Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2009, Harley-Davidson, Inc. (the "Company") and Thomas E. Bergmann, formerly the Company's Executive Vice President, Chief Financial Officer and Chief Accounting Officer, entered into a Separation Agreement & Release (the "Agreement"). The Agreement confirms Mr. Bergmann's resignation from his offices with the Company and its subsidiaries on April 30, 2009 and that his last day of employment was May 31, 2009. Under the Agreement, Mr. Bergmann has agreed to make himself available to consult with the Company's Chief Financial Officer, its Treasurer and the President of Harley-Davidson Financial Services, Inc. for a period of 18 weeks (the "Transition Period"). In return, the Company will pay Mr. Bergmann transition pay in the amount of $185,192.29, which constitutes his base salary for the Transition Period. In addition, the Company will provide Mr. Bergmann group health, dental and vision insurance benefits (but not life or disability benefits) from May 31, 2009 through October 31, 2009. Mr. Bergmann also released all claims against the Company pursuant to a standard release agreement and agreed to restrictions on his ability to provide services to competitive businesses and to solicit any employee of the Company. As required by law, Mr. Bergmann has the right to revoke the Agreement for seven days from the date he entered into the Agreement.

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