HARLEY-DAVIDSON MANAGEMENT DEFERRED COMPENSATION PLAN

Exhibit 10.4

HARLEY-DAVIDSON

MANAGEMENT DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS

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HARLEY-DAVIDSON

MANAGEMENT DEFERRED COMPENSATION PLAN

Harley-Davidson Motor Company Group, Inc. (the “Company”) maintains the Harley-Davidson Management Deferred Compensation Plan for the benefit of eligible employees of the Company and its Affiliates.

The Plan is intended to promote the best interests of the Company and its Affiliates by attracting and retaining key management employees possessing a strong interest in the successful operation of the Company and its Affiliates and encouraging their continued loyalty, service and counsel to the Company and its Affiliates. The Plan is amended and restated effective January 1, 2009 to comply with final regulations under Code Section 409A.

ARTICLE I. DEFINITIONS AND CONSTRUCTION

Section 1.01. Definitions .

The following terms have the meanings indicated below unless the context in which the term is used clearly indicates otherwise:

(a) Account: The record keeping account or accounts maintained to record the interest of each Participant under the Plan. An Account is established for record keeping purposes only and not to reflect (or require) the physical segregation of assets on the Participant’s behalf. To the extent relevant with respect to any Participant, the Participant’s overall Account may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate.

(b) Administrator: The Retirement Plans Committee appointed by the Board.

(c) Affiliate: Each corporation, trade or business that, with the Company, forms part of a controlled group of corporations or group of trades or businesses under common control within the meaning of Code Sections 414(b) or (c); provided that for purpose of determining when a Participant has incurred a Separation from Service, the phrase “at least fifty percent (50%)” shall be used in place of “at least eighty percent (80%)” each place it appears in Code Section 414(b) and (c) and the regulations thereunder.

(d) Annual Bonus Deferral: See Section 1.01(l)(ii).

(e) Base Compensation: The base salary or wage payable by a Participating Employer to an Eligible Employee for services performed prior to reduction for contributions by the Eligible Employee to this Plan or pre-tax or after-tax contributions by the Eligible Employee to any other employee benefit plan maintained by a Participating Employer, but exclusive of extraordinary payments such as overtime, bonuses, meal allowances, reimbursed expenses, termination pay, moving pay, commuting expenses, severance pay, non-elective deferred compensation payments or accruals, stock options or restricted stock, or the value of employer-provided fringe benefits or coverage, all as determined in accordance with such uniform rules, regulations or standards as may be prescribed by the Administrator.

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(f) Base Compensation Deferral: See Section 1.01(l)(i).

(g) Beneficiary: The person or entity designated by a Participant to be his or her beneficiary for purposes of this Plan. If a beneficiary dies before receiving all payments due such beneficiary, any remaining payments will be made to the designated beneficiary’s estate unless a contingent beneficiary was designated by the Participant as to such amounts. If there is a contingent beneficiary payments will be made to the contingent beneficiary and, if such contingent beneficiary dies, any remaining payments will be made to the contingent beneficiary’s estate. If there is no beneficiary designation in force when Plan benefits become payable upon the death of a Participant, payment shall be made to the Participant’s current spouse, or if the Participant is not married or the spouse is not then living, to the Participant’s estate. Beneficiary designations shall be in writing, filed with the Administrator, be in such form as the Administrator may prescribe for this purpose, and shall become effective only upon acknowledgement by the Administrator.

(h) Board: The Board of Directors of the Company.

(i) Code: The Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include reference to any successor provision thereto.

(j) Committee: The Compensation Committee of the Board of Directors of Harley-Davidson, Inc.

(k) Company: Harley-Davidson Motor Company Group, Inc., or any successor thereto.

(l) Deferral: An amount credited, in accordance with a Participant’s election, to the Participant’s Account under the Plan in lieu of the current payment of an equal amount of compensation to the Participant. Deferrals include the following:

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(m) Disability: The inability of a Participant to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined by the Administrator.

(n) Eligible Employee: A common law employee of a Participating Employer who has been designated by the Administrator or the Committee as being eligible to participate in this Plan or who is eligible for the benefits described in Section 3.05.

(o) ERISA: The Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include reference to any successor provision thereto.

(p) Incentive Stock Plan: The Harley-Davidson, Inc. 2004 Incentive Stock Plan, or any successor to such plan.

(q) Investment Options: The hypothetical investment options established by the Administrator from time to time (which may, but need not, be based upon one or more of the investment options available under the Retirement Savings Plan for Salaried Employees of Harley-Davidson).

