1. To enter: Beginning January 1, 2008, and ending December 31, 2008 ("Promotion Period"), a Harley-Davidson® Visa® Cardmember ("Cardmember") in good standing will automatically receive one entry into the Harley-Davidson® Free Ride Sweepstakes ("Sweepstakes") for each dollar spent on the following transactions made with a Harley-Davidson® Visa® (credit) Card: purchases, convenience check purchases, cash equivalent transactions, balance transfers, cash advances, ATM withdrawals and fees to purchase any optional services offered through the Card. In addition, eligible cardmembers will automatically earn one entry into the Sweepstakes for each dollar spent on Visa (non-PIN) purchases made with a Harley-Davidson® Visa® Check Card. Eligible purchase transactions are any purchases made with a Harley-Davidson® Visa® Card or Harley-Davidson® Visa® Check Card issued in the U.S. by subsidiaries of U.S. Bancorp ("Bank"). Sweepstakes entries for foreign transactions will be calculated based on U.S. dollars as of the date of purchase using Visa's standard exchange rate. Bonus Entries: During the Promotion Period, Bonus Entries may be made available through various programs or offers; an alternate non-purchase means of entry will be made available for each bonus entry offer. Cards that are stolen, fraudulent, tampered with, or otherwise altered are not eligible for automatic entry. Entries based on purchases that are returned for credit or refund will be voided. In the event of a dispute, all entries will be deemed to be submitted by the primary person in whose name the card used to enter the Sweepstakes was issued.

To enter without purchase or other obligation: Hand-print your name, address (no PO Boxes), city, state, zip, day and evening phone numbers, and the words "H-D™ Visa® Free Ride Sweepstakes" on a 3"x 5" card, and mail it in a stamped #10 envelope to: H-D™ Visa® Free Ride Sweepstakes Alternate Means of Entry, P.O. Box 4071, South Bend, IN 46634-4071; non-purchase ("alternate", "AMOE") entries must be postmarked by December 31, 2008 and received by January 21, 2009. Limit one (1) entry per postmarked envelope. No mechanical reproductions permitted. Each valid alternate means of entry submitted will receive 795 entries into the sweepstakes. All AMOE entries will be entered into the next monthly drawing, provided the AMOE is postmarked by the 14th day of the following month (and received not more than 7 days thereafter). Entries become the property of Harley-Davidson Financial Services, Inc. ("Sponsor") and will not be returned.

2. Eligibility: Sweepstakes is open to legal residents of the fifty (50) United States and District of Columbia, who are 18 years of age and older. Employees of Harley-Davidson Financial Services, Inc., U.S. Bank National Association ND, U.S. Bank National Association, their respective subsidiaries, affiliates, and advertising, promotion and service agencies including Euro RSCG 4D, The Ignition Network, any company who processes transactions and maintains account information for the Harley-Davidson® Visa® Card or the Harley-Davidson® Visa® Check Card, including Fair Isaac Corporation, and the immediate families (spouse, parents, children, and siblings and their spouses) and individuals living in the same households of each such employees are ineligible. Void where prohibited by law. Sweepstakes subject to all applicable federal, state, and local laws and regulations.

3. Drawings: Twelve (12) monthly random drawings will be held for each month of the Promotion Period beginning with January 2008. The first monthly drawing will be conducted on or about February 21, 2008, with the final monthly drawing scheduled on or about January 21, 2009. One Grand Prize will be awarded in each monthly drawing. All transactions processed during the applicable month and all alternate entries postmarked by the 14th day of the following month (and received not more than 7 days thereafter) will be included in the applicable monthly drawing. Alternate entries postmarked between December 1, 2008 and December 31, 2008 and received by January 21, 2009 will be included in the drawing for December 2008. There will also be one Bonus drawing conducted from among all non-winning eligible entries received from each monthly drawing combined to award a Bonus Grand Prize on or about February 22, 2009. Drawings will be conducted by Ignition Network an independent judging organization. Non-winning monthly entries will not be included in subsequent monthly drawings but will be included in the Bonus drawing.

4. Odds: Estimated odds of winning a monthly Grand Prize are 1 in 149,771,199; however, actual odds of winning any drawing will depend on the total number of eligible entries received for each drawing. Estimated odds of winning the Bonus Grand Prize is 1 in 1,797,254,386; however, the actual odds of winning the Grand Prize Bonus drawing is based upon the number of eligible entries received during the entire Promotional Period.

