10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-14982

HUTTIG BUILDING PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	43-0334550
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

555 Maryville University Drive

Suite 240

St. Louis, Missouri 63141

(Address of principal executive offices, including zip code)

(314) 216-2600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)	(Name of each exchange on which registered)
Common Stock, par value $.01 per share	New York Stock Exchange
Preferred Share Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of the last business day of the quarter ended June 30, 2004 was approximately $100,725,827. For purposes of this calculation only, the registrant has excluded stock beneficially owned by the registrant’s directors and officers and by The Rugby Group Limited. By doing so, the registrant does not admit that such persons are affiliates within the meaning of Rule 405 of the Securities Act of 1933 or for any other purposes.

The number of shares of Common Stock outstanding on February 28, 2005 was 19,655,701 shares.

Documents incorporated by reference and the part of this Form 10-K into which the documents are incorporated:

Portions of the Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders - Part III

Explanatory Note

Huttig Building Products, Inc. is filing this Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was originally filed on March 14, 2005, solely for the purpose of (i) correcting typographical errors on the cover page, (ii) filing Exhibits 4.8, 10.28, 10.35, 10.36 and 10.37, which were inadvertently omitted from the original filing or a prior filing and, (iii) correcting several typographical errors in the Exhibit Index.

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PART IV

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2004 and 2003

Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2004, 2003 and 2002

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002

Notes to Consolidated Financial Statements

2. Exhibits:

2.1	Distribution Agreement dated December 6, 1999 between Crane Co. and the company. (Incorporated by reference to Exhibit No. 2.1 of Amendment No. 4 to the company’s Registration Statement on Form 10 (File No. 1-14982) filed with the Commission on December 6, 1999 (the “Form 10”).)
2.2	Share Exchange Agreement dated October 19, 1999 among The Rugby Group p.l.c., Crane Co. and the company. (Incorporated by reference to Exhibit No. 2.2 to Amendment No. 1 to the Form 10 filed with the Commission on October 29, 1999.)
3.1	Restated Certificate of Incorporation of the company. (Incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on September 21, 1999.)
3.2	Bylaws of the company as amended as of July 22, 2002. (Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the “June 30, 2002 Form 10-Q”.)
4.1	Rights Agreement dated December 6, 1999 between the company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. (Incorporated by reference to Exhibit 4.1 to the company’s Annual Report on Form 10-K for the year ended December 31, 1999 (the “1999 Form 10-K”).)
4.2	Amendment No. 1 to Rights Agreement between the company and ChaseMellon Shareholders Services, L.L.C. (Incorporated by reference to Exhibit 4.4 to the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 .)
4.3	Credit Agreement dated August 12, 2002 by and among the company, certain of its domestic subsidiaries, JPMorgan Chase Bank as agent, and the lending institutions named therein. (Incorporated by reference to Exhibit 4.1 to the June 30, 2002 Form 10-Q.)
4.4	Certificate of Designations of Series A Junior Participating Preferred Stock of the company. (Incorporated by reference to Exhibit 4.6 to the 1999 Form 10-K .)
4.5	First Amendment to Credit Agreement, dated as of May 30, 2003, by and among the company, certain of its domestic subsidiaries, JPMorgan Chase Bank as agent, and the lending institutions named therein (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.)
4.6	Second Amendment to Credit Agreement, dated as of February 13, 2004, by and among the company, certain of its domestic subsidiaries, JPMorgan Chase Bank as agent, and the lending institutions named therein (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2004.)
4.7	Credit Agreement, dated September 24, 2004, by and among the Company, certain of its domestic subsidiaries, LaSalle National Bank Association, as agent, and the lending institutions named therein. (Incorporated by reference to Exhibit 4.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.)
4.8	First Amendment to Credit Agreement, dated December 3, 2004, by and among the Company, certain of its domestic subsidiaries, LaSalle National Bank Association, as agent, and the lending institutions named therein.
10.1	Tax Allocation Agreement by and between Crane and the company dated December 16, 1999. (Incorporated by reference to Exhibit 10.1 to the 1999 Form 10-K.)
10.2	Employee Matters Agreement between Crane and the company dated December 16, 1999. (Incorporated by reference to Exhibit 10.2 to the 1999 Form 10-K.)
*10.3	Non-Employee Director Restricted Stock Plan. (Incorporated by reference to Exhibit 10.4 to Amendment No. 4 to the Form 10 filed with the Commission on December 6, 1999.)
*10.4	1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.5 to Amendment No. 4 to the Form 10 filed with the Commission on December 6, 1999.)
*10.5	Form of Stock Option Agreement under the company’s 1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.6 to the 1999 Form 10-K.)
*10.6	Schedule to Stock Option Agreement under the company’s 1999 Stock Incentive Plan.

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	(Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Commission on March 14, 2005 (the “2004 Form 10-K”.)
*10.7	Amended and Restated 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.).
*10.8	Form of Stock Option Agreement under the company’s 2001 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.10 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the “2001 Form 10-K”).)
*10.9	Schedule to Stock Option Agreements under the company’s 2001 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.9 to the 2004 Form 10-K.)
*10.10	Form of Indemnification Agreement for Executive Officers and Directors. (Incorporated by reference to Exhibit 10.9 to the 1999 Form 10-K.)
*10.11	Schedule to Indemnification Agreement for Executive Officers and Directors. (Incorporated by reference to Exhibit 10.10 to the company’s Annual Report on Form 10-K for the year ended December 31, 2000 .)
*10.12	Resignation Agreement between the Company and Barry J. Kulpa dated March 5, 2003. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2003.)
10.13	Registration Rights Agreement by and between The Rugby Group PLC and the company dated December 16, 1999. (Incorporated by reference to Exhibit 10.14 to the 1999 Form 10-K.)
10.14	Letter Agreement dated August 20, 2001 between the company and The Rugby Group Limited. (Incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated August 29, 2001).
*10.16	Form of Restricted Stock Agreement for awards under the company’s 1999 Stock Incentive Plan.(Incorporated by reference to Exhibit 10.25 to the 2001 Form 10-K)
*10.17	Schedule to Restricted Stock Agreement for awards under the company’s 1999 Stock Incentive Plan. (Incorporated by reference to Exhibit 10.26 to the 2001 10-K filed with the Commission on March 14, 2002)
*10.18	Non-Competition and Confidentiality Agreement dated March 31, 2002 between the company and Barry J. Kulpa. (Incorporated by reference to Exhibit 10.30 to the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”))
*10.19	Form of Change of Control Agreement dated November 19, 2002 between the company and each of Thomas S. McHugh, John M. Mullin and Nick H. Varsam. (Incorporated by reference to Exhibit 10.31 to the 2002 Form 10-K)
*10.20	Executive Employment Contract dated May 1, 2003, between the Company and Michael A. Lupo (Incorporated by reference to Exhibit 10.5 to the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003)
10.21	Asset Purchase and Sale Agreement, dated July 29, 2004, between the Company and Woodgrain Millwork, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004 (the “June 30, 2004 Form 10-Q”)
10.22	Master Supply Agreement, dated August 2, 2004, between the Company and Woodgrain Millwork, Inc. (Incorporated by reference to Exhibit 10.2 to the June 30, 2004 Form 10-Q)
10.23	Asset Purchase and Sale Agreement, dated August 30, 2004, between the Company and McCray Lumber Company (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed with the Commission on September 2, 2004).
*10.24	Form of Change of Control Agreement, dated July 27, 2004, between the Company and each of Richard A. Baltz and Hank J. Krey (Incorporated by reference to Exhibit 10.31 to the 2002 Form 10-K)
10.25	Sales Agreement dated November 5, 2004, between the Company and Builder Resource Corporation (Incorporated by reference to Exhibit 10.25 to the 2004 Form 10-K)
10.26	Asset Purchase and Sale Agreement, dated January 11, 2005, between Huttig Texas Limited Partnership, a subsidiary of the Company and Texas Wholesale Building Materials, Ltd. (Incorporated by reference to Exhibit 10.26 to the 2004 Form 10-K)
10.27	Asset Purchase and Sale Agreement, dated January 11, 2005, between the Company and Hendricks Companies, Inc. (Incorporated by reference to Exhibit 10.27 to the 2004 Form 10-K)
10.28	Settlement Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. And Rugby IPD Corp.
10.29	Joint Defense Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. And Rugby IPD Corp (Incorporated by reference to Exhibit 10.29 to the 2004 Form 10-K) +
*10.30	Separation Agreement dated February 4, 2005, between the Company and Nick H. Varsam (Incorporated by reference to Exhibit 10.30 to the 2004 Form 10-K)
*10.31	Form of Employment/Severance Agreement between the Company and Carl A. Lillequist dated December 22, 2000 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004)

