##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For 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 400
 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

NonePreferred Share Purchase Rights

None   Securities registered pursuant to Section 12(g) of the
    Act:
    None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
  June 30, 2008 $27 million
  February 16, 2009 22,037,716
  DOCUMENTS
    INCORPORATED HEREIN BY REFERENCE.
  Form 10-K.




---





TABLE OF CONTENTS  PART IITEM 1 -- BUSINESSITEM 1A -- RISK FACTORSITEM 1B -- UNRESOLVED STAFF COMMENTSITEM 2 -- PROPERTIESITEM 3 -- LEGAL PROCEEDINGSITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5 -- MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6 -- SELECTED CONSOLIDATED FINANCIAL DATAITEM 7 -- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTAL DATAITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A -- CONTROLS AND PROCEDURESITEM 9B -- OTHER INFORMATIONPART IIIITEM 10 -- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11 -- EXECUTIVE COMPENSATIONITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14 -- PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15 --  EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-10.33EX-10.34EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  PART I
 
  ITEM 1 
    BUSINESS  General
            Form 10-K,
  Industry
    Characteristics and Trends
     1




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and/or
  and/or
    Products
    
    Millwork, including exterior and interior doors, pre-hung door
    units, windows, patio doors, mouldings, frames, stair parts and
    columns. Key brands in this product category include Therma-Tru,
    Masonite, HB&G, Woodgrain, Windsor, and L. J. Smith;
    General building products, such as roofing, siding, insulation,
    flashing, housewrap, connectors and fasteners, decking, drywall,
    kitchen cabinets and other miscellaneous building products. Key
    brands in 2




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this product category include Typar, Timbertech, Simpson
    Strong-Tie, Owens Corning, CertainTeed and Grace;  
    Wood products, which include engineered wood products, such as
    floor systems, and other wood products, such as lumber and wood
    panels. Within the wood products category, engineered wood
    continues to be a focus product for us. The engineered wood
    product line offers us the ability to provide our customers with
    value-added services, such as floor system take-offs,
    cut-to-length packages and
    just-in-time,
    cross-dock delivery capabilities.    2008

2007

2006Millwork


46
%


50
%


54
%General Building Products


43
%


37
%


32
%Wood Products


11
%


13
%


14
%   Customers
      Organization
      on-site
  Sales
  on-site
 3




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Distribution
    Strategy and Operations
            Competition
       4




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Seasonality
    and Working Capital
      Credit
    Backlog
    Tradenames
   5




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®
  Environmental
    Matters
        Employees
    Available
    Information
  Forms 10-Q 10-K, Form 8-K 1-800-SEC-0330. http://www.sec.gov.
  http://www.huttig.com. Form 10-K, Form 10-Q, Form 8-K,
 
  ITEM 1A 
    RISK
    FACTORS  Form 10-K,
  The
    homebuilding industry is in a prolonged significant downturn and
    any further downturn or sustained continuation of the current
    downturn will continue to materially affect our business,
    liquidity and operating results
   6




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The
    industry in which we compete is highly cyclical, and any
    downturn resulting in lower demand or increased supply would
    have a materially adverse impact on our financial
    results.
    Our
    financial results reflect the seasonal nature of our
    operations.
   7




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The
    building materials distribution industry is fragmented and
    competitive, and we may not be able to compete successfully with
    some of our existing competitors or new entrants in the markets
    we serve.
    
    pricing and availability of product;
    service and delivery capabilities;
    ability to assist with problem-solving;
    customer relationships;
    geographic coverage; and
    breadth of product offerings.      The
    termination of key supplier relationships may have an immediate
    adverse effect on our financial condition and results of
    operations.
    If we
    are unable to meet the financial covenant under our credit
    facility, the lenders could elect to accelerate the repayment of
    the outstanding balance and, in that event, we would be forced
    to seek alternative sources of financing.
   8




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Compliance
    with the restrictions and the financial covenant under our
    credit agreement will likely limit, at least in the near term,
    the amount available to us for borrowing under that facility and
    may limit managements discretion with respect to certain
    business matters.
    Fluctuation
    in prices of commodity wood and steel products that we buy and
    then resell may have a significant impact on our results of
    operations.
    We may
    acquire other businesses, and, if we do, we may be unable to
    integrate them with our business, which may impair our financial
    performance.
    We
    face risks of incurring significant costs to comply with
    environmental regulations.
   9




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Goodwill
    is a significant portion of our total assets and is tested for
    impairment at least annually, which could result in a material
    non-cash write-down of goodwill.
    We
    face the risks that product liability claims and other legal
    proceedings relating to the products we distribute may adversely
    affect our business and results of operations.
    Our
    failure to attract and retain key personnel could have a
    material adverse effect on our future success.
    A
    number of our employees are unionized, and any work stoppages by
    our unionized employees may have a material adverse effect on
    our results of operations.
    Our
    retained accident risk is based on estimates, which may not be
    accurate.
    Federal
    and state transportation regulations, as well as increases in
    the cost of fuel, could impose substantial costs on us, which
    could adversely affect our results of operations.
   10




