##### 





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2007o

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 RegisteredCommon Stock, par value $.01 per share

New York Stock ExchangePreferred Share Purchase Rights

New York Stock Exchange   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
    Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
  June 30, 2007 $108 million
 February 15, 2008
  DOCUMENTS
    INCORPORATED HEREIN BY REFERENCE.
 Form 10-K.




---



##### 





PART I
  ITEM 1 
    BUSINESS  General
            Form 10-K,
  Industry
    Characteristics and Trends
     2




---



##### 



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; 3




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##### 




    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 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.    2007


2006


2005Millwork


50%



54%



53%General Building Products


37%



32%



30%Wood Products


13%



14%



17%   Customers
      Organization
      on-site
  Sales
  on-site
 4




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##### 



Distribution
    Strategy and Operations
            Competition
       5




---



##### 



Cyclicality,
    Seasonality and Working Capital
      Credit
    Backlog
    Tradenames
  ®
 6




---



##### 



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, Form 10-K.
  ITEM 1A 
    RISK
    FACTORS  Form 10-K,
  Our
    sales and profitability depend significantly on new residential
    construction and home improvement activity in markets in which
    we compete.
   7




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##### 



The
    industry in which we compete is highly cyclical, and any
    downturn resulting in lower demand or increased supply could
    have a materially adverse impact on our financial
    results.
    Our
    financial results reflect the seasonal nature of our
    operations.
    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.     8




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##### 



The
    termination of key supplier relationships or disruptions in the
    supply of products 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.
      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.
   9




---



##### 



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.
    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.
   10




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##### 



Our
    retained accident risk is based on estimates, which may not be
    accurate and adjustments to these estimates may have a material
    adverse affect on our results of operations in any period in
    which such adjustment occurs.
    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.
      ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS    ITEM 2 
    PROPERTIES    ITEM 3 
    LEGAL
    PROCEEDINGS   11




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##### 



Environmental
    Matters
       12




---



##### 



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      2007


2006High


Low


High


LowFirst Quarter


6.87



5.26



9.31



7.93Second Quarter


8.77



6.05



9.53



5.96Third Quarter


7.66



4.81



8.19



4.78Fourth Quarter


5.69



3.30



6.30



4.73      13




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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.
    
  12/02


12/03


12/04


12/05


12/06


12/07Huttig Building Products


$
100.00




105.26




366.67




294.74




185.61




140.00S&P 500


$
100.00




128.68




142.69




149.69




173.34




182.86Peer Group Index(1)


$
100.00




144.55




223.01




341.64




277.75




188.66   (1)
    
    The peer group includes the following companies: QEP Co., Watsco
    Inc., Building Materials Holding Corporation and Universal
    Forest Products, Inc. 14




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##### 



ITEM 6 
    SELECTED
    CONSOLIDATED FINANCIAL DATA    Year Ended December 31,2007


2006


2005(3)


2004


2003(In millions, except per share data)Income Statement Data(1):Net sales

$
874.8


$
1,102.7


$
1,097.2


$
938.4


$
790.5Cost of sales


709.8



896.9



884.7



756.4



639.5Gross margin


165.0



205.8



212.5



182.0



151.0Operating expenses


174.9



209.9



182.9



157.7



144.1Gain on disposal of capital assets


(2.4
)






(2.5
)


(4.6
)


(1.1
)Operating profit (loss)


(7.5
)


(4.1
)


32.1



28.9



8.0Interest expense, net


4.2



5.3



4.6



4.6



6.5Income (loss) from continuing operations before income taxes


(11.7
)


(10.0
)


27.5



23.8



2.2Provision (benefit) for income taxes


(3.7
)


(2.3
)


10.4



8.2



0.8Net income (loss) from continuing operations


(8.0
)


(7.7
)


17.1



15.6



1.4Per share:Net income (loss) from continuing operations (basic)


(0.39
)


(0.38
)


0.85



0.80



0.07Net income (loss) from continuing operations (diluted)


(0.39
)


(0.38
)


0.84



0.78



0.07Balance Sheet Data (at end of year):Total assets


212.7



250.6



271.3



218.8



228.6Debt  bank, capital leases and other obligations(2)


