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                                                                   Exhibit 10.12





                          DATED AS OF ________ __, ____

                         HUTTIG BUILDING PRODUCTS, INC.



                          ____________________________

                          FORM OF EMPLOYMENT AGREEMENT
                          ____________________________




                                       OF

                                   [EXECUTIVE]





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THIS AGREEMENT is made as of the __ day of ________, ____.

BETWEEN:

         Huttig Building Products, Inc., a Delaware corporation (the "Company"),
         and [EXECUTIVE], whose residence is [insert residence address], (the
         "Executive").

         WHEREAS the Company desires to employ, or to continue to employ, as the
         case may be, the services of the Executive in connection with the
         conduct of the Company's business; and

         WHEREAS, the Executive desires to be employed, or to continue to be
         employed, by the Company, as the case may be; and

         WHEREAS the Executive recognizes and acknowledges that the Executive's
         position with the Company has provided or will provide the Executive
         with access to the Company's customers and/or its confidential and
         proprietary business information.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
         set forth herein and for other good and valuable consideration, the
         receipt and sufficiency of which is hereby acknowledged, the parties,
         intending to be legally bound, hereby agree, as follows:

1.       EMPLOYMENT The Company shall employ the Executive, and the Executive
         shall serve the Company in the capacity and on the terms specified in
         this Agreement.


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2.       PERIOD

         (A)      This Agreement shall commence on the date hereof and, subject
                  to the other provisions hereof, shall continue unless and
                  until terminated in accordance with the following:

                  (i)      by the Company giving to the Executive prior written
                           notice as required in Schedule "B" (the "Schedule B
                           Notice Period"); provided, however, the Company may
                           treat the employment of the Executive as terminated
                           at any time simultaneously with or after receipt of
                           such written notice, subject to the Company's
                           continued obligations pursuant to Paragraph 9(A);

                  (ii)     by the Executive giving to the Company not less than
                           one (1) month's prior written notice (the "One
                           (1)-Month Notice Period"); provided, however, the
                           Company may treat the employment of the Executive as
                           terminated at any time after receipt of such written
                           notice. Such election to terminate by the Company
                           shall also terminate the rights of the Executive to
                           payments pursuant to Paragraph 9(A) for the One
                           (1)-Month Notice Period or severance elections
                           related thereto;

                  (iii)    without notice on the Executive's sixty-fifth
                           birthday; or

                  (iv)     by the Company or Executive in accordance with
                           Paragraphs 8(D) or 9(B).

         (B)      The Executive's continuous period of employment by the Company
                  shall be deemed to have commenced on [insert date of first
                  employment by Rugby or Huttig, as the case may be].




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3.       DUTIES AND PERFORMANCE

         During the continuance of this Agreement, the Executive:

         (A)      shall serve the Company in the position identified in Schedule
                  "C" attached hereto (or in such capacity as may from time to
                  time be designated in writing, substituted and attached hereto
                  as Schedule "C") and shall perform and render such duties and
                  services as are customarily performed and rendered by one
                  holding such position;

         (B)      shall report to the officer or the Board of Directors of the
                  Company ("Board") as may be noted from time to time on
                  Schedule "C";

         (C)      shall perform and render all of the duties and services that
                  may be required of and from the Executive consistent with the
                  responsibilities and authority of his position and pursuant to
                  the terms and conditions hereof, faithfully, industriously, to
                  the best of his ability, experience and talents, and to the
                  reasonable satisfaction of the Board and the person to whom
                  the Executive is responsible pursuant to Paragraph 3(B), shall
                  comply with the advice, directions, orders, policies,
                  regulations and standards of the Board of Directors of the
                  Company as promulgated from time to time;

         (D)      may be required in pursuance of his employment to be engaged
                  in work on behalf of the Company or any parent, subsidiary or
                  affiliate of the Company from time to time (collectively, the
                  "Group"); and



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         (E)      shall devote his entire work time, attention, knowledge,
                  skills, energies and best efforts to the performance and
                  rendition of his duties and services hereunder, and to the
                  furtherance of the business and interests of the Company.

