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                                                                    Exhibit 10.e

September 9, 1997



                                                         PERSONAL & CONFIDENTIAL
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Dear _________:

The Board of Directors considers you a key officer of Huffy Corporation (the
"Company"), and needs your best efforts, skills and dedication in the event of a
threat of a major change in the control of the Company to assure that the best
interests of all shareholders are protected, as determined by the Board of
Directors. The Board of Directors recognizes that the course of action which it
decides upon and which you will be responsible to implement may be contrary to
your own personal interests and needs. In order to assure the availability of
your best efforts, skills and dedication which would be required in such
difficult circumstances to obtain the most beneficial outcome for the
shareholders, the Company is willing to provide you with income protection in
the event of termination of your employment following a change in control of the
Company. Specifically, the Company shall be bound, in consideration of your
continued services, as follows:

         1.       Upon the occurrence of any of the three events (herein called
                  "Trigger Events") set out in Section 3 below, the Company
                  shall immediately compute the amount of Severance Payment, as
                  defined in Section 2 below, and the Company shall immediately:

                  (a)      acquire and deliver to you a non-assignable
                           irrevocable letter of credit in an amount equal to
                           the Severance Payment naming you as a beneficiary
                           ("Letter of Credit"). The Letter of Credit shall be
                           issued by a major commercial bank (e.g., Bank One,
                           NA), and shall be redeemable by you upon the terms
                           described herein for a period of two (2) years
                           following the occurrence of any of the events
                           described in Section 4(a). If needed, the Company
                           shall renew the Letter of Credit from time to time so
                           that you always have a current Letter of Credit.

                  (b)      If the Company is unable to cause the Letter of
                           Credit to be promptly issued, the Company shall
                           immediately pay to an escrow account at Bank One, NA
                           (the "Escrow Agent") an amount equal to the Severance
                           Payment.


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September 9, 1997
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         2.       As used herein, Severance Payment shall mean an amount equal
                  to the sum of the following:

                  (a)      three times your then current annual rate of salary,
                           plus

                  (b)      three times the Profit Sharing Bonus Plan award for
                           which you are eligible based on your salary at the
                           time the Severance Payment is computed, payable at
                           the target level; plus

                  (c)      three times the Long Term Incentive Plan award for
                           which you are eligible, payable at the target level
                           calculated on your salary at the time the Severance
                           Payment is computed, with all remaining years of the
                           cycles under the Long Term Incentive Plan to be
                           calculated on a pro-rata basis; plus

                  (d)      unless an agreement has been entered into between you
                           and the Company whereby the Company agrees to
                           continue providing your then current benefits and
                           perquisites for a period of three (3) years following
                           severance of your employment, an amount equal to two
                           (2) times the Company's cost of providing three (3)
                           years of your then current benefits and perquisites
                           including, without limitation, life insurance,
                           executive and regular medical benefits, long term
                           disability insurance, deferred compensation, usage of
                           Company-owned or leased automobile (or an auto
                           allowance in lieu thereof), etc.; plus

                  (e)      In the event that you become entitled to the
                           Severance Payment or any other benefits or payments
                           under this Letter Agreement or by reason of the
                           accelerated vesting of stock options under any of the
                           Company's stock option plans or other deferred
                           compensation plans, but specifically excluding
                           voluntary deferred compensation plans, hereinafter
                           defined as "Total Benefits", and in the event that
                           any of the Total Benefits will be subject to any
                           excise tax imposed under Section 4999 of the Internal
                           Revenue Code of 1986, as amended from time to time or
                           any successor law, rule or regulation ("Excise Tax"),
                           the Company shall pay you an additional amount, in
                           addition to the Total Benefits, equal to the amount
                           of the Excise Tax imposed upon the Total Benefits.