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ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS   
  ITEM 2 
    PROPERTIES   
  ITEM 3 
    LEGAL
    PROCEEDINGS      Environmental
    Matters
   11




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ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   
  PART II
 
  ITEM 5 
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  30-day
    2008

2007High

Low

High

LowFirst Quarter


4.78



2.17



6.87



5.26Second Quarter


2.85



1.64



8.77



6.05Third Quarter


3.15



1.50



7.66



4.81Fourth Quarter


2.38



0.24



5.69



3.30  12




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Performance
    Graph
  The following Performance Graph and related information shall
    not be deemed soliciting material or to be
    filed with the Securities and Exchange Commission,
    nor shall such information be incorporated by reference into any
    future filing under the Securities Act of 1933 or Securities
    Exchange Act of 1934, each as amended, except to the extent that
    the Company specifically incorporates it by reference into such
    filing.
    
  Huttig Building Products


S&P 500


Peer Group Index(1)12/03

$
100.00


$
100.00


$
100.0012/04


348.33



110.88



154.2412/05


280.00



116.33



236.0312/06


176.33



134.70



191.8612/07


133.00



142.10



124.5412/08


15.33



89.53



123.43     (1)
    
    The peer group includes the following companies: QEP Co., Watsco
    Inc., Building Materials Holding Corporation and Universal
    Forest Products, Inc. 13




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ITEM 6 
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended December 31,2008


2007


2006


2005(3)


2004(In millions, except per share data)Income Statement Data:(1)Net sales

$
671.0


$
874.8


$
1,102.7


$
1,097.2


$
938.4Cost of sales


548.6



709.8



896.9



884.7



756.4Gross margin


122.4



165.0



205.8



212.5



182.0Operating expenses


160.0



174.9



209.9



182.9



157.7Gain on disposal of capital assets


(1.0
)


(2.4
)






(2.5
)


(4.6
)Operating profit (loss)


(36.6
)


(7.5
)


(4.1
)


32.1



28.9Interest expense, net


2.6



4.2



5.3



4.6



4.6Income (loss) from continuing operations before income taxes


(39.2
)


(11.7
)


(10.0
)


27.5



23.8Provision (benefit) for income taxes


(4.0
)


(3.7
)


(2.3
)


10.4



8.2Net income (loss) from continuing operations


(35.2
)


(8.0
)


(7.7
)


17.1



15.6Per share:Net income (loss) from continuing operations (basic)


(1.68
)


(0.39
)


(0.38
)


0.85



0.80Net income (loss) from continuing operations (diluted)


(1.68
)


(0.39
)


(0.38
)


0.84



0.78Balance Sheet Data (at end of year):Total assets


146.0



212.7



250.6



271.3



218.8Debt  bank, capital leases and other obligations(2)


24.1



26.6



45.7



33.2



37.5Total shareholders equity


70.3



104.3



109.7



114.9



91.0     (1)
    
    Amounts exclude operations classified as discontinued.(2)
    
    Debt includes both current and long-term portions of bank debt,
    capital leases and other obligations. See Note 5 to our
    consolidated financial statements.(3)
    
    Texas Wholesale Buildings Materials, Inc. was acquired on
    January 11, 2005. 
  ITEM 7 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
    Industry
    Conditions
   14




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Critical
    Accounting Policies
    Accounts Receivable
  Inventory
  Valuation of Goodwill and Other Long-Lived
    Assets
 15




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Contingencies
  Insurance 
  Supplier Rebates
  Income Taxes and/or
    Share-Based Compensation 
 16




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Results
    of Operations
  Fiscal
    2008 Compared to Fiscal 2007
  Continuing
    Operations
             17




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Discontinued
    Operations
    Fiscal
    2007 Compared to Fiscal 2006
  Continuing
    Operations
         18




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Discontinued
    Operations
    Liquidity
    and Capital Resources
    Operations.
  Investing.
  Financing.
 19




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##### Table of Contents



Off-Balance
    Sheet Arrangements
    Commitments
    and Contingencies
    Payments Due by Period2010-


2012-


BeyondTotal


2009


2011


2013


2013Long-term debt, including current portion(1)

$
24.1


$
0.4


$
23.5


$
0.1


$
0.1Operating lease obligations


66.4



14.3



24.0



14.7



13.4Guaranteed payments(2)


1.1



0.4



0.7







Purchase obligations(3)


















Total

$
91.6


$
15.1


$
48.2


$
14.8


$
13.5     (1)
    
    Amounts represent the expected cash payments of our long-term
    debt and do not include any fair value adjustments. The
    estimated fair value of our long-term debt approximates book
    value because interest rates on nearly all of the outstanding
    borrowings are reset every 30 to 90 days.(2)
    
    Amounts represent guaranteed payments related to the acquisition
    of Texas Wholesale Building Materials, Inc. on January 11,
    2005.(3)
    