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(r) Matching Contribution Credits: The amounts (if any) credited in accordance with Section 3.04.

(s) Participant: An Eligible Employee or a former Eligible Employee with an undistributed Account balance under the Plan.

(t) Participating Employer: The Company and each Affiliate that, with the consent of the Administrator or the Committee, participates in the Plan for the benefit of one or more Participants.

(u) Plan: The Harley-Davidson Management Deferred Compensation Plan, as amended and in effect from time to time.

(v) Separation from Service: The date on which a Participant separates from service (within the meaning of Code Section 409A) from the Company and all Affiliates. A Separation from Service occurs when the Company and the Participant reasonably anticipate that no further services will be performed by the Participant for the Company and its Affiliates after that date or that the level of bona fide services the Participant will perform after such date as an employee of the Company or an Affiliate will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding 36-month period (or such lesser period of services). The Participant is not considered to have incurred a Separation from Service if the Participant is absent from active employment due to military leave, sick leave or other bona fide reason if the period of such leave does not exceed the greater of (i) six months, or (ii) the period during which the Participant’s right to reemployment by the Company or an Affiliate is provided either by statute or by contract; provided that if the leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to 29 months without causing the Participant to have incurred a Separation from Service.

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(w) Specified Employee: A Participant who, as of the date of the Participant’s Separation from Service, is treated as a Specified Employee in accordance with Code Section 409A and the rules below. The Plan will identify Specified Employees each year as of December 31, which shall be the Plan’s Specified Employee identification date. A Participant who is identified as of December 31 as satisfying the requirements for classification as a Specified Employee will be treated as a Specified Employee for the entire 12 month period that begins on the April 1 following the December 31 Specified Employee identification date and ends on the following March 31. A Participant satisfies the requirements for classification as a Specified Employee if the Participant, at any time during the 12-month period ending on the Specified Employee identification date, is (i) an officer of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $130,000, as indexed; provided that no more than 50 employees, or if lesser, the greater of three or 10 percent of all employees, shall be treated as officers, (ii) a five percent owner of the Company or an Affiliate, or (iii) .a one percent owner of the Company or an Affiliate having annual compensation from the Company and its Affiliates of greater than $150,000, as indexed, in all cases applied in accordance with the regulations issued by the Secretary of the Treasury under Code Section 409A.

(x) Stock Unit: A hypothetical share of common stock of Harley-Davidson, Inc.

(y) Valuation Date: See Section 4.03.

Section 1.02. Construction and Applicable Law .

(a) Wherever any words are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are use in the singular or the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information only, and the Plan is not to be construed by reference to such items.

(b) This Plan is intended to be a plan of deferred compensation maintained for a select group of management or highly compensated employees as that term is used in ERISA, and shall be interpreted so as to comply with the applicable requirements thereof. In all other respects, the Plan is to be construed and its validity determined according to the laws of the State of Wisconsin

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(without reference to conflict of law principles thereof) to the extent such laws are not preempted by federal law, and any action for benefits under the Plan or to enforce the terms of the Plan shall be heard in the State of Wisconsin by the court with jurisdiction over the claim. In case any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, but the Plan shall, to the extent possible, be construed and enforced as if the illegal or invalid provision had never been inserted.

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ARTICLE II. PARTICIPATION

Section 2.01. Eligibility .

Except for Section 3.05, an employee shall be eligible to participate in the Plan only if the employee is employed by a Participating Employer and if the employee has been designated as an Eligible Employee by the Administrator or the Committee. When designating an employee as an Eligible Employee, the Administrator or the Committee, in their sole discretion, may designate the employee for participation in the entire Plan or any part thereof. An employee who satisfies the requirements Section 3.05 is eligible to participate in the Plan with respect to the benefits described in that Section, whether or not the Participant has been designated for participation in the other components of the Plan.

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ARTICLE III. EMPLOYEE DEFERRED COMPENSATION

Section 3.01. Deferrals Of Base Compensation .

(a) Amount . A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the Base Compensation that would otherwise be paid to the Participant. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lower percentage specified by the Administrator) of the Participant’s Base Compensation that the Participant wishes to defer. The minimum annual Base Compensation Deferral is $5,000 (or if the Participant has designated a percentage of Base Compensation to be deferred, the percentage that, when applied to the Participant’s Base Compensation rate at the time the Deferral election is made, is expected to result in an annual Base Compensation Deferral of at least $5,000).

