EXHIBIT 10.d

                      FIRST AMENDMENT TO HUFFY CORPORATION
                       1998 DIRECTOR STOCK INCENTIVE PLAN

This First Amendment is made and effective as of April 24, 2003, to the 1998
Director Stock Incentive Plan (the "Plan"), under the following circumstances:

The Company desires to amend the Plan and such amendment was approved and
adopted by the Board of Directors of the Company on February 11, 2003 and by
Shareholders 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. Section 4(a) of the Plan is hereby amended in its entirety
         to read as set forth below:

                  "(a)     The total number of shares of the Company's Common
                           Stock, $1.00 par value ("Common Stock"), which may be
                           issued in the aggregate under this Plan, the 1998 Key
                           Employee Stock Plan and the 1998 Restricted Share
                           Plan shall not exceed 1,856,714 shares subject,
                           however, to adjustments required under the provisions
                           of Section 15 hereof."

3.       Effective Date and Affirmation. This Amendment shall be effective as of
         April 24, 2003. Except as amended hereby, the Plan remains unchanged
         and in full force and effect.

IN WITNESS WHEREOF, this First Amendment has been executed as of April 25, 2003.


                                        HUFFY CORPORATION


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