    On August 2, 2004, we sold to Woodgrain Millwork, Inc.
    substantially all of the assets, but excluding the land,
    buildings, and building improvements, of American Pine Products,
    a mouldings manufacturing facility in Prineville, Oregon. We
    also entered into a non-exclusive supply agreement with
    Woodgrain under which we have agreed to purchase mouldings,
    doors, windows, door frames and other millwork products from
    Woodgrain for a period of five years at market prices. In 2009,
    the supply agreement requires that we purchase a certain minimum
    unit volume of certain products from Woodgrain and that
    Woodgrain sell such products at competitive market prices. The
    minimum volume requirements represent less than half of our
    current overall requirements for such products. 20




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Recent
    Accounting Developments
      No. FAS 157-3, (FSP 157-3). FSP 157-3 FSP 157-3
  Cautionary
    Statement Relevant to Forward-looking Information for the
    Purpose of Safe Harbor Provisions of the Private
    Securities Litigation Reform Act of 1995
  Form 10-K
  
    our belief that cash generated from operations and funds
    available under our credit facility will be sufficient to meet
    our future liquidity and capital expenditure needs;
    our belief that we have the product offerings, warehouse and
    builder support facilities, personnel, systems infrastructure
    and financial and competitive resources necessary for continued
    business operations;
    our expectation that housing starts will decrease in 2009 from
    2008;
    our expectation that the severe downturn in new housing activity
    will continue during 2009 and will continue to adversely affect
    our operating results, liquidity and financial condition;
    our expectation that the bad debt expense could continue to
    increase as our customers experience greater financial
    difficulties as a result of the current downturn in new housing
    activity;
    Our belief that we will not achieve sufficient financial results
    to satisfy the financial convent under our credit facility if it
    were required to be tested;
    our expectation that the disposition of the various claims and
    litigation in which we are involved will not have a material
    effect on our business or financial condition;
    our belief that there are no material environmental liabilities
    at any of our current or former distribution center locations;
    our expectation that we will continue to face competition from
    new market entrants;
    the future impact of competition and our ability to maintain
    favorable terms with our suppliers and transition to alternative
    suppliers of building products, and the effects of slower
    economic activity on our results of operations; 21




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
    our expectation that the fluctuations in wood and steel
    commodity prices between the time we buy the products and the
    time we resell them will occur in the future;
    our liquidity and exposure to market risk;
    our anticipation that we will not pay dividends in the future;
    our estimate of future amortization expense for intangible
    assets;
    our expectation that there will not be any significant increases
    or decreases to our unrecognized tax benefits within the
    12 months of the financial statement reporting date;
    anticipation that neither the adoption of SFAS Statement
    No. 161, Disclosures about Derivative Instruments and
    Hedging Activities nor the adoption of the proposed
    amendment to SFAS 133 will have a material impact on our
    financial results or disclosures; and
    cyclical and seasonal trends.    Item 1A-Risk
 
  ITEM 7A 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       22




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ITEM 8 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA  Report of
    Independent Registered Public Accounting Firm
  The Board of
    Directors and Stockholders
    Huttig Building Products, Inc.:
  Internal Control 
    Integrated Framework Managements Report on Internal Control Over Financial
    Reporting
        Internal Control  Integrated
    Framework
      23




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(In millions, except per share data)Net sales

$
671.0


$
874.8


$
1,102.7Cost of sales


548.6



709.8



896.9Gross margin


122.4



165.0



205.8Operating expenses


151.3



174.1



209.9Goodwill impairment


8.7



0.8



Gain on disposal of capital assets


(1.0
)


(2.4
)


Operating loss


(36.6
)


(7.5
)


(4.1
)Interest expense, net


2.6



4.2



5.3Write-off of unamortized loan fees










1.1Gain on derivatives










(0.5
)Loss from continuing operations before income taxes


(39.2
)


(11.7
)


(10.0
)Benefit for income taxes


(4.0
)


(3.7
)


(2.3
)Loss from continuing operations


(35.2
)


(8.0
)


(7.7
)Loss from discontinued operations, net of taxes


(0.2
)


(0.2
)


Net loss

$
(35.4
)

$
(8.2
)

$
(7.7
)Net loss from continuing operations per share  basic
    and diluted

$
(1.68
)

$
(0.39
)

$
(0.38
)Net loss from discontinued operations per share 
    basic and diluted


(0.01
)


(0.01
)


Net loss per share  basic and diluted

$
(1.69
)

$
(0.40
)

$
(0.38
)    24




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(In millions)ASSETSCurrent Assets:Cash and equivalents

$
2.8


$
1.8Trade accounts receivable, net


33.0



56.1Inventories


59.4



88.7Other current assets


5.5



13.6Total current assets


100.7



160.2Property, Plant and Equipment:Land


5.6



5.6Building and improvements


29.4



30.2Machinery and equipment


29.5



30.0Gross property, plant and equipment


64.5



65.8Less accumulated depreciation


40.1



39.2Property, plant and equipment, net


24.4



26.6Other Assets:Goodwill, net


9.6



18.3Other


3.3



5.1Deferred income taxes


8.0



2.5Total other assets


20.9



25.9Total Assets

$
146.0


$
212.7LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Current maturities of long-term debt

