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Exhibit 10.33
 HUTTIG BUILDING PRODUCTS, INC.
 DEFERRED COMPENSATION PLAN
 (2008 RESTATEMENT)




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HUTTIG BUILDING PRODUCTS, INC.
DEFERRED COMPENSATION PLAN
(2008 RESTATEMENT)
 ARTICLE I  INTRODUCTION
 1.1
    
    History and Structure.The Huttig Building Products, Inc. Deferred Compensation Plan
(Plan) was adopted effective as of January 1, 2002.The vested account balances in the plan were frozen as of December 31, 2004, except for
adjustments for earnings and losses, because of Section 409A of the Internal Revenue Code
enacted by the American Jobs Creation Act of 2004. Contributions after 2004 and amounts
that became vested after 2004 were credited to separate accounts designed to comply with
Section 409A. This 2008 Restatement governs payment of amounts credited to such separate
accounts.1.2
    
    Purpose of the Plan.The purpose of the Plan is to attract and retain competent management
and other highly compensated employees by offering Eligible Employees flexible compensation
opportunities, including:
 
    
    allowing Participants to defer current pretax income and earn a tax-deferred
rate of return on their deferred compensation in order to save for retirement and for
shorter periods of time for purposes other than retirement; and
    
    replacing matching contributions from the Company that are not available under
limitations on Participants deferrals under Huttigs 401(k) Plan.
 The Plan shall not constitute a qualified plan subject to the limitations of Section
401(a) of the Code, nor shall it constitute a funded plan, for purposes of such
requirements. The Plan shall be exempt from the participation and vesting requirements of
Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the
fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded
plans which are unfunded and maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly compensated
employees.1.3
    
    Effect of Restatement.This 2008 Restatement is effective January 1, 2008, except as
otherwise explicitly provided in this document.Each Participants vested Accounts as of December 31, 2004, without regard to any credits
for contributions or transfers as described in Sections 4.1 and 4.4 thereafter, but as
adjusted for earnings or losses in accordance with Section 4.3 from time to time, are
referred to as the Grandfathered Accounts. Payment of benefits credited to Grandfathered
Accounts shall be governed by the Deferred Compensation Plan as in effect on October 3,
2004.
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Amounts that became vested on or after January 1, 2005, and contributions or transfers as
described in Sections 4.1 and 4.4 for periods on and after January 1, 2005, each as
adjusted for earnings or losses in accordance with Section 4.3, are credited to separate
accounts. Payment of amounts during the period after 2004 and before 2008 that were
credited to such non-grandfathered accounts were administered in accordance with a good
faith interpretation of §409A and IRS regulations and guidance thereunder, as documented in
part in annual prospectuses, plan summaries and administration forms.On and after January 1, 2008, payment of amounts credited to such non-grandfathered
accounts shall be governed by this 2008 Restatement, as amended from time to time.
 ARTICLE II  DEFINITIONS AND CONSTRUCTION
 2.1
    
    Definitions.The following words and phrases shall have the meaning set forth below,
unless a different meaning is required by the context in which the word or phrase is used.
 (a)
    
    Accountshall mean one or more bookkeeping accounts, established in accordance
with Article IV hereof, to which a Participants Deferred Compensation and any
Matching Contributions are credited, together with any earnings thereon.(b)
    
    Affiliateshall mean (i) a corporation that is a member of a controlled group
of corporations (as determined pursuant to Section 414(b) of the Code) which includes
the Company and (ii) a trade or business (whether or not incorporated) which is under
common control (as determined pursuant to Section 414(c) of the Code) of the Company.(c)
    
    Beneficiaryshall mean the person or persons designated by the Participant in
a written instrument filed with the Committee to receive payment of the Participants
Account upon the death of the Participant.(d)
    
    Boardshall mean the Board of Directors of the Company.(e)
    
    Claimantshall have the meaning set forth in Section 8.3 hereof.(f)
    
    Codeshall mean the Internal Revenue Code of 1986, as amended.(g)
    