4.       REMUNERATION

         (A)      As remuneration for his services hereunder, the Company shall
                  pay the Executive, and the Executive agrees to accept, a base
                  salary as set out in Schedule "D" attached hereto, or at such
                  other rate as may from time to time be agreed in writing,
                  substituted and attached hereto as Schedule "D". Such base
                  salary shall be payable in accordance with the Company's usual
                  payment policy and practices, but not less frequently than
                  monthly.

         (B)      The Company shall pay the Executive a bonus calculated in
                  accordance with the EVA incentive compensation plan of the
                  Company applicable for employees of the Group at a comparable
                  position or level to the Executive, as in effect from time to
                  time. Nothing contained herein shall be deemed or construed to
                  entitle the Executive to receive any minimum incentive bonus.
                  Except as otherwise provided herein, the bonus shall accrue
                  and be payable to the Executive only if he is employed by the
                  Company under this Agreement as of December 31 of each year.

         (C)      Base salary and bonuses shall be subject to any applicable
                  federal, state and local withholding and deductions




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5.       EXPENSES

         During the continuance of this Agreement, the Executive shall be
         entitled:

         (A)      to be reimbursed for all reasonable out-of-pocket expenses
                  which he has properly incurred in performing his duties and
                  obligations under this Agreement upon receipt by the Company
                  of satisfactory, itemized account and receipts of all such
                  expenditures which shall not be in excess of any limitation
                  established for such expenditures by the Company; and

         (B)      to the use of a company automobile, together with the payment
                  of operating expenses and insurance related thereto; provided,
                  however, in lieu of a company automobile, the Company may, at
                  its option, provide the Executive with an automobile allowance
                  intended to reimburse the Executive for the expenses of
                  operating and maintaining his personal automobile to the
                  extent such are attributable to promoting the business of the
                  Company.

6.       FRINGE BENEFIT PLANS

         The Company agrees that the Executive shall be entitled to customary
         employee "fringe benefits" afforded by the Company to comparable
         personnel upon his qualifications for and in accordance with the terms
         and conditions of the plans and programs established and implemented by
         the Company. Subject to the terms of such plans or programs and federal
         and state laws applicable thereto, the Executive acknowledges that the
         Company may change, alter or eliminate, without the Executive's
         consent, any and all of such "fringe benefits" at any time.




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7.       VACATIONS AND HOLIDAYS

         The Executive shall be entitled in each calendar year to the following
         vacations and paid holidays:

         (A)      vacation with full salary and in accordance with the personnel
                  policies of the Company to be taken at such reasonable time or
                  times as may be approved by the Company; and

         (B)      paid holidays in accordance with the personnel policies of the
                  Company.

8.       ILLNESS AND DISABILITY

         (A)      The Company shall continue to pay the Executive at his normal
                  rate of pay during any periods of absence resulting from
                  sickness or injury up to an aggregate maximum of six (6)
                  months in any twelve (12) month period; provided, however, the
                  Company may require the Executive to provide medical
                  certificates in accordance with the personnel policy of the
                  Company.

         (B)      The Executive shall be entitled to participate in the
                  disability plan(s) as operated from time to time by the
                  Company or the Group upon his qualification therefor. No
                  warranty is given by the Company or any company in the Group
                  that any claim made by or on behalf of the Executive under
                  such disability plan will be accepted and no liability shall
                  attach to the Company or any such company in the Group in the
                  event that any claim shall be rejected, in whole or in part.

         (C)      If the Executive is participating in any short-term disability
                  program of the Company, it is expressly understood between the
                  parties that any payments made to the Executive by the Company
                  during any temporary disability will be reduced by the amount
                  the Executive is entitled to receive (whether actually
                  received or



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                  not) from the disability program of the Company in accordance
                  with the provisions of the group policy issued to the Company.

