1998 DIRECTOR STOCK PLAN
The purpose of the Harley-Davidson, Inc. 1998 Director Stock Plan is to provide favorable opportunities for
non-employee directors of Harley-Davidson, Inc. to purchase shares of Common Stock of Harley-Davidson,
Inc., or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for
these directors to contribute to the future success and prosperity of Harley-Davidson, Inc., thus enhancing the
value of the stock for the benefit of the shareholders, and increasing the ability of Harley-Davidson, Inc. to attract
and retain individuals of exceptional skill upon whom, in large measure, its sustained growth and profitability
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 on the Board as voted by the Board,
exclusive of (a) any Board or committee meeting fees and (b) any Committee Chair Retainer Fees.
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 Human Resources Committee of the Board; provided that if any member of the Human
Resources Committee is not a Disinterested Person, the Committee shall be comprised of only those members of
the Human Resources Committee who are Disinterested Persons.
2.5. Committee Chair Retainer Fee: The annual retainer fee then in effect for service as chairman of a committee
of the Board as voted by the Board.
2.6. Common Stock: The common stock of the Company.
2.7. Company: Harley-Davidson, Inc.
2.8. Disinterested Persons: Non-employee 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 Exchang