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*10.32	First Amendment to Executive Employment Agreement between the Company and Michael A. Lupo dated January 27, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004)
*10.33	Second Amendment to Executive Employment Agreement between the Company and Michael A. Lupo dated March 1, 2005 (Incorporated by reference to Exhibit 10.33 to the 2004 Form 10-K)
*10.34	Form of Change of Control Agreement dated March 1, 2005, between the Company and Michael A. Lupo (Incorporated by reference to Exhibit 10.34 to the 2004 Form 10-K)
*10.35	Amendment No. 1 to 1999 Stock Incentive Plan
*10.36	Amendment No. 1 to Amended and Restated 2001 Stock Incentive Plan
*10.37	Form of Restricted Stock Agreement under the Company’s Amended and Restated 2001 Stock Incentive Plan
16.1	Letter of Deloitte & Touche LLP regarding change in certifying accountants (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on March 29, 2004).
21.1	Subsidiaries (Incorporated by reference to Exhibit 21.1 to the 2004 Form 10-K).
23.1	Consent of KPMG LLP, independent registered public accounting firm (Incorporated by reference to Exhibit 23.1 to the 2004 Form 10-K).
23.2	Consent of Deloitte & Touche LLP, independent registered public accounting firm (Incorporated by reference to Exhibit 23.2 to the 2004 Form 10-K).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement.

+ Certain portions of this Exhibit have been omitted based upon a request for confidential treatment filed by the Company with the Secretary of the Securities and Exchange Commission. The omitted portions have been separately filed with the Secretary of the Securities and Exchange Commission

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HUTTIG BUILDING PRODUCTS, INC.

By:

/s/ David L. Fleisher

David L. Fleisher

Vice President – Finance and Secretary

(Principal Accounting Officer)

Date: August 8, 2005

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EXHIBIT INDEX

The following exhibits are filed as part of this report:

4.8	First Amendment to Credit Agreement, dated December 3, 2004, by and among the Company, certain of its domestic subsidiaries, LaSalle National Bank Association, as agent, and the lending institutions named therein.
10.28	Settlement Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. And Rugby IPD Corp.
10.35	Amendment No. 1 to 1999 Stock Incentive Plan
10.36	Amendment No. 1 to Amended and Restated 2001 Stock Incentive Plan
10.37	Form of Restricted Stock Agreement under the Company’s Amended and Restated 2001 Stock Incentive Plan
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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EX-4.8

Exhibit 4.8

FIRST AMENDMENT

to

CREDIT AGREEMENT

This FIRST AMENDMENT to CREDIT AGREEMENT (this “Amendment”) is entered into and effective as of December 3, 2004, by and among Huttig Building Products, Inc., a Delaware corporation (the “Company”), LaSalle Bank National Association (“LaSalle”), as Administrative Agent, and LaSalle and the other lenders listed on the signature page hereto (the “Lenders”).

Recitals:

A. The Company, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of September 24, 2004 (the “Loan Agreement”).

B. The Company, Administrative Agent, and the Required Lenders have agreed to amend the Loan Agreement on the terms and conditions contained herein.

Amendment

Therefore, in consideration of the mutual agreements herein and other sufficient consideration, the receipt of which is hereby acknowledged, the Company, Administrative Agent and the Required Lenders hereby amend the Loan Agreement as follows:

1. Definitions. All references to the “Agreement” or the “Loan Agreement” in the Loan Agreement and in this Amendment shall be deemed to be references to the Loan Agreement as it is amended hereby and as it may be further amended, restated, extended, renewed, replaced, or otherwise modified from time to time. Capitalized terms used and not otherwise defined herein have the meanings given them in the Loan Agreement.

2. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first written above, or such other date as expressly set forth herein, but only if this Amendment has been executed by the Company, Administrative Agent and the Required Lenders, and only if all of the documents listed on Exhibit A to this Amendment have been delivered and, as applicable, executed, sealed, attested, acknowledged, certified, or authenticated, each in form and substance satisfactory to Administrative Agent and the Required Lenders.

3. Consent. The Company has advised Administrative Agent that it intends to consummate a Permitted Sale by selling the assets of its Builder’s Resource location in or about Baltimore, MD (the “Subject Sale”) to Builder Resource Supply Corporation, a Maryland corporation (“Buyer”). As a part of the consideration for the Subject Sale, Buyer will deliver to the Company a promissory note, in the original principal amount not to exceed $1,200,000 (the “Subject Sale Note”) The Company’s receipt of the Subject Sale Note in partial consideration of the Subject Sale is not permitted by Section 11.9 of the Loan Agreement.

Notwithstanding the terms of Section 11.9, the Required Lenders hereby consent to the Company’s receipt of the Subject Sale Note. Notwithstanding the provisions of Section 6.2.2. and 6.3.2, the Required Lenders hereby consent to the Company’s retention of any payments of principal or interest on the Subject Sale Note. Notwithstanding the terms of Section 5.2(c) of the Collateral and Guaranty Agreement, the Required Lenders hereby agree that the Company may retain possession of the Subject Sale Note unless and until the Administrative Agent requests that the Subject Sale Note be delivered to Administrative Agent. The Company agrees that upon any such request from the Administrative Agent,

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the Company shall promptly deliver the original Subject Sale Note to the Administrative Agent, with such endorsements, pledge agreements and other documents that the Administrative Agent may reasonably request from time to time.

4. Supplements to Disclosure Schedules. Schedule 1, Schedule 4 and Schedule 6 of the Guaranty and Collateral Agreement are hereby supplemented with the supplements attached to this Amendment.

5. Acknowledgement of Certain Provisions.

The Company acknowledges and agrees that in the event that it or another Loan Party creates one or more new Subsidiaries in connection with the Texas Wholesale Building Materials Acquisition that the Company shall comply, or cause such other Loan Party to comply, with the terms and provisions of the Loan Agreement (including, without limitation, Section 10.9) and the Guaranty and Collateral Agreement, and shall execute, or cause the execution of, all documents, security agreements, joinder agreements and guaranties as may be reasonably requested by Administrative Agent in connection therewith. The Required Lenders acknowledge and agree that no further consent in connection with such acquisition or formation of any such Subsidiary is required from the Required Lenders in connection with the creation of any such Subsidiary if the Company complies and causes compliance with the terms and provisions of the Loan Agreement (including, without limitation, Section 10.9) and the Guaranty and Collateral Agreement.