$
0.4


$
1.2Trade accounts payable


23.5



50.1Deferred income taxes


6.9



5.3Accrued compensation


4.3



6.3Other accrued liabilities


14.4



15.9Total current liabilities


49.5



78.8Non-current Liabilities:Long-term debt, less current maturities


23.7



25.4Other non-current liabilities


2.5



4.2Total non-current liabilities


26.2



29.6Shareholders Equity:Preferred shares; $.01 par (5,000,000 shares
    authorized)






Common shares; $.01 par (50,000,000 shares authorized:
    21,478,631 shares issued at December 31, 2008 and
    20,968,445 at December 31, 2007)


0.2



0.2Additional paid-in capital


37.3



36.1Retained earnings


32.8



68.2Less: Treasury shares, at cost (0 shares at
    December 31, 2008 and 31,219 shares at
    December 31, 2007)






(0.2
)Total shareholders equity


70.3



104.3Total Liabilities and Shareholders Equity

$
146.0


$
212.7    25




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HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES 
    CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
  Common Shares


Additional





Other


Treasury


TotalOutstanding,


Paid-In


Retained


Comprehensive


Shares,


Shareholdersat Par Value


Capital


Earnings


Income (Loss)


at Cost


Equity(In millions)Balance at January 1, 2006

$
0.2


$
34.5


$
83.7


$
0.4


$
(3.9
)

$
114.9Net loss










(7.7
)










(7.7
)Fair market value adjustment, net of tax














(0.4
)






(0.4
)Comprehensive loss






















(8.1
)Restricted stock issued, net of forfeitures






(0.8
)










0.8



Stock options exercised


















1.1



1.1Stock compensation






1.8















1.8Balance at December 31, 2006


0.2



35.5



76.0







(2.0
)


109.7Net loss










(8.2
)










(8.2
)Comprehensive loss






















(8.2
)Cumulative effect of adoption of FIN 48










0.4











0.4Restricted stock issued, net of forfeitures






(1.1
)










1.1



Stock options exercised






0.1











0.7



0.8Stock compensation






1.6















1.6Balance at December 31, 2007


0.2



36.1



68.2







(0.2
)


104.3Net loss










(35.4
)










(35.4
)Comprehensive loss






















(35.4
)Restricted stock issued, net of forfeitures






(0.2
)










0.2



Stock options exercised






0.1















0.1Stock compensation






1.3















1.3Balance at December 31, 2008

$
0.2


$
37.3


$
32.8


$



$
0.0


$
70.3    26




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In millions)Cash Flows From Operating Activities:Net loss

$
(35.4
)

$
(8.2
)

$
(7.7
)Adjustments to reconcile net loss to cash provided by operations:Net loss from discontinued operations


0.2



0.2



Depreciation and amortization


4.5



4.8



6.2Stock compensation expense


1.3



1.6



1.8Impairment of long-lived assets


8.7



1.3



10.7Gain on disposal of capital assets


(1.0
)


(2.4
)


Deferred income taxes


(4.1
)


0.3



(1.9
)Other adjustments


(0.1
)


1.0



1.6Changes in operating assets and liabilities:Trade accounts receivable


23.1



18.0



15.8Inventories


29.3



8.6



2.4Trade accounts payable


(26.6
)


(12.0
)


(26.4
)Other


3.7



0.6



(1.2
)Net cash provided from operating activities from operations


3.6



13.8



1.3Cash Flows From Investing Activities:Capital expenditures


(2.0
)


(3.0
)


(8.2
)Proceeds from disposition of capital assets


1.5



4.0



0.2Total cash provided from (used in) investing activities


(0.5
)


1.0



(8.0
)Cash Flows From Financing Activities:Payments of debt on term and revolving credit debt agreements


(242.3
)


(277.4
)


(439.1
)Borrowings of debt on term and revolving credit debt agreements


241.0



260.4



455.1Repayments of capital lease and other obligations


(1.2
)


(3.2
)


(5.3
)Debt issuance costs


(0.5
)






(0.4
)Exercise of stock options


0.9



1.1



1.1Total cash provided from (used in) financing activities


(2.1
)


(19.1
)


11.4Net increase (decrease) in cash and equivalents


1.0



(4.3
)


4.7Cash and equivalents, beginning of period


1.8



6.1



1.4Cash and equivalents, end of period

$
2.8


$
1.8


$
6.1Supplemental Disclosure of Cash Flow Information:Interest paid

$
2.3


$
4.3


$
4.8Income taxes paid (refunded)


(5.3
)


(4.4
)


