10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 2)

(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  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

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. 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. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, originally filed on March 14, 2005, as amended by Form 10-K/A (Amendment No. 1), filed on August 8, 2005, solely for the purpose of: (i) re-filing Exhibit 10.29, portions of which were omitted from the original filing based upon a request for confidential treatment filed by the Company with the Securities and Exchange Commission (the “SEC”), to include certain portions of the text for which the Company has decided not to seek confidential treatment, (ii) filing Exhibits 10.38 and 10.39, which were omitted from the original filing, and (iii) revising the description of Exhibit 10.24 – Form of Change of Control Agreement – to add the names of two executive officers who have executed the agreement with the Company, but whose names were omitted from the original filing.

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PART IV

ITEM 15—EXHIBITS, 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. (Incorporated by reference to Exhibit 4.8 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
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. (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”.)

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*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 between the Company and each of Richard A. Baltz, Hank J. Krey, Jon P. Vrabely and Carl A. Liliequist (Incorporated by reference to Exhibit 10.31 to the Company’s 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. (Incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
10.29	Joint Defense Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. And Rugby IPD Corp +
*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)

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*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)
*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 (Incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
*10.36	Amendment No. 1 to Amended and Restated 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.36 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
*10.37	Form of Restricted Stock Agreement under the Company’s Amended and Restated 2001 Stock Incentive Plan (Incorporated by reference to Exhibit 10.37 to the Company’s Form 10-K/A (Amendment No. 1) filed with the Commission on August 8, 2005)
*10.38	EVA Incentive Compensation Plan (as amended effective January 1, 2004)
*10.39	Deferred Compensation 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  31.2	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 . 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 –Chief Financial Officer and Secretary

(Principal Accounting Officer)

Date: October 12, 2005

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EXHIBIT INDEX

The following exhibits are filed as part of this report:

10.29	Joint Defense Agreement dated January 19, 2005, between the Company and The Rugby Group Ltd. and Rugby IPD Corp +
*10.38	EVA Incentive Compensation Plan (as amended effective January 1, 2004)
*10.39	Deferred Compensation 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.

* 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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EX-10.29

EXHIBIT 10.29

JOINT DEFENSE AGREEMENT

THIS JOINT DEFENSE AGREEMENT (“Joint Defense Agreement”) is entered into as of this 19th 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

* An asterisk indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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 to settle and resolve their disputes regarding the Stanline Asbestos Claims by executing the Settlement Agreement (as defined herein) and this Joint Defense Agreement; and

WHEREAS, the Parties share a mutuality of interest in connection with the defense of the Future Stanline Asbestos Claims (as defined herein) and agree that it is in their best interest to cooperate in efforts to defend the Future Stanline Asbestos Claims; and

WHEREAS, the Parties recognize that the common interests of the Parties are best served by exchanging information; and

WHEREAS, even upon such exchange, such information is privileged from disclosure to adverse or other third parties as a result of the attorney-client privilege, the attorney work product doctrine, the work product doctrine, the joint defense privilege, the common interest doctrine and/or other privileges or immunities with respect to disclosure to third parties; and

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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WHEREAS, the Parties desire to further their common interests by establishing procedures for cooperation and the exchange and sharing of information between and among themselves; and

WHEREAS, it is the purpose of this Joint Defense Agreement to, inter alia, (i) protect the confidential and privileged nature of all exchanged information and (ii) ensure that the exchange and disclosure of information contemplated herein does not diminish in any way the confidentiality of the information and does not constitute a waiver of any privilege or protection;

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 Joint Defense 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.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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

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

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

(e) “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.

(f) “Defense Counsel” shall mean counsel selected by Huttig to defend any Claim subject to this Joint Defense Agreement.

(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 Joint Defense Agreement.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(j) “Joint Defense Account” shall mean the account established and maintained pursuant to, and in accordance with, Section 2 of this Joint Defense Agreement.

(k) “Joint Defense Agreement” shall have the meaning set forth in the first paragraph of this Joint Defense Agreement.

(l) “Joint Defense Materials” shall mean the confidential information relating to the defense of the Future Stanline Asbestos Claims described in Section 7 of this Joint Defense Agreement.

(m) “Joint Defense Fund” shall mean the money contributed by Rugby and Huttig to the Joint Defense Account, pursuant to, and in accordance with Section 2 of this Joint Defense Agreement.

(n) “*Cap” shall mean the cap amounting to a cumulative total contribution to the Joint Defense Fund of * applicable to each of Rugby and Huttig equally, excluding interest earned on any contributions.

(o) “Parties” shall have the meaning set forth in the first paragraph of this Joint Defense Agreement.

(p) “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.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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

(r) “Rugby” shall have the meaning set forth in the first paragraph of this Joint Defense Agreement.

(s) “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.

(t) “Rugby IPD” shall have the meaning set forth in the first paragraph of this Joint Defense Agreement.

(u) “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.

(v) “Settlement Agreement” shall mean the Settlement Agreement among the Parties executed simultaneously with this Joint Defense Agreement.

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

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

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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

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

2. Joint Defense Fund

(a) On or before the Settlement Date, Huttig shall open the Joint Defense Account, which shall be a segregated, interest-bearing account at a U.S. bank selected by Huttig and shall be established and maintained for the joint interest of Rugby and Huttig for the sole purpose of depositing, holding and disbursing the Joint Defense Fund subject to, and in accordance with, the terms of this Joint Defense Agreement. Huttig shall have sole signatory authority over the Joint Defense Account, which authority it shall exercise subject to, and in accordance with, this Joint Defense Agreement, and both Huttig and Rugby shall receive the monthly statements for the Joint Defense Account.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(b) In no event shall Rugby or Huttig be required to make any contribution to the Joint Defense Fund that would exceed the *Cap, except as otherwise provided in Section 5 below or unless this Settlement Agreement is modified in accordance with Section 28 hereof.

(c) On the Settlement Date, Rugby and Huttig shall each make an initial contribution of the sum of * to the Joint Defense Account to establish the initial balance of the Joint Defense Fund.

(d) If, at any time, the balance of the Joint Defense Fund drops below the sum of * or is insufficient to pay any Defense Costs that are due, Rugby and Huttig shall thereafter each make additional equal contributions to the Joint Defense Account to increase the balance of the Joint Defense Fund, as required, up to the sum of * or to any sum in excess of * that is required to pay any Defense Costs that are due, subject to the * Cap. If additional contributions are required to be made to the Joint Defense Account to increase the balance of the Joint Defense Fund, both Rugby and Huttig agree to make such contributions within ten (10) business days of receipt of written notice from Huttig to Rugby that the balance of the Joint Defense Fund has dropped below the sum of * or is insufficient to pay Defense Costs that are due, subject to the * Cap.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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3. Claims Subject to Joint Defense Agreement

This Joint Defense Agreement shall apply to all Future Stanline Asbestos Claims only and no other Claims, unless this Joint Defense Agreement is modified in accordance with Section 28 hereof, subject to the following, and in all events subject to Section 2(b) above:

(a) * Future Stanline Asbestos Claim * , Stanline, *, all Defense Costs for such Claim shall be charged to, and paid by, the Joint Defense Fund.

(b) * Future Stanline Asbestos Claim *, Stanline, all Defense Costs for such Claim shall be charged to, and paid, one-half by the Joint Defense Fund and one-half by the named Party, subject to the following exceptions:

(i) * Stanline, * Stanline, *, Stanline, then no portion of any subsequent Defense Costs for that Claim shall be charged to, and paid, by the Joint Defense Fund.

(ii) *, then all subsequent Defense Costs for that Claim shall be charged to, and paid by, the Joint Defense Fund, and the Joint Defense Fund shall reimburse the named Party for all prior Defense Costs charged to, and paid by, the named Party for the Claim.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(c) * Stanline, that Claim shall be excluded from the Joint Defense Agreement, subject to the following exceptions:

(i) * Stanline, * Stanline, then that Claim shall, at that time, be included in the Joint Defense Agreement, and all subsequent Defense Costs shall be charged to, and paid, by the Joint Defense Fund, and the Joint Defense Fund shall also reimburse the named Party for all prior Defense Costs charged to, and paid by, the Party for the Claim.