6. Amendments to Loan Agreement.

Subject to the terms and conditions set forth herein:

6.1. Sale of Accounts Receivable. Section 11.4(c) is hereby deleted and replaced with the following:

“(c) sell or assign with or without recourse any Accounts or other receivables in excess of $250,000 in the aggregate in any Fiscal Year,”

6.2. Acquisitions.

Section 11.4(d)(iv)(C) of the Loan Agreement is hereby deleted and replaced with the following:

“(C) the aggregate consideration to be paid by the Loan Parties (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP, the fair market value of any non-cash consideration, and any earn outs or deferred purchase price payments to be calculated in accordance with GAAP) in connection with such Acquisition (or any series of related Acquisitions) is less than $15,000,000 per Acquisition (except the Texas Wholesale Building Materials Acquisition is not subject to the foregoing $15,000,000 limitation), and $50,000,000 in the aggregate for all Acquisitions (including, without limitation, the Texas Wholesale Building Materials Acquisition) since the Closing Date;”

6.3. Investments. Section 11.9(f) is hereby deleted and replaced with the following:

“(f) Investments in (i) securities of Account Debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors or (ii) promissory notes received from Account Debtors in settlement of Accounts or other receivables in the ordinary course of business, which, upon the request of Administrative Agent shall be promptly delivered to Administrative Agent together with such endorsements, pledge agreements and other documents that the Administrative Agent may reasonably request from time to time;”

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6.4. Net Income. A new defined term “Net Income” is hereby added to Section 1.1 as follows:

“Net Income” means net income, as determined pursuant to GAAP.

6.5. Total Asset Definition.

The definition of “Total Assets” is deleted and replaced with the following:

“Total Assets” means the sum of all assets as presented in the balance sheet in Company’s most recent consolidated financial statements delivered to Administrative Agent and each of the Lenders as required hereunder but excluding any LIFO reserve; provided, however, if a Collateral Access Agreement for the location acquired in the Texas Wholesale Building Materials Acquisition is not provided to Administrative Agent within ninety (90) days following the close of such acquisition, then from and after such ninetieth day, all Inventory located at such location shall be excluded from the calculation of “Total Assets.”

6.6. Texas Wholesale Building Materials Acquisition Definition. A new defined term “Texas Wholesale Building Materials Acquisition” is hereby added in alphabetical order to Section 1.1 of the Loan Agreement:

“Texas Wholesale Building Materials Acquisition” means the Acquisition by the Company, of substantially all the assets of Texas Wholesale Building Materials, Inc. and/or substantially all the assets of any of its subsidiaries (but excluding any equity interests in any such subsidiaries).

7. Representations and Warranties of the Company. The Company hereby represents and warrants to Administrative Agent, the Issuing Lender and each Lender as of the date hereof that (i) this Amendment and each of the other documents, agreements, certificates executed in connection herewith (the “Amendment Documents”) have been duly authorized by the Company’s board of directors, (ii) since September 24, 2004, the Company’s articles of incorporation and bylaws have not been amended, restated or otherwise modified, (iii) no consents are necessary from any third Person for the Company’s execution, delivery or performance of this Amendment and the other Amendment Documents which have not been obtained, (iv) this Amendment, the other Amendment Documents, the Loan Agreement and all other Loan Documents to which it is a party constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, (v) except as set forth in the disclosure schedules to the Loan Agreement and the other Loan Documents (including the supplements to Schedule 1, Schedule 4 and Schedule 6 to the Collateral and Guaranty Agreement attached to this Amendment), the representations and warranties in the Loan Agreement and the other Loan Documents were true and correct when made and are true and correct in all material respects as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), (vi) there exists no Unmatured Event of Default or Event of Default under the Loan Agreement (as amended by this Amendment) or the other Loan Documents, and (vii) there are no proceedings of any kind, pending or to the knowledge of any Senior Officer, threatened against the Company or any other Loan Party which might reasonably be expected to have a Material Adverse Effect.

8. Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent, the Issuing Lender, or any Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any

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provision of the Loan Agreement, any of the other Loan Documents or any existing Unmatured Event of Default or Event of Default, nor act as a release or subordination of the Liens and security interests of Administrative Agent under the Loan Documents. Each reference in the Loan Agreement to “the Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, shall be read as referring to the Loan Agreement as amended by this Amendment.

9. Reaffirmation. The Company hereby acknowledges and confirms that (i) except as expressly amended hereby the Loan Agreement and the Loan documents remain in full force and effect, (ii) the Company has no defenses to its obligations under the Loan Agreement and the other Loan Documents, (iii) the Liens and security interests of the Administrative Agent under the Loan Documents secure all the Obligations, continue in full force and effect and have the same priority as before this Amendment, and (iv) the Company has no claim against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan Documents, and the Company hereby releases and waives and discharges forever any such claims it may have against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with this Amendment the other Amendment Documents, the Loan Agreement or the other Loan Documents. This Amendment and each of the other Amendment Documents are a part of the Loan Documents.

10. Fees and Expenses. The Company shall promptly pay to Administrative Agent all fees, expenses and other amounts owing to Administrative Agent under the Loan Agreement and the other Loan Documents upon demand, including, without limitation, all reasonable fees, costs and expenses incurred by Administrative Agent in connection with the preparation, negotiation, execution, and delivery of this Amendment.

11. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

12. Section Titles. Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

13. Counterparts; Facsimile Transmissions. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Receipt of an executed signature page to this Amendment by facsimile or other electronic transmission, shall constitute effective delivery thereof. Electronic records of executed Amendment maintained by the Lenders shall be deemed to be originals.

14. Incorporation By Reference. Administrative Agent, the Required Lenders, and the Company hereby agree that all of the terms of the Loan Documents are incorporated in and made a part of this Amendment by this reference.

15. Notice—Oral Commitments Not Enforceable. Nothing contained in the following notice shall be deemed to limit or modify the terms of the Loan Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT COMPANY AND EACH OTHER LOAN PARTY (BORROWER) AND ADMINISTRATIVE AGENT AND THE LENDERS (CREDITOR) FROM

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MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS THE COMPANY AND ADMINISTRATIVE AGENT AND THE LENDERS REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

Company acknowledges that there are no other agreements between Administrative Agent, Lenders, Company and the Loan Parties, oral or written, concerning the subject matter of the Loan Documents, as amended hereby, and that all prior agreements concerning the same subject matter, including any proposal or commitment letter, are merged into the Loan Documents and thereby extinguished.

16. Notice—Insurance. The following notice is given pursuant to Section 10 of the Collateral Protection Act set forth in Chapter 815 Section 180/1 of the Illinois Compiled Statutes (1996); nothing contained in such notice shall be deemed to limit or modify the terms of the Loan Documents:

UNLESS THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL AND THE REAL ESTATE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH THE COLLATERAL AND THE REAL ESTATE COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL AND THE REAL ESTATE COLLATERAL, THE COMPANY WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.

{remainder of page intentionally left blank; signature pages immediately follow}

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written.

