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Deferred Long-Term Incentive Plan - Harley-Davidson Inc. and Jeffrey Bleustein

                 Deferred Long-Term Incentive Plan (the "Plan")

1.   General. Mr. Bleustein will be entitled to receive up to $5,000,000 in the
     aggregate under the Plan (excluding the investment component discussed
     below) in respect of performance during years 2002 through 2006.

     (a)  Subject to the maximum $5,000,000 aggregate award ("Maximum Aggregate
          Award"), there is no maximum amount that Mr. Bleustein may receive
          under the Plan in respect of any year.

2.   Goals. Mr. Bleustein's entitlement to all or any portion of the Maximum
     Aggregate Award will be contingent upon performance relative to goals
     focusing on Company performance and/or individual performance.

     (a)  The Human Resources Committee (the "Committee") will, in its
          discretion, establish the goals, determine the level of performance
          relative to the goals and determine the amount, if any, of the Maximum
          Aggregate Award to which Mr. Bleustein is entitled based on that

     (b)  The goals may be subjective or objective in nature.

     (c)  The Committee will establish the goals and communicate them to Mr.
          Bleustein at its discretion.

     (d)  At any time, and from time to time, the Committee will determine the
          level of performance relative to goals it has established and the
          amount, if any, of the Maximum Aggregate Award to which Mr. Bleustein
          is entitled and promptly communicate its determination to Mr.

3.   Accounting / Investment. The Company will establish a bookkeeping account
     for Mr. Bleustein for purposes of the Plan (the "Account") the initial
     balance of which is zero (0).

     (a)  At such time as the Committee determines that Mr. Bleustein is
          entitled to all or any portion of the Maximum Aggregate Award, the
          Company shall credit to the Account the amount that the Committee has
          so determined. The credit shall be deemed made as of the date of the
          Committee's determination or such other date that the Committee

     (b)  In addition, as of the end of each calendar quarter, the Company shall
          credit the Account with an amount equal to the product of (i) the
          average month-end Account balance over the course of that quarter and
          (ii) Moody's Long Term Bond Rate (the "Interest Rate") for the year
          applied on a quarterly basis.

4.   Payment. As soon as practicable after commencement of the Company's taxable
     year following the taxable year in which Mr. Bleustein ceases to be an
     employee of the Company (or, if remuneration to Mr. Bleustein would be
     subject to the limitation set forth 

     in Section 162(m) of the Internal Revenue Code as a result of payment at
     such time, then on the earliest later date on which the Company may make
     such payment such that no remuneration to Mr. Bleustein would be subject to
     such limitation), the Company shall pay to Mr. Bleustein, in cash, the
     amount of the balance in the Account.

     (a)  Mr. Bleustein may elect, prior to January 1 of the year payments under
          the Plan are otherwise to commence, to receive payment in either equal
          [annual] installments up to a maximum of fifteen (15) years or in a
          single lump sum cash payment. Mr. Bleustein may similarly change his
          benefit payment election at any time prior to January 1 of the year
          payments under the Plan are otherwise to commence. If no valid
          election is in effect, then payment of the Account shall be made in a
          lump sum.

     (b)  If payment is made in installments, then the amount to be distributed
          annually is determined by multiplying the aggregate balance of the
          Account by a fraction, the numerator of which is one (1) and the
          denominator of which is the number of years remaining for the payments
          to be made (e.g., 1/10, 1/9, 1/8 etc.). Additional earnings are to be
          credited to the Account during the installment payment period in the
          same way earnings are credited while Mr. Bleustein is employed. In the
          event of Mr. Bleustein's death before payment in full is completed,
          any remaining amount will be paid to his designated beneficiary, or as
          otherwise provided in paragraph 7(d), in accordance with the payment
          method in effect at death. The recipient may elect lump sum payment
          subject to Committee consent.

5.   Termination of Employment Due to Death or Disability. Upon Mr. Bleustein's
     death or disability prior to termination of employment, and before any
     payments have been made, the Company will pay to Mr. Bleustein or his
     designated beneficiary, or as otherwise provided in paragraph 7(d), as
     compensation for services rendered prior to the date of his death or
     disability, a benefit equal to the balance in the Account measured as of
     the date his death or disability occurred.

6.   Change in Control. The aggregate balance of the Account (whether he remains
     employed, his employment is terminated, or the Account is in payment
     status) shall be paid out to Mr. Bleustein within ten (10) business days
     after the occurrence of a Change of Control Event (as such term is defined
     in the Company's Deferred Compensation Plan). If payment is delayed beyond
     such payment deadline for any reason, then the balance to be paid out shall
     become fixed as of such tenth (10th) day, except that such amount shall be
     increased in an amount equivalent to interest on such fixed amount, to the
     date of actual payment, at a rate equal to two times the Interest Rate.

7.   Miscellaneous.

     (a)  The Company may deduct from non-deferred compensation any taxes it is
          required to withhold on amounts credited to the Account unless such
          amounts are withheld directly from the amount credited to the Account.
          The Company will withhold from all payments all required taxes.


     (b)  The Account is a means of measuring the value of Mr. Bleustein's
          compensation under the Plan. The Account does not create a trust fund
          of any kind. Any assets earmarked by the Company to pay benefits under
          the Plan do at all times remain assets of the Company. Mr. Bleustein
          has no property interest in specific assets of the Company because of
          the Plan. The rights of Mr. Bleustein, his beneficiary, or an estate
          to benefits under the Plan shall be solely those of an unsecured
          creditor of the Company.

     (c)  Following the close of each year the Company will provide a statement
          of account to Mr. Bleustein. The Account shall be maintained,
          reported, and distributed in United States Dollars.

     (d)  All payments by the Company will be made to Mr. Bleustein, if he is
          living. If Mr. Bleustein has died, then any payment under the Plan
          will be made to his designated beneficiary, which may include multiple
          beneficiaries. If such beneficiary dies before receiving all payments
          due such beneficiary, then any remaining payments will be made to the
          designated beneficiary's estate unless a contingent beneficiary was
          designated by Mr. Bleustein as to such amounts. If there is a
          contingent beneficiary, then payments will be made to the contingent
          beneficiary, and if such contingent beneficiary dies, then any
          remaining payments will be made to the contingent beneficiary's
          estate. If there is no beneficiary designation in force when amounts
          become payable upon Mr. Bleustein's death, then payment shall be to
          Mr. Bleustein's spouse, or if no spouse is then living, to Mr.
          Bleustein's estate.

     (e)  The right of Mr. Bleustein to payment under the Plan shall not be
          assigned, transferred, pledged, or encumbered.

     (f)  The Plan may not be construed as giving Mr. Bleustein the right to be
          retained as an employee of the Company or any of its subsidiaries or

8.   401(k) Matching Contribution Make Up Amounts. The Company will not credit
     to the Account a Company matching contribution on amounts credited to the
     Account under paragraph 3(a) in the same relative amount as is made to Mr.
     Bleustein's pretax savings account in the Harley-Davidson Retirement
     Savings Plan on amounts Mr. Bleustein has elected to defer under that plan.

9.   Status Under SERP and Pension Benefit Restoration Plan. Amounts credited to
     the Account under paragraph 3(a) shall be included in the determination of
     "earnings" and "Final Average Earnings" under the Supplemental Executive
     Retirement Plan and Pension Benefit Restoration Plan in effect for Mr.
     Bleustein as amounts "contributed as a pretax contribution to a
     nonqualified plan of deferred compensation maintained by" the Company, with
     such contribution deemed to occur as of the date of the credit.


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