Amend To Key Employee Stock Plan

EXHIBIT 10.f


FIFTH AMENDMENT TO HUFFY CORPORATION
1998 KEY EMPLOYEE NON-QUALIFIED STOCK PLAN


This Fifth Amendment is made and effective as of April 24, 2003 to the 1998 Key Employee Non-Qualified Stock Plan (the "Plan"), under the following circumstances:


A. Huffy Corporation (the "Company") desires to amend the Plan and such
amendment was approved and adopted by the Board of Directors of the
Company on April 24, 2003.


NOW, THEREFORE, the Plan shall be amended as follows:


1. Definitions. All capitalized terms herein, unless otherwise
specifically defined in this Amendment, shall have the meanings given
to them in the Plan.


2. Amendment to Section 10(a). Section 10(a) of the Plan is hereby amended
in its entirety to read as set forth below:


`(a) To the extent not inconsistent with the provisions of
this Plan, the Committee shall fix the terms and provisions
and restrictions of options and stock appreciation rights,
including the number of shares of Common Stock to be subject
to each option, the dates on which options may be fully or
partially exercised, the minimum period (if any) during which
the same must be held until exercisable and the expiration
dates thereof. Notwithstanding the pr ...