HUTTIG BUILDING PRODUCTS, INC., as the Company
By:	/s/ Thomas S. McHugh
Title:	Vice President-Finance, Treasurer and Chief Financial Officer
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent,
as Issuing Lender and as a Lender
By:	/s/ Signature illegible
Title:	Assistant Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
By:	/s/ Leanne C. Mannine
Title:	Duly Authorized Signatory
HARRIS TRUST & SAVINGS BANK, as a Lender
By:	/s/ Signature illegible
Title:	Vice President
NATIONAL CITY BANK OF THE MIDWEST, as a Lender
By:	/s/ Signature illegible
Title:	Vice President
FIRST BANK, as a Lender
By:	/s/ Signature illegible
Title:	SVP
CHARTER ONE BANK, N.A., as a Lender
By:	/s/ Signature illegible
Title:	Vice President
FIFTH THIRD BANK (SOUTHERN INDIANA), as a Lender
By:	/s/ Signature illegible
Title:	Vice President

6

REAFFIRMATION TO FIRST AMENDMENT TO LOAN AGREEMENT

This Reaffirmation to First Amendment to Loan Agreement is executed by Huttig, Inc., a Delaware corporation (“Guarantor”) and is dated as of December 3, 2004 (this “Reaffirmation”). Guarantor acknowledges and consents to all changes, terms and provisions set forth in the foregoing First Amendment to the Loan Agreement among the Company, Administrative Agent, and the Required Lenders of even date with this Reaffirmation (the “First Amendment”) and agrees that all such changes are in the best interests of the Company and Guarantor. In consideration of the financial accommodations granted and which may hereafter be granted to the Company by Administrative Agent and the Lenders, in consideration of Administrative Agent’s, the Issuing Lender’s and the Lenders’ reliance on the Guaranty and Collateral Agreement, dated as of September 24, 2004 by and among the Company, Guarantor and the Administrative Agent (as amended, modified, restated or replaced from time to time, the “Guaranty and Collateral Agreement”) and the other Loan Documents to which Guarantor is a party, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor, irrevocably and unconditionally reaffirms the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party and its continuing guarantee of the payment and performance of all current and future Obligations. Guarantor agrees that the validity and enforceability of the Guaranty and Collateral Agreement and the other Loan Documents to which it is a party is not and shall not be affected in any way or manner by any of the changes, terms and provisions set forth in the First Amendment except for the modification described in Section 4 of the First Amendment. Guarantor hereby consents to the provisions of Section 4 of the First Amendment.

Guarantor hereby represents and warrants to Administrative Agent, the Issuing Lender and each Lender as of the date hereof that (i) this Reaffirmation has been duly authorized by the Guarantor’s board of directors, (ii) since September 24, 2004, Guarantor’s articles of incorporation and bylaws have not been amended, restated or otherwise modified, (iii) no consents are necessary from any third Person for Guarantor’s execution, delivery or performance of this Reaffirmation which have not been obtained, (iv) this Reaffirmation and all other Loan Documents to which it is a party constitute the legal, valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity, (v) except as set forth in the disclosure schedules to the Loan Agreement and the other Loan Documents (including the supplements to Schedule 1, Schedule 4 and Schedule 6 to the Collateral and Guaranty Agreement attached to the First Amendment), the representations and warranties in the Loan Agreement were true and correct when made and are true and correct in all material respects as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (vi) there exists no Unmatured Event of Default or Event of Default under the Loan Agreement (as amended by the First Amendment) and the Loan Documents.

Guarantor hereby acknowledges and confirms that (i) the Loan Documents are in full force and effect, (ii) Guarantor has no defenses to its obligations under the Loan Documents, (iii) the Liens and security interests of the Administrative Agent under the Loan Documents secure all the Obligations, continue in full force and effect and have the same priority as before the First Amendment, and (iv) Guarantor has no claim against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan Documents, and Guarantor hereby releases and waives and discharges forever any such claims it may have against Administrative Agent, the Issuing Lender or any Lender arising from or in connection with the Loan Agreement or the other Loan Documents.

{Reaffirmation continues on the next page; Signature is on the next page}

7

Capitalized terms used in this Reaffirmation, but not defined herein, shall have the meanings set forth in the First Amendment.

HUTTIG, INC.
By:	/s/ Thomas S. McHugh
	Thomas S. McHugh
Title:	Vice President-Finance and Chief Financial Officer

8

Exhibit A

Documents and Requirements

1. First Amendment to Loan Agreement.

2. Reaffirmation to First Amendment to Loan Agreement.

Supplemental Information for Schedule 1 to Guaranty and Collateral Agreement

Grantor:	Huttig Building Products, Inc.
Issuer:	Builder Resource Supply Corporation
Pledged Note Description:	$1,137,237.71 note issued in connection with sale of the assets of Builder’s Resource location in or about Baltimore, MD.

Supplemental Information for Schedule 4 to Guaranty and Collateral Agreement

(effective upon the closing of the Texas Wholesale Building Materials Acquisition}

2115 Valley View Lane, Farmers Branch, Texas 75234

Supplemental Information for Schedule 6 to Guaranty and Collateral Agreement

(effective upon the closing of the Texas Wholesale Building Materials Acquisition}

The following bank accounts at JPMorgan Chase Bank, N.A/ Bank One, N.A.

Control Disbursements 633682471

Concentration Activity 645588302

Payroll Account 645588302

Imprest 645588310

Oklahoma Deposits 632762639

Concentration Activity 639263714

Texas Deposits 639263714

Concentration Activity 632762639

Operating Account 645588278

Concentration Activity 633682471

Texas Gold 1886449816

10

EX-10.28

Exhibit 10.28

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is entered into as of this 19^th day of January 2005 by and among The Rugby Group Ltd., f/k/a The Rugby Group PLC, an English company (“Rugby”), Rugby IPD Corp., a Delaware corporation (“Rugby IPD”), and Huttig Building Products, Inc., a Delaware corporation (“Huttig”) (Rugby, Rugby IPD and Huttig being referred to herein separately as a “Party” and collectively as the “Parties”).

WITNESSETH:

WHEREAS, Rugby Building Products (as defined herein) transferred to Rugby IPD, on December 10, 1999, certain assets pursuant and subject to the terms of the Exchange Agreement (as defined herein); and

WHEREAS, Rugby contributed to Huttig, on the Closing Date (as defined herein), all of the outstanding common shares of Rugby’s then wholly-owned subsidiary, Rugby USA (as defined herein), pursuant and subject to the terms of the Share Exchange Agreement (as defined herein); and

WHEREAS, Huttig has contended that Rugby and Rugby IPD are required to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims (as defined herein) pursuant to the Share Exchange Agreement and the Exchange Agreement, respectively; and

WHEREAS, Rugby and Rugby IPD have denied that they have any liability to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims; and

WHEREAS, Huttig has filed the Pending Litigation (as defined herein) to determine whether Rugby and Rugby IPD have an obligation to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims; and

WHEREAS, the Parties desire and intend to settle and resolve their disputes regarding the Stanline Asbestos Claims and to dismiss the Pending Litigation in accordance with the terms of this Settlement Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

1. Definitions.

The following terms shall have the following meanings for purposes of this Settlement Agreement:

(a) “Claim” shall mean all claims, rights, duties, obligations, demands, actions, causes of action, suits, debts, liabilities and losses of any kind whatsoever and expressly includes all Defense Costs incident thereto.

