in Common Stock should
provide a method for nonemployee directors to meet the requirements of the
Director and Senior Executive Stock Ownership Guidelines for Harley-Davidson,
Inc. and an increased incentive for nonemployee directors to contribute to the
future success and prosperity of Harley-Davidson, Inc. We believe this will, in
turn, enhance the value of the stock for the benefit of the shareholders, and
increase the ability of Harley-Davidson, Inc. to attract and retain directors of
exceptional skill upon whom, in large measure, its sustained growth and
profitability depend.

                                   ARTICLE II

                                   Definitions

     The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:

     2.1. Annual Retainer Fee: The annual retainer fee then in effect for
service by an Outside Director as a director, board committee chair and/or
committee member.

     2.2. Board: The Board of Directors of the Company.

     2.3. Code: The Internal Revenue Code of 1986, as amended.

     2.4. Committee: The Nominating and Corporate Governance Committee of the
Board; provided that if any member of the Nominating and Corporate Governance
Committee is not a Disinterested Person, the Committee shall be comprised of
only those members of the Nominating and Corporate Governance Committee who are
Disinterested Persons.

     2.5. Common Stock: The common stock of the Company.

     2.6. Company: Harley-Davidson, Inc.

     2.7. Deferral Election: An election by an Outside Director to defer
receiving all or any portion of the shares of Common Stock that would otherwise
be transferred to such Outside Director pursuant to a Share Election.

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     2.8. Disinterested Persons: Nonemployee directors within the meaning of
Rule 16b-3 as promulgated under the Securities Exchange Act of 1934, as amended.

     2.9. Fair Market Value: The average of the high and low reported sales
prices of Common Stock on the New York Stock Exchange Composite Tape on the date
for which fair market value is being determined.

     2.10. Option: A stock option granted under the Plan.

     2.11. Option Price: The purchase price of a share of Common Stock under an
Option.

     2.12. Optionee: A person who has been granted one or more Options.

     2.13. Outside Director: Each member of the Board who is not also an
employee of the Company or any Subsidiary (including members of the Committee).

     2.14. Plan: The Harley-Davidson, Inc. Director Stock Plan.

     2.15. Share Election: An election by an Outside Director to receive either
50% or 100% of his or her Annual Retainer Fee in the form of Common Stock
(subject to any Deferral Election by an Outside Director), with the receipt of
such shares of Common Stock to be in lieu of any cash payment for that portion
of his or her Annual Retainer Fee; provided, however, that if, at the time an
Annual Retainer Fee is payable, an Outside Director satisfies, through the
ownership of Common Stock and/or Share Units credited to his or her Share
Account, the stock ownership guidelines for directors then in effect that the
Board or any committee of the Board has established, then the Outside Director
may make a Share Election to receive 0% of such Annual Retainer Fee in the form
of Common Stock.

     2.16. Subsidiary: A corporation, limited partnership, general partnership,
limited liability company, business trust or other entity of which more than
fifty percent (50%) of the voting power or ownership interest is directly and/or
indirectly held by the Company.

     2.17. Termination Date: The day preceding the tenth anniversary of the date
on which the Option is granted.

                                  ARTICLE III

                                 Administration

     3.1. The Committee: The Committee shall administer the Plan and shall have
full power to construe and interpret the Plan, establish and amend rules and
regulations for its administration, and perform all other acts relating to the
Plan, including the delegation of administrative responsibilities, which it
believes reasonable and proper.

     3.2. Actions Final: Any decision made, or action taken, by the Committee
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.

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                                   ARTICLE IV

                           Shares Subject to the Plan

     4.1. The total number of shares of Common Stock available for delivery
under the Plan shall be 200,000 as of May 2, 1998 (after giving effect to a
2-for-1 stock split effected in 2000). The foregoing amount shall be subject to
adjustment in accordance with Article VIII of the Plan. If an Option or portion
thereof shall expire, be canceled or terminate for any reason without having
been exercised in full, the unpurchased shares covered by such Options shall be
available for future grants of Options. Shares of Common Stock to be delivered
under the Plan shall be made available solely from authorized and issued shares
of Common Stock reacquired and held as treasury shares. In no event shall the
Company be required to deliver fractional shares of Common Stock under the Plan.
Whenever under the terms of the Plan a fractional share of Common Stock would
otherwise be required to be delivered, there shall be delivered in lieu thereof
one full share of Common Stock.

