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EXHIBIT 10(b)
THIRD AMENDMENT
TO
HUFFY CORPORATION
SUPPLEMENTAL/EXCESS BENEFIT PLAN
WHEREAS, Huffy Corporation (the "Sponsor") maintains the Huffy Corporation
Supplemental/Excess Benefit Plan (the "Plan"), effective January 1, 1988, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor adopts the following amendments to the Plan
effective March 1, 1990:
1. Section 1.3 is amended in its entirety to read as follows:
1.3 "Compensation Limitation" means the dollar limitation on
compensation (adjusted to reflect increases in the cost of living
announced by the Internal Revenue Service) imposed under Code
Section 401(a)(17).
2. Section 1.7 is amended in its entirety to read as follows:
1.7 "Participant" means (a) an employee of any of the entities
listed in Exhibit A to the Plan who, on or after March 1, 1990,
serves (or served) in one of the positions designated in Exhibit A
to the Plan, or (b) an individual otherwise designated on Exhibit A
to the Plan as such Exhibit was in effect on February 28, 1990.
3. Section 1.10 is amended in its entirety to read as follows:
1.10 "Retirement Plan" means the Huffy Salaried Employees'
Retirement Plan, the Huffy Service First, Inc. Retirement Plan, the
True Temper Hardware Company Salaried Employees' Retirement Plan,
and the W.I.S. Retirement Plan.
4. Article I is amended by adding the following sentence at the end of the
existing test:
Capitalized terms that are not otherwise defined in this
Article I or other provisions of this Plan but which are defined in
the Retirement Plan shall have the meanings ascribed to those terms
in the Retirement Plan.
5. Article III is amended in its entirety to read as follows:
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AMOUNT OF SUPPLEMENTAL/EXCESS BENEFIT
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ARTICLE III
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A Participant's Supplemental/Excess Benefit will equal (i) $2,500
per year, plus the Accrued Retirement Pension he would have earned under
the Retirement Plan but for the Amended Benefit Formula, Compensation
Limitation and ERISA Limitation; reduced (but not below 0) by (ii) the
Accrued Retirement Pension he has earned under the Retirement Plan. The
Accrued Retirement Pension attributable to any period of time during which
a Participant failed to accrue benefits under the Retirement Plan because
the Participant's employing unit did not sponsor or participate in the
Retirement Plan will be calculated in accordance with Exhibit B; the
reduction described in clause "(ii)" of the preceding sentence will apply
only to the extent a Participant has actually participated in the
Retirement Plan.
For purposes of determining benefits under this Article III, a
Participant's Accrued Retirement Pension and Supplemental/Excess Benefit
will be calculated as if they will be paid in the normal form of benefit
(as defined in the Retirement Plan). If a Participant's benefit under the
Retirement Plan is reduced to reflect distributions made before his Normal
Retirement Date or in a form other than the normal form of benefit, his
Supplemental/Excess Benefit also will be reduced in the same manner using
the same actuarial assumptions, tables and factors as those used in the
Retirement Plan. However, if a Participant Severs from Service within two
Years following a Change of Control and begins to receive his
Supplemental/Excess Benefit on or after attaining age 58, his
Supplemental/Excess Benefit will not be reduced to reflect distributions
made before his Normal Retirement Date but will be reduced to reflect
distributions in a form other than the normal form of benefit. Any
reductions in a Participant's actual Accrued Retirement Pension as a result
of a Qualified Domestic Relations Order will be disregarded when
calculating his Supplemental/Excess Benefit.
6. Exhibit B is amended by adding the following at the end of the
existing text:
If or to the extent any of the foregoing terms is also defined
in the Retirement Plan and the term, as defined in the Retirement
Plan, differs from the term as described above, then the definition
contained in the Retirement Plan shall be substituted for the
definition set forth above.
7. Exhibit A is amended in its entirety to read as follows:
Any individual who serves as (i) an Officer of Huffy
Corporation or (ii), a President and General Manager of a Huffy
Corporation operating division or subsidiary.
IN WITNESS WHEREOF, the Sponsor has caused this instrument to be executed this
27th day of June, 1994.
HUFFY CORPORATION
BY /s/ Nancy A. Michaud
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Nancy A. Michaud Vice
President - General Counsel
and Secretary