26.6



45.7



33.2



37.5



67.8Total shareholders equity


104.3



109.7



114.9



91.0



72.2     (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, Ltd. was acquired on
    January 11, 2005. 15




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##### 



ITEM 7 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
    Industry
    Conditions
      Critical
    Accounting Policies
    Accounts Receivable
  Inventory
  Valuation of Goodwill and Other Long-Lived
    Assets
 16




---



##### 



Contingencies
  Insurance 
  Supplier Rebates
  Income Taxes and/or
    Share-Based Compensation
     17




---



##### 



Results
    of Operations
  Fiscal
    2007 Compared to Fiscal 2006
  Continuing
    Operations
         18




---



##### 



Discontinued
    Operations
    Fiscal
    2006 Compared to Fiscal 2005
         19




---



##### 



Liquidity
    and Capital Resources
    Operations.
  Investing.
  Financing.
 20




---



##### 



Off-Balance
    Sheet Arrangements
    Divestitures
    Acquisition
    Commitments
    and Contingencies
    Payments Due by Period2009-


2011-


BeyondTotal


2008


2010


2012


2012Long-term debt, including current portion(1)

$
26.6


$
1.2


$
0.4


$
24.9


$
0.1Operating lease obligations


84.5



16.8



28.4



20.5



18.8Guaranteed payments(2)


1.5



0.4



0.8



0.3



Purchase obligations(3)


















Total

$
112.6


$
18.4


$
29.6


$
45.7


$
18.9  21




---



##### 



(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, Ltd. 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 2008
    and 2009, the supply agreement requires that we purchase a
    certain minimum unit volume of mouldings and door frames 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.  Recent
    Accounting Developments
    instrument-by-instrument
  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 success;
    our expectation that housing starts will decrease in 2008 from
    2007;
    our expectation that the severe downturn in new housing activity
    will continue to adversely affect our operating results during
    2008;
    our expectation that the bad debt expense could increase as our
    customers experience greater financial difficulties as a result
    of the current downturn in new housing activity;
    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; 22




---



##### 




    our belief that there are no material environmental liabilities
    at any of our current or former distribution center locations;
    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;
    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 expectations regarding the additional charges we will incur
    in the 2008 first quarter related to cost reduction actions
    initiated in the 2007 fourth quarter;
    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; and
    cyclical and seasonal trends.    Item 1A-Risk
  ITEM 7A 
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       23




---



##### 



ITEM 8 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTAL DATA  Report
    of Independent Registered Public Accounting Firm
     Internal Control 
    Integrated Framework Managements Report on Internal Control Over Financial
    Reporting
        Internal Control  Integrated
    Framework
      24




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2007


2006


2005(In millions, except share and per share data)Net sales

$
874.8


$
1,102.7


$
1,097.2Cost of sales


709.8



896.9



884.7Gross margin


165.0



205.8



212.5Operating expenses


174.9



209.9



182.9Gain on disposal of capital assets


(2.4
)






(2.5
)Operating income (loss)


(7.5
)


(4.1
)


32.1Interest expense, net


4.2



5.3



4.6Write-off of unamortized loan fees






1.1



Gain on derivative






(0.5
)


Income (loss) from continuing operations before income taxes


(11.7
)


(10.0
)


27.5Provision (benefit) for income taxes


(3.7
)


(2.3
)


10.4Income (loss) from continuing operations


(8.0
)


(7.7
)


17.1Income (loss) from discontinued operations, net of taxes


(0.2
)






1.3Net Income (loss)

$
(8.2
)

$
(7.7
)

$
18.4Net income (loss) from continuing operations per
    share  basic

$
(0.39
)

$
(0.38
)

$
0.85Net income (loss) from discontinued operations per
    share  basic


(0.01
)






0.07Net income (loss) per share  basic

$
(0.40
)

$
(0.38
)

$
0.92Net income (loss) from continuing operations per
    share  diluted

$
(0.39
)

$
(0.38
)

$
0.84Net income (loss) from discontinued operations per
    share  diluted


(0.01
)






0.06Net income (loss) per share  diluted

$
(0.40
)

$
(0.38
)

$
0.90    25




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(In millions)ASSETSCURRENT ASSETS:Cash and equivalents