(ii) * Stanline, * Stanline, then one-half of all subsequent Defense Costs shall be charged to, and paid by, the Joint Defense Fund, and the Joint Defense Fund shall also reimburse the named Party for one-half of all prior Defense Costs for the Claim charged and paid by the Party.

(d) Notwithstanding the foregoing provisions, to the extent that a judgment is rendered *, the named Party shall be solely responsible to satisfy that judgment, and no portion of that judgment shall be charged to, or paid by, the Joint Defense Fund.

4. Payment of Defense Costs

The Joint Defense Fund shall pay all Defense Costs incurred for any Future Stanline Asbestos Claim in the following manner:

(a) The Joint Defense Fund shall be charged only with Defense Costs incurred in defending Future Stanline Asbestos Claims and not in connection with any other matter including, without limitation, defending or advising Huttig with respect to any issues that may arise between Huttig and Rugby under the Settlement Agreement and/or this Joint Defense Agreement.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(b) Huttig shall submit invoices for any Defense Costs incurred for any Future Stanline Asbestos Claim subject to this Joint Defense Agreement to Rugby. Such invoices shall include sufficient detail for Rugby to determine whether the Defense Costs are properly payable, and Huttig shall provide Rugby with any additional information that Rugby may reasonably request in order to make such determination.

(c) If no objection to an invoice is received by Huttig from Rugby within ten (10) business days after Huttig’s submission of the invoice, then Huttig shall pay the invoice thereafter from the Joint Defense Fund.

(d) If an objection to an invoice or a portion of an invoice is received by Huttig from Rugby within ten (10) business days after Huttig’s submission of the invoice to Rugby, then Huttig shall not pay the amount of the objected to portion of the invoice from the Joint Defense Fund until it receives written instructions from Rugby, or an arbitration award issued pursuant to Section 24 hereof determines that some or all of the objected portion of the invoice should be paid. If such objection is not resolved by the Parties within thirty (30) days of the date of the objection, then Rugby shall commence arbitration pursuant to Section 24 within forty (40) days of the date of the objection unless the Parties agree in

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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writing to extend the time for Rugby to commence the arbitration. If Rugby fails to commence the arbitration within forty (40) days of the date of the objection and the Parties do not agree in writing to extend the time for Rugby to commence the arbitration, then Rugby will be deemed to have waived its objection to the invoice and Huttig shall pay the invoice thereafter from the Joint Defense Fund.

5. Control of Defense

The Parties agree that Huttig shall have responsibility for the defense of any Future Stanline Asbestos Claims subject to this Joint Defense Agreement, including the right to choose Defense Counsel and to direct the day-to-day defense of any such Claims, subject to and in accordance with the following:

(a) Any Defense Counsel engaged to defend Future Stanline Asbestos Claims under this Joint Defense Agreement will have an attorney-client relationship with Huttig but not with Rugby or Rugby IPD.

(b) Rugby and/or Rugby IPD may engage counsel to act on their behalf and at their expense in connection with any Future Stanline Asbestos Claim.

(c) Huttig shall provide Rugby with written notice of any Claim asserted against Huttig in the future that Huttig believes is or may be a Future Stanline Asbestos Claim subject to this Joint Defense Agreement. Defense Counsel shall provide Huttig and Rugby, or their respective counsel, with information or documents regarding any such Future Stanline Asbestos Claim as may be reasonably requested.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(d) Huttig may settle any Future Stanline Asbestos Claim in any amount Huttig reasonably believes to be appropriate. However, Rugby shall not be responsible for the payment of its share of the amount of any settlement or judgment, which, when aggregated with Rugby’s share of other Defense Costs, would exceed the * Cap, unless Rugby expressly consents thereto. In the event that Huttig requests that Rugby pay any such amount that would exceed the * Cap, Rugby may, at its option: (i) consent to such settlement or judgment, in which event the entire amount of the settlement or judgment shall be charged to and paid by the Joint Defense Fund with each of Rugby and Huttig contributing their respective shares notwithstanding that such contributions would exceed the * Cap, and, having made such contributions, each of Rugby and Huttig shall have the right to terminate this Joint Defense Agreement pursuant to Section 13(a) hereof or (ii) reject such settlement or judgment, in which event Huttig may nonetheless accept such settlement or judgment and the entire amount of the settlement or judgment shall be charged to and paid by the Joint Defense Fund with each of Rugby and Huttig contributing their respective shares up to the * Cap, Huttig paying the remainder of the settlement or judgment, and both Rugby and Huttig having the right to terminate this Joint Defense Agreement pursuant to Section 13 hereof.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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6. Cooperation

The Parties shall cooperate in efforts to defend the Future Stanline Asbestos Claims, which cooperation includes, but is not limited to, providing information, documents and/or testimony if Defense Counsel deems it necessary.

7. Joint Defense Materials

The Parties and Defense Counsel may from time to time share certain confidential information relating to the defense of the Future Stanline Asbestos Claims (the “Joint Defense Materials”). Joint Defense Materials may include, but are not limited to, factual material, mental impressions, conclusions, opinions, legal theories, documents, memoranda, notes, data and reports prepared by consultants, experts or investigators acting on behalf of counsel, strategies, client confidences, witness interview summaries and investigative reports which would otherwise be protected from disclosure to third parties by virtue of the joint defense, common interest, attorney-client and/or work-product privileges. The Parties further agree that: (a) Joint Defense Materials exchanged or disclosed may contain confidential and privileged communications; (b) Joint Defense Materials exchanged or disclosed may contain attorney work-product; and (c) Joint Defense Materials will be used by the Parties solely for the purpose of jointly defending the Future Stanline Asbestos Claims.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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8. Confidentiality of Joint Defense Materials

The exchanges and disclosures of Joint Defense Materials contemplated herein do not diminish in any way the confidentiality of the Joint Defense Materials and do not constitute a waiver of any privilege that the Joint Defense Materials would have if maintained in each of the Parties’ respective possessions. To this end, it is understood and agreed to by the Parties that any Joint Defense Materials exchanged between them will remain confidential and shall be protected from disclosure to any third party except as expressly provided herein. The privileges and protections of this Joint Defense Agreement may not be waived by any Party without the prior written consent of the other Parties.

9. No Waiver of Privileges

The exchange or disclosure of any information under this Joint Defense Agreement of Joint Defense Materials that are otherwise protected against discovery or disclosure as a result of the joint defense, attorney-client, attorney work-product, common interest, and/or other applicable rights or privileges is not intended to and will not waive any applicable rights or privileges or protection from disclosure. Further, the Parties agree that if any Renewed Litigation occurs, they will not assert that this Joint Defense Agreement or the exchange or disclosure of any information under this Joint Defense Agreement waived any applicable rights or privileges or protection from disclosure or the attorney-client privilege between or among the Parties and Defense Counsel.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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10. Applicability to All Joint Communications

This Joint Defense Agreement shall apply to any and all joint conferences or communications, whether written or oral, conducted by, between or among the Parties, or by, between or among the Parties and Defense Counsel, in connection with the defense of Future Stanline Asbestos Claims, and to all communications, whether written or oral, made by, between or among the Parties, or by, between or among the Parties and Defense Counsel, arising from, or in connection with, the joint defense of Future Stanline Asbestos Claims.