         (D)      In the event that the Executive is permanently disabled, which
                  shall be conclusively presumed if the Executive shall be
                  absent from sickness or injury beyond the six (6) month period
                  specified in Paragraph 8(A) hereof, then either the Company or
                  the Executive shall have the right to terminate this Agreement
                  by giving one (1) month's notice in writing.

9.       TERMINATION, SUSPENSION AND SEVERANCE PAYMENTS

         (A)      This Agreement may be terminated by either party giving notice
                  to the other in accordance with Paragraph 2(A) hereof. Upon
                  notice of termination pursuant to Paragraphs 2(A)(i) or
                  2(A)(ii), the Executive shall be paid his salary for the
                  Schedule B Notice Period ("Notice Salary Amount") or the One
                  (1)-Month Notice Period, as applicable, and shall continue to
                  receive all fringe benefits pursuant hereto for and during the
                  Schedule B Notice Period or the One (1)-Month Notice Period,
                  as applicable; provided, however, if Executive shall breach or
                  otherwise violate the terms of this Agreement, including but
                  not limited to Paragraph 10, during the period of payment
                  pursuant to this Paragraph 9(A), or if the Company shall elect
                  to treat the Executive's notice under Paragraph 2(A)(ii) as
                  having immediate effect, the Company shall immediately have no
                  further liability under the terms of this Paragraph 9(A) which
                  shall thereupon become null and void and of no further force
                  and effect. Any salary payments made during the One (1)-Month
                  Notice Period, if applicable, shall be made at the same time,
                  with the same frequency, and subject to the same withholding
                  obligations as if no notice had



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                  been given. Any salary payments made for the Schedule B Notice
                  Period, if applicable, shall be made as follows:

                  (i)      for the first three (3) months of the Schedule B
                           Notice Period, the Company shall pay the Executive
                           his salary on the same pay dates, in the same amounts
                           and subject to the same withholding obligations as if
                           no notice has been given;

                  (ii)     for the remainder of the Schedule B Notice Period,
                           the Company shall pay the Executive seventy-five per
                           cent (75%) of the difference between (a) the Notice
                           Salary Amount, and (b) the salary paid the Executive
                           pursuant to Paragraph 9(A)(i), payable in equal
                           installments on the same pay dates and subject to all
                           withholding obligations as if no notice had been
                           given; and

                  (iii)    at the end of the payment period pursuant to
                           Paragraph 9(A)(ii), the Company shall pay the
                           Executive the remainder of the unpaid Notice Salary
                           Amount, subject to all withholding obligations as if
                           no notice had been given.

                           It is expressly understood, acknowledged and agreed
                           that all compensation, including fringe benefits,
                           payable to the Executive by the Company following
                           termination of employment and during the Schedule B
                           Notice Period or the One (1)-Month Notice Period, as
                           applicable, shall be subject to the duty of the
                           Executive to use his best efforts to mitigate his
                           damages under this Paragraph 9(A) by seeking other
                           employment and shall be offset by any compensation
                           which the Executive shall receive



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                           from such other employment or which the Executive
                           could have received with reasonable efforts. During
                           the Schedule B Notice Period or the One (1)-Month
                           Notice Period, as applicable, the Company may request
                           that the Executive provide information as to the
                           actions and status of the Executive's efforts to
                           mitigate damages hereunder by seeking alternative
                           employment and the Executive shall provide such
                           requested information. Upon employment by such
                           alternate employer during the Schedule B Notice
                           Period or the One (1)-Month Notice Period, as
                           applicable, the Executive shall notify the Company of
                           such employment and of the compensation terms related
                           thereto.

         (B)      Notwithstanding the other provisions of this Agreement, the
                  Company shall be entitled to terminate this Agreement
                  immediately and without notice if, at any time during the term
                  of this Agreement, the Executive:

                  (i)      commits fraudulent or dishonest acts, gross
                           negligence, or disloyalty in connection with his
                           employment, or is convicted of a criminal act
                           involving dishonesty, whether such conviction is in
                           connection with his employment or not; or

                  (ii)     violates the terms of this Agreement and fails to
                           cure such breach within thirty (30) days after the
                           receipt of written notice by the Company to the
                           Executive of such violation or breach, which notice
                           shall state in reasonable detail the facts and
                           circumstances claimed to be a violation or breach and
                           of the intent of the Company to terminate this
                           Agreement upon the failure of the Executive to timely
                           cure; or



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                  (iii)    dies.