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(b) “Closed Stanline Asbestos Claims” shall mean the following Stanline Asbestos Claims that were asserted against Huttig after the Closing Date and that Huttig has resolved by dismissal or settlement prior to the Settlement Date: (i) Peterson v. AcandS, Inc. et al., No. 2001-03187; (ii) Scott v. AcandS, Inc. et al., No. 2201-132665; (iii) Skelton v. AcandS, Inc. et al., No. 2002-050630; (iv) Basford v. AcandS, Inc. et al., No. 2002-049977; (v) Baker v. Asbestos Defendants, No. 315677; and (vi) Ferro v. Anderson, Rowe & Buckley, Inc. et al., No. RG04138376.

(c) “Closing Date” shall mean December 16, 1999, which was the date of the closing of the transactions contemplated by the Share Exchange Agreement.

(d) “Court” shall mean the Supreme Court of the State of New York, County of New York.

(e) “Crane” shall mean Crane Co., a corporation organized and existing under the laws of Delaware with its principal place of business in Connecticut.

(f) “Defense Costs” shall include all amounts reasonably incurred and paid in the defense, compromise or satisfaction of a Claim, including those resulting from (i) the fees and the customary costs of attorneys, investigators, consultants, experts and court reporters, but excluding internal costs such as employees’ salaries, and/or (ii) a judgment or a settlement.

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(g) “Exchange Agreement” shall mean the Exchange Agreement between Rugby Building Products and Rugby IPD dated as of December 10, 1999.

(h) “Future Stanline Asbestos Claims” shall mean all Stanline Asbestos Claims, if any, that may be asserted after the Settlement Date.

(i) “Huttig” shall have the meaning set forth in the first paragraph of this Settlement Agreement.

(j) “Joint Defense Venture” shall mean the joint defense venture established pursuant and subject to the terms of the Joint Defense Agreement.

(k) “Joint Defense Agreement” shall mean the Joint Defense Agreement among Rugby, Rugby IPD and Huttig executed simultaneously with this Settlement Agreement.

(l) “Parties” shall have the meaning set forth in the first paragraph of this Settlement Agreement.

(m) “Pending Litigation” shall mean the litigation pending in the Court styled Huttig Building Products, Inc. v. The Rugby Group Ltd., f/k/a The Rugby Group P.L.C. and Rugby IPD Corp., Index No.: 601515/02.

(n) “Renewed Litigation” shall mean the litigation that may be commenced by any of the Parties pursuant to Section 6 of this Settlement Agreement.

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(o) “Rugby” shall have the meaning set forth in the first paragraph of this Settlement Agreement.

(p) “Rugby Building Products” shall mean Rugby Building Products, Inc., which, as of the Closing Date, was a subsidiary of Rugby USA and was a corporation organized under the laws of Delaware with its principal place of business in Georgia.

(q) “Rugby IPD” shall have the meaning set forth in the first paragraph of this Settlement Agreement.

(r) “Rugby USA” shall mean Rugby USA, Inc., a corporation that, as of the Closing Date, was organized under the laws of the state of Georgia with its principal place of business in Georgia.

(s) “Settlement Agreement” shall have the meaning set forth in the first paragraph of this Settlement Agreement.

(t) “Settlement Date” shall mean the date first written above.

(u) “Share Exchange Agreement” shall mean the Share Exchange Agreement among Rugby, Crane and Huttig dated October 19, 1999.

(v) “Stanline” shall mean Stanline, Inc., which, from approximately 1961 until approximately 1994, was a California corporation.

(w) “Stanline Asbestos Claims” shall mean all Claims by any person for personal injury or damages to property (i) alleged by any such person to be

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attributable to Stanline’s manufacture, distribution or sale of a product allegedly containing asbestos and (ii) asserted, directly or indirectly, against Huttig or any of its present or past subsidiary, predecessor or successor companies (including without limitation, Stanline, Rugby Building Products and Rugby USA).

(x) “Termination for Cause” shall mean the termination for cause of the Joint Defense Venture pursuant to Section 13 of the Joint Defense Agreement.

2. Settlement of Closed Stanline Asbestos Claims.

Rugby shall pay Huttig the sum of SIX HUNDRED NINE THOUSAND, FIVE HUNDRED EIGHTY-ONE DOLLARS, AND FORTY-SIX CENTS ($609,581.46), representing fifty percent (50%) of the Defense Costs of Huttig resulting from the Closed Stanline Asbestos Claims. Rugby shall make such payment simultaneously with the execution of this Settlement Agreement pursuant to wire transfer instructions provided by Huttig.

3. Settlement of Future Stanline Asbestos Claims.

In connection with Future Stanline Asbestos Claims, the Parties are executing and delivering the Joint Defense Agreement simultaneously herewith and shall fully perform all of their respective duties and obligations thereunder.

4. Dismissal of Pending Litigation.

Within five (5) business days of the receipt of the wire transfer described in Section 2, above, the Parties shall cause their respective counsel to execute and file

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with the Court a stipulation to dismiss without prejudice and to take such other steps as may be required to effect the dismissal without prejudice of the Pending Litigation. All Parties shall bear their own costs and expenses incurred in the prosecution and/or defense of the Pending Litigation.

5. Mutual Releases.

Except in the event that this Settlement Agreement is rescinded pursuant to Section 6 hereof and/or for Claims otherwise arising under the terms of this Settlement Agreement:

(a) Huttig hereby releases, discharges and covenants not to sue each of Rugby and Rugby IPD, and all of Rugby’s and Rugby IPD’s stockholders, officers, directors, employees, agents, subsidiaries and affiliates, from, against and/or account of all Claims that (i) Huttig has or shall have against either of Rugby or Rugby IPD, arising from, or in connection with, Stanline Asbestos Claims, including both Closed Stanline Asbestos Claims and Future Stanline Asbestos Claims, and/or (ii) were alleged or could have been alleged in the Pending Litigation.

(b) Each of Rugby and Rugby IPD hereby releases, discharges and covenants not to sue Huttig, its stockholders, officers, directors, employees, agents, subsidiaries and affiliates, from, against and/or on account of all Claims that (i) either Rugby or Rugby IPD has or shall have against Huttig, arising from, or in

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connection with (i) Stanline Asbestos Claims, including both Closed Stanline Asbestos Claims and Future Stanline Asbestos Claims, and/or (ii) were alleged or could have been alleged in the Pending Litigation.

6. Rescission of Settlement Agreement.

In the event that a Termination for Cause occurs, this Settlement Agreement shall be deemed to be rescinded without further action or notice, and the rights and obligations of the Parties shall be restored as they were immediately before the Settlement Date. In such event:

(a) For the sixty (60) day period commencing on the effective date of a Termination for Cause, Huttig shall have the exclusive right, and thereafter the non-exclusive right, at its option, to institute Renewed Litigation against Rugby and/or Rugby IPD to adjudicate, inter alia, whether, and to what extent, Rugby and/or Rugby IPD have an obligation to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims under the Share Exchange Agreement and/or the Exchange Agreement, respectively, and to obtain all appropriate relief resulting from such adjudication. Rugby and/or Rugby IPD shall have the right to assert whatever defenses or counterclaims that they deem appropriate in response to Huttig’s filing of the Renewed Litigation. If the Renewed Litigation names only Rugby as a defendant, Huttig shall file such lawsuit in a federal court of the State of New York. If the Renewed Litigation

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names both Rugby and Rugby IPD and complete diversity does not exist between Huttig, on the one hand, and Rugby and Rugby IPD, on the other hand, the Renewed Lawsuit shall be filed in the Court. Neither Rugby nor Rugby IPD is consenting that the Court is an appropriate forum for the resolution of such lawsuit in light of their position concerning the proper interpretation of Section 10.5 of the Share Exchange Agreement, and Rugby and Rugby IPD are free to assert in any Renewed Litigation filed in the Court that a federal court of the State of New York is the only appropriate forum concerning the interpretation and enforcement of the provisions of the Share Exchange Agreement.