         3.       The three Trigger Events are as follows:

                  (a)      Common Stock of the Company has been acquired other
                           than directly from the Company in exchange for cash
                           or property by any person who thereby becomes the
                           owner of more than 20% of the Company's outstanding
                           shares of Common Stock;


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                  (b)      Any person has made a tender offer for, or a request
                           for invitations for tenders of, shares of Common
                           Stock of the Company; or

                  (c)      Any person forwards or causes to be forwarded to
                           shareholders of the Company proxy statement(s) in any
                           period of twenty-four (24) consecutive months,
                           soliciting proxies to elect to the Board of Directors
                           of the Company two or more candidates who were not
                           nominated as candidates in a proxy statement
                           forwarded to shareholders during such period by the
                           Board of Directors of the Company.

         4.       If, after any Trigger Event occurs, your employment by the
                  Company terminates, voluntarily or involuntarily, for any
                  reason other than disability, retirement on or after the date
                  you reach normal retirement age, or death, upon your written
                  demand, you shall have the right to receive the Severance
                  Payment, subject to the conditions precedent described in
                  Section 4(a).

                  (a)      Your right to demand such payment will arise only
                           when any one of the following events has occurred:

                           (i)      Any person shall acquire other than directly
                                    from the Company in exchange for cash or
                                    property in excess of thirty percent (30%)
                                    of the Company's outstanding shares of
                                    Common Stock; or

                           (ii)     There shall be a merger, consolidation or
                                    other combination of the Company with one or
                                    more other corporations as a result of which
                                    more than forty-nine percent (49%) of the
                                    voting stock of the merged, consolidated or
                                    combined corporation is held by former
                                    shareholders of the corporations (other than
                                    the Company) which are parties to such
                                    merger, consolidation or other combination;
                                    or

                           (iii)    Two or more persons, who were not nominated
                                    as candidates for the Board of Directors of
                                    the Company in proxy statements forwarded to
                                    shareholders during any period of
                                    twenty-four (24) consecutive months on
                                    behalf of the Board of Directors of the
                                    Company, are elected to the Board of
                                    Directors of the Company by the shareholders
                                    of the Company voting in person or by proxy,
                                    and such persons so elected are nominated as
                                    candidates for the Board of Directors in
                                    proxy statements forwarded, or caused to be
                                    forwarded, to the shareholders of the
                                    Company during such period by any person
                                    other than the Board of Directors of the
                                    Company.


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                  (b)      If your employment is terminated, voluntarily or
                           involuntarily, for any reason after the occurrence of
                           an event enumerated in Section 3(a), (b) or (c)
                           above, but prior to the occurrence of an event
                           enumerated in Section 4(a), you shall forfeit your
                           right to any Severance Payment under this Agreement.

                  (c)      The Severance Payment will be paid to you immediately
                           in one lump sum, either by your drawing upon the
                           Letter of Credit or by payment to you by the Escrow
                           Agent, as appropriate.

                  (d)      Your right to make a demand hereunder shall terminate
                           upon the expiration or termination of two (2) years
                           from the date of the last of any of the events
                           described in Section 4(a), unless you have become
                           entitled to make and in fact have made, a demand
                           within that time period.

                  (e)      The Severance Payment shall be recomputed as of the
                           time of the payment set forth in Section 4(c) and if
                           the recomputed amount is larger, the Company shall
                           immediately pay you the amount by which the
                           recomputed severance Payment exceeds the Severance
                           Payment paid in escrow or secured by the Letter of
                           Credit.

         5.       The Company may terminate the Letter of Credit or may withdraw
                  the amount so deposited with the Escrow Agent pursuant to
                  Section 1 when and only when (a) two (2) years have expired
                  from the date of the last of any of the events described in
                  Section 4(a) and no proper demand has been made during that
                  time or (b) five (5) years have expired after the most recent
                  event of the kind described in Section 3(a), (b) or (c) above
                  and no event described in Section 4(a) has occurred or if it
                  did occur, no proper demand has been made during that time, or
                  (c) your right to a payment under this Agreement has been
                  forfeited by you, whichever occurs first. If, before the
                  expiration of such period, there shall occur another event of
                  the kind described in Section 3(a), (b) or (c) above, the
                  Company will not be required to make an additional deposit.

