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                                                                    Exhibit 10.Z


                    AMENDMENT NO. 2 TO THE HUFFY CORPORATION
                         MASTER BENEFIT TRUST AGREEMENT


         WHEREAS, Huffy Corporation (the "Company"), as grantor, has established
the Huffy Corporation Master Benefit Trust Agreement (the "Trust"), as amended
and restated effective June 9, 1995; and

         WHEREAS, Bank One Trust Company, N.A., (the "Trustee") has agreed to
serve as trustee of the Trust; and

         WHEREAS, Section 13.2 of the Trust permits amendment of the Trust
Agreement in certain circumstances;

         NOW, THEREFORE, the Trust Agreement shall be amended as follows:

I.       Article III of the Trust shall be amended in its entirety to read as
         follows:

                                   ARTICLE III
                                   -----------
                  PAYMENTS TO EXECUTIVES PURSUANT TO THE PLANS
                  --------------------------------------------

         3.1  USE OF SUB-TRUSTS AND ACCOUNTS. The Trustee shall, except as
         otherwise provided in Section 6.2 of the Trust, use the funds in the
         Sub-trust of a Participating Employer to make the payments required to
         be made to Executives and SERP Executives (hereinafter defined) of such
         Participating Employer pursuant to the Supplemental/Excess Benefit
         Plan, as amended ("SERP"), or pursuant to the Plans upon a Change of
         Control in accordance with the Payment Schedules delivered to the
         Trustee by such Participating Employer pursuant to Sections 4.1 and
         4.2. SERP Executives for purposes of payment under the SERP are defined
         on Schedule C, attached hereto ("SERP Executives"). Payments to the
         Trust and Sub-trusts for SERP Executives shall be those payments
         contemplated to be made to the SERP Executives annually in accordance
         with the SERP. Within each Sub-trust, the Trustee shall, to the extent
         instructed by a Participating Employer, pursuant to Section 5.2,
         establish Account(s) or, upon request of the Company, separate trusts,
         within a Sub-trust for a particular Executive or SERP Executive or
         class of Executives or SERP Executives. Each Participating Employer
         shall continue to be liable to make payments to Executives and SERP
         Executives to the extent such payments have not been made out of the
         Sub-trust of such Participating Employer. Any payment made from a
         Sub-trust to an Executive or SERP Executive shall, to the extent of
         such payment, be applied to reduce the Participating Employer's
         obligation to the Executive or SERP Executive under the Plans or SERP,
         as the case may be, in respect of which the payment was made.

         3.2  RESTRICTIONS ON SUB-TRUSTS. In no event shall the funds held in
         the Sub-trust of one Participating Employer be used to pay the
         obligations of another Participating Employer. In no event shall the
         funds held in a Sub-trust or Account or separate trust within such
         Sub-trust established for a particular Executive or SERP Executive or
         class of Executives or SERP Executives under Section 5.2 be used to
         pay the obligations of a Participating Employer with respect to any
         other Executive or SERP

                                                         

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         Executive or class of Executives or SERP Executives. Although the
         assets of the Sub-trusts are subject to the creditors of the Company,
         the assets are otherwise not to be returned to the Company.
         Notwithstanding the foregoing provision of this Section 3.2, in the
         event that the funds held in an Account or a Sub-trust exceed the
         obligations of a Participating Employer pursuant to the SERP or to the
         Plans, with respect to the Executive or SERP Executive or class of
         Executives or SERP Executives for whom the Account or Sub-trust was
         established, funds may be transferred within such Sub-trusts from such
         Accounts or separate trusts to another Account or separate trust or, if
         all Accounts or separate trusts are funded such as to equal or exceed
         the obligations of Participating Employers, then the funds in excess of
         the obligations may be returned to the Participating Employer, all as
         directed by the Corporate Benefits Advisory Committee, SO LONG AS no
         Potential Change of Control has occurred, or if a Potential Change of
         Control has occurred, then in accordance with Section 5.4.

II.      Section 4.1 of the Trust shall be amended by adding the following
         language at the end of the Section:

                  "Upon the occurrence of supplemental funding of the Trust
         under Section 5.2(b) by a Participating Employer, the Participating
         Employer shall deliver to the Trustee the schedule of SERP Executives
         and other information as reasonably needed by the Trustee pertaining to
         the SERP described in this Section 4.1; provided, however, that the
         delivery of Payment Schedules for all Plans shall occur upon the
         occurrence of a Potential Change of Control, as described above."

