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                                                                    EXHIBIT 10.b

                      SECOND AMENDMENT TO HUFFY CORPORATION
                           1998 RESTRICTED SHARE PLAN

WHEREAS, pursuant to Section 8 of the Huffy Corporation 1998 Restricted Share
Plan (the "Plan"), the Board of Directors of Huffy Corporation (the "Company")
retained the authority to amend the Plan; and

WHEREAS, approval for such amendment was adopted by the Compensation Committee
of the Company on February 10, 2003, and by the Board of Directors of the
Company on February 11, 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. Section 6.11 is hereby added to the Plan to read as set
         forth below:

                  6.11 Grant of Cash Payment in Lieu of Restricted Shares.
                  Notwithstanding any contrary provision of the Plan, the
                  Committee may, in its discretion, award a cash benefit to a
                  Recipient in lieu of all or a part of any grant of Restricted
                  Shares which would otherwise be provided to the Recipient
                  under Section 6.1. Any such cash benefit shall be fully vested
                  at the time that such Recipient has a fully vested accrued
                  benefit under the Huffy Corporation Retirement Plan. Any such
                  cash benefit which is vested shall be payable to the
                  Recipient, less any applicable withholding taxes, at the same
                  time at which Restricted Shares would otherwise have been
                  granted to the Recipient pursuant to the terms of the Plan.
                  The offset benefit shall be computed in a comparable manner to
                  that for a grant of Restricted Shares. The payment of any such
                  cash benefit which has not become vested shall be deferred
                  until the Recipient has earned a fully vested accrued benefit
                  under the Huffy Corporation Retirement Plan. Such deferred
                  cash benefit shall not be credited with interest or investment
                  earnings during the period of the deferral, and shall
                  constitute an unfunded and unsecured claim by the Recipient
                  against the general assets of the Sponsor.

3.       Effective Date and Affirmation. This Amendment shall be effective as of
         April 1, 2003. Except as amended hereby, the Plan remains unchanged and
         in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed as of March 31, 2003.

                                        HUFFY CORPORATION

                                        By:  /s/ Nancy A. Michaud
                                             ------------------------------
                                             Nancy A. Michaud
                                             Vice President - General
                                             Counsel and Secretary