                                   ARTICLE V

                                   Eligibility

     5.1. Only Outside Directors shall be entitled to participate in the Plan.

                                   ARTICLE VI

                                     Options

     6.1. Option Grants: Prior to December 31, 2002, each Outside Director who
served as a member of the Board immediately following an annual meeting of
shareholders of the Company was automatically granted on the first business day
after such meeting (the "Annual Grant Date") an Option for the purchase of such
number of shares of Common Stock (rounded up to the nearest multiple of 100)
whose Fair Market Value on the Annual Grant Date equaled three (3) times the
Optionee's Annual Retainer Fee other than committee chair retainer fees. No such
Option shall be granted under the Plan after December 31, 2002.

     6.2. Option Agreements: All Options shall be evidenced by written
agreements executed by the Company. Such options shall be subject to the
applicable provisions of the Plan, and shall contain such provisions as are
required by the Plan and any other provisions the Committee may prescribe. All
agreements evidencing Options shall specify the total number of shares subject
to each grant, the Option Price and the Termination Date.

     6.3. Option Price: The Option Price shall be the Fair Market Value of a
share of Common Stock on the Annual Grant Date.

     6.4. Period of Exercise: Options shall be exercisable from and after the
Annual Grant Date and shall terminate one year after the Optionee ceases to
serve as a member of the Board for any reason, except that as to any Optionee
who is removed from the Board for cause in accordance with the Company's
Restated Articles of Incorporation, the Options held by the

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Optionee shall terminate immediately on such removal. In any event, no Option or
portion thereof shall be exercisable after the Termination Date.

     6.5. Manner of Exercise and Payment: An Option, or portion thereof, shall
be exercised by delivery of a written notice of exercise to the Company and
payment of the full price of the shares being purchased pursuant to the Option.
An Optionee may exercise an Option with respect to less than the full number of
shares for which the Option may then be exercised, but an Optionee must exercise
the Option in full shares of Common Stock. The price of Common Stock purchased
pursuant to an Option, or portion thereof, may be paid:

          a. in United States dollars in cash or by check, bank draft or money
     order payable to the order of the Company,

          b. through the delivery of shares of Common Stock with an aggregate
     Fair Market Value on the date of exercise equal to the Option Price,

          c. by complying with other procedures for the payment of the exercise
     price that the Company may establish from time to time in accordance with
     applicable law and regulations, or

          d. by any combination of the above methods of payment.

The Committee shall determine acceptable methods for tendering Common Stock as
payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate, including, without limitation, any limitation or prohibition
designed to avoid certain accounting consequences which may result from the use
of Common Stock as payment upon exercise of an Option.

     6.6. Nontransferability of Options: Except as may be otherwise provided by
the Committee, each Option shall, during the Optionee's lifetime, be exercisable
only by the Optionee and neither it nor any right hereunder shall be
transferable otherwise than by will or the laws of descent and distribution or
be subject to attachment, execution or other similar process. In the event of
any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of an Option or of any right hereunder, except as provided for
herein, or in the event of any levy or any attachment, execution or similar
process upon the rights or interest hereby conferred, the Company may terminate
the Option by notice to the Optionee and the Option shall thereupon become null
and void.

                                  ARTICLE VII

                                 Share Election

     7.1. Election: At any time and from time to time, each Outside Director may
make a Share Election. An Outside Director's Share Election (i) must be in
writing and delivered to the Treasurer of the Company, (ii) shall be effective
commencing on the date the Treasurer receives the Share Election or such later
date as may be specified in the Share Election, and (iii) shall remain in effect
unless modified or revoked by a subsequent Share Election in accordance with the
provisions hereof. If an Outside Director elects (or is deemed to have elected)
to receive only

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50% of his or her Annual Retainer Fee in the form of shares of Common Stock,
then the remaining 50% shall be paid in cash (subject to any deferral by the
Outside Director under the Company's Deferred Compensation Plan for Nonemployee
Directors (the "Cash Deferral Plan")). If an Outside Director who is entitled to
do so elects to receive 0% of his or her Annual Retainer Fee in the form of
shares of Common Stock, then all of his or her Annual Retainer Fee shall be paid
in cash (subject to any deferral by the Outside Director under the Cash Deferral
Plan). If an Outside Director has not made a Share Election, the Director will
be deemed to have made a Share Election to receive 50% of his or her Annual
Retainer Fee in the form of Common Stock.