11. No Disclosure of Joint Defense Materials

Except as provided herein, the Parties shall not furnish or disclose any Joint Defense Materials that are privileged or otherwise protected from discovery in any Future Stanline Asbestos Claim to any third party without the prior written consent of the other Parties or pursuant to court order. Joint Defense Materials may be disclosed to agents and employees of the Parties, and their counsel, including investigators or consultants engaged for defense purposes, provided those persons shall be advised in advance of this Joint Defense Agreement and shall agree to abide by its terms. The requirements of this paragraph shall survive termination of this Joint Defense Agreement.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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12. Third-Party Demands for Disclosure of Joint Defense Materials

If a third party requests or demands, by subpoena or otherwise, in any proceeding that a Party disclose or produce any Joint Defense Materials that are privileged or otherwise protected from discovery, the Party receiving the request shall immediately notify the other Parties and give the other Parties an opportunity to respond to such notice before taking any action or making any decision in connection with such request or subpoena. The Party which receives the request or subpoena shall undertake all necessary action to protect the disclosure of Joint Defense Materials and all applicable rights and privileges with regard to this Joint Defense Agreement. The Party receiving the request shall also object to the request and shall assert all applicable rights and privileges with regard to this Joint Defense Agreement. The Party receiving the request shall not produce documents or information in response to the request unless or until directed to do so by an order of court or authorized in writing by the other Parties. The requirements of this paragraph shall survive termination of this Joint Defense Agreement.

13. Termination for Cause

(a) Either Rugby or Huttig may terminate this Joint Defense Agreement if (i) the cumulative total that it has contributed to the Joint Defense Fund equals or exceeds the * Cap, or (ii) if Rugby rejects a settlement or judgment pursuant to Section 5(d) hereof.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(b) Any termination under this Section is effective sixty (60) days after receipt of written notice of the intent to terminate. During that sixty (60) day period, (i) the Joint Defense Agreement continues in effect, except that Rugby shall not be required to make any contribution to the Joint Defense Fund that would exceed the * Cap, and (ii) the Parties are required to negotiate in good faith regarding the extension or modification of the existing Joint Defense Agreement or the rescission of the written notice of the intent to terminate.

14. Effect of Termination for Cause

In the event that the Joint Defense Agreement is terminated for cause pursuant to Section 13 of this Joint Defense Agreement, the following shall occur on the effective date of the termination:

(a) The Settlement Agreement shall be deemed to be rescinded and the Parties shall have the right to institute Renewed Litigation subject to, and in accordance with, the provisions of Section 6 of the Settlement Agreement.

(b) All of the Parties’ duties and obligations under this Joint Defense Agreement, including, without limitation, to contribute any further sums to the Joint Defense Fund, shall terminate, except for those expressly intended to survive termination.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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(c) Huttig shall cause Rugby’s and Huttig’s respective shares of the balance of the Joint Defense Account, including interest, calculated as of the effective date of the termination, to be returned to Rugby and Huttig.

15. Term

This Joint Defense Agreement shall have a term of ten (10) years from and after the Settlement Date unless (i) a termination for cause becomes effective under Section 13 hereof or (ii) the Parties agree to shorten or extend the term in accordance with Section 28 hereof. Upon expiration of the term:

(a) All of the Parties’ rights and duties under this Joint Defense Agreement, including, without limitation, to contribute any further sums to the Joint Defense Fund, shall terminate, except for those expressly intended to survive termination.

(b) Huttig shall cause Rugby’s and Huttig’s respective shares of the balance of the Joint Defense Account, including interest, calculated as of the date of the expiration of the term, to be returned to Rugby and Huttig.

16. No Conflict of Interest

The Parties acknowledge and agree that their interests in the Pending Litigation and any Renewed Litigation are adverse. The Parties also acknowledge and agree that Huttig is represented by Kirkpatrick & Lockhart LLP and Post Kirby Noonan & Sweat LLP, and that Rugby and Rugby IPD are represented by

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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Baker & McKenzie in the Pending Litigation. The Parties and their counsel expressly and unconditionally waive any right to seek the disqualification of such counsel based upon a disclosure or exchange of any Joint Defense Materials or any other actions taken pursuant to this Joint Defense Agreement.

17. 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 Joint Defense Agreement, and this Joint Defense 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 received independent advice from its lawyers with respect to the advisability of executing this Joint Defense Agreement.

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

18. 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 Joint Defense Agreement, and this Joint Defense Agreement has

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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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 received independent advice from its lawyers with respect to the advisability of executing this Joint Defense Agreement.

(c) 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.

19. 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 Joint Defense Agreement, and this Joint Defense 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 received independent advice from its lawyers with respect to the advisability of executing this Settlement Agreement.

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

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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20. 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 17 hereof or (ii) any covenant to be performed by Rugby under this Joint Defense 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 18 hereof or (ii) any covenant to be performed by Rugby IPD under this Joint Defense 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 19 hereof or (ii) any covenant to be performed by Huttig under this Joint Defense Agreement.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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21. 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 Joint Defense Agreement, neither specifically nor in general, qualitative or descriptive terms or in terms that state or suggest that the Joint Defense Agreement is favorable to any of the Parties, and agree that the only comment with respect to this Joint Defense Agreement shall be that the Joint Defense Agreement was entered into pursuant to the Settlement Agreement, except that this shall not preclude any of the Parties from disclosing information about the Joint Defense Agreement as needed (i) to its affiliated entities or its accountants, (ii) in connection with reports or filings with governmental agencies, or financial or tax reporting or the enforcement of this Joint Defense 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.

22. No Third Party Beneficiaries

The Parties expressly disavow any intention to create rights in any third parties and this Joint Defense Agreement shall not be construed to create any such rights.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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23. Governing Law

This Joint Defense 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.

24. Dispute Resolution

(a) Except as provided in Subsection (b) below, any dispute arising out of or relating to this Joint Defense Agreement, including, but not limited to, whether a Claim is a Future Stanline Asbestos Claim 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, Esquire 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. The costs of the arbitration shall be paid equally by both parties, except the arbitrator shall have the authority to apportion costs in favor of the prevailing party in his or her discretion.

(b) Any dispute pertaining only to the payment of Defense Costs pursuant to Section 4(d) above and to no other matter 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 an arbitrator appointed

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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in accordance with the International Arbitration Rules of the American Arbitration Association. The place of the arbitration shall be Los Angeles, California. The costs of the arbitration shall be paid equally by both parties, except the arbitrator shall have the authority to apportion costs in favor of the prevailing party in his or her discretion.

25. Successors and Assigns

This Joint Defense 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 Joint Defense 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 Joint Defense Agreement, nothing in this Joint Defense 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 Joint Defense Agreement.

26. Entire Agreement

This Joint Defense Agreement and the Settlement 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 Future Stanline Asbestos Claims and supersedes any prior discussions, agreements or understandings, and

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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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 Joint Defense Agreement.

27. Counterparts and Facsimile Signatures

This Joint Defense 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.

28. Modification or Waiver

The provisions of this Joint Defense Agreement, including this Section 28, 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 Joint Defense Agreement shall apply to any other portion of this Joint Defense 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 Joint Defense Agreement.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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29. Construction or Interpretation

This Joint Defense 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.

30. Expenses

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

31. Notices

Any and all notices or other communications required or permitted under this Joint Defense 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

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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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

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:

Stephanie R. Derby, Esq.

Andrew B. Turk, Esq.

Jennings, Strouss & Salmon, P.L.C.

The Collier Center, 11th Floor

201 East Washington Street

Phoenix, Arizona 85004-2385

Facsimile No.: 602/495-2660

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

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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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.

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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IN WITNESS WHEREOF, each of the Parties, by its duly authorized officer, has executed this Joint Defense 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/ Andrew Sheir
By:	Andrew Sheir
Its:	President
Huttig Building Products, Inc.
/s/ Nick H. Varsam
By:	Nick H. Varsam
Its:	Vice President – General Counsel

* Material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

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EX-10.38

Exhibit 10.38

HUTTIG BUILDING PRODUCTS, INC.