(b) Initial Deferral Election . In the case of a Participant who has been designated for participation for the first time (and who has not previously been designated as being eligible for participation in another deferred compensation plan that is required to be aggregated with this Plan for purposes of Code Section 409A), the Participant may submit his or her initial Base Compensation Deferral election within 30 days of being designated for participation in the Plan. If the Participant does so, the Participant’s validly executed Base Compensation Deferral election shall become effective with respect to Base Compensation attributable to services to be performed subsequent to the date on which the election is filed with the Administrator, or as soon thereafter as is practicable. Alternatively, the Participant at any time may elect to make Base Compensation Deferrals by submitting a validly executed Base Compensation Deferral election to the Administrator, but the election shall become effective and shall apply only to Base Compensation attributable to services performed on or after January 1 of the calendar year following the calendar year during which the election is received by the Administrator, or as soon thereafter as practicable. A Participant’s Base Compensation Deferral election, once effective, shall remain in effect until modified by the Participant in accordance with subsection (c) below or otherwise revoked in accordance with Plan rules.

(c) Revised Deferral Election . Except to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revocation or revision to his or her Base Compensation Deferral election in accordance with regulations promulgated by

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the Secretary of the Treasury under Code Section 409A, a Participant’s Deferral election, once effective with respect to a calendar year, may not be revoked or modified with respect to Base Compensation for that calendar year. A Participant may modify his or her then current Base Compensation Deferral election by filing a revised Base Compensation Deferral election form, properly completed and signed, with the Administrator. However, except to the extent that the Administrator is permitted (and elects) to give earlier effect to a Participant’s revised election in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A, the revised election will be effective only with respect to Base Compensation for services performed on or after January 1 of the calendar year following the calendar year during which the revised election is received by the Administrator, or as soon thereafter as practicable. A Participant’s revised Deferral election, once effective, shall remain in effect until again modified by the Participant under this Section or otherwise revoked in accordance with Plan rules.

(d) Base Compensation Paid Following Year End For the Payroll Period That Includes December 31 . For purposes of applying a Participant’s Base Compensation Deferral election, Base Compensation paid after December 31 of a calendar year that is attributable solely to services performed during the payroll period that includes December 31, if paid in accordance with the normal timing arrangement by which a Participating Employer compensates employees for services rendered, is treated as Base Compensation for services performed in the subsequent calendar year, even though part or all of the Participant’s services might have been performed in the prior calendar year.

Section 3.02. Deferrals of Annual Bonus Awards .

A Participant may irrevocably elect, in such form and manner as the Administrator may prescribe, to defer payment of a portion of the annual cash bonus that may be awarded and that would otherwise be paid to the Participant with respect to any calendar year. A Participant’s election shall specify either a fixed dollar amount or a percentage (in increments of 1% to a maximum of 85% or such lesser amount or percentage as may be established by the Administrator, or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable

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law or other authorized withholdings) of the Participant’s annual cash bonus that the Participant wishes to defer. In the case of any bonus award that does not constitute performance-based compensation for purposes of Code Section 409A, a validly executed Annual Bonus Deferral election shall be effective only if the Annual Bonus Deferral election is received by the Administrator prior to the last day of the calendar year preceding the calendar year in which the Participant performs the services on which the bonus award is based, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator. In the case of any bonus award that constitutes performance-based compensation for purposes of Code Section 409A, a validly executed Annual Bonus Deferral election shall become effective with respect to the bonus that may be awarded to the Participant with respect to a calendar year if the Participant’s Deferral election is received by the Administrator at least six (6) months prior to the end of the (calendar year) performance period for the bonus, or by such earlier (but not later) date as the Administrator may establish. A Participant’s Annual Bonus Deferral election becomes irrevocable at the end of the permitted election period, and the Participant may not thereafter revoke or modify his or her election, except as may be permitted by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A. A Participant’s election to defer a bonus award shall be effective only for the performance period to which the election relates, and shall not carry over from year to year.

Section 3.03. Restricted Stock Deferrals .