     7.2. Transfer of Shares: Subject to any Deferral Election by an Outside
Director, shares of Common Stock issuable to an Outside Director pursuant to a
Share Election shall be transferred to such Outside Director as of the first
business day following each annual meeting of the shareholders of the Company,
except that, for an Outside Director elected to the Board at a time other than
at an annual meeting of the shareholders of the Company, shares of Common Stock
issuable to the Outside Director pursuant to a Share Election shall be
transferred to such Outside Director as of the first business day following the
first meeting of the Board or a committee of the Board that the Outside Director
attends. The total number of shares of Common Stock to be so transferred shall
be determined by dividing (x) the dollar amount of the Annual Retainer Fee
payable to which the Share Election applies, by (y) the Fair Market Value of a
share of Common Stock on day on which the Annual Retainer Fee is payable to the
Outside Director.

                                  ARTICLE VIII

                                Deferral Election

     8.1. Deferral Election: Each Outside Director may make a Deferral Election
to defer receiving all or 50% of the shares of Common Stock that would otherwise
be transferred to such Outside Director pursuant to a Share Election with
respect to any Annual Retainer Fees otherwise payable after the effective date
of the Deferral Election. A Deferral Election, or a modification or revocation
of a Deferral Election by a subsequent Deferral Election, must be in writing and
delivered to the Treasurer of the Company. Each Outside Director serving as a
member of the Board as of the Company's 2003 Annual Meeting of Shareholders may
make a Deferral Election at any time on or before May 3, 2003. Thereafter, a
newly eligible Outside Director may make his or her initial Deferral Election
within 30 days of becoming an Outside Director. Such initial Deferral Elections
shall be effective as of the date on which they are delivered to the Treasurer
of the Company. Deferral Elections are irrevocable until changed. Any Deferral
Elections other than in connection with the Company's 2003 Annual Meeting of
Shareholders and other than when an Outside Director is initially eligible to
make a Deferral Election, and any changes to existing Deferral Elections, may be
made only during the 30 day period up to and including an annual meeting of
shareholders of the Company, and shall be effective as of such annual meeting of
shareholders. All Deferral Elections under the Plan shall automatically
terminate upon the occurrence of a Change of Control Event. The definition of
"Change of Control Event" is as set forth in Schedule A to the Plan, which may
be revised from time to time by the Committee to maintain consistency with the
definition of this term used by the Company for other corporate
compensation-related purposes.

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     8.2. Share Accounts: An Outside Director who makes a Deferral Election
shall have the number of deferred shares of Common Stock (including fractions of
a share) that would otherwise be transferred pursuant to Section 7.2 credited as
whole and fractional "Share Units," with fractional units calculated to four
decimal places, to a "Share Account" for the Outside Director, for recordkeeping
purposes only.

     8.3. Cash Dividends and Share Accounts: Whenever cash dividends are paid by
the Company on outstanding Common Stock, on the payment date therefor there
shall be credited to the Outside Director's Share Account a number of additional
Share Units, with fractional units calculated to four decimal places, equal to
(i) the aggregate dividend that would be payable on outstanding shares of Common
Stock equal to the number of Share Units credited to such Share Account on the
record date for the dividend, divided by (ii) the Fair Market Value of a share
of Common Stock on the last trading business day immediately preceding the date
of payment of the dividend.