(b) From and after the expiration of the sixty (60) day period commencing on the effective date of a Termination for Cause and only if Huttig has not previously filed Renewed Litigation as provided in Subsection (a) hereof, Rugby then shall have the non-exclusive right, at its option, to institute Renewed Litigation against Huttig to adjudicate, whether, and to what extent, Rugby and/or Rugby IPD have an obligation to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims under the Share Exchange Agreement and/or the Exchange Agreement, respectively, and to obtain all appropriate relief resulting from such adjudication. Huttig shall have the right to assert whatever defenses or counterclaims that it deems appropriate in response to Rugby’s filing of the Renewed Litigation. Rugby shall file the Renewed Litigation in a federal

- 9 -

court of the State of New York. In the event that the federal court finds that Rugby IPD is an indispensable party or otherwise dismisses the lawsuit for lack of subject matter jurisdiction, Rugby and/or Rugby IPD may then, at their option, file the Renewed Litigation in the Court.

(c) To the extent any Renewed Litigation adjudicates that Rugby and/or Rugby IPD have an obligation to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims under the Share Exchange Agreement and/or the Exchange Agreement, respectively, any amounts paid by Rugby to Huttig pursuant to Section 2 of this Settlement Agreement and pursuant to Section 2 of the Joint Defense Agreement shall be set off against any damages that Huttig may be entitled to recover.

(d) To the extent any Renewed Litigation adjudicates that Rugby and Rugby IPD do not have an obligation to defend, indemnify and hold harmless Huttig from and against the Stanline Asbestos Claims under the Share Exchange Agreement and the Exchange Agreement, respectively, Rugby shall be entitled to recover from Huttig any amounts paid by Rugby pursuant to Section 2 of this Settlement Agreement and Section 2 of the Joint Defense Agreement that should not have been paid by Rugby and/or Rugby IPD.

(e) In any Renewed Litigation, the Parties shall be entitled to raise any Claims or defenses that were, or could have been, raised in the Pending Litigation,

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and this Settlement Agreement does not constitute a waiver or otherwise diminish any of the Parties’ rights with respect to the assertion of any such Claims or defenses in the Renewed Litigation.

(f) In any Renewed Litigation, the period of time applicable to any statute of limitation, or any other defense based on the passage of time, as to any Claims or defenses raised in the Pending Litigation shall be tolled for the period commencing on the date the Pending Litigation was filed with the Court and ending 90 days after the effective date of a Termination for Cause.

(g) All discovery taken in the Pending Litigation shall be treated as if such discovery had been taken in the Renewed Litigation.

7. Representations and Warranties of Rugby.

Rugby represents and warrants to Huttig as follows:

(a) Rugby has all necessary corporate power and authority to execute and deliver this Settlement Agreement, and this Settlement Agreement has been duly authorized and validly executed and delivered by Rugby and, assuming the due authorization, execution and delivery hereof by Huttig and Rugby IPD, constitutes a legal, valid and binding obligation of Rugby, enforceable in accordance with its terms.

(b) Rugby has not assigned or transferred any of the Claims that are released pursuant to Section 5(b) hereof.

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(c) Rugby has received independent advice from its lawyers with respect to the advisability of executing this Settlement Agreement.

(d) Rugby has no knowledge of any Stanline Asbestos Claims that, as of the Settlement Date, are pending or have been asserted and not resolved.

8. Representations and Warranties of Rugby IPD.

Rugby IPD represents and warrants to Huttig as follows:

(a) Rugby IPD has all necessary corporate power and authority to execute and deliver this Settlement Agreement, and this Settlement Agreement has been duly authorized and validly executed and delivered by Rugby IPD and, assuming the due authorization, execution and delivery hereof by Rugby and Huttig, constitutes a legal valid and binding obligation of Rugby IPD, enforceable in accordance with its terms.

(b) Rugby IPD has not assigned or transferred any of the Claims that are released pursuant to Section 5(b) hereof.

(c) Rugby IPD has received independent advice from its lawyers with respect to the advisability of executing this Settlement Agreement.

(d) Rugby IPD has no knowledge of any Stanline Asbestos Claims that, as of the Settlement Date, are pending or have been asserted and not resolved.

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9. Representations and Warranties of Huttig.

Huttig represents and warrants to each of Rugby and Rugby IPD as follows:

(a) Huttig has all necessary corporate power and authority to execute, deliver and perform this Settlement Agreement, and this Settlement Agreement has been duly authorized and validly executed and delivered by Huttig and, assuming the due authorization, execution and delivery hereof by Rugby and Rugby IPD, constitutes a legal, valid and binding obligation of Huttig, enforceable in accordance with its terms.

(b) Huttig has not assigned or transferred any of the Claims that are released pursuant to Section 5(a) hereof.

(c) Huttig has received independent advice from its lawyers with respect to the advisability of executing this Settlement Agreement.

(d) The Closed Stanline Asbestos Claims constitute all of the Stanline Asbestos Claims that have been asserted against Huttig through and including the Settlement Date.

(e) The aggregate Defense Costs that Huttig has reasonably incurred and paid in connection with the defense of the Closed Stanline Asbestos Claims amounts to ONE MILLION, TWO HUNDRED NINETEEN THOUSAND, ONE HUNDRED SIXTY-TWO DOLLARS, AND NINETY-THREE CENTS ($1,219,162.93). Huttig has provided Rugby, prior to the Settlement Date, with access to all records that Rugby has reasonably requested in order to confirm this amount.

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(f) Huttig has no knowledge of any Stanline Asbestos Claims that, as of the Settlement Date, are pending or have been asserted and not resolved.

10. Indemnity.

(a) Rugby agrees to defend, indemnify and hold harmless Huttig, and all of Huttig’s stockholders, officers, directors, employees, agents, subsidiaries and affiliates from and against all Claims arising out of, or connected with, any breach of (i) any representation and warranty given by Rugby under Section 7 hereof or (ii) any covenant to be performed by Rugby under this Settlement Agreement.

(b) Rugby IPD agrees to defend, indemnify and hold harmless Huttig, and all of Huttig’s stockholders, officers, directors, employees, agents, subsidiaries and affiliates from and against all Claims arising out of, or connected with, any breach of (i) any representation and warranty given by Rugby IPD under Section 8 hereof or (ii) any covenant to be performed by Rugby IPD under this Settlement Agreement.

(c) Huttig agrees to defend, indemnify and hold harmless each of Rugby and Rugby IPD and all of Rugby’s and Rugby IPD’s stockholders, officers, directors, employees, agents, subsidiaries and affiliates from and against all Claims arising out of, or connected with, any breach of (i) any representation and warranty given by Huttig under Section 9 hereof or (ii) any covenant to be performed by Huttig under this Settlement Agreement.

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11. No Admission of Liability.

The Parties understand and agree that this Settlement Agreement, any consideration given or accepted in connection with it and the covenants made in it are all made, given and accepted in settlement and compromise of disputed Claims and are not an admission of liability in any respect by any of the Parties. Without limiting the generality of the foregoing, the Parties expressly agree that the methodology used for determining the sum that Rugby is paying to Huttig pursuant to Section 2 hereof shall not constitute precedent, or be admissible as evidence, in connection with any future Claim that any of the Parties may make including, without limitation, with respect to the application, construction or interpretation of Section 7.6 of the Share Exchange Agreement.