EVA INCENTIVE COMPENSATION PLAN

As Amended Effective January 1, 2004

1. Purpose.

Huttig Building Products, Inc., a Delaware corporation (the “Company”), has adopted an annual incentive compensation program based on the principles of Economic Value Added (“EVA”) throughout the Company. The purpose of the EVA approach is to maximize stockholder value by aligning management’s interests with those of stockholders and rewarding management for sustainable and continuous improvement in the business being managed.

The Company has created this EVA Incentive Compensation Plan (the “Plan”) for certain executive officers of the Company subject to the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and designated general managers and regional managers of the Company and its subsidiaries (collectively, the “Participants” and individually, the “Participant”). The Plan is intended to satisfy the specific requirements of Section 162(m) of the Code, as outlined in regulations issued by the Internal Revenue Service. The Plan was originally effective December 16, 1999 (the “Initial Effective Date”), and was previously amended and restated effective December 3, 2001. This document is an amendment and restatement of the Plan effective January 1, 2004 (the “Amended Effective Date”), and shall apply to the EVA awards for fiscal year 2003 and to all periods thereafter. With respect to any period prior to the Amended Effective Date, the Plan shall be administered in accordance with the Plan document as in effect with respect to such period. This Plan is intended to be, and shall be operated as, a successor to Crane Co.’s EVA Incentive Compensation Plan (the “Prior Plan”) with respect to the participation of employees of the Company who were participating in the Prior Plan prior to the Initial Effective Date.

2. Administration.

The Plan will be administered by the Management Organization and Compensation Committee of the Board of Directors (the “Committee”). The Committee’s decisions in the administration of the Plan shall be final and binding on all parties. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to designate the employees eligible to participate in the Plan, to establish and adjust any EVA formula or calculation as provided in Sections 3 and 4, to impose such conditions and restrictions on awards under the Plan as it determines appropriate, and to take such steps in connection with the Plan and awards made under the Plan as it may deem necessary or advisable. The Committee may employ attorneys, consultants, accountants or other persons and the Committee and the Company and its officers and directors shall be entitled to rely upon the

advice, opinions or valuations of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company. No Committee member shall receive compensation with respect to his or her services for the Committee except as may be authorized by the Board. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all employees who have received awards, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to this Plan or awards made hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

3. Definition of EVA and Description of Formulae.

EVA is defined as the difference between the return on total capital invested in the business and the cost of capital, multiplied by total capital employed (“EVA Calculation”). The Plan will be formula driven. The primary EVA formula shall be for the Company as a whole but particular EVA formulas may be tailored by the Committee to the size and unique characteristics of the business unit or units for which a specific executive is responsible. The key elements of the EVA formula applicable to any executive will be the Cost of Capital (generally the cost of capital to the Company), the Return on Capital, the Amount of Capital employed in the business unit, the net operating profit of the unit after tax, and the prior year’s EVA. Awards will be calculated on the basis of year-end results.

Formulas may utilize both a percentage of the change in the EVA of the Company or a business unit from the prior year, whether positive or negative, plus a percentage of the positive EVA, if any, in the current year; the EVA award may be calculated for the entire Company or an entire business unit and an executive may receive a percentage of a unit’s EVA award. When an executive is responsible for more than one business unit, a formula may be based on a percentage of the aggregate EVA, positive or negative, of the units reporting to the executive or unit. The Committee has the discretion and authority to develop other EVA based formulae or goals for utilization pursuant to this Plan in future years. In any instance in which an executive participates in a unit EVA award in which a group of employees participates, the executive’s percentage of the unit’s EVA award will be specified.

4. Procedure.

Before the beginning of each fiscal year, the Committee will establish and set forth in writing the EVA formula applicable to each Participant for that year (including the percentage of any business unit EVA award in which he or she may participate). The Committee will retain discretion to revise formulas or a Participant’s percentage participation in any unit EVA award if the Committee deems it appropriate as circumstances develop during the year; provided, however, in the case of an executive officer who is subject to the limitations of Section 162(m) of the Code, such revision may only have a negative effect on the amount of such executive officer’s award for the year. As soon as is reasonably practicable after the year ends, the Committee will review the EVA calculation, calculate the EVA award for each Participant pursuant to the formula established at the beginning of the year (revised downward if the

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Committee so determines), and certify the EVA incentive compensation award for each Participant to the Board of Directors; provided, however, that no EVA award with respect to any executive officer who is subject to the limitations of Section 162(m) of the Code may exceed $2,000,000 for any particular year.

5. Payment of EVA Awards.

a. Annual Payout if EVA Award is Positive. If a Participant’s EVA award for a fiscal year is positive, then fifty percent (50%) of such EVA award for a fiscal year shall be paid in cash to the Participant as promptly as practicable after the EVA award is determined. The balance of such EVA award shall be deferred and paid in accordance with Section 5.b.

b. Deferred Payouts. The balance of each year’s EVA award not paid out in accordance with Section 5.a. shall be deferred, with interest at an appropriate money market rate, and shall be payable in two equal installments on (or as soon as practicable after) the date of the annual payout pursuant to Section 5.a. in the next two consecutive years; provided, however, that such deferred amounts shall be subject to reduction in accordance with Section 5.c.

c. If EVA Award is Negative. If a Participant’s EVA award for a fiscal year is negative, the Participant shall be entitled to no annual payout under Section 5.a., and such negative EVA award shall reduce, on a dollar-for-dollar basis, but not below zero, any deferred but as yet unpaid balances described in Section 5.b., such reduction to be applied to such deferred amounts in order from the earliest to the latest to be paid.

d. Elimination of Prior Bank Accounts. All Participant negative “bank accounts” established under the Plan prior to the Amended Effective Date shall be eliminated as of the Amended Effective Date and shall have no effect on the calculations set forth in Sections 5.a., b. and c. above. All Participant positive “bank accounts established under the Plan prior to the Amended Effective Date shall be payable in accordance with Section 5.b. above, with the first installment payable in 2004 and the second installment payable in 2005, and subject to reduction in accordance with Section 5.c. above.

EXAMPLE: Participant earned an EVA award of $25,000 for fiscal year 2003. In early 2004, as soon as practicable after the 2003 EVA award is determined, Participant will receive an annual payout pursuant to Section 5.a. of $12,500 (50% of $25,000). The balance of $12,500 will be deferred with interest at an appropriate money market rate with $6,250 (one-half of $12,500), plus interest, being due in early 2005 and early 2006 as of the annual payout date for the prior year award (these amounts are, however, subject to reduction as a result of any future negative EVA awards, as described below). For fiscal year 2004, Participant earned an EVA award of $30,000. In early 2005, as soon as practicable after the 2004 EVA award is determined, Participant will receive an annual payout pursuant to Section 5.a. of $15,000 (50% of $30,000) as well as the first

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installment of the deferred portion of the 2003 EVA award ($6,250 plus interest). The balance of the 2004 EVA award of $15,000 will be deferred with interest at an appropriate money market rate with $7,500 (one-half of $15,000), plus interest, being due in early 2006 and early 2007 as of the annual payout date for the prior year award (these amounts are, however, subject to reduction as a result of any future negative EVA awards, as described below). For fiscal year 2005, Participant earned an EVA award of negative $15,000. Participant would receive no annual payout with respect to his or her 2005 award. The negative award would be applied to offset payments deferred from the 2003 and 2004 awards, starting with the second installment of the deferred payout from the 2003 award that would have otherwise been paid in early 2006 (the first installment of the 2003 award would have already been paid in early 2005) and continuing with each successive deferred payment due until the entire negative $15,000 is used up.