$
1.8


$
6.1Trade accounts receivable, net


56.1



74.1Inventories, net


88.7



97.3Other current assets


13.6



15.9Total current assets


160.2



193.4PROPERTY, PLANT AND EQUIPMENTLand


5.6



6.0Building and improvements


30.2



32.8Machinery and equipment


30.0



31.9Gross property, plant and equipment


65.8



70.7Less accumulated depreciation


39.2



40.7Property, plant and equipment, net


26.6



30.0OTHER ASSETS:Goodwill, net


18.3



19.1Other


5.1



5.8Deferred income taxes


2.5



2.3Total other assets


25.9



27.2TOTAL ASSETS

$
212.7


$
250.6    26




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##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2007


2006(In millions, except share and per share data)LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current maturities of long-term debt

$
1.2


$
2.9Trade accounts payable


50.1



62.1Deferred income taxes


5.3



4.5Accrued compensation


6.3



7.8Other accrued liabilities


15.9



16.8Total current liabilities


78.8



94.1NON-CURRENT LIABILITIES:Long-term debt, less current maturities


25.4



42.8Other non-current liabilities


4.2



4.0Total non-current liabilities


29.6



46.8SHAREHOLDERS EQUITYPreferred shares; $.01 par (5,000,000 shares
    authorized)






Common shares; $.01 par (50,000,000 shares authorized:20,968,445 shares issued at December 31, 2007 and
    20,896,145 shares issued at December 31, 2006)


0.2



0.2Additional paid-in capital


36.1



35.5Retained earnings


68.2



76.0Less: Treasury shares, at cost (31,219 shares at
    December 31, 2007
    and 371,837 shares at December 31, 2006)


(0.2
)


(2.0
)Total shareholders equity


104.3



109.7TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
212.7


$
250.6    27




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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, 2005

$
0.2


$
33.4


$
65.3


$
(0.2
)

$
(7.7
)

$
91.0Net income










18.4











18.4Fair market value adjustment, net of tax














0.6







0.6Comprehensive income






















19.0Restricted stock issued, net of forfeitures






(0.5
)










0.5



Stock options exercised






1.0











3.3



4.3Stock compensation






0.6















0.6Balance at December 31, 2005


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
)Cummulative 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
)

$
104.3    28




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##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2006


2005(In millions)Cash Flows From Operating Activities:Net income (loss)

$
(8.2
)

$
(7.7
)

$
18.4Adjustments to reconcile net income (loss) to cash provided by
    operations:Net loss from discontinued operations


0.2







(1.3
)Depreciation and amortization


4.8



6.2



6.0Stock compensation


1.6



1.8



0.6Impairment of long-lived assets


1.3



10.7



Gain on disposal of capital assets


(2.4
)






(2.5
)Other adjustments


1.3



(0.3
)


0.3Changes in operating assets and liabilities:Trade accounts receivable


18.0



15.8



(9.4
)Inventories


8.6



2.4



(17.2
)Trade accounts payable


(12.0
)


(26.4
)


24.6Other


0.6



(1.2
)


(3.7
)Net cash provided from operating activities from continuing
    operations


13.8



1.3



15.8Net cash used in operating activities from discontinued
    operations










(1.0
)Total net cash provided from operating activities


13.8



1.3



14.8Cash Flows From Investing Activities:Capital expenditures


(3.0
)


(8.2
)


(6.5
)Acquisition of Texas operations










(15.0
)Proceeds from disposition of discontinued operations










10.8Proceeds from disposition of capital assets


4.0



0.2



2.8Total cash provided from (used in) investing activities


1.0



(8.0
)


(7.9
)Cash Flows From Financing Activities:Payments of debt on term and revolving credit agreements


(277.4
)


(439.1
)


(368.8
)Borrowings of debt on term and revolving credit agreements


260.4



455.1



359.8Repayment of capital lease and other obligations


(3.2
)


(5.3
)


(1.4
)Debt issuance costs






(0.4
)


Exercise of stock options


1.1



1.1



3.0Total cash provided from (used in) financing activities


(19.1
)


11.4



(7.4
)Net increase (decrease) in cash and equivalents


(4.3
)


4.7



(0.5
)Cash and equivalents, beginning of period


6.1



1.4



1.9Cash and equivalents, end of period

$
1.8


$
6.1


$
1.4Supplemental Disclosure of Cash Flow Information:Interest paid

$
4.3


$
4.8


$
4.2Income taxes paid (refunded)