         (C)      The Company may suspend the Executive with full pay from his
                  employment hereunder at any time in order to investigate
                  circumstances which, in the reasonable opinion of the
                  President and Chief Executive Officer of the Company, might
                  give rise to termination of this Agreement in accordance with
                  the provisions of Paragraph 9(B).

         (D)      Upon termination of this Agreement for any reason, the
                  Executive shall:

                  (i)      immediately return to the Company all papers,
                           documents, books, records, computer disks, accounts,
                           drawings, credit cards, keys, and other property
                           belonging to, or relating to the business of, the
                           Company or any company in the Group which are then in
                           the possession or control of the Executive; and

                  (ii)     within thirty (30) days after the actual termination
                           date, return to the Company any company automobile;
                           and

                  (iii)    upon the Company's request, immediately in writing
                           resign any directorship or other office which the
                           Executive may hold in the Company or any company in
                           the Group without compensation for loss thereof and
                           transfer any nominee or other shares owned by the
                           Company or any such company in the Group to such
                           person or company as the Company shall nominate.

         (E)      If the Executive terminates employment with the Company within
                  twelve (12) months of the commencement of employment with the
                  Company, the Executive shall reimburse the Company on the date
                  of his termination for any moving



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                  expenses which the Company incurred on behalf of the
                  Executive. The Company shall have the right to offset the same
                  against any sums otherwise due to the Executive pursuant to
                  the terms of this Paragraph 9 or otherwise.

         (F)      Termination of this Agreement in accordance with the terms
                  hereof shall not affect any rights or remedies of the parties
                  hereto which shall have previously accrued.

         (G)      Notwithstanding the termination of this Agreement for any
                  reason, the provisions of Paragraphs 9(A), 9(D), 9(E), 10(C),
                  10(D), (10(E), 10(F), 10(G), and 11, as and if applicable,
                  shall continue in full force and effect in accordance with
                  their respective terms.

10.      RESTRAINTS ON THE EXECUTIVE ACTIVITIES

         (A)      During the continuance of this Agreement, the Executive shall
                  not be, directly or indirectly, engaged, concerned or
                  interested in any capacity in any other trade, business or
                  occupation, except:

                  (i)      as the owner of securities which are held for
                           investment only, which are subject to any recognized
                           stock exchange, and which do not exceed five per cent
                           (5%) in nominal value of the securities of that class
                           ("Approved Ownership"); or

                  (ii)     with the prior written consent of the Company, which
                           consent shall not be unreasonably withheld. A request
                           for such written consent shall include the detail of
                           any proposed concern and/or interest.

         (B)      During the continuance of this Agreement, the Executive shall
                  comply with all applicable laws, regulations and rules in
                  force from time to time relating to



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                  trading of shares of stock of the Company and shall obtain the
                  prior written consent of the Secretary of the Company before
                  effecting a trade of shares of stock of the Company. Any
                  failure to obtain the required consent shall constitute a
                  breach for the purposes of Paragraph 9(B)(ii) hereof.

         (C)      During the term of the employment of the Executive with the
                  Company and at all times thereafter, the Executive shall keep
                  confidential and shall not at any time use, for his own or
                  another's advantage or disclose to any person, firm or company
                  any trade secrets, business methods or confidential
                  information concerning the business, financial status or
                  affairs of the Company or any company in the Group, including
                  but not limited to, customer or supplier lists, trade
                  processes or materials, price lists, cost data, new products
                  or business plans ("Confidential Information") which may have
                  come to the Executive's knowledge during his employment
                  hereunder or during any previous period of employment with the
                  Company or any company in the Group; provided, however, this
                  restriction shall not prevent:

                  (i)      any disclosure or use authorized by the President and
                           Chief Executive Officer of the Company, required by
                           law, or made to enable the Executive to perform his
                           duties hereunder; or

                  (ii)     the use of the personal skills of the Executive in
                           any business in which he may be lawfully engaged
                           (subject to the terms of this Paragraph 10), after
                           termination of this Agreement; or

                  (iii)    the use of Confidential Information that is in or
                           comes into the public domain in any way without
                           breach of this Agreement by the Executive.