6. Treatment of Participants’ Deferred Payouts Upon Termination of Employment or Other Events.

a. General. If a Participant leaves the Company by reason of termination or resignation or ceases to be eligible to participate in the Plan, any deferred payouts not yet paid to the Participant will be treated as follows:

EVENT	DISPOSITION OF DEFERRED PAYOUTS
•      Terminate/quit	Lose deferred amounts and accrued interest
•      Removed from plan/demotion	Deferred amounts and accrued interest paid as previously scheduled
•      Unit sold by Huttig	Receive deferred amounts and accrued interest in cash
•      Normal retirement at age 65/death/disability	Receive deferred amounts and accrued interest in cash
•      Unit spun off	No payout; deferred amounts and accrued interest continued with spun off company
•      Huttig acquired	Receive deferred amounts and accrued interest in cash
•      Transfer to another business unit	Deferred amounts and accrued interest transfer with executive

b. Acceleration of Distribution. The Participant’s entire deferred balance will become payable upon normal retirement (age 65), death, or disability, or a change-in-control. (The Committee will retain the discretion to pay the entire deferred balance upon early retirement.)

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c. Definition of Change in Control. For purposes of the Plan, the term “change in control” means (i) the first purchase of shares pursuant to a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) for all or part of the Company’s Common Stock or any securities convertible into such Common Stock, (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the “beneficial owner” (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of 20% or more of the Company’s Common Stock calculated as provided in paragraph (d) of said Rule 13d-3, (iii) the date of approval by stockholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock of the Company immediately prior to the merger would have the same proportion of ownership of Common Stock of the surviving corporation immediately after the merger, (iv) the date of the approval by stockholders of the Company of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company or (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company or (vi) individuals who, as of the Initial Effective Date, constituted the Board of Directors of the Company (the “Board”) generally and as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board.

d. Tax Gross-Up. If it is determined that any payment under this Plan by the Company to a Participant by reason of a change-in-control is subject to the excise tax imposed by Section 4999 of the Code, the Company shall make additional cash payments to the Participant such that after payment of all taxes including any excise tax imposed on such payments, the Participant will retain an amount equal to the excise tax on all the payments.

7. Plan Amendment and Termination.

The Board of Directors may modify, suspend or terminate the Plan at any time.

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EX-10.39

Exhibit 10.39

HUTTIG BUILDING PRODUCTS, INC.

DEFERRED COMPENSATION PLAN

ARTICLE I

INTRODUCTION

1.1. Adoption and Purpose of the Plan. Upon the recommendation of the Organization and Compensation Committee of its Board of Directors, the Company has adopted the Huttig Building Products, Inc. Deferred Compensation Plan, effective as of January 1, 2002. The purpose of the Plan is to attract and retain competent management and other highly compensated employees by offering Eligible Employees flexible compensation opportunities, including:

• allowing Participants to defer current pretax income and earn a tax-deferred rate of return on their deferred compensation in order to save for retirement and for shorter periods of time for purposes other than retirement; and

• replacing matching contributions from the Company that are not available under limitations on Participants’ deferrals under Huttig’s 401(k) Plan.

The Plan shall not constitute a “qualified plan” subject to the limitations of Section 401(a) of the Code, nor shall it constitute a “funded plan,” for purposes of such requirements. The Plan shall be exempt from the participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded plans which are unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions. The following words and phrases shall have the meaning set forth below, unless a different meaning is required by the context in which the word or phrase is used.

(a) Account shall mean one or more bookkeeping accounts, established in accordance with Article IV hereof, to which a Participant’s Deferred Compensation and any Matching Contributions are credited, together with any earnings thereon.

(b) Affiliate shall mean (i) a corporation that is a member of a controlled group of corporations (as determined pursuant to Section 414(b) of the Code) which includes the Company and (ii) a trade or business (whether or not incorporated) which is under common control (as determined pursuant to Section 414(c) of the Code) of the Company.

(c) Beneficiary shall mean the person or persons designated by the Participant in a written instrument filed with the Committee to receive payment of the Participant’s Account upon the death of the Participant.

(d) Board shall mean the Board of Directors of the Company.

(e) Claimant shall have the meaning set forth in Section 8.3 hereof.

(f) Code shall mean the Internal Revenue Code of 1986, as amended.

(g) Committee shall mean the individual or individuals designated by the Company to administer the Plan in accordance with Article VIII hereof. If at any time no Committee shall be in office, the functions of the Committee specified in the Plan shall be exercised by the Board.

(h) Common Stock shall mean the Common Stock, par value $.01 per share, of the Company.

(i) Company shall mean Huttig Building Products, Inc., a Delaware corporation, and any Affiliate, unless the context requires otherwise.

(j) Compensation shall, for any period, mean such amount as the Committee may designate (which may be different amounts for different purposes under the Plan) and determine to be properly deferrable under the Plan.

(k) Deferral Election shall mean the agreement between the Company and an Eligible Employee pursuant to which the Eligible Employee consents to participation and the deferral of Compensation hereunder, and designates the amount of Compensation to be deferred.

(l) Deferral Election Deadline shall mean the date the Committee designates by Rule as the last date an Eligible Employee may file a Deferral Election with the Committee for the next succeeding Plan Year or such period as the Committee may designate.

(m) Deferred Compensation shall mean the Compensation elected by the Participant to be deferred pursuant to the Plan.

(n) Eligible Employee shall mean an Employee of the Company whom the Committee designates as eligible to participate in the Plan. Notwithstanding the foregoing, the Committee shall permit only a select group of management or highly compensated employees to be Eligible Employees.

(o) Employee shall mean any person employed as an employee by the Company and on the payroll of the Company. If a person’s status as an employee is redetermined retroactively, such redetermination shall not affect participation in the Plan prior to the redetermination.

(p) ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

(q) Fair Market Value of a share of Common Stock shall mean the fair value thereof, determined under such Rules as the Committee may establish. Unless the Committee

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so establishes a different meaning, Fair Market Value of a share of Common Stock shall mean as of a particular date, (i) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (ii) if shares of Common Stock are not so listed but are quoted on the Nasdaq National Market, the closing sales price per share of Common Stock reported by the Nasdaq National Market on that date, or, if there shall have been no such sales reported on that date, on the last preceding date on which such a sale was so reported or (iii) if the Common Stock is not so listed or quoted but is traded in the over-the-counter market, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the Nasdaq Stock Market, or, if not reported by the Nasdaq Stock Market, by the National Quotations Bureau Incorporated.

(r) Funds shall mean one or more of the mutual funds, investment portfolios or contracts selected by the Committee.

(s) Huttig 401(k) Plan shall mean the Huttig Building Products, Inc. Savings and Profit Sharing Plan, effective as of December 16, 1999, as the same may be amended from time to time and intended to constitute a cash or deferred plan in accordance with the provisions of Section 401(k) of the Code.

(t) Participant shall mean each Eligible Employee who has properly completed and filed a Deferral Election with the Committee.

(u) Permanent Disability shall have the meaning given to such term in the Huttig 401(k) Plan.

(v) Plan shall mean this Huttig Building Products, Inc. Deferred Compensation Plan, as amended from time to time.

(w) Plan Year shall mean the period beginning January 1, 2002 and ending December 31, 2002, and thereafter the calendar year or such other period as the Committee may designate by Rule.

(x) Pre-retirement Account shall mean the Account or Accounts to which a Participant elects to contribute Deferred Compensation and from which, pursuant to Section 5.1, distributions are made.

(y) Retirement shall mean a Participant’s termination of employment with the Company on or after age 55.

(z) Retirement Account shall mean the Account to which a Participant elects to contribute Deferred Compensation and to which Company matching contributions are made, and from which, pursuant to Section 5.1, distributions are made.

(aa) Rule shall mean a determination, regulation, standard, or rule of general applicability made by the Committee or the Board.

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2.2 Construction. If any provision of the Plan or any Rule is determined to be for any reason invalid or unenforceable, the remaining provisions of the Plan and the remaining Rules shall continue in full force and effect. All of the provisions of the Plan and the Rules hereunder shall be construed and enforced in accordance with the laws of the State of Delaware (other than its laws regarding choice of laws) and shall be administered according to the laws of such state, except as otherwise required by ERISA, the Code or other applicable federal law. The masculine gender, where appearing in the Plan or the Rules, shall include the feminine gender, and vice versa. The terms “delivered to the Committee” and “filed with the Committee,” as used in the Plan or the Rules, shall include, respectively, delivery to and filing with a person or persons designated by the Committee for the disbursement and the receipt of administrative forms. Headings and subheadings in the Plan or the Rules are for the purpose of reference only and are not to be considered in the construction of the Plan or the Rules.