    Committeeshall mean the individual or individuals designated by the Company
to administer the Plan in accordance with Article VIII hereof. If at any time no
Committee shall be in office, the functions of the Committee specified in the Plan
shall be exercised by the Board.(h)
    
    Common Stockshall mean the Common Stock, par value $.01 per share, of the
Company.
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(i)
    
    Companyshall mean Huttig Building Products, Inc., a Delaware corporation.(j)
    
    Compensationshall mean a Participants base salary, bonus and/or commission. The Committee
may, for the next succeeding Plan Year, change the types of compensation properly deferrable
under the Plan prior to the Deferral Election Deadline.(k)
    
    Deferral Electionshall mean the agreement between the Company and an Eligible Employee
pursuant to which the Eligible Employee consents to participation and the deferral of
Compensation hereunder, and designates the type and amount of Compensation to be deferred for
a Plan Year.(1)
    
    Deferral Election Deadlineshall mean the date the Committee designates by Rule as the last
date an Eligible Employee may file a Deferral Election with the Committee for the next
succeeding Plan Year which shall in no event be later than the last day of the Plan Year
preceding the Plan Year for which the Deferral Election is made.Notwithstanding the preceding, the Deferral Election Deadline for an Employee who becomes
an Eligible Employee during a Plan Year and who satisfies the requirements for
newly-eligible status under Section 409A of the Code, shall mean the 30th day
after such individual became an Eligible Employee.(m)
    
    Deferred Compensationshall mean the Compensation elected by the Participant to be deferred
pursuant to the Plan.(n)
    
    Eligible Employeeshall mean an Employee of the Employer whom the Committee designates as
eligible to participate in the Plan. Notwithstanding the foregoing, the Committee shall
permit only a select group of management or highly compensated employees to be Eligible
Employees.(o)
    
    Employeeshall mean any person employed as an employee by the Employer and on the payroll of
the Employer. If a persons status as an employee is redetermined retroactively, such
redetermination shall not affect participation in the Plan prior to the redetermination.(p)
    
    Employershall mean the Company and any Affiliate that has adopted the Plan with consent of
the Company.(q)
    
    ERISAshall mean the Employee Retirement Income Security Act of 1974, as amended.(r)
    
    Fair Market Valueof a share of Common Stock shall mean the fair value thereof, determined
under such Rules as the Committee may establish. Unless the Committee so establishes a
different meaning, Fair Market Value of a share of Common Stock shall mean as of a particular
date, (i) if shares of Common Stock
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are listed on a national securities exchange, the closing sales price per share of Common
Stock on the consolidated transaction reporting system for the principal national
securities exchange on which shares of Common Stock are listed on that date or, if there
shall have been no such sale so reported on that date, on the last preceding date on which
such a sale was so reported, (ii) if shares of Common Stock are not so listed but are
quoted on the NASDAQ National Market, the closing sales price per share of Common Stock
reported by the NASDAQ National Market on that date, or, if there shall have been no such
sales reported on that date, on the last preceding date on which such a sale was so
reported or (iii) if the Common Stock is not so listed or quoted but is traded in the
over-the-counter market, the mean between the closing bid and asked price on that date, or,
if there are no quotations available for such date, on the last preceding date on which
such quotations shall be available, as reported by the NASDAQ Stock Market, or, if not
reported by the NASDAQ Stock Market, by the National Quotations Bureau Incorporated.(s)
    
    Fundsshall mean one or more of the mutual funds, investment portfolios or contracts
selected by the Committee.(t)
    
    Huttig401(k)Planshall mean the Huttig Building Products, Inc. Savings and Profit Sharing
Plan, as the same may be amended from time to time and intended to constitute a cash or
deferred plan in accordance with the provisions of Section 401(k)of the Code.(u)
    
    Participantshall mean each Eligible Employee who has properly completed and filed a
Deferral Election with the Committee.(v)
    
    Permanent Disabilityshall have the meaning given to such term in the Huttig 401(k)Plan.(w)
    
    Planshall mean this Huttig Building Products, Inc. Deferred Compensation Plan, as amended
from time to time.(x)
    
    Plan Yearshall mean the calendar year.(y)
    
    Pre-Retirement Accountshall mean the Account or Accounts to which a Participant elects to
contribute Deferred Compensation and from which, pursuant to Article V, distributions are
made.(z)
    
    Retirementshall mean a Participants Termination of Employment on or after attainment of
age 55.(aa)
    
    Retirement Accountshall mean the Account to which a Participant elects to contribute
Deferred Compensation and to which Company matching contributions are made, and from which,
pursuant to Article V, distributions are made.
 