4.8Cash received from exercise of stock options


0.4



0.6



0.8Non-cash financing activities:Assets acquired with debt obligations






1.1



1.8    27




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##### Table of Contents



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 YEARS
    ENDED DECEMBER 31, 2008, 2007 AND 2006
  (In Millions, Except Share and Per Share Data)
  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES  Organization
  Principles of Consolidation
  Reclassifications
  Revenue Recognition
  Use of Estimates
  Cash and Equivalents 
  Accounts Receivable
  Inventory (last-in, (first-in,
 28




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##### Table of Contents



Supplier Rebates
  Property, Plant and Equipment
  Goodwill and Other Intangible Assets
  Valuation of Long-Lived Assets
  Shipping
  Income Taxes
  Net Loss Per Share
  Accounting For Stock-Based Compensation
  Concentration of Credit Risk
  Accounting for Derivative Instruments and Hedging
    Activities
 29




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##### Table of Contents



Financial
    Information About Industry Segments.
  
  2.
    RECENT
    ACCOUNTING DEVELOPMENTS  Recent
    Accounting Developments.
      No. FAS 157-3, (FSP 157-3). FSP 157-3 FSP 157-3
  3.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS     30




---



##### Table of Contents



AccumulatedCost


Amortization2008


2007


2008


2007(In millions)Unamortizable intangible assets:Goodwill, net


9.6



18.3



N/A



N/AAmortizable intangible assets:(1)Covenant not to compete


2.5



2.5



1.6



1.2Customer relationships


1.4



1.4



0.3



0.2Trademarks


0.5



0.5



0.4



0.4     (1)
    
    Amortizable intangible assets are included in Other
    Assets    4.
    ALLOWANCE
    FOR DOUBTFUL ACCOUNTS    2008


2007


2006Balance at beginning of year

$
0.8


$
0.8


$
0.9Provision charged to expense


2.0



0.8



0.8Write-offs, less recoveries


(1.4
)


(0.8
)


(0.9
)Balance at end of year

$
1.4


$
0.8


$
0.8     5.
    LONG-TERM
    DEBT    2008


2007Revolving credit facility

$
23.5


$
24.8Other obligations


0.6



1.8Total debt


24.1



26.6Less current portion


0.4



1.2Long-term debt

$
23.7


$
25.4   Credit Agreement
 31




---



##### Table of Contents



Maturities
  2009

$
0.42010


2011


23.52012


2013


0.1Thereafter


0.1Total

$
24.1     6.
    PREFERRED
    SHARE PURCHASE RIGHTS    7.
    COMMITMENTS
    AND CONTINGENCIES   32




---



##### Table of Contents



NonCancelable


MinimumOperating


SubleaseLeases


Income


Net2009

$
16.0


$
(1.7
)

$
14.32010


14.0



(1.4
)


12.62011


12.3



(0.9
)


11.42012


10.0



(0.9
)


9.12013


6.4



(0.8
)


5.6Thereafter


14.8



(1.4
)


13.4Total minimum lease payments

$
73.5


$
(7.1
)

$
66.4          33




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##### Table of Contents



8.
    EMPLOYEE
    BENEFIT PLANS  Defined Benefit Plans
  Defined Contribution Plans
    9.
    STOCK AND
    INCENTIVE COMPENSATION PLANS  2005
    Executive Incentive Compensation Plan
   34




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##### Table of Contents



2005
    Non-Employee Directors Restricted Stock Plan
    EVA
    Incentive Compensation Plan
    Accounting
    For Stock-Based Compensation
      Stock
    Options
    2006Volatility


49
%Risk-free interest rate


4.4
%Dividend yield


0
%Expected life of options (years)


6Weighted average fair value of options granted

$
4.48    35




---



##### Table of Contents



AverageWeighted


Average


Aggregate


Remaining


UnrecognizedAverage


Remaining


Intrinsic


Vesting


CompensationShares


Exercise Price


Contractual


Value


Period


Expense(000s)


Per Share


Term (Years)


(000s)


(Months)


(000s)Options outstanding at January 1, 2006


1,292


$
4.90Granted


189



8.77Exercised


(198
)


4.11Forfeited


(59
)


7.82Options outstanding at December 31, 2006


1,224



5.49Granted






Exercised


(208
)


2.69Forfeited


(121
)


8.57Options outstanding at December 31, 2007


895



5.72Granted






Exercised


(170
)


2.30Forfeited


(260
)


5.56Options outstanding at December 31, 2008


465


$
7.06



4.2










$
Exercisable at December 31, 2008


437


$
6.95



4.0







N/A



N/A     Options OutstandingWeighted Average





Options ExercisableNumber


Remaining





NumberRange of

Outstanding


Contractual Life


Weighted Average


Exercisable


Weighted AverageExercise Price

(000s)


(Years)


Exercise Price


(000s)


