RESTATED ARTICLES OF INCORPORATION
The name of the Corporation is Harley-Davidson, Inc.
The registered agent and registered office of the Corporation is CT Corporation System, 44 E. Mifflin St.,
Madison, Wisconsin 53703
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the Wisconsin Business Corporation Law.
(a) AUTHORIZED SHARES. The total number of shares of all classes of stock that the Corporation is
authorized to issue is four hundred two million (402,000,000), consisting of (i) four hundred million
(400,000,000) shares of Common Stock of $.01 par value ("Common Stock"), and
(ii) two million (2,000,000) shares of Preferred Stock of $1.00 par value.
All cross references in each Subdivision of this ARTICLE IV refer to other paragraphs in such subdivision unless
(i) VOTING RIGHTS. The holders of Common Stock will be entitled to one vote per share on all matters to be
voted on by the Corporation's shareholders.
(ii) REGISTRATION OF TRANSFER. The Corporation shall keep at its principal office (or such other place as
the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the
surrender of any certificate representing shares of Common Stock at such place, the Corporation shall, at the
request of the registered holder of such certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate the number of shares of Common
Stocks represented by the surrendered certificate (and the Corporation forthwith shall cancel such surrendered
certificate), subject to the requirements of applicable securities laws. Each such new certificate shall be registered
in such name and shall represent such number of shares as shall be requested by the holder of the surrendered
certificate and shall be substantially