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(bb)
    
    Ruleshall mean a determination, regulation, standard, or rule of general
applicability made by the Committee or the Board.(cc)
    
    Specified Employeeshall mean a Specified Employee as defined in Treas. Reg. §
1.409A  l(i) (generally officers earning over $140,000, as indexed for inflation, per
year who are among the 50 highest paid employees).(dd)
    
    Termination of Employmentshall mean separation from service from the Company
and its affiliates (generally 50% common control with the Company), as defined in IRS
regulations under Section 409A of the Code (generally, a decrease in the performance
of services to no more than 20% of the average for the preceding 36-month period, and
disregarding leave of absences up to six months where there is a reasonable
expectation the Employee will return).
 2.2
    
    Construction.If any provision of the Plan or any Rule is determined to be for any reason
invalid or unenforceable, the remaining provisions of the Plan and the remaining Rules shall
continue in full force and effect. The terms and provisions of the Plan and the Rules
hereunder shall be construed and enforced according to the principles, and in the priority,
as follows: first, in accordance with the meaning under, and which will bring the Plan into
conformity with, section 409A of the Code; and secondly in accordance with the laws of the
State of Delaware (other than its laws regarding choice of laws). The Plan shall be deemed to
contain the provisions necessary to comply with such laws. The masculine gender, where
appearing in the Plan or the Rules, shall include the feminine gender, and vice versa. The
terms delivered to the Committee and filed with the Committee, as used in the Plan or the
Rules, shall include, respectively, delivery to and filing with a person or persons
designated by the Committee for the disbursement and the receipt of administrative forms.
Headings and subheadings in the Plan or the Rules are for the purpose of reference only and
are not to be considered in the construction of the Plan or the Rules.
 ARTICLE III  PARTICIPATION AND VESTING
 3.1
    
    Eligibility and Participation.An Eligible Employee who properly completes and files with the
Committee a Deferral Election pursuant to which a portion of his Compensation is deferred
under the Plan shall become a Participant. A Participant shall remain a Participant with
respect to his existing Account until his entire Account under the Plan is extinguished,
through distribution or otherwise; provided, however, that except as set forth in this Section
3.1, a Participants Deferral Election shall be effective only for Compensation earned for
service performed during the Plan Year for which it was filed (in the case of a newly-Eligible
Employee during a Plan Year, the Deferral Election shall be effective for Compensation for
services performed after the date of such election). Base salary Compensation paid after the
end of a Plan Year for services performed during the final payroll period of the preceding
Plan Year shall be treated as base salary Compensation for services performed in the
subsequent Plan Year.
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3.2
    
    Ceasing to be an Eligible Employee.Status as an Eligible Employee will be redetermined
from time to time, at least annually; provided that an Eligible Employee may be designated
as ineligible only as of the first day of a subsequent Plan Year. If an Eligible Employee
desires to participate during a Plan Year, he must file a Deferral Election for such Plan
Year by the Deferral Election Deadline. If an individual ceases for any reason to be an
Eligible Employee, through Termination of Employment or otherwise, he shall not again
become eligible to make a Deferral Election until he again becomes an Eligible Employee.3.3
    
    Vesting.A Participant shall be 100% vested at all times in his Account balances
representing Deferred Compensation and earnings, interest and losses thereon. A Participant
shall become vested in his Account balances representing Company matching contributions that
may be credited to a Participants account under Section 4.4 hereof in accordance with the
following schedule:
 Years of Service
 Interest
    