Exercise Price$2.98


10



4.6


$
2.98



10


$
2.98$4.29 - $4.40


146



1.3



4.30



146



4.30$7.23


118



4.5



7.23



118



7.23$8.69 - $8.78


114



6.4



8.78



86



8.78$9.12 - $10.09


77



5.7



10.03



77



10.03Total


465



4.2


$
7.06



437


$
6.95  36




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##### Table of Contents



Restricted
    Stock and Restricted Stock Units
    AverageWeighted


Average


Aggregate


Remaining


UnrecognizedAverage


Remaining


Intrinsic


Vesting


CompensationShares


Grant Date


Contractual


Value


Period


Expense(000s)


Fair Value


Term (Years)


(000s)


(months)


(000s)Outstanding at January 1, 2006


97


$
9.69Granted


207



8.76Restricted stock vested


(73
)


8.67Forfeited


(21
)


9.47Outstanding at December 31, 2006


210



9.15Granted


262



6.12Restricted stock vested


(93
)


9.16Forfeited


(37
)


7.98Outstanding at December 31, 2007


342



6.95Granted


480



3.86Restricted stock vested


(132
)


7.41Forfeited


(92
)


5.08Outstanding at December 31, 2008


598


$
4.65



8.6


$
272



10


$
1,600Restricted stock units vested at December 31, 2008


36


$
7.91



7.7



16



N/A



N/A   10.
    INCOME
    TAXES    2008


2007


2006Current:U.S. Federal tax benefit

$



$
(4.1
)

$
(0.4
)State and local tax


0.1



0.1



Total current


0.1



(4.0
)


(0.4
)Deferred:U.S. Federal tax (benefit)


(4.1
)


0.3



(3.0
)State and local tax










1.1Total deferred


(4.1
)


0.3



(1.9
)Total income tax benefit

$
(4.0
)

$
(3.7
)

$
(2.3
)  37




---



##### Table of Contents



2008


2007


2006Federal statutory rate


35.0
%


35.0
%


35.0
%Increase (decrease) in taxes resulting from:State and local taxes


1.8



7.4



2.8Contingency accrual adjustment


0.2



0.8



1.8Valuation allowance adjustment


(23.3
)


(7.6
)


(13.6
)Nondeductible items


(3.4
)


(3.6
)


(2.1
)Other, net


(0.1
)


(0.4
)


(0.7
)Effective income tax rate


10.2
%


31.6
%


23.2
%       2008


2007Assets


Liabilities


Assets


LiabilitiesAccelerated depreciation

$
1.6


$



$
1.3


$
Goodwill


1.1











0.8Employee benefits related


1.6







2.2



Inventories


2.2







1.9



LIFO






9.5







9.1Insurance related


1.2







0.7



Other accrued liabilities


1.2







1.0



Accounts receivables


0.6







0.3



Income tax loss carryforwards


16.1







5.9



Other


0.3



0.5



0.3



0.6Gross deferred tax assets and liabilities


25.9



10.0



13.6



10.5Valuation allowance


(14.8
)






(5.9
)


Total

$
11.1


$
10.0


$
7.7


$
10.5    38




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##### Table of Contents



2008

2007Net current deferred taxes

$
(6.9
)

$
(5.3
)Net long-term deferred taxes


8.0



2.5       2008

2007Beginning Balance

$
0.3


$
0.4Lapse of statute of limitations






(0.1
)Ending Balance

$
0.3


$
0.3       11.
    BASIC AND
    DILUTED NET LOSS PER SHARE    2008


2007


2006Net loss available to common shareholdersNet loss from continuing operations

$
(35.2
)

$
(8.0
)

$
(7.7
)Net loss from discontinued operations


(0.2
)


(0.2
)


Net loss (numerator)

$
(35.4
)

$
(8.2
)

$
(7.7
)Weighted average number of basic and diluted shares outstanding
    (denominator)


20,923



20,570



20,270Net loss per share  Basic and DilutedNet loss from continuing operations

$
(1.68
)

$
(0.39
)

$
(0.38
)Net loss from discontinued operations


(0.01
)


(0.01
)


Net loss

$
(1.69
)

$
(0.40
)

$
(0.38
)  39




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##### Table of Contents



12.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)    First


Second


Third


Fourth


FullQuarter


Quarter


Quarter


Quarter


Year2008Net sales

$
166.8


$
195.4


$
182.8


$
126.0


$
671.0Gross profit


32.1



36.7



33.0



20.6



122.4Operating loss


(13.3
)


(2.8
)


(6.2
)


(14.3
)


(36.6
)Net loss from continuing operations


(9.8
)


(2.4
)


(7.7
)


(15.3
)


(35.2
)Net loss from discontinued operations






(0.1
)






(0.1
)


(0.2
)Net loss per share  DilutedNet loss from continuing operations

$
(0.47
)

$
(0.11
)

$
(0.37
)

$
(0.73
)

$
(1.68
)Net loss from discontinued operations






(0.01
)










(0.01
)Net loss

$
(0.47
)

$
(0.12
)

$
(0.37
)

$
(0.73
)

