DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
Initially Effective May 1, 1995
Amended and Restated May 1, 2001, and Amended May 3, 2003
Harley-Davidson, Inc. (the "Company") created this Plan, effective as of May 1, 1995, to assist nonemployee
directors of the Company to defer income, other than income payable under the Harley-Davidson, Inc. Director
Stock Plan (the "Stock Plan"), until retirement, death, or other cessation of service as a director of the Company.
The Plan is amended and restated effective May 1, 2001, to allow participant direction of investment of Deferred
Benefit Accounts., and further amended May 3, 2003.
The Nominating and Corporate Governance Committee of the Board of Directors of the Company is the
Administrator of the Plan.
Directors of the Company who are not employees of the Company ("nonemployee directors") are eligible under
A nonemployee director must complete a Deferred Compensation Agreement in order to defer compensation
under the Plan. A nonemployee director who executes a Deferred Compensation Agreement is referred to as a
participant until all of his or her benefits hereunder are paid in full.
A Deferred Compensation Agreement under the Plan will not apply to compensation that a nonemployee director
elects to receive in the form of shares of common stock of the Company under Section 7.1 of the Stock Plan.
Each Deferred Compensation Agreement must specify the percentage of the participant's Annual Retainer Fee to
be deferred, which percentage may be one hundred percent (100%), fifty percent (50%), or none, and the
effective date, which may be prospective only. For purposes of the Plan, the term "Annual Retainer Fee" means
the annual retainer fee then in effect for service by the participant as a director, board committee chair and/or
The Agreement also must specify whether the option