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         (D)      During the term of this Agreement and for the period of one
                  (1) year following termination of this Agreement (the
                  "Covenant Period"), the Executive shall not, whether alone or
                  jointly with another, and whether directly or indirectly,
                  solicit or endeavour to entice away, knowingly offer
                  employment to, knowingly employ, or offer or conclude any
                  contract for services with, any person who is employed by the
                  Company or any company in the Group at the date of termination
                  of this Agreement and who has been employed in skilled or
                  managerial work at any time during the period of one (1) year
                  preceding the termination of this Agreement by the Company or
                  any company in the Group for which the Executive shall have
                  had managerial responsibility or with which the Executive
                  shall have been involved or directly connected during such
                  preceding two (2)-year period ("Relevant Company").

         (E)      Recognizing that the Company's business success is dependent
                  upon the Confidential Information and business relationships
                  which the Company entrusts to its employees, the Executive
                  agrees that during the term of his employment and for the
                  Covenant Period, the Executive shall not, directly or
                  indirectly;

                  (i)      provide "competitive services" to any person, firm,
                           corporation or entity with whom or which the
                           Executive has dealt on behalf of the Company or the
                           Relevant Company; or

                  (ii)     cause or attempt to cause any customer or prospective
                           customer of the Company or the Relevant Company as of
                           the date of termination, to which the Executive had
                           access to the Confidential Information or had a
                           business relationship, to divert, terminate, limit or
                           in any manner modify or fail to



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                           enter into, any actual or potential business
                           relationship or contract with the Company or the
                           Relevant Company.

                  For purposes of this Agreement, "competitive services" shall
                  include products, merchandise and/or services which are of the
                  same general type, perform similar functions or are used for
                  the same purposes as the products, merchandise and/or services
                  which have been sold, provided or offered by the Company or
                  the Relevant Company at any time during the last one (1) year
                  of the Executive's employment.

         (F)      Each provision of this Paragraph 10 constitutes an entirely
                  separate and independent restriction. The Executive
                  acknowledges and agrees that the duration, extent and
                  application of each respective restriction of this Paragraph
                  10 is no greater than is reasonable and necessary for the
                  protection of the interests of the Company, but that if any
                  court of competent jurisdiction shall determine that the
                  period, the scope, or the territory covered by, or any other
                  provision of, this covenant pursuant to this Paragraph 10 is
                  unreasonable, such provision shall not be deemed to be null
                  and void and of no effect but shall be reformed by such court
                  to impose a reasonable period, reasonable scope, reasonable
                  geographical limitation or reasonable other provision, as the
                  case may be.

         (G)      In the event of a breach or threatened breach by the Executive
                  of his obligations and covenants hereunder, the Company shall
                  be entitled to temporary, preliminary and/or permanent
                  injunctive relief against the Executive, in addition to any
                  and all other rights or remedies which it may have, including
                  damages and reasonable attorneys' fees. The Executive hereby
                  expressly acknowledges that the harm



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                  which might result to the Company's goodwill or its
                  relationships with customers, or as a result of the disclosure
                  or use of the Confidential Information, is irreparable.

         (H)      In addition to any other rights and remedies which the Company
                  may have pursuant to Paragraph 10(G), if the Executive
                  breaches any of his obligations pursuant to this Paragraph 10
                  at any time during the period of payment under Paragraph 9(A),
                  the Company shall immediately cease to have any liability for
                  payments to be made or for provision of fringe benefits during
                  or for the Schedule B Notice Period or the One (1)-Month
                  Notice Period, as applicable, under the provisions of
                  Paragraph 9, which obligations by the Company shall become
                  null and void and of no further force and effect.