$
(1.69
)2007Net sales

$
222.4


$
239.5


$
233.0


$
179.9


$
874.8Gross profit


41.8



45.7



43.4



34.1



165.0Operating profit (loss)


(3.8
)


2.9



1.0



(7.6
)


(7.5
)Net income (loss) from continuing operations


(3.2
)


1.1



(0.1
)


(5.8
)


(8.0
)Net loss from discontinued operations


(0.2
)














(0.2
)Net income (loss) per share  DilutedNet income (loss) from continuing operations

$
(0.16
)

$
0.05


$



$
(0.28
)

$
(0.39
)Net loss from discontinued operations


(0.01
)














(0.01
)Net income (loss)

$
(0.17
)

$
0.05


$



$
(0.28
)

$
(0.40
)   13.
    DISCONTINUED
    OPERATIONS    14.
    ASSET
    IMPAIRMENT   40




---



##### Table of Contents



15.
    BRANCH
    CLOSURES AND OTHER SEVERANCE            OperatingInventory


Expenses


TotalJanuary 1, 2006

$



$



$
Branch closures and other severance


1.0



2.9



3.9Amount paid/utilized


(1.0
)


(1.7
)


(2.7
)Balance December 31, 2006






1.2



1.2Branch closures and other severance


1.5



4.2



5.7Amount paid/utilized


(1.5
)


(3.6
)


(5.1
)Balance December 31, 2007






1.8



1.8Branch closures and other severance


1.0



2.1



3.1Amount paid/utilized


(1.0
)


(3.0
)


(4.0
)Balance December 31, 2008

$



$
0.9


$
0.9   16.
    SUBSEQUENT
    EVENTS   41




---



##### Table of Contents



ITEM 9 
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    
 ITEM 9A 
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures Rule 13a-15(e)
      Managements Report on Internal Control Over Financial
    Reporting Rules 13a-15(f). Internal Control 
    Integrated Framework Internal Control  Integrated Framework,
  
 ITEM 9B 
    OTHER
    INFORMATION  Branch
    Closures
    
 PART III
  
 ITEM 10 
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   42




---



##### Table of Contents



www.huttig.com.
  (314) 216-2600
    
 ITEM 11 
    EXECUTIVE
    COMPENSATION    
 ITEM 12 
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forNumber of Securities to be

Weighted-Average

Future Issuance UnderIssued Upon Exercise of

Exercise Price of

Equity Compensation PlansOutstanding Options,

Outstanding Options,

(Excluding SecuritiesWarrants and Rights

Warrants and Rights

Reflected in Column(a))Plan Category

(a)

(b)

(c)Equity compensation plans approved by security holders


922,735


$
2.90



751,134
(1)Equity compensation plans not approved by security holders(2)


140,000
(3)

$
4.30



0Total


1,062,735


$
3.09



751,134     (1)
    
    To the extent such shares are not issued pursuant to future
    option grants, 751,134 of such shares are available for issuance
    in the form of awards of restricted stock under the
    Companys 2005 Executive Incentive Compensation Plan and 3
    of such shares are available for awards under the Companys
    2005 Non-Employee Director Restricted Stock Plan. 43




---



##### Table of Contents



(2)
    
    Includes written option agreements providing for option grants
    to certain of the Companys non-employee directors (see
    footnote (3) below).(3)
    
    Includes options to purchase 100,000 shares at a per share
    price of $4.29 granted on January 24, 2000 to
    Mr. Evans, a director of the Company. Includes options to
    purchase 20,000 shares at a per share exercise price of
    $4.34 granted on January 22, 2001 to each of
    Messrs. Bigelow and Forté both of whom are directors
    of the Company. Each of these options has vested in full. 
  ITEM 13 
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   
  ITEM 14 
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   
  PART IV
 
  ITEM 15 
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES                    Exhibit Index
  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

Amended and Restated Bylaws of the Company as amended as of
    September 26, 2007. (Incorporated by reference to
    Exhibit 3.1 to the Companys Current Report on
    Form 8-K
    filed with the Commission on September 28, 2007.)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

Amendment No. 2 to Rights Agreement, dated
    February 25, 2005, by and between the Company and Mellon
    Investor Services LLC, as Rights Agent (Incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K
    filed with the Commission on March 3, 2005.)4
.4

Amendment No. 3 to Rights Agreement, dated April 14,
    2005, by and between the Company and Mellon Investor Services
    LLC, as Rights Agent (Incorporated by reference to
    Exhibit 4.1 to the Companys Current Report on
    Form 8-K
    filed with the Commission on April 18, 2005.) 44




---



##### Table of Contents



4
.5

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
.6

Credit Agreement dated as of October 20, 2006 among the
    Company, Huttig, Inc. and Huttig Texas Limited Partnership, the
    other credit parties signatory thereto, the lenders signatory
    thereto, General Electric Capital Corporation, as agent lender,
    GE Capital Financial, Inc., as an L/C issuer and the other
    lenders signatory thereto from time to time (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2006.)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