(4.4
)


4.8



7.3Cash received from exercise of stock options


0.6



0.8



3.0Non-cash financing activities:Assets acquired with debt obligations


1.1



1.8



8.4    29




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 Years
    Ended December 31, 2007, 2006 and 2005
  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,
  Supplier Rebates
  Property, Plant and Equipment
 30




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets
  Valuation of Long-Lived Assets
  Shipping
  Income Taxes
  Net Income Per Share
  Accounting For Stock-Based Compensation
    Concentration of Credit Risk
 31




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Derivative Instruments and Hedging
    Activities
  Financial
    Information About Industry Segments
  
  2.
    RECENT
    ACCOUNTING DEVELOPMENTS  Recent
    Accounting Developments.
      3.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS   32




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AccumulatedCost


Amortization2007


2006


2007


2006Unamortizable intangible assets:Goodwill, net

$
18.3


$
19.1



N/A



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


2.5



2.5


$
1.2


$
0.8Customer relationships


1.4



1.4



0.2



0.1Trademarks


0.5



0.5



0.4



0.3     (1)
    
    Amortizable intangible assets are included in Other
    Assets    4.
    ALLOWANCE
    FOR DOUBTFUL ACCOUNTS    2007


2006


2005Balance at beginning of year

$
0.8


$
0.9


$
0.8Provision charged to expense


0.8



0.8



0.2Write-offs, less recoveries


(0.8
)


(0.9
)


(0.1
)Balance at end of year

$
0.8


$
0.8


$
0.9   5.
    LONG-TERM
    DEBT    2007


2006Revolving credit facility

$
24.8


$
41.8Other obligations


1.8



3.9Total debt


26.6



45.7Less current portion


1.2



2.9Long-term debt

$
25.4


$
42.8   Credit Agreement
 33




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Maturities
  2008

$
1.22009


0.42010


2011


24.92012


Thereafter


0.1Total

$
26.6     6.
    PREFERRED
    SHARE PURCHASE RIGHTS   34




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    COMMITMENTS
    AND CONTINGENCIES    Non-Cancelable


MinimumOperating


SubleaseLeases


Income


Net2008

$
18.2


$
(1.4
)

$
16.82009


15.9



(1.2
)


14.72010


14.7



(1.0
)


13.72011


12.1



(0.6
)


11.52012


9.6



(0.6
)


9.0Thereafter


20.6



(1.8
)


18.8Total minimum lease payments

$
91.1


$
(6.6
)

$
84.5        35




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        8.
    EMPLOYEE
    BENEFIT PLANS  Defined Benefit Plans
  Defined Contribution Plans
    9.
    STOCK AND
    INCENTIVE COMPENSATION PLANS  2005
    Executive Incentive Compensation Plan
   36




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005
    Non-Employee Directors Restricted Stock Plan
    EVA
    Incentive Compensation Plan
    Accounting
    For Stock-Based Compensation
   37




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005(In millions,except per share amounts)Net income as reported

$
18.4Add: Stock-based employee compensation expense included in
    reported net income, net of related tax effects


0.4Deduct: Total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    related tax effects


(0.8
)Net income, pro forma

$
18.0Net income per share  basicAs reported

$
0.92Pro Forma

$
0.90Net income per share  dilutedAs reported

$
0.90Pro Forma

$
0.88       Stock
    Options
    2006


2005Volatility


49
%


50
%Risk-free interest rate


44
%


41
%Dividend yield


0
%


0
%Expected life of options (years)


6



6Weighted average fair value of options granted

$
4.48


$
5.18      38




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      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, 2005


1,841


$
4.49Granted


142



10.05Exercised


(635
)


4.72Forfeited


(56
)


5.81Options outstanding at December 31, 2005


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


$
5.72



3.3


$




10


$
146Exercisable at December 31, 2007


811


$
5.37



2.8


$




N/A



N/A     Options Outstanding


Options ExercisableWeightedAverageNumber


Remaining


Weighted


Number


WeightedRange of

Outstanding


Contractual Life


Average


Exercisable


AverageExercise Price

(000s)


(Years)