     8.4. Payments: Upon cessation of an Outside Director's service as a
director of the Company for any reason, or upon the occurrence of a Change of
Control Event (as such term is defined in the Company's Deferred Compensation
Plan), the Company will make payments to the Outside Director (or, in case of
the death of the Outside Director, to his or her beneficiary designated in
accordance with Section 8.6 or, if no such beneficiary is designated, to his or
her estate), as compensation for prior service as a director, in respect of the
Outside Director's Share Account. All payments in respect of a Share Account
shall be made in shares of Common Stock by converting Share Units into Common
Stock on a one-for-one basis. However, to the extent shares of Common Stock are
not available for delivery under the Plan, the Committee may direct that all or
any part of the payments in respect of a Share Account be made in cash rather
than by delivery of Common Stock, in which case the cash payment shall be
determined by multiplying the number of Share Units in the Share Account that
are the subject of the cash payment by the Fair Market Value of a share of
Common Stock on the last trading business day preceding the date on which
payment is made.

          a. Form of Payments: An Outside Director may elect to have payments in
     respect of a Share Account made either in (i) a single payment, or (ii)
     annual installments; provided, however, that if an Outside Director making
     a Deferral Election under the Plan has elected to defer cash compensation
     under the Cash Deferral Plan, then that Outside Director must elect a
     payment option under the Plan that provides the same timing of deferred
     payments as the payment option elected under the Cash Deferral Plan. Under
     the installment payment option, at the time an Outside Director makes his
     or her initial Deferral Election, or thereafter in accordance with Plan
     rules, the Outside Director may select (subject to the proviso in the
     immediately preceding sentence) the number of years over which benefits are
     to be paid to the Outside Director, up to a maximum of 5 years, except that
     the number of installments selected may not result in any one installment
     payment with respect to less than 100 Share Units. The payment option
     elected shall apply to the Outside Director's entire Share Account. The
     installment payment option does not apply upon the occurrence of a Change
     of Control Event. An Outside Director who fails to make any payment
     election under the Plan and has not made a payment election under the Cash
     Deferral Plan shall be deemed to have elected the single payment option. An
     Outside Director who fails to make any payment election under the Plan but
     has made a payment election under the Cash Deferral Plan will be deemed to
     have elected under

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     the Plan the same payment option that he or she has made under the Cash
     Deferral Plan. If at the time of the cessation of an Outside Director's
     service there exists a conflict in the payment options that the Outside
     Director elected under the Plan and under the Cash Deferral Plan, then that
     Outside Director will be deemed to have made a payment election under the
     Plan that provides the same timing of deferred payments as the payment
     option that the Outside Director elected under the Cash Deferral Plan.

          b. If the Outside Director has elected the single payment option, then
     the Company will make payment to the Outside Director in respect of the
     number of Share Units credited to the Outside Director's Share Account
     within 30 days after the end of the quarter in which the Outside Director
     ceases service as a director of the Company. In addition, the Company will
     make payment to the Outside Director in respect of the number of Share
     Units credited to the Outside Director's Share Account promptly upon the
     occurrence of a Change of Control Event.

          c. If the Outside Director has elected the installment payment option,
     then the first installment will be made within 30 days after the end of the
     quarter in which the Outside Director ceases service as a director of the
     Company, and each subsequent installment shall be paid in July of each year
     following the year in which the first installment is paid to the Outside
     Director during the installment period. The annual installment payment
     amount for any year shall be initially determined by dividing the number of
     Share Units credited to the Outside Director's Share Account as of January
     1 of the year for which the payment is being made and for which such an
     election is in effect by the number of installment payments remaining to be
     made, and then rounding the quotient obtained for all but the final
     installment to the next lowest whole number.

          d. Changes by an Outside Director in the payment option elected and/or
     in the number of years in the installment payment period (not to exceed 5
     years) shall be in writing and filed with the Treasurer of the Company not
     less than 12 months before the date the Outside Director ceases service as
     a director of the Company for any reason. If a change is requested less
     than 12 months in advance of the date the Outside Director ceases service
     as a director of the Company for any reason, then the Outside Director's
     previous valid election of a form of payment shall be given effect. If
     there is no previous valid election of the payment option in effect, then
     payment will be made under the single payment option.

     8.5. Hardship Payments: The Committee may, in its sole discretion, upon the
finding that an Outside Director has suffered a severe financial hardship, pay
to the Outside Director part or all of his or her Share Account, as needed to
meet the Outside Director's need.