ARTICLE III

PARTICIPATION AND VESTING

3.1 Eligibility and Participation. An Eligible Employee who properly completes and files with the Committee a Deferral Election pursuant to which a portion of his Compensation is deferred under the Plan shall become a Participant. A Participant shall remain a Participant with respect to his existing Account until his entire Account under the Plan is extinguished, through distribution or otherwise; provided, however, that a Participant’s Deferral Election shall be effective for only the Plan Year for which it was filed and shall expire on the last day of such Plan Year for which the Participant is not an Eligible Employee.

3.2 Ceasing to be an Eligible Employee. Status as an Eligible Employee will be re-determined from time to time, at least annually. If an Eligible Employee desires to participate during the next succeeding Plan Year, he must file a new Deferral Election for such Plan Year by the Deferral Election Deadline. If an individual ceases for any reason to be an Eligible Employee, through termination of employment or otherwise, his Deferral Election shall forthwith terminate, and he shall not again become eligible to make a Deferral Election until he again becomes an Eligible Employee.

3.3 Vesting. A Participant shall be 100% vested at all times in his Account balances representing Deferred Compensation and earnings, interest and losses thereon. A Participant shall become vested in his Account balances representing Company matching contributions that may be credited to a Participant’s account under Section 4.4 hereof in accordance with the following schedule:

Years of Service	Vested Interest
Less than 1 year	None
1 year but fewer than 2	20	%
2 years but fewer than 3	40	%
3 years but fewer than 4	60	%
4 years but fewer than 5	80	%
5 years or more	100	%

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Years of service for vesting purposes hereunder shall be determined in accordance with the provisions of the Huttig 401(k) Plan. However, a Participant will become 100% vested, regardless of years of service, if he suffers a Permanent Disability, reaches age 65, or dies while actively employed.

ARTICLE IV

DEFERRAL ELECTIONS, CREDITING OF ACCOUNTS, COMPANY CONTRIBUTIONS

4.1 Deferral Elections. Each Eligible Employee shall be provided an opportunity to make a Deferral Election with respect to such portion of his Compensation as the Committee designates by Rule. The Committee may require or permit separate Deferral Elections to be made with respect to different elements of Compensation, and may provide that Deferral Elections shall be subject to minimum and maximum limitations on the amount deferred; provided, however, that a Participant may not defer more than fifty percent (50%) of his salary, commission or bonus for any Play Year. Deferral Elections for a Plan Year shall be filed with the Committee no earlier than the date permitted by the Committee, and no later than the Deferral Election Deadline. Deferral Elections for a Plan Year shall become irrevocable at such time as the Committee may designate by Rule. A Participant may elect to terminate his Deferral Election and discontinue all deferrals for the remainder of the Play Year by submitting such instruction in writing to the Committee and such instruction shall take effect in accordance with Rules established by the Committee. Unless the Committee determines otherwise, a Participant’s Deferral Election shall automatically terminate upon the earlier to occur of (i) the end of the Plan Year for which it was filed, (iii) his termination of employment, or (iii) the date on which the Participant begins to receive payments under the Company’s long-term disability plan then in effect. The Committee shall determine the form and manner of filing the Deferral Election and any instruction to terminate the same, which shall be by such means as the Committee shall require or permit, including, but not limited to traditional writing or electronic means.

4.2 Participant Accounts. Pursuant to each Participant’s Deferral Election, there shall be established a Retirement Account and up to four Pre-retirement Accounts, as designated by the Participant, to which there shall be credited any Deferred Compensation. The amounts deferred in accordance with the Participant’s Deferral Election shall be credited to the Participant’s Account(s) on the regular compensation payment dates that such amounts would otherwise have been paid as current cash compensation had there been no deferral. Subject to limitations applicable to Account balances invested in Common Stock as may be determined by the Committee, Participants may be able to rebalance their accumulated Account balances among the Funds available for deferral of Compensation under the Plan. Establishment and maintenance of Accounts hereunder shall not be construed as giving any person any interest in assets of the Company, or a right to payment other than as provided hereunder. An Account shall be maintained until all amounts credited to such Account have been withdrawn, distributed, forfeited, or otherwise extinguished in accordance with the terms and provisions of this Plan.

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4.3 Hypothetical Investments; Rates of Return. Each Participant’s Account shall be credited with a number of hypothetical shares of one or more Funds made available by the Committee and elected by the Participant in his Deferral Election with regard to his Deferred Compensation. The number of such hypothetical shares shall be determined by dividing the cash amount directed to each Fund by the net asset value of such Fund. Earnings and/or losses on Account balances shall be determined as though such balances had actually been invested in the Funds selected by the Participant, on the basis of actual earnings or losses of those Funds, whether or not the Company invests any assets in any actual investment funds. The Committee may approve, as a hypothetical investment option for a Participant’s Deferred Compensation, shares of Common Stock, and credits for all Company matching contributions shall be deemed to be invested, in shares of Common Stock. The number of such shares shall be determined by dividing the amount of the Participant’s Deferred Compensation and/or the Company’s matching contribution invested or credited in Common Stock by the Fair Market Value of the Common Stock on the date such Deferred Compensation or matching contributions are credited to his Account.

4.4 Company Contributions. The Company shall credit each Participant’s Retirement Account with a matching contribution equal to (a) 50% of the Participant’s Deferred Compensation (regardless of whether such Deferred Compensation is credited to his Retirement Account or to his Pre-retirement Account), up to a maximum of 3% of such Participant’s total Compensation, less (b) the Matching Contributions (as such term is defined in the Huttig 401(k) Plan) credited to the Participant under the Huttig 401(k) Plan. Account balances representing Company matching contributions credited under the Plan may not be transferred into any other Funds available under the Plan, except that a Qualified Participant (as such term is defined in the Huttig 401(k) Plan) shall be permitted to reallocate twenty-five percent (25%) of his Account balance representing Company matching contributions, to the extent such percentage exceeds the amount transferred or distributed pursuant to a prior election under this Section, within ninety (90) days after the last day of each Plan Year during the Participant’s Qualified Election Period (as such term is defined in the Huttig 401(k) Plan). Within ninety (90) days after the close of the last Plan Year in the Participant’s Qualified Election Period, fifty percent (50%) shall be substituted for the twenty-five percent (25%) figure in the preceding sentence. The Participant’s direction shall be provided to the Committee in writing and shall be effective no later than one-hundred and eighty (180) days after the close of the Plan Year to which the direction applies. The amount transferred pursuant to a Qualified Participant’s election shall be invested in accordance with the Participant’s election no later than ninety (90) days after the last day of the period during which the election can be made.

4.5. Excess Deferrals Under Huttig 401(k) Plan. The Committee, at its discretion, may allow for the deferral under the Plan of any excess of the amount of a Participant’s elected deferral under the Huttig 401(k) Plan over the maximum actual deferral permitted thereunder.

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ARTICLE V

DISTRIBUTION OF BENEFITS

5.1 Time and Form of Distribution. As specified on his Deferral Election, a Participant shall elect the timing and form of distribution of his Account, subject to such limitations and exceptions as the Committee may, by Rule, require or permit. The Committee may, by Rule, change the timing and forms of payment available hereunder.

5.2 Changes in Distribution Options. A Participant may change the previously elected form of distribution only upon such terms and conditions as the Committee may establish by Rule.

5.3 Early Distributions. The Committee, in its sole discretion and upon application of a Participant and a showing of “good cause” (as defined by Rule adopted by the Committee), may direct premature distribution of part or all of a Participant’s vested Account balances either during employment or after employment terminates, on such basis and with such penalties as the Committee may require.