12. Confidentiality.

The Parties agree that neither they, nor anyone acting on their behalf, including their respective counsel, shall disclose to anyone the terms of, or amounts paid, pursuant to this Settlement Agreement, neither specifically nor in general, qualitative or descriptive terms or in terms that state or suggest that the settlement was favorable to any of the Parties, and agree that the only comment with respect to this settlement shall be that the matter was settled in a manner acceptable to all the Parties and in an amount that was not considered material in the context of the respective Parties and their affiliates taken as a whole, except

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that this shall not preclude any of the Parties from disclosing information about the settlement as needed (i) to its affiliated entities or its accountants, (ii) in connection with reports or filings with governmental agencies, or with financial or tax reporting or the enforcement of this Settlement Agreement or (iii) as validly required in court proceedings, provided that notice to the other Parties shall be given before making a disclosure required in court proceedings.

13. Governing Law.

This Settlement Agreement and the rights and obligations of the Parties hereunder shall be governed and controlled by the laws of the State of New York without giving effect to that State’s conflict of law principles.

14. Dispute Resolution.

Other than disputes or circumstances that give rise to the filing of any Renewed Litigation and disputes arising out of or relating to the Joint Defense Agreement, any dispute arising out of or relating to this Settlement Agreement shall be resolved by binding and final arbitration before a single arbitrator under the International Arbitration Rules of the American Arbitration Association. The arbitrator shall be Robert F. Cusumano or, if he is unable or unwilling to serve, an arbitrator appointed in accordance with the International Arbitration Rules of the American Arbitration Association. The place of the arbitration shall be New York, New York.

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15. Successors and Assigns.

This Settlement Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the Parties; provided, however, that none of the Parties shall assign or delegate this Settlement Agreement or any of its rights or obligations hereunder without the prior written consent of the other Parties. Except as expressly set forth in this Settlement Agreement, nothing in this Settlement Agreement shall confer upon any person not a Party hereto, or the legal representatives of such person, any rights or remedies (including, without limitation, rights or remedies as a third party beneficiary) of any nature or kind whatsoever under or by reason of this Settlement Agreement.

16. Entire Agreement.

This Settlement Agreement and the Joint Defense Agreement constitute the entire agreement between and among the Parties, and anyone acting for, associated with or employed by any of the Parties, concerning the settlement of the Parties’ Claims in relation to the Stanline Asbestos Claims and the dismissal of the Pending Litigation and supersede any prior discussions, agreements or understandings, and there are no promises, representations or agreements between and among the Parties or anyone acting for, associated with or employed by any of the Parties other than as set forth in this Settlement Agreement and the Joint Defense Agreement.

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17. Counterparts and Facsimile Signatures.

This Settlement Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall be considered one and the same agreement, and any of the Parties’ original signature may be obtained through facsimile signature.

18. Modification or Waiver.

The provisions of this Settlement Agreement, including this Section 18, may be modified or waived only in writing signed by each of the Parties affected by the modification or waiver. No waiver with respect to any portion of this Settlement Agreement shall apply to any other portion of this Settlement Agreement, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion. No course of dealing by any of the Parties, and no failure, omission, delay or forbearance by any of the Parties in exercising any rights or remedies, shall be deemed a waiver of any such rights or remedies or a modification of this Settlement Agreement.

19. Construction or Interpretation.

This Settlement Agreement is and shall be deemed jointly drafted and written by all of the Parties to it, and it shall not be construed or interpreted against any of the Parties originating or preparing it.

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20. Expenses.

Each Party each shall bear its expenses, including attorneys’ fees, incurred on its behalf in connection with the negotiation, preparation, execution and performance of this Settlement Agreement.

21. Notices.

Any and all notices or other communications required or permitted under this Settlement Agreement shall be given in writing and delivered in person or sent by certified or registered mail, postage prepaid, return receipt requested, or by overnight express mail, or by facsimile or other electronic transmission to the address of such party set forth below. Any such notice shall be effective upon receipt (provided such receipt is before 5:00 p.m. at the recipient’s location), or three days after placed in the mail, whichever is earlier.

If to Rugby:

The Rugby Group Ltd.

Crown House

Rugby CV 212 DT

England

Attention:

Facsimile No.: 011-44-1788-546726

with a copy to:

Baker & McKenzie

130 East Randolph Street

Suite 3500

Chicago, Illinois 60601

Attention: Richard M. Franklin, Esq.

Facsimile No.: 312/861-2899

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If to Rugby IPD:

Rugby IPD Corp.

1440 S. Priest Ave.

Suite #103

Tempe, AZ 85287

Attention: Andrew Shier

Facsimile No.: 480/968-2448

with a copy to:

[attorney]

If to Huttig:

Huttig Building Products, Inc.

555 Maryville University Drive, Suite 400

St. Louis, MO 63141

Attention: Nick H. Varsam, Esq.

Facsimile No.: 314/216-8793

with a copy to:

Kirkpatrick and Lockhart LLP

Henry W. Oliver Building

535 Smithfield Street

Pittsburgh, PA 15222

Attention: Michael G. Zanic, Esq.

Facsimile No.: 412/355-6501

and:

Post Kirby Noonan & Sweat LLP

America Plaza

600 West Broadway, 11th Floor

San Diego, California 92101

Attention: James R. Lance, Esq.

Facsimile No.: 619/231-9593

Any Party may, by notice so delivered, change its address for notice purposes hereunder.

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IN WITNESS WHEREOF, each of the Parties, by its duly authorized officer, has executed this Settlement Agreement as of the date first written above.

Rugby Group Ltd.

/s/ Michael L. Collins

By: Michael L. Collins

Its: Director

Rugby IPD Corp.

/s/ Randy Shier

By: Randy Shier

Its: President

Huttig Building Products, Inc.

/s/ Nick H. Varsam

By: Nick H. Varsam

Its: Vice President-General Counsel

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EX-10.35

Exhibit 10.35

AMENDMENT NO. 1 TO HUTTIG BUILDING PRODUCTS, INC.

1999 STOCK INCENTIVE PLAN

This Amendment No. 1 to the Huttig Building Products, Inc. 1999 Stock Incentive Plan (the “Plan”) was approved by the Board of Directors on April 28, 2003.

The Plan is amended as follows:

1. Clause (c) of Section 7 of the Plan is amended and restated to read in its entirety as follows:

“(c) Except as otherwise permitted by the Committee or as otherwise provided in an Award Agreement, if a Participant’s employment is terminated for any reason other than death, disability or retirement or after a Change in Control, such Participant may exercise any Option in whole or in part, at any time within 90 days after such termination of employment, but only to the extent such Option is exercisable at the date of termination in accordance with Section 6(b). In no event may any Option be exercised after the expiration of the term of the Option.”

2. Effective Date: This amendment shall be effective as of March 5, 2003.

EX-10.36

Exhibit 10.36

AMENDMENT NO. 1 TO HUTTIG BUILDING PRODUCTS, INC.

AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

This Amendment No. 1 to the Huttig Building Products, Inc. Amended and Restated 2001 Stock Incentive Plan (the “Plan”) was approved by the Board of Directors on April 28, 2003. The Plan was last restated as of December 3, 2001.