Exercise Price


(000s)


Exercise Price$2.30


250



0.3


$
2.30



250


$
2.30$2.98


10



5.6



2.98



10



2.98$4.29  $4.40


181



2.5



4.31



181



4.31$7.23


233



3.3



7.23



233



7.23$8.69  $8.78


133



7.7



8.77



69



8.77$9.12  $10.09


88



6.9



10.04



68



10.04Total


895



3.3


$
5.72



811


$
5.37  39




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 December 31, 2005


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


$
6.95



8.9


$
1,182



11


$
1,418Restricted stock units vested atDecember 31, 2007


28


$
8.73



8.1


$
95



N/A



N/A   10.
    INCOME
    TAXES    2007


2006


2005Current:U.S. Federal tax (benefit)

$
(4.1
)

$
(0.4
)

$
9.7State and local tax


0.1







0.4Total current


(4.0
)


(0.4
)


10.1Deferred:U.S. Federal tax (benefit)


0.3



(3.0
)


0.2State and local tax






1.1



0.1Total deferred


0.3



(1.9
)


0.3Total income tax (benefit)

$
(3.7
)

$
(2.3
)

$
10.4  40




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Federal statutory rate


35.0
%


35.0
%


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


7.4



2.8



2.5Contingency accrual


0.8



1.8



Valuation allowance


(7.6
)


(13.6
)


Nondeductible items


(3.6
)


(2.1
)


0.8Other, net


(0.4
)


(0.7
)


(0.4
)Effective income tax rate


31.6
%


23.2
%


37.9
%       2007


2006Assets


Liabilities


Assets


LiabilitiesAccelerated depreciation

$
1.3


$



$
1.2


$
Goodwill






0.8







0.6Purchase price book and tax basis differences


0.3







0.5



Inventories






6.9







6.7Insurance related


0.7







0.8



Employee benefits related


1.5







1.4



Other accrued liabilities


0.9







0.8



State tax loss carryforwards


5.9







5.1



Other


0.2







0.3



Gross deferred tax assets and liabilities


10.8



7.7



10.1



7.3Valuation allowance


(5.9
)






(5.0
)


Total

$
4.9


$
7.7


$
5.1


$
7.3   .
 41




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Net current deferred taxes

$
(5.3
)

$
(4.5
)Net long-term deferred taxes


2.5



2.3       Balance at January 1, 2007

$
0.4Lapse of statute of limitations


(0.1
)Balance at December 31, 2007

$
0.3      42




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    BASIC AND
    DILUTED NET INCOME PER SHARE    2007


2006


2005Net income (loss) available to common shareholdersNet income (loss) from continuing operations

$
(8.0
)

$
(7.7
)

$
17.1Net income (loss) from discontinued operations


(0.2
)






1.3Net income (loss) (numerator)

$
(8.2
)

$
(7.7
)

$
18.4Weighted average number of basic shares outstanding (denominator)


20,570



20,270



19,917Net income (loss) per share  BasicNet income (loss) from continuing operations

$
(0.39
)

$
(0.38
)

$
0.85Net income (loss) from discontinued operations


(0.01
)






0.07Net income (loss)

$
(0.40
)

$
(0.38
)

$
0.92Weighted average number of basic shares outstanding


20,570



20,270



19,917Effect of dilutive securities










472Weighted average number of diluted shares outstanding
    (denominator)


20,570



20,270



20,389Net income (loss) per share  DilutedNet income (loss) from continuing operations

$
(0.39
)

$
(0.38
)

$
0.84Net income (loss) from discontinued operations


(0.01
)






0.06Net income (loss)

$
(0.40
)

$
(0.38
)

$
0.90    43




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    SELECTED
    QUARTERLY FINANCIAL DATA (UNAUDITED)    First


Second


Third


Fourth


FullQuarter


Quarter


Quarter


Quarter


Year2007Net 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 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
)2006Net sales

$
281.1


$
$296.3


$
294.2


$
231.1


$
1,102.7Gross profit


54.7



56.4



49.9



44.8



205.8Operating profit (loss)


4.9



6.7



(13.1
)


(2.6
)


(4.1
)Net income (loss) from continuing operations


2.4



3.3



(9.1
)


(4.3
)