5.4 Committee Discretion to Distribute. The Committee may establish Rules requiring distribution of all or any part of a Participant’s Account to be made earlier or later than the time elected by the Participant pursuant to Section 5.1, 5.2, or 5.3.

5.5 Form of Payment. All benefits under the Plan shall be paid by negotiable check or other cash equivalent from the trust (if any) or other general funds of the Company, or, if the Committee so designates, in the form of a fully paid insurance or annuity contract or, subject to the limitations of Section 11.1. in shares of Common Stock, valued at their Fair Market Value at the time of payment.

5.6. Death of a Participant. In the event of the death of a Participant prior to distribution of all amounts otherwise payable to the Participant hereunder, the Participant’s Beneficiary or Beneficiaries shall be entitled to distribution of all vested amounts credited to the Participant’s Account(s), in such form and at such time(s) as the Committee may designate by Rule. Each Participant may designate a Beneficiary or Beneficiaries to receive payment of his benefits under the Plan in the event of his death, and may revoke or change such designation, in accordance with such procedures as the Committee shall establish. Unless the Committee otherwise provides, a Participant may revoke his designation of Beneficiary (without the consent of any Beneficiary) and make a new designation of Beneficiary by filing a new form with the Committee. A properly completed and executed change in a designation of Beneficiary, unless the Committee provides to the contrary, shall take effect immediately upon being filed with the Committee during the Participant’s lifetime. If upon a Participant’s death no valid designation of Beneficiary is on file with the Committee, or if a Beneficiary dies before payments are completed and there are no living contingent or successive Beneficiaries, then, unless the Committee establishes a different Rule, any remaining payments under the Plan shall be made (1) to the Participant’s surviving spouse, if any, or (2) if there is no surviving spouse, then to the Participant’s estate.

5.7 Withholding. The Company shall have the right to deduct applicable taxes (including, but not limited to taxes under the Federal Insurance Contributions Act) from amounts deferred pursuant to a Participant’s Deferral Election and from any amounts payable hereunder to a Participant or Beneficiary and from amounts otherwise subject to any tax, and to withhold an appropriate amount of cash or a number of shares of Common Stock or a combination thereof for payment of taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of cash, shares of Common Stock, or other property theretofore owned by the Participant or Beneficiary.

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5.8 Facility of Payment. In the event any distribution is payable under the Plan to a minor or other individual who is legally, physically or mentally incompetent to receive such payment, the Committee in its sole discretion shall pay such benefits to one or more of the following persons: (a) directly to such minor or other person; (b) to the legal guardian or conservator of such minor or other person; (c) to the spouse, parent, brother, sister, child or other relative of such minor or other person for the use of such minor or other person; or (d) to such other person as the Committee deems appropriate. The Committee shall not be required to see to the application of any distribution so made to any of such persons, but the receipt therefore shall be a full discharge of the liability of the Plan, the Committee, the Company, and the trustee (if any) to such minor or other person.

5.9 Waiver and Release. The Committee may condition the payment of some or all benefits hereunder on the Participant’s entering into a binding release and waiver in such form as the Committee shall permit.

ARTICLE VI

PAYMENT LIMITATIONS

6.1 Assignment. Except as the Committee may otherwise permit by Rule, no Participant or Beneficiary of a Participant shall have any right to assign, pledge, hypothecate, anticipate or in any way create a lien on any amounts payable hereunder. No amounts payable hereunder shall be subject to assignment or transfer or otherwise be alienable, either by voluntary or involuntary act, or by operation of law, or subject to attachment, execution, garnishment, sequestration or other seizure under any legal, equitable or other process, or be liable in any way for the debts or defaults of Participants and their Beneficiaries.

ARTICLE VII

FUNDING AND EXPENSES

7.1 Funding. Benefits under the Plan shall be funded solely by the Company and its Affiliates. Benefits hereunder shall constitute an unfunded general obligation of the Company as employer of the Participant. In the event a Participant has been employed by more than one employer (i.e., the Company and one of its subsidiaries or successors), benefits hereunder shall constitute an unfunded general obligation of the Participant’s most recent employer. All payments under the Plan shall be deemed made by the Company from general assets available to all unsecured creditors of the Company in the event of its insolvency. Each Participant has merely the status of a general unsecured creditor of the Company. Notwithstanding the foregoing, the Company may, but need not, create for purposes of the Plan a trust of the type commonly referred to as a “rabbi” trust, which may, but need not, be in substantial conformity to

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the terms of the model trust published by the Internal Revenue Service in Rev. Proc. 92-64 or any successor thereto. The Company may transfer assets to the trustee of such trust to hold and to make distributions under the Plan on behalf of the Company. The assets so held in trust shall remain the general assets of the Company, which is the grantor under the trust. The rights of Participants and their Beneficiaries under the Plan and the trust shall be exclusively unsecured contractual rights. No Participant or Beneficiary shall have any right, title or interest whatsoever in the trust. In its discretion, the Company may purchase life insurance insuring the lives of the Participants and may require the Participants to provide information necessary to obtain such life insurance.

7.2 Creditor Status. A Participant and his Beneficiary or Beneficiaries shall be general creditors of the Company with respect to the payment of any benefit under the Plan, unless such benefits are provided under a contract of insurance or an annuity contract that has been delivered to the Participant, in which case the Participant and his Beneficiary or Beneficiaries shall look to the insurance carrier or annuity provider for payment, and not to the Company or any Affiliate. The Company’s or Affiliate’s obligation for such benefit shall be discharged by the purchase and delivery of such annuity or insurance contract.

7.3 Expenses. The expenses of administering the Plan shall be borne by the Company.

ARTICLE VIII

ADMINISTRATION

8.1 Committee. Except for rights and powers expressly reserved to the Board or the Company, the Plan will be administered by the Committee. Members of the Committee may participate in the Plan, but no member of the Committee shall be entitled to make decisions that relate solely to his own participation.

8.2 Committee Powers. The Committee shall have the power and authority in its sole and absolute discretion:

(a) to make and from time to time amend Rules by which the Plan will be implemented and administered from time to time, which Rules shall be binding on the Company and all Participants and their Beneficiaries, even though they may apply retroactively to Participants whose employment has terminated;

(b) to construe and interpret the Plan, determine the application of the Plan to situations where such application is unclear or disputable, to resolve all questions arising under the Plan (including questions of fact) and make equitable adjustments for any mistakes or errors made in the administration of the Plan; provided that individual exceptions to Rules shall not be permitted;

(c) to determine all questions arising in the administration of the Plan, including the power to determine the status of individuals as Eligible Employees, the rights of Participants and their Beneficiaries and the amount of their respective benefits and such determination, interpretation or other action shall be final and binding for all purposes and upon all persons;

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(d) to adopt, amend and rescind such rules (including Rules), regulations and forms as it may deem necessary for the proper and efficient administration of the Plan consistent with its purposes, which rules may permit case-by-case determinations;

(e) to enforce and administer the Plan in accordance with its terms and the rules, regulations and forms it adopts; to appoint a plan administrator and to delegate to the plan administrator such administrative duties as the Committee shall deem appropriate;

(f) to take such action and establish such procedures as it deems necessary or appropriate to coordinate deferrals and benefits under this Plan and any other plan;

(g) to select, monitor and prospectively change the investment funds and rates of return to be credited under the Plan;

(h) to take such action and establish such procedures as it deems necessary or appropriate to implement Participant elections and designations of investment funds and rates of return, and to coordinate the Company’s actions, if any, taken to reduce or eliminate the Company’s exposure to market fluctuations;

(i) to direct the appropriate person to make payments from the Plan;

(j) to employ such counsel, auditors, actuaries, or other specialists (who may be counsel, auditors, actuaries or other specialists for the Company) and to engage such clerical or other services to the extent such services are not provided by the Company;

(k) to maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law, and to communicate the terms of the Plan and any material amendments thereto to the Eligible Employees and Participants;

(l) to delegate such of its powers and authorities (including the power and authority to delegate) to such person or persons, with his, her, its or their consent, as the Committee may appoint; and

(m) to do all other things the Committee deems necessary or desirable for the advantageous administration of the Plan and to make the Plan fully effective in accordance with its terms and intent.