5. Prizes: (one to be awarded in each of the twelve (12) monthly drawings) of a new, previously untitled Harley-Davidson® motorcycle. Motorcycle models to be awarded are: two (2) Sportster® models with an approximate retail value "ARV" of $9,935.00; four (4) Touring models with an ARV of $17,865.00; two (2) Softail® models with an ARV of $16,720.00; three (3) Dyna® models with an ARV of $13,540.00 and one (1) VRSC™ model with an ARV of $16,695.00. Motorcycle model awarded to each winner in the monthly drawings will be randomly determined at the sole discretion of the Sponsor. One (1) Bonus Prize: Buell® XB9SX model, ARV: $8,895. All motorcycles will be stock motorcycles and will not include any optional equipment. Harley-Davidson® motorcycles will include Harley-Davidson Motor Company's two-year, unlimited mileage factory warranty as set forth in the relevant Harley-Davidson® motorcycle Owner's Manual (the "warranty"). Total approximate retail value of all prizes $190,980.00.

6. Prize Restrictions: Prizes won by individuals who are not of the age of majority under the laws of their state of residence ("minors") shall be awarded in the name of the winner's parent or legal guardian who must sign and return all documentation. No substitutions or cash equivalents permitted except at Sponsor's option for a prize of comparable or greater value. Prizes are non-transferable. Federal, state, and local taxes on prizes, if any, and any expenses related to acceptance and taking delivery of the prizes and to the use of prizes not specified are the responsibility of winners. Grand Prize winners are responsible for license, registration and title fees and insurance costs and must show evidence of insurance and a valid license to operate a motorcycle at time of delivery or prize will be forfeited and awarded to an alternate winner. Winners are responsible for the cost of any vehicle options as agreed to between winner and Harley-Davidson® retail location at which vehicle will be delivered. Motorcycles will be delivered at a Harley-Davidson® retail location near each winner's residence as selected by Sponsor. Winners must take delivery within 30 days of notification of availability or prize will be forfeited and awarded to an alternate winner.

7. Notification of Winners: Grand and Bonus Grand Prize winners will be notified by a traceable form of delivery and will be required to sign and return an Affidavit of Eligibility and Liability Release, and where legal, a Publicity Release, within a specified time after prize notification. Failure to timely return required documents, or if prize notification is returned as undeliverable, prize will be forfeited and may be awarded to an alternate winner. Limit one Prize per person.

8. Additional Terms: By participating, entrants agree a.) to the Official Rules and to the decisions of the Sponsor and the judges, which shall be final in all respects; and b.) to release, discharge and hold harmless Harley-Davidson Motor Company, Harley-Davidson Financial Services, Inc., U.S. Bank National Association ND, U.S. Bank National Association, FairIsaac Corporation, and their affiliates, subsidiaries, dealers, and advertising and promotion agencies involved in this Sweepstakes, including Infinity Direct, Gage Marketing, Ignition Network and their parent companies (collectively "Releasees"), from all liability claims or damages arising out of their participation in the Sweepstakes and their acceptance, use or misuse of prize, provided such release shall not apply to Harley-Davidson Motor Company for any liability, claims, or damages based on the warranty of the motorcycle awarded; and c.) by acceptance and use of a prize, to the use of their names and/or likenesses for advertising and publicity purposes in all media without compensation, except where prohibited.

9. Limitations of Liability: Releasees are not responsible for lost, late, misdirected, damaged, incomplete, illegible or postage-due mail or entries, or for transactions that are processed late or incorrectly or are lost because of computer error or malfunctions or for transactions that are not processed through Bank or other authorized processing system. The Sponsor reserves the right to cancel, suspend or modify the Sweepstakes at any time with or without notice to entrants or cardholders if fraud or technical failures compromise the integrity of the Sweepstakes as determined by the Sponsor in its sole discretion and Releasees shall assume no responsibility to entrants or cardholders in such case.

10. Official Rules Requests: For a copy of the full Official Rules, mail a self-addressed, stamped envelope to: H-D™ Visa® Free Ride Sweepstakes Official Rules, P.O. Box 1553, South Bend, IN 46634-1553. Rules Requests must be received by December 31, 2008.

11. Winners' List: For the names of the prize winners, mail a self-addressed, stamped envelope to: H-D™ Visa® Free Ride Sweepstakes Winners' List, P.O. Box 1553, South Bend, IN 46634-1553. Winners List Requests must be received by January 31, 2009. Winners' lists will be sent on or about March 31, 2009 when all drawings have concluded and winners have been verified.

Sponsor: Harley-Davidson Financial Services, Inc., 222 W. Adams, Ste. 2000, Chicago, IL 60606.

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