(7.7
)Net income from discontinued operations


















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

$
0.12


$
0.16


$
(0.45
)

$
(0.21
)

$
(0.38
)Net income from discontinued operations


















Net income (loss)

$
0.12


$
0.16


$
(0.45
)

$
(0.21
)

$
(0.38
)   13.
    DISCONTINUED
    OPERATIONS    14.
    ACQUISITION   44




---



##### 



HUTTIG
    BUILDING PRODUCTS, INC. AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    15.
    ASSET
    IMPAIRMENT    16.
    BRANCH
    CLOSURES AND OTHER SEVERANCE          OperatingInventory


Expenses


TotalBalance December 31, 2005

$



$



$
Branch closures and other serverance


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 serverance


1.5



4.2



5.7Amount paid/utilized


(1.5
)


(3.6
)


(5.1
)Balance December 31, 2007

$



$
1.8


$
1.8    45




---



##### 



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   46




---



##### 



PART III
  ITEM 10 
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      www.huttig.com
       (314) 216-2600
    ITEM 11 
    EXECUTIVE
    COMPENSATION    ITEM 12 
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   47




---



##### 



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 Option


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


1,062,557


$
4.11



913,651(1
)Equity compensation plans not approved by security holders(2)


175,000
(3)

$
4.31



Total


1,237,557


$
4.14



913,651     (1)
    
    To the extent such shares are not issued pursuant to future
    option grants, 886,000 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
    27,651 of such shares are available for awards under the
    Companys 2005 Non-Employee Directors Restricted
    Stock Plan.(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, Forté and Gardner, all of whom are
    directors of the Company. Includes options to purchase
    15,000 shares at a per share price of $4.34 granted on
    January 22, 2001 to Mr. Tullis, a former director 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   48




---



##### 



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.)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.) 49




---



##### 



*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

Asset Purchase and Sale Agreement, dated January 11, 2005,
    between Huttig Texas Limited Partnership, a subsidiary of the
    Company and Texas Wholesale Building Materials, Ltd.
    (Incorporated by reference to Exhibit 10.26 to the 2004
    Form 10-K)10
.13

Asset Purchase and Sale Agreement, dated January 11, 2005,
    between the Company and Hendricks Companies, Inc. (Incorporated
    by reference to Exhibit 10.27 to the 2004
    Form 10-K)10
.14

Settlement Agreement dated January 19, 2005, between the
    Company and The Rugby Group Ltd. and Rugby IPD Corp.
    (Incorporated by reference to Exhibit 10.28 to the
    Companys
    Form 10-K/A
    (Amendment No. 1) filed with the Commission on
    August 8, 2005)10
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

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
.23

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
.24

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) 50




---



##### 



*10
.25

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
.26

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
.27

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
.28

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
.29

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
.30

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
.31

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
.32

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
.33

Deferred Compensation Plan  2008 Restatement*10
.34

Offer Letter dated December 21, 2006 from the Company to
    Gregory W. Gurley*10
.35

Compensation arrangements for certain named executive officers*10
.36

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. 51




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##### 



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

February 29, 2008/s/  DAVID
    L. FLEISHERDavid
    L. Fleisher

Vice President and Chief Financial Officer
    (Principal Accounting Officer)

February 29, 2008/s/  R.
    S. EVANSR.
    S. Evans

Chairman of the Board

February 26, 2008/s/  E.
    THAYER BIGELOWE.
    Thayer Bigelow

Director

February 29, 2008/s/  RICHARD
    S. FORTÉRichard
    S. Forté

Director

February 26, 2008/s/  DORSEY
    R. GARDNERDorsey
    R. Gardner

Director

February 27, 2008/s/  PHILIPPE
    J. GASTONEPhilippe
    J. Gastone

Director

February 26, 2008/s/  DONALD
    L. GLASSDonald
    L. Glass

Director

February 26, 2008/s/  MICHAEL
    A. LUPOMichael
    A. Lupo

Director

February 29, 2008/s/  J.
    KEITH MATHENEYJ.
    Keith Matheney

Director

February 29, 2008/s/  DELBERT
    H. TANNERDelbert
    H. Tanner

Director

February 26, 2008/s/  STEVEN
    A. WISESteven
    A. Wise

Director

February 29, 2008  52