The Plan is amended as follows:

1. Clause (c) of Section 7 of the Plan is amended and restated to read in its entirety as follows:

“(c) Except as otherwise permitted by the Committee or as otherwise provided in an Award Agreement, if a Participant’s employment is terminated for any reason other than death, disability or retirement or after a Change in Control, such Participant may exercise any Option in whole or in part, at any time within 90 days after such termination of employment, but only to the extent such Option is exercisable at the date of termination in accordance with Section 6(b). In no event may any Option be exercised after the expiration of the term of the Option.”

2. Effective Date: This amendment shall be effective as of March 5, 2003.

EX-10.37

Exhibit 10.37

RESTRICTED STOCK AGREEMENT-

HUTTIG BUILDING PRODUCTS, INC.

AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

January 28, 2003

The parties to this Restricted Stock Agreement (the “Agreement”) are Huttig Building Products, Inc., a Delaware corporation (the “Corporation”) and                     , an employee of the Corporation (the “Participant”).

Pursuant to the terms of the Huttig Building Products, Inc. Amended and Restated 2001 Stock Incentive Plan (the “Plan”), the Corporation, upon the recommendation of the Management Organization and Compensation Committee of its Board of Directors (the “Committee”) and upon approval of it Board of Directors, has determined to award to the Participant                      shares of restricted stock subject to the terms of the Plan, as of the date of this Agreement (the “Grant Date”). As a condition to such award and pursuant to Section 8(a) of the Plan, the Corporation and the Participant hereby enter into this Agreement and agree to the terms and conditions set forth herein.

1. DEFINITIONS.

Capitalized terms in this Agreement not otherwise defined herein shall have the meanings contained in the Plan. For purposes of this Agreement, and for purposes of interpreting the terms of the Plan, the following terms shall have the following meanings:

(a) “Restriction Period” shall mean a period commencing on the Grant Date and ending for 33- ¹/3% of the grant on each subsequent anniversary date for three years ending January 28, 2006.

2. AWARD OF HUTTIG SHARES

Pursuant to the provisions of the Plan and this Agreement and by the authority of the Board of Directors, the Corporation awards                      shares (the “Restricted Stock”) of Huttig Building Products, Inc. common stock, par value $.01 per share (“Huttig Shares”), to the Participant.

3. RESTRICTIONS AND RIGHTS

(a) During the Restriction Period, the Restricted Stock is subject to forfeiture in the event that the Participant attempts to sell, transfer, assign or pledge the Restricted Shares (the “Restrictions”) or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of this Agreement, the Restrictions on the Restricted Stock shall automatically lapse:

(i) upon expiration of the Restriction Period;

(ii) in the event of the Participant’s Retirement, Permanent Disability, or death or in the event of a Change-in-Control; provided, however, that in the event the Participant requests early retirement or otherwise leaves the employ of the Corporation, the Committee may, upon the Participant’s request and in the

Committee’s sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the employ of the Corporation; or

(iii) as may be otherwise provided under the terms of the Plan.

(b) During the Restriction Period, the Participant will be entitled to all other rights of a shareholder of the Corporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon.

4. STOCK CERTIFICATE

Each stock certificate evidencing an award of Restricted Stock shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award substantially in the following form (the “Legend”):

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Huttig Building Products, Inc. Amended and Restated 2001 Stock Incentive Plan and an Agreement entered into between the registered owner and Huttig Building Products, Inc. Copies of such Plan and Agreement are on file in the offices of Huttig Building Products, Inc., 555 Maryville University Dr., St. Louis, MO 63141.”

5. TERMINATION OF EMPLOYMENT

The Participant’s termination of employment during the Restriction Period shall result in the forfeiture of all Restricted Stock as to which the Restrictions have not lapsed, and the Participant shall be required to return all applicable stock certificates to the Corporation.

6. COVENANTS

(a) The Participant agrees to be bound by all terms and provisions of the Plan, and all such provisions shall be deemed a part of this Agreement for all purposes.

(b) The Participant agrees to provide the Corporation, when and if requested, with any information or documentation which the Corporation believes necessary or advisable in connection with the administration of the Plan, including data required to assure compliance with the requirements of the Securities and Exchange Commission, of any stock exchange upon which the Huttig Shares are then listed, or of any applicable federal, state or other law.

(c) The Participant agrees, upon due notice and demand, to promptly pay to the Corporation the cash amount of any taxes which are required to be withheld by the Corporation either at the time the Restriction Period lapses or at the time of award (in cases where the Participant duly elects to be taxed at such earlier time); provided, however, the Corporation, in its sole discretion, may accept Restricted Stock awarded hereunder or Huttig Shares otherwise previously acquired in satisfaction thereof.

7. NO COVENANT OF EMPLOYMENT

Neither the execution and delivery of this Agreement nor the granting of any award evidenced by this Agreement shall constitute, or be evidence of, any agreement or understanding, express or implied, on the part of the Corporation or any of its subsidiaries to employ the Participant for any specific period.

8. ADMINISTRATION AND INTERPRETATION OF PLAN AND AGREEMENT

In the event of any conflict between the terms of this Agreement and those of the Plan, the provisions of the Plan shall prevail.

The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or interpretation of the Plan and this Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Corporation and the Participant. The Committee shall have full authority and discretion to modify at any time the Restriction Period, the Restrictions, the other terms and conditions of this Agreement, the Legend and any other instrument evidencing this award, provided that no such modification shall increase the benefit under such award beyond that which the Committee could have originally granted at the time of the award, or shall impair the rights of the Participant under such award except in accordance with the Plan, or any applicable agreement or applicable law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in, the award evidenced hereby is deemed to be granted in, and both shall be governed by the laws of, the State of Delaware. There have been no representations to the Participant other than those contained herein.

9. DELIVERY

All certificates for Restricted Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which Huttig Shares are then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

The stock certificates evidencing the Restricted Stock shall be held in custody by the Corporation or its designee until the Restrictions thereon shall have lapsed and the Committee may require, as a condition of any award, that the Participant shall have delivered a stock power endorsed in blank relating to the Restricted Stock covered by such award.

As soon as administratively practicable following the lapse of the Restrictions with respect to any of the Restricted Stock without a forfeiture, and upon the satisfaction of all other applicable conditions as to the Restricted Stock, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Corporation shall deliver or cause to be delivered to the Participant a certificate or certificates for the applicable Restricted Stock which shall not bear the Legend required under Section 4 of the Agreement.

10. AMENDMENT

The terms of this Agreement shall be subject to the terms of the Plan as the Plan may be amended from time to time by the Board of Directors of the Corporation unless any such amendment by its terms or by its clear intent is inapplicable to this Agreement.

11. NOTICE

Any notice to the Corporation provided for in this Agreement shall be in writing and addressed to it in care of the Secretary of the Corporation, and any notice to the Participant shall be in writing and addressed to the Participant at the address contained in payroll records at the time or to such other address designated in writing by the Participant.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement effective the day and year first above written.

HUTTIG BUILDING PRODUCTS, INC.

By:

Title:

PARTICIPANT

EX-31.1

Exhibit 31.1

Huttig Building Products, Inc. and Subsidiaries

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Lupo, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of Huttig Building Products, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 8, 2005	/s/ Michael A. Lupo
	Michael A. Lupo
	President and Chief Executive Officer

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EX-31.2

Exhibit 31.2

Huttig Building Products, Inc. and Subsidiaries

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David L. Fleisher, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of Huttig Building Products, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: August 8, 2005	/s/ David L. Fleisher
	David L. Fleisher
	Vice President – Chief Financial Officer and Secretary

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