     8.6. Designation of Beneficiary: Each Outside Director or former Outside
Director entitled to any payments under this Article VIII from time to time may
designate a beneficiary or beneficiaries to whom any such payments are to be
paid in case of the Outside Director's death before receipt of any or all of
such payments. Any designation will revoke all prior designations by the Outside
Director or former Outside Director, shall be in a form prescribed by the
Company and will be effective only when filed by the Outside Director or former
Outside Director, during his or her lifetime, in writing with the Treasurer of
the Company. References in this Plan to an Outside Director's "beneficiary" at
any date shall include such persons designated

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as concurrent beneficiaries on the director's beneficiary designation form then
in effect. In the absence of any such designation, any balance remaining in an
Outside Director's or former Outside Director's Share Account at the time of the
director's death shall be paid to such Outside Director's estate in a lump sum.

     8.7. No Assets: No cash will be deliverable to an Outside Director in
respect of the Outside Director's Share Account until the date or dates
identified pursuant to this Article VIII, and an Outside Director's Share Units
shall be reflected in an unfunded account established for such Outside Director
by the Company. Payment of the Company's obligation will be from general funds,
and no special assets (stock, cash or otherwise) have been or will be set aside
as security for this obligation.

     8.8. No Transfers: An Outside Director's rights to payments under this
Article VIII are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, or garnishment by an Outside
Director's creditors or the creditors of his or her beneficiaries, whether by
operation of law or otherwise, and any attempted sale, transfer, assignment,
pledge, or encumbrance with respect to such payment shall be null and void, and
shall be without legal effect and shall not be recognized by the Company.

     8.9. Unsecured Creditor; No Trust Fund: The right of an Outside Director to
receive payments under this Article VIII is that of a general, unsecured
creditor of the Company, and the obligation of the Company to make payments
constitutes a mere promise by the Company to pay such benefits in the future.
Further, the arrangements contemplated by this Article VIII are intended to be
unfunded for tax purposes and for purposes of Title I of ERISA.

                                   ARTICLE IX

                                   Adjustments

     9.1. If (a) the Company shall at any time be involved in a merger or other
transaction in which the Common Stock is changed or exchanged; or (b) the
Company shall declare a dividend payable in, or shall subdivide or combine, its
Common Stock; or (c) any other event shall occur which in the judgement of the
Committee necessitates an adjustment to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee may, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of securities subject to the Plan; (ii) the
number and type of securities subject to outstanding Options; (iii) the Option
Price with respect to any Option; and (iv) the number of Share Units credited to
each Outside Director's Share Account; provided, however, that Options subject
to grant or previously granted to Optionees and the number of Share Units
credited to each Outside Director's Share Account under the Plan at the time of
any such event shall be subject to only such adjustment as shall be necessary to
maintain the proportionate interest of the Outside Director and preserve,
without exceeding, the value of such Options and Outside Director's Share
Account. The judgment of the Committee with respect to any matter referred to in
this Article shall be conclusive and binding upon each Outside Director.

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                                   ARTICLE X

                        Amendment and Termination of Plan

     10.1. General Powers: The Board of Directors may at any time terminate or
suspend the Plan. Subject to applicable limitations set forth in New York Stock
Exchange rules, the Code or Rule 16b-3 under the Securities Exchange Act of
1934, the Board of Directors may amend the Plan as it shall deem advisable
including (without limiting the generality of the foregoing) any amendments
deemed by the Board of Directors to be necessary or advisable to assure
conformity of the Plan with any requirements of state and federal laws or
regulations now or hereafter in effect; provided, however, that the Board of
Directors may not amend either the provisions of Section 6.1 or the amount of
the Annual Retainer Fee more often than once in any six month period.

     10.2. No Impairment: No amendment, suspension or termination of this Plan
shall, without the Optionee's consent, alter or impair any of the rights or
obligations under any Option theretofore granted to an Optionee under the Plan.

                                   ARTICLE XI

                        Government and Other Regulations

     11.1. The obligation of the Company to issue or transfer and deliver shares
of Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules, orders and approvals which shall then be in effect and
required by governmental entities and the stock exchanges on which Common Stock
is traded.