11.      INVENTIONS

         The Executive has a special obligation to further the interests of the
         Company and the Group. Accordingly, if the Executive makes or discovers
         any discovery, invention, improvement, or process in the course of his
         employment for the Company or the Group (the "Discovery"), he shall:

         (A)      immediately provide full details of the Discovery to the
                  Company;

         (B)      not disclose any details of the Discovery to any third party
                  without prior written consent of the Company;

         (C)      if required by the Company during or after the termination of
                  this Agreement, do all that is necessary to obtain patent or
                  other protection for the Discovery in any country specified by
                  the Company; and

         (D)      hold in trust for the Company all rights in the Discovery.



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12.      EXECUTIVE'S REPRESENTATION AND INDEMNITY

         The Executive represents to the Company that the execution and delivery
         of this Agreement and/or the employment of the Executive with the
         Company do not violate any previous employment agreement or other
         contractual obligation of the Executive. The Executive agrees to
         defend, indemnify and hold harmless the Company and any company in the
         Group against any and all claims, demands, losses, damages or expenses,
         including reasonable attorneys' fees, suffered or incurred as a result
         of any violation of the representations contained in this Paragraph 12.

13.      MISCELLANEOUS

         (A)      This Agreement shall supersede all prior agreements made
                  between the parties hereto relating to the employment of the
                  Executive.

         (B)      Except as stated herein,

                  (i)      this Agreement contains the entire agreement of the
                           parties as to its subject matter; and

                  (ii)     neither party has entered into this Agreement in
                           reliance upon any oral representation, warranty or
                           inducement leading to the signature hereof.

         (C)      The various provisions of this Agreement are severable and, if
                  any provision is held to be invalid or unenforceable by any
                  court of competent jurisdiction, then such invalidity or
                  unenforceability shall not affect the remaining provisions
                  hereof.

         (D)      No modifications or amendment of any of the provisions of this
                  Agreement shall be effective unless in writing specifically
                  referring hereto, and signed by the parties.



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14.      NOTICE

         All notices and other communications hereunder shall be in writing and
         shall be sufficient in all respects if given in writing and delivered
         or mailed by registered or certified mail postage prepaid, or if sent
         by telefax (in which case promptly confirmed by registered or certified
         mail postage prepaid) or by overnight courier, addressed to the
         addresses set forth above or to such other address as shall be
         furnished in writing by either party to the other party. All notices
         and other communications hereunder given in the manner provided above
         shall be deemed effective upon receipt.

15.      NO WAIVER

         No failure on the part of either party at any time to require the
         performance by the other party of any term hereof shall be taken or
         held to be a waiver of such term or in any way affect such party's
         right to enforce such term, and no waiver on the part of either party
         of any term hereof shall be taken or held to be a waiver of any other
         term hereof or the breach thereof.

16.      BENEFIT AND ASSIGNMENT

         The Executive acknowledges that the duties and services to be performed
         and rendered by him are unique and personal; accordingly, the Executive
         may not assign any of his rights or delegate any of his duties
         hereunder without the prior written consent of the Company which may be
         withheld in its sole and absolute discretion. The rights and
         obligations of the Company hereunder shall be assignable and shall
         inure to the benefit of, and be binding upon, the successors and
         assigns of the Company.




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17.      CONSTRUCTION

         Whenever a singular word is used herein, it shall also include the
         plural wherever required by the context, and vice versa; and whenever
         any gender is used herein, it shall also include the other genders
         wherever required by the context. The terms and conditions hereof shall
         be interpreted and construed in accordance with their usual and
         customary meanings, and the parties hereby expressly waive and
         disclaim, in connection with the interpretation and construction
         hereof, any rule of law or procedure requiring otherwise, specifically
         including, but not limited to, any rule of law to the affect that
         ambiguous or conflicting terms or conditions contained herein shall be
         interpreted or construed against the party whose counsel prepared this
         Agreement or any earlier draft hereof.