(a) A Participant may elect, in such form and manner as the Administrator may prescribe, to defer payment of all or any portion of any restricted stock or restricted stock unit award that the Participant receives under the Incentive Stock Plan. A Participant’s election shall specify the whole number of shares or units (up to 100% of such shares or units, or such lesser number or percentage as may be established by the Administrator or as may be consistent with Code Section 409A and necessary in order to comply with applicable withholding obligations, whether attributable to withholdings required under applicable law or other authorized withholdings) of the Participant’s award that the Participant wishes to defer; provided that if the Participant specifies a deferral percentage and application of that percentage does not produce a whole number of shares or units, the number of shares or units to be

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deferred shall be increased to the next higher whole number of share or units. In the case of any award that is not performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall be effective only if the Restricted Stock Deferral election is received by the Administrator prior to the last day of the calendar year preceding the calendar year in which begins the service period for which the restricted stock or restricted stock units are granted, or by such other time as provided in regulations promulgated by the Secretary of the Treasury and adopted by the Administrator. In the case of any award that is performance-based compensation for purposes of Code Section 409A, a validly executed Restricted Stock Deferral election shall become effective with respect to shares or units to be earned by the Participant with respect to any performance period if the Participant’s Restricted Stock Deferral election is received by the Administrator at least six (6) months prior to the end of such performance period or by such earlier (but not later) date as the Administrator may establish. A Participant’s Restricted Stock Deferral election becomes irrevocable at the end of the permitted election period, and the Participant may not thereafter revoke or modify his or her election, except as may be permitted by the Administrator in accordance with regulations promulgated by the Secretary of the Treasury under Code Section 409A. A Participant’s Restricted Stock Deferral election shall be effective only for the particular restricted stock or restricted stock unit award to which the election relates, and a Participant’s election does not carry over from award to award.

(b) A Participant who has made a Restricted Stock Deferral election will be credited under this Plan, on a one-for-one basis, with a number of Stock Units equal to the number of shares of restricted stock or the number of stock units that originally were granted to the Participant under the Incentive Stock Plan but that the Participant has elected to defer under this Plan as a Restricted Stock Deferral. Any dividends (or similar distribution) that would have been payable on the Stock Units credited to a Participant’s Account if such Stock Units were actual shares of Harley-Davidson, Inc. common stock will be credited to the Participant’s Account in the form of additional Stock Units. If any such dividend or other distribution is not already expressed in the form of shares, it shall be converted, for record keeping purposes, into whole and fractional Stock Units. The conversion shall be accomplished by dividing the amount of the dividend or distribution by the closing price of a share of Harley-Davidson, Inc. common stock on the payment date for the dividend or distribution.

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(c) Unless otherwise determined by the Committee, the Participant’s interest in Stock Units attributable to a Restricted Stock Deferral shall be subject to the same vesting or forfeiture conditions to which the Participant would have been subject if the Participant had received the restricted stock or restricted stock unit award directly rather than electing to defer delivery of such award. Similarly, unless otherwise determined by the Committee, the dividend (or distribution) credits that are made in the form of additional Stock Units in accordance with subsection (b), shall be subject to the same vesting or forfeiture conditions as apply with respect to the Stock Unit on which the dividend (or distribution) credit is based.

(d) In the event of any merger, share exchange, reorganization, consolidation, recapitalization, stock dividend or stock split involving Harley-Davidson, Inc. common stock, or other event in which Harley-Davidson, Inc. common stock is subdivided or combined, or a cash dividend is declared the amount of which, on a per share basis, exceeds fifteen percent (15%) of the fair market value of a share of Harley-Davidson, Inc. common stock, at the time the dividend is declared, or Harley-Davidson, Inc. shall effect any other dividend or other distribution of Harley-Davidson, Inc. common stock that the Board determines by resolution is extraordinary or special in nature or that is in connection with a transaction that Harley-Davidson, Inc. characterizes publicly as a recapitalization or reorganization of Harley-Davidson, Inc. common stock or words of similar import, or any other event shall occur, which, in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, the Committee shall make appropriate equitable adjustments with respect to the Stock Units (if any) credited to the Account of each Participant. The nature of any such adjustment shall be determined by the Committee, in its discretion.

(e) Shares of Harley-Davidson, Inc. common stock distributed in settlement of a Participant’s Stock Units, including the shares distributed in settlement of dividend (or distribution) credits that were made in the form of additional Stock Units, shall be charged against the pool of available shares under the Incentive Stock Plan.

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Section 3.04. Matching Contribution Credits .

The Administrator will also credit to the Account of each Participant a Matching Contribution Credit (denominated in cash) on amounts deferred under this Plan as Base Compensation Deferrals and/or Annual Bonus Deferrals, as determined by the Administrator. The Matching Contribution Credit will be in the same relative amount as the matching contribution that is made to th