                                  ARTICLE XII

                            Miscellaneous Provisions

     12.1. Plan Does Not Confer Shareholder Rights: Neither an Outside Director
nor any person entitled to exercise the Outside Director's rights in the event
of the Outside Director's death shall have any rights of a shareholder with
respect to the shares subject to an Option, Share Election or any Share Units
held in the Outside Director's Share Account, except to the extent that, and
until, such shares shall have been issued upon the exercise of each Option,
transfer of shares pursuant to a Share Election or the delivery of shares in
respect of the Outside Director's Share Account.

     12.2. Plan Expenses: Any expenses of administering this Plan shall be borne
by the Company.

     12.3. Use of Exercise Proceeds: Payment received from Optionees upon the
exercise of Options shall be used for the general corporate purposes of the
Company, except that any stock received in payment may be retired, or retained
in the Company's treasury and reissued.

     12.4. Indemnification: In addition to such other rights of indemnification
as they may have as members of the Board or the Committee, the members of the
Committee and the Board

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shall be indemnified by the Company against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or any of them may be party by reason of any action taken or failure to act in
connection with the adoption, administration, amendment or termination of the
Plan, and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith; provided that
upon the institution of any such action, suit or proceeding a Committee or Board
member shall, in writing, give the Company notice thereof and an opportunity, at
its own expense, to handle and defend the same before such Committee or Board
member undertakes to handle and defend it on such member's own behalf.

     12.5. Withholding Taxes: The Company may, in its discretion, require an
Outside Director to pay to the Company at the time of exercise of an Option or
issuance of Common Stock under the Plan the amount that the Company deems
necessary to satisfy its obligation to withhold Federal, state or local income,
FICA or other taxes incurred by the reason of the exercise or issuance. Upon or
prior to the exercise of an Option or receipt of Common Stock requiring tax
withholding, an Outside Director may make a written election to have shares of
Common Stock withheld by the Company from the shares otherwise to be received.
The number of shares so withheld shall have an aggregate Fair Market Value on
the date of exercise sufficient to satisfy the applicable withholding taxes. The
acceptance of any such election by an Optionee shall be at the sole discretion
of the Committee.

                                  ARTICLE XIII

                                 Effective Date

     13.1. The Plan became effective on May 2, 1998. Options may not be granted
under the Plan after May 2, 2008. The Plan, as amended, shall become effective
on May 3, 2003.


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                                SCHEDULE A TO THE

                              HARLEY-DAVIDSON, INC.

                         DIRECTOR STOCK PLAN, AS AMENDED


A Change of Control Event means any one of the following:
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          a. Continuing directors no longer constitute at least two-thirds of
     the directors of Harley-Davidson, Inc. "Continuing director" means any
     individual who is either (i) a member of the Board on May 3, 2003, or (ii)
     a member of the Board whose election or nomination to the Board was
     approved by a vote of at least two-thirds (2/3) of the Continuing Directors
     (other than a person whose election was as a result of an actual or
     threatened proxy or other control contest);

          b. Any person or group of persons (as defined in Rule 13d-5 under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act")), together
     with its affiliates, becomes the beneficial owner, directly or indirectly,
     of twenty percent (20%) or more of the then outstanding common stock of
     Harley-Davidson, Inc. or twenty percent (20%) or more of the voting power
     of the then outstanding securities of Harley-Davidson, Inc. entitled
     generally to vote for the election of the members of the Board;

          c. The approval by the shareholders of Harley-Davidson, Inc. of the
     merger or consolidation of Harley-Davidson, Inc. with any other
     corporation, the sale of substantially all of the assets of
     Harley-Davidson, Inc., or the liquidation or dissolution, of
     Harley-Davidson, Inc., unless, in the case of a merger or consolidation,
     the then Continuing Directors in office immediately prior to such merger or
     consolidation will constitute at least two-thirds (2/3) of the directors of
     the surviving corporation of such merger or consolidation and any parent
     (as such term is defined in Rule 12b-2 under the Exchange) of such
     corporation; or

          d. At least two-thirds (2/3) of the then Continuing Directors in
     office immediately prior to any other action proposed to be taken by the
     shareholders of Harley-Davidson, Inc. or by the Board determines that such
     proposed action, if taken, would constitute a change of control of
     Harley-Davidson, Inc. and such action is taken.