18.      ARBITRATION AND GOVERNING LAW

         Except for the enforcement of any rights to equitable relief pursuant
         to Paragraph 10(G), to which the parties consent to jurisdiction in the
         state and federal courts in Missouri, the Executive and the Company
         agree that any dispute arising out of, pursuant to, or relating to the
         Agreement, including but not limited to any dispute regarding the
         provisions of Paragraph 10 of the Agreement, shall be resolved by
         binding arbitration in St. Louis, Missouri, before one (1) arbitrator
         pursuant to the rules of the American Arbitration Association for
         commercial arbitration. This Agreement shall be interpreted in
         accordance with and governed by the laws of the State of Missouri. The
         sole function of the arbitrator is to interpret and enforce the
         Agreement under Missouri law and, except as provided under the law
         and/or the provisions of Paragraphs 10(F) and 13(C) herein, the
         arbitrator shall have no authority to alter, amend, modify or change
         the Agreement. The



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         costs of the arbitration (other than each party's own attorneys' fees)
         shall be shared equally by the Executive and the Company.

19.      CAPTIONS

         The captions herein are for convenience and identification purposes
         only, are not an integral part hereof, and are not to be considered in
         the interpretation of any part hereof.

20.      COUNTERPARTS

         This Agreement may be executed in separate counterparts, each of which
         when so executed shall be an original, but all of such counterparts
         shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Company and the Executive have each executed this
Agreement on the day and in the year first written.


HUTTIG BUILDING PRODUCTS, INC.

By:______________________________________
         Name: __________________________
         Title:__________________________

_________________________________________
Executive:


                                   PLEASE NOTE

BY SIGNING THIS EMPLOYMENT AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING THAT
THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND STUDY
BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT;
(C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT TO ASK ANY
QUESTIONS THE EXECUTIVE MAY HAVE HAD ABOUT THE AGREEMENT AND HAS RECEIVED
SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE EXECUTIVE'S
RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.




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                                  SCHEDULE "A"

                                  THE COMPANY


The employer in, the contracting party to, and the "Company" as defined in, the
Employment Agreement of [Executive] shall be Huttig Building Products, Inc., a
Delaware Corporation having its principal office and place of business at
Lakeview Center, Suite 400, 14500 South Outer Forty Road, Chesterfield, Missouri
63017.




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                                  SCHEDULE "B"

                                 NOTICE PERIOD

For purposes of Paragraph 2(A)(i) of the Employment Agreement of [Executive]
("Executive"), the Company shall be required to give twelve (12) months' prior
written notice to the Executive.







                                      -21-
<PAGE>   23


                                  SCHEDULE "C"

                           POSITION OF THE EXECUTIVE


Date:   ________ __, ____


The position of [Executive] ("Executive") with Huttig Building Products, Inc.,
("Company") shall be [insert title], effective ________ __, ____. As [ ], the
Executive shall report to [inset supervisor's title], until otherwise directed
by the Board of Directors of the Company, the President and Chief Executive
Officer of the Company, the officer to whom Executive reports pursuant hereto,
or until a new Schedule "C" is delivered to Executive.


By:
   ______________________







                                      -22-
<PAGE>   24


                                  SCHEDULE "D"


                          COMPENSATION OF THE EXECUTIVE



Date:   ________ __, ____


The base salary of [Executive] ("Executive") payable by Huttig Building Products
("Company") for the period commencing from the date hereof and ending 31 January
2001 (or until otherwise changed by the written agreement of Executive and
Company) shall be at the rate of $____________ per annum. The base salary shall
be subject to review at the end of each year. The salary will not be reduced
below its existing level but if changed, a revised Schedule "D" shall be
executed and substituted herefor.

                                              HUTTIG BUILDING PRODUCTS, INC.


                                              By: ______________________________
                                                  Name:  _______________________
                                                  Title: _______________________







                                      -23-