Letter agreement dated May 5, 2005 between David L. Fleisher and the Company



 Exhibit 10.3 
  
 May 5, 2005 
  
 Mr. David L. Fleisher 
 655 Scott Avenue 
 Kirkwood, MO 63122 
  
 Dear David: 
  
 This letter will confirm our
offer for you to join Huttig Building Products, Inc., as the Vice President – Chief Financial Officer reporting to Michael Lupo, President and Chief Executive Officer. As the Vice President – Chief Financial Officer, you will assume
overall financial and general counsel responsibilities. We anticipate your employment with the company will begin on May 23, 2005. 
  
 Your employment is contingent upon passing a drug-screening exam and the completion and return of the enclosed employment application, in accordance with company policy.
Our Human Resources Department will contact you to make arrangements for your exam. 
  
 Compensation 
  
 Your base annual salary will be $250,000,
which will be paid semimonthly. You will be eligible for the Company’s Executive Incentive Plan, which is based on a calculation of Economic Value Added as indicated in the attached plan, which may change from time to time as approved by the
Compensation Committee of the Board of Directors. For the year 2005, you will receive a minimum bonus of $125,000 payable in accordance with the plan. In addition, you will receive 25,000 shares of restricted stock with a 3-year vesting period, as
approved by the Board of Directors on April 25, 2005. 
  
 Employee Benefits

  
 Effective on your first day of active employment with the company,
you will be eligible to participate in our group health insurance. In addition, you will be eligible to participate in our 401(k) plan effective first of the month following 30 calendar days of commencement of your employment. You will also be
eligible to purchase Huttig Building Products common stock through the Employee Stock Purchase Plan upon commencement of your employment. 
  
 During 2005 you will be entitled to two weeks vacation. On an annual basis thereafter, you will be entitled to three weeks vacation. You are also entitled to participate
in the Executive Car Plan. You will be eligible for a leased vehicle paid for by the company including all maintenance and insurance, or a car allowance of $650 per month which includes the cost of the vehicle plus maintenance and insurance costs.

  
 The Company recognizes that it is in the best interest of the Company and its
shareholders to assure that the Company will have continued dedication of you services. Therefore, we are providing you with a “Change of Control Agreement” which requires your signature. 
  
 By your signature below, you acknowledge that your employment with Huttig is an “at
will” relationship for no definite time period and can be terminated at any time, with or without notice, and with or without cause, by either party. 







 Mr. David L. Fleisher 
 May
5, 2005 
 Page 2 
  
 David, we look forward to your positive response to this offer and to welcoming you to our Huttig management team. Please sign a copy of this letter and both copies of the Change of Control Agreement and return them
to me after you have carefully reviewed and considered its terms and content. I will return a signed copy of the Change of Control Agreement to you. 
  
 Yours truly, 
  

					
	 /s/ Michael A. Lupo


	 Michael A. Lupo

	 President and Chief Executive Officer

			
	 Accepted:
	 	 /s/ David L. Fleisher

	    	 Date 5/23/05

	 	 	 David L. Fleisher