         6.       The Company agrees to pay the charges of the Letter of Credit
                  and of the Escrow Agent for its services under this Agreement,
                  and the Company will be entitled to any interest or other
                  income arising from the amount so deposited by it.

         7.       The Letter of Credit will be subject to the issuing bank's
                  usual rules and procedures relating to letter of credit and
                  the Company will indemnify such bank against any loss or
                  liability for any action taken by it in good faith in
                  connection with the Letter of Credit.


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         8.       The escrow arrangement will be subject to the Escrow Agent's
                  usual rules and procedures relating thereto, and the Company
                  will indemnify the Escrow Agent against any loss or liability
                  for any action taken by it in good faith in such capacity.

         9.       Nothing herein shall be deemed to prohibit either you or the
                  Company from terminating your employment at any time.

         10.      As used in this Agreement, "person" shall be deemed to have
                  the same meaning as when used in Section 13 of the Securities
                  Exchange Act of 1934. As used in this Agreement, "Company"
                  refers not only to Huffy Corporation but also to its
                  successors by merger or otherwise.

         11.      (a)      You shall not be required to mitigate the amount
                           of any Severance Payment paid to you by seeking other
                           employment or otherwise, nor shall the amount of any
                           Severance Payment be reduced by any compensation
                           earned by you as the result of employment by another
                           employer, by retirement benefits, by offset against
                           any amount claimed to be owed by you to the Company,
                           or otherwise.

                  (b)      The Company will require any successor (whether
                           direct or indirect, by purchase, merger, share
                           exchange, consolidation or otherwise) to all or
                           substantially all of the business and/or assets of
                           the Company to assume expressly and to agree to
                           perform this Agreement in the same manner and to the
                           same extent that the Company would be required to
                           perform it if no such successor had taken place.
                           Failure of the Company to obtain such assumption and
                           agreement prior to the effectiveness of any such
                           succession shall be a breach of this Agreement and
                           shall entitle you to a Severance Payment from the
                           Company in the same amount and on the same terms as
                           you would be entitled to hereunder after the
                           occurrence of any Trigger Event and one of the events
                           enumerated in Section 4(a) of this Agreement.

                  (c)      After you have the right to receive the Severance
                           Payment, as provided for in Section 4 above, the
                           Company shall also pay to you, within thirty (30)
                           days after incurred by you, an amount equal to all
                           legal fees and expenses incurred by you as a result
                           of contesting or disputing your voluntary or
                           involuntary termination or in seeking to obtain or
                           enforce any right or benefit provided by this
                           Agreement or in connection with any tax audit or
                           proceeding to the extent attributable to the
                           application of section 4999 of the Internal Revenue
                           Code of 1986, as amended from time to time, to any
                           payment or benefit provided hereunder.



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                  (d)      Upon the occurrence of any event enumerated in
                           Section 4(a) of this Agreement, for the purpose of
                           determining the Supplemental/Excess Benefit payable
                           to you under the Company's Supplemental/Excess
                           Benefit Plan (the "SERP"), (i) your Credited Service
                           (as defined for purposes of the SERP) will be deemed
                           to have been increased by 36 months, and (ii) your
                           Supplemental/Excess Benefit will be fully vested and
                           nonforfeitable.

         12.      This Agreement cancels and supersedes, as of the date hereof,
                  the prior agreement between you and the Company, dated
                  February 12, 1994, as amended by letter dated September 9,
                  1997.

Please indicate your acceptance of this Agreement by signing one copy of this
letter in the space provided below and returning it to me. The other copy is for
your files.

Sincerely,

Huffy Corporation

By
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     Richard L. Molen
     Chairman of the Board and
     Chief Executive Officer

AGREED TO AND ACCEPTED this 9th
day of September, 1997.


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