III.     Section 5.2 of the Trust shall be amended and restated in its entirety
         to read as follows:

         5.2      INITIAL FUNDING OF TRUST.

                  (a)      Concurrently with the execution of this Trust, the
                           Company is delivering to the Trustee the sum of Ten
                           Dollars to be held in the Sub-trust established
                           hereunder by the Company and known as the "Huffy
                           Corporation Sub-trust." The Sub-trust of a Subsidiary
                           shall be initially established hereunder at the time
                           the Subsidiary delivers an executed copy of its
                           Adoption Agreement to the Trustee indicating that
                           such Subsidiary has become a Participating Employer
                           hereunder.

                  (b)      The Company or any Subsidiary which has become a
                           Participating Employer hereunder may from time to
                           time contribute to the Trust such additional amounts
                           as it determines in its discretion. The Company or
                           such Subsidiary may instruct the Trustee to create
                           an Account or Accounts or separate trusts within the
                           Participating Employer's Sub-trust and shall
                           designate the Executives or class of Executives to
                           whom such funding and Account(s) shall apply. Any
                           amount contributed by a Participating Employer shall
                           be allocated to the Sub-trust maintained for the
                           Participating Employer. Any such



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                           amount contributed by a Participating Employer which
                           has been designated as applicable to a particular
                           Executive or SERP Executive or class of Executives or
                           SERP Executives shall be deemed to be held in a
                           separate Account within the Participating Employer's
                           Sub-trust for the benefit of such Executives or SERP
                           Executives or class of Executives or SERP Executives.
                           Such Account shall be held pursuant to the terms of
                           this Agreement generally applicable to a Sub-trust.
                           Subject to the provisions of Section 3.2 and subject
                           to the rights of the general creditors of a
                           Participating Employer as described in Article VI of
                           this Agreement, which apply in the event that a
                           Participating Employer establishing the Account
                           becomes Insolvent, the assets of the Account shall be
                           held for the exclusive benefit of the Executives or
                           SERP Executives or class of Executives or SERP
                           Executives for whom it has been established.

                  (c)      Upon the occurrence of a Potential Change of
                           Control, each Participating Employer shall promptly
                           contribute to the Trust, in cash or other property,
                           the excess of (i) the amount determined under
                           accepted actuarial principles to be necessary to
                           fund the amounts payable to the Executives and SERP
                           Executives of the Participating Employer under the
                           Plans and the SERP, respectively, in accordance with
                           such plans' terms and the Payment Schedules for the
                           Executives and SERP Executives delivered to the
                           Trustee pursuant to Section 4.1 and 4.2, over (ii)
                           the balance in the Account or Accounts within the
                           Sub-trust (or Sub-trusts) maintained for Executives
                           and SERP Executives employed by that Participating
                           Employer.

IV.      Section 5.3 of the Trust shall be amended by deleting the words "the
         last sentence of" from the second and third lines of such Section.

V.       Section 5.4 of the Trust shall be amended by changing each reference to
         "Section 5.2" to read "Section 5.2(c)" and by adding the following
         sentence at the end of Section 5.4: "Notwithstanding the foregoing, the
         SERP funds may only be returned to the Participating Employer in
         accordance with Section 3.2."

VI.      Section 14.6 of the Trust shall be amended in its entirety to read as
         follows:

                  "14.6 TRUST BENEFICIARIES. Each Executive is an intended
         beneficiary under the Sub-trust and the Account or separate Account, if
         any, established for his benefit by his Participating Employer, and
         shall be entitled to enforce all applicable terms and provisions hereof
         with the same force and effect as if such person had been a party
         hereto."

VII.     Schedule B shall be amended to include the following plan: Deferred
         Compensation Plan II, effective January 1, 1996.


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VIII.    Except as set forth in this Amendment, the Trust shall remain unchanged
         and in full force and effect. This Amendment supersedes and replaces
         Amendments dated June 9, 1995 and November 21, 1997.


         Executed as of this 2nd day of January, 1998.


HUFFY CORPORATION                               BANK ONE TRUST COMPANY, N.A.


By: /s/ Nancy A. Michaud                        By: /s/ Louis W. Feldmann, III
   ---------------------------                     -----------------------------
                                                     LOUIS W. FELDMANN, III
Title: Vice President                           Title:    Vice President
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