8.3 Claims for Benefits. In the event that a Participant or Beneficiary claims to be eligible for benefits, or claims any rights hereunder (hereinafter a “Claimant”), he must complete and submit a written request for such benefit with the Committee setting forth his claim. The request must be made within sixty (60) days of the date of vesting and must be addressed to the Committee, Huttig Building Products, Inc. at the Company’s then principal place of business.

8.4 Claim Decision. Upon receipt of a claim, the Committee shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Committee may, however, extend the reply period for an additional ninety (90) days for reasonable cause. If the claim is denied in whole or in part, the Committee shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth:

(a) the specific reason or reasons for such denial;

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(b) the specific reference to pertinent provisions of the Plan on which such denial is based;

(c) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary;

(d) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and

(e) the time limits for requesting a review under Section 8.5 and for review under Section 8.6 hereof.

8.5 Request for Review. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Chief Executive Officer of the Company review the determination of the Committee. Such request must be addressed to the Chief Executive Officer, Huttig Building Products, Inc. at the Company’s then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Chief Executive Officer. If the Claimant does not request a review of the Committee’s determination by the Chief Executive Officer within such sixty (60) day period, he shall be barred and estopped from challenging the Committee’s determination.

8.6 Review of Decision. Within sixty (60) days after the Chief Executive Officer’s receipt of a request for review, he will review the Committee’s determination. After considering all materials presented by the Claimant, the Chief Executive Officer will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of the Plan on which the decision is based. If special circumstances require that the sixty (60) day time period be extended, the Chief Executive Officer will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

8.7. Standard of Review. The Committee and the Chief Executive Officer shall possess and exercise discretionary authority to make determinations as to a Participant’s eligibility for benefits and to construe the terms of the Plan. The determination of the Chief Executive Officer shall be final and non-reviewable unless found to be arbitrary and capricious by a court of competent review. Such determination shall be binding upon the Company and the Claimant.

8.8 Receipt and Release of Necessary Information. In implementing the terms of the Plan, the Committee may, without the consent of or notice to any person, release to or obtain from any other organization or person any information, with respect to any person, which the Committee deems to be necessary for such purposes. Any Participant or Beneficiary claiming benefits under the Plan shall furnish to the Committee such information as may be necessary to determine eligibility for and amount of benefit, as a condition of claiming and receiving such benefit.

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8.9 Overpayment and Underpayment of Benefits. The Committee may adopt, in its sole discretion, whatever rules, procedures and accounting practices are appropriate in providing for the collection of any overpayment of benefits. If a Participant or Beneficiary receives an underpayment of benefits, the Committee shall direct that immediate payment be made to make up for the underpayment. If an overpayment is made to a Participant or Beneficiary, for whatever reason, the Committee may, in its sole discretion, withhold payment of any further benefits under the Plan until the overpayment has been collected or may require repayment of benefits paid under the Plan without regard to further benefits to which the Participant or Beneficiary may be entitled.

8.10 Account Statements. In accordance with Rules established by the Committee, each Participant shall receive, at least quarterly, statements with respect to his Account(s).

ARTICLE IX

OTHER BENEFIT PLANS OF THE COMPANY

9.1 Other Plans. Nothing contained in the Plan shall prevent a Participant prior to his death, or his Beneficiary after his death, from receiving, in addition to any payments provided for under the Plan, any payments provided for under any other plan or benefit program of the Company, or which would otherwise be payable or distributable to the Participant or Beneficiary under any plan or policy of the Company or otherwise. Nothing in the Plan shall be construed as preventing the Company or any Affiliate from establishing any other or different plans providing for current or deferred compensation for employees. Benefits provided under the Plan shall not constitute earnings or compensation for purposes of determining contributions or benefits under any other plan of the Company, unless specifically provided otherwise in such plan.

ARTICLE X

AMENDMENT AND TERMINATION OF THE PLAN

10.1 Amendment and Termination. Except as otherwise provided in this Section 10.1, the Committee may amend or terminate the Plan at any time and in its sole discretion, by written resolution. Any such amendment or termination shall be binding on the Company and all Participants and their Beneficiaries, even though it may be retroactive and applicable to Participants whose employment by the Company has terminated. The Committee may amend any Rule at any time. However, no amendment or termination of the Plan and no amendment of a Rule shall adversely affect the right of a Participant to payment of a benefit to which the Participant would be entitled (then or thereafter) under the terms of the Plan if the Participant’s employment terminated immediately before the adoption of such amendment or termination of the Plan or Rule, unless such amendment or termination of the Plan or amendment of the Rule, in the reasonable judgment of the Committee, is required to comply with applicable law or to preserve the tax treatment of benefits under the Plan for the Company or for the Participant, or is consented to by the affected Participant. Except for amendments necessary to comply with

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applicable law, no amendment of the Plan may be made without the approval of the Board if such amendment either (a) materially increases the benefits accruing to Participants under the Plan or (b) is made after the first event constituting a part of a change in control of the Company.

10.2 Continuation. The Company intends to continue the Plan indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this Plan to its Employees.

ARTICLE XI

SHARES OF COMMON STOCK

11.1 Shares Available for Issuance. Any shares of Common Stock that may be distributed to Participants in accordance with Article V hereof shall be limited to available shares that may be purchased in the open market or in private transactions or held as treasury shares and may not be authorized but unissued shares of Common Stock.

11.2 Adjustments in Event of Changes in Capitalization. In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, share dividend, recapitalization, merger, consolidation, reorganization, combination, or exchange or reclassification of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common shareholders other than cash dividends, the number or kind of hypothetical shares or share equivalents that may be credited under the Plan shall be automatically adjusted so that the proportionate interest of the Participants shall be maintained as before the occurrence of such event. Such adjustment shall be conclusive and binding for all purposes of the Plan.

ARTICLE XII

MISCELLANEOUS

12.1 No Right to Continued Employment. Nothing contained in the Plan shall be construed as a contract of employment between the Company or any Affiliate and an employee, or as a right of any person to be continued in the employment of the Company or any Affiliate, or as a limitation of the right of the Company or an Affiliate to discharge any of its employees, with or without cause.

12.2 Indemnification. The Company hereby indemnifies each member of the Committee and each employee who is delegated responsibilities under the Plan against any and all liabilities and expenses, including attorney’s fees, actually and reasonably incurred by them in connection with any threatened, pending or completed legal action or judicial or administrative proceeding to which they may be a party, or may be threatened to be made a party, by reason of membership on such Committee or due to a delegation of responsibilities, except with regard to any matters as to which they shall be adjudged in such action or proceeding to be liable for gross negligence or willful misconduct in connection therewith.

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12.3 Successors. All obligations of the Company under the Plan shall be binding on any successor, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

12.4 No Fiduciary Relationship. Nothing contained in the Plan and no action taken pursuant to the provisions hereof shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Participant or any other person.

12.5 Risk of Loss. Each Participant agrees to assume all risk in connection with the value of his Accounts under the Plan.

12.6 Governing Law. The Plan shall be construed and administered in accordance with the laws of the State of Missouri (without regard to the principles of conflicts of law which might otherwise apply) to the extent not pre-empted by ERISA.

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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 Form 10-K/A (Amendment No. 2 to 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: October 12, 2005	/s/ MICHAEL A. LUPO
	By:	Michael A. Lupo
	Title:	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 Form 10-K/A (Amendment No. 2 to 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: October 12, 2005	/s/ DAVID L. FLEISHER
	By:	David L. Fleisher
	Title:	Vice President, Chief Financial Officer, and Secretary

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