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
.4

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
.5

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
.6

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
.7

Form of Indemnification Agreement for Executive Officers and
    Directors. (Incorporated by reference to Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed with the Commission on October 4, 2005.)10
.8

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
.9

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
.10

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
.11

Master Supply Agreement, dated August 2, 2004, between the
    Company and Woodgrain Millwork, Inc. (Incorporated by reference
    to Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2004)+10
.12

Joint Defense Agreement dated January 19, 2005, between the
    Company and The Rugby Group Ltd. and Rugby IPD Corp
    (Incorporated herein by reference to Exhibit 10.29 to the
    2004
    Form 10-K)+*10
.13

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
.14

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
.15

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
.16

EVA Incentive Compensation Plan (as amended effective
    January 1, 2004) (Incorporated by reference to
    Exhibit 10.38 to the Companys
    Form 10-K/A
    (Amendment No. 2) filed with the Commission on
    October 17, 2005)*10
.17

Deferred Compensation Plan (Incorporated by reference to
    Exhibit 10.39 to the Companys
    Form 10-K/A
    (Amendment No. 2) filed with the Commission on
    October 17, 2005)*10
.18

Letter agreement dated May 5, 2005 between David L.
    Fleisher and the Company (Incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005)*10
.19

2005 Executive Incentive Compensation Plan, as Amended and
    Restated Effective February 27, 2007 (Incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2007)*10
.20

2005 Nonemployee Directors Restricted Stock Plan
    (Incorporated by reference to Exhibit 10.6 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005)*10
.21

Form of Restricted Stock Agreement under 2005 Executive
    Incentive Compensation Plan (incorporated by reference to
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005) 45




---



##### Table of Contents



*10
.22

Form of Stock Option Agreement under 2005 Executive Compensation
    Plan (Incorporated by reference to Exhibit 10.8 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2005)*10
.23

Form of Restricted Stock Unit Agreement under the 2005
    Nonemployee Directors Restricted Stock Plan (incorporated
    by reference to Exhibit 10.33 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005)*10
.24

EVA Executive Incentive Plan for the year 2006 (Incorporated by
    reference to Exhibit 10.37 to the Companys Annual
    Report on
    Form 10-K
    for the year ended December 31, 2005.)*10
.25

Form of 2006 Amended and Restated Change of Control Agreement
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2006)*10
.26

Agreement between Hank Krey and the Company dated April 28,
    2006 (Incorporated by reference to Exhibit 10.1 to the
    Companys quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2006)*10
.27

Employment Agreement dated December 31, 2006 between
    Michael A. Lupo and the Company (Incorporated by reference to
    Exhibit 10.37 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006.)*10
.28

Executive Agreement dated December 4, 2006 between Jon P.
    Vrabely and the Company (Incorporated herein by reference to
    Exhibit 10.38 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006.)*10
.29

Separation Agreement and Release of All Claims between Darlene
    Schroeder and the Company fully executed on November 1,
    2007 (Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended September 30, 2007.)*10
.30

Deferred Compensation Plan  2008 Restatement
    (Incorporated herein by reference to Exhibit 10.33 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007)*10
.31

Offer Letter dated December 21, 2006 from the Company to
    Gregory W. Gurley (Incorporated herein by reference to
    Exhibit 10.34 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2007)*10
.32

Amended and Restated Executive Agreement between Huttig Building
    Products, Inc. and Jon Vrabely effective as of June 24,
    2008 (Incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 30, 2008)*10
.33

Compensation arrangements for certain named executive officers*10
.34

Compensation arrangements with outside directors21
.1

Subsidiaries23
.1

Consent of KPMG LLP, independent registered public accounting
    firm31
.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement.+
    
    Certain portions of this Exhibit have been omitted based on an
    order granting confidential treatment under the Securities
    Exchange Act of 1934. 46




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##### Table of Contents



SIGNATURES
      By:
    /s/  Jon
    P. Vrabely  President and Chief Executive Officer
      Signature

Title

Date/s/  Jon
    P. VrabelyJon
    P. Vrabely

President, Chief Executive Officer and Director

March 4, 2009/s/  Kenneth
    L. YoungKenneth
    L. Young

Vice President, Chief Financial Officer and Secretary

March 4, 2009/s/  R.
    S. EvansR.
    S. Evans

Chairman of the Board

March 4, 2009/s/  E.
    Thayer BigelowE.
    Thayer Bigelow

Director

March 4, 2009/s/  Richard
    S. FortéRichard
    S. Forté

Director

March 4, 2009/s/  Donald
    L. GlassDonald
    L. Glass

Director

March 4, 2009/s/  Michael
    A. LupoMichael
    A. Lupo

Director

March 4, 2009/s/  J.
    Keith MatheneyJ.
    Keith Matheney

Director

March 4, 2009/s/  Delbert
    H. TannerDelbert
    H. Tanner

Director

March 4, 2009/s/  Steven
    A. WiseSteven
    A. Wise

Director

March 4, 2009  47