    VestedLess than 1 year
    
    None1 year but fewer than 2
    
    
    20
    %2 years but fewer than 3
    
    
    40
    %3 years but fewer than 4
    
    
    60
    %4 years but fewer than 5
    
    
    80
    %5 years or more
    
    
    100
    %
 Years of service for vesting purposes hereunder shall be determined in accordance with the
provisions of the Huttig 401(k) Plan. However, a Participant will become 100% vested,
regardless of years of service, if he suffers a Permanent Disability, reaches age 65, or
dies while actively employed.
 ARTICLE IV  DEFERRAL ELECTIONS, CREDITING OF ACCOUNTS, EMPLOYER CONTRIBUTIONS
 4.1
    
    Deferral Elections.Each Eligible Employee shall be provided an opportunity to make a
Deferral Election with respect to such portion of his Compensation as the Committee designates
by Rule. The Committee may require or permit separate Deferral Elections to be made with
respect to different elements of Compensation, and may provide that Deferral Elections shall
be subject to minimum and maximum limitations on the amount deferred; provided, however, that
a Participant may not defer more than 44% of his salary and 44% of his commission or bonus for
any Plan Year, or such lesser percentages established by the Committee prior to the
commencement of the Plan Year. Deferral Elections for a Plan Year shall be filed with the
Committee no earlier than the date permitted by the Committee, and no later than the Deferral
Election Deadline. Deferral Elections for a Plan Year shall become irrevocable at such time as
the Committee may designate by Rule, but (except in the case of a newly-Eligible Employee) no
later than the last day of the preceding Plan Year. A newly-Eligible Employees Deferral
Election
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shall become irrevocable 30 days after the date the Employee became an Eligible Employee. A
Participants Deferral Election shall automatically terminate upon the earlier to occur of
(i) the end of the Plan Year for which it was filed, (ii) with respect to base salary
deferrals, his Termination of Employment, or (iii) the date on which the Participant
received a hardship distribution under the Huttig
401(k) Plan and such plan requires that
deferrals be suspended for a period of time following the hardship distribution. If a
Deferral Election is cancelled because of a 401 (k) hardship distribution, any later
Deferral Elections shall be subject to the provisions governing initial deferral elections.
The Committee shall determine the form and manner of filing the Deferral Election, which
shall be by such means as the Committee shall require or permit, including, but not limited
to traditional writing or electronic means.4.2
    
    Participant Accounts.Pursuant to each Participants Deferral Election, there may be
established a Retirement Account and up to one new or existing Pre-Retirement Account, as
designated by the Participant, to which there shall be credited any Deferred Compensation.
The amounts deferred in accordance with the Participants Deferral Election shall be credited
to the Participants Account(s) as soon as administratively feasible after the regular
compensation payment dates that such amounts would otherwise have been paid as current cash
compensation had there been no deferral. Subject to limitations applicable to Account
balances invested in Common Stock as may be determined by the Committee, Participants may be
able to rebalance their accumulated Account balances among the Funds available for deferral
of Compensation under the Plan. Establishment and maintenance of Accounts hereunder shall not
be construed as giving any person any interest in assets of the Employer, or a right to
payment other than as provided hereunder. An Account shall be maintained until all amounts
credited to such Account have been withdrawn, distributed, forfeited, or otherwise
extinguished in accordance with the terms and provisions of this Plan.4.3
    
    Directed Investments; Rates of Return.Each Participants Account shall be credited with a
number of shares of one or more Funds (which may be hypothetical or actual, as determined by
the Committee), made available by the Committee and elected by the Participant in his Deferral
Election with regard to his Deferred Compensation. The number of such actual or hypothetical
shares shall be determined by dividing the cash amount directed to each Fund by the net asset
value of such Fund. Earnings and/or losses on Account balances shall be determined as though
such balances had actually been invested in the Funds selected by the Participant, on the
basis of actual earnings or losses of those Funds, whether or not the Company invests any
assets in any actual investment funds. The Committee may approve, as a hypothetical investment
option for a Participants Deferred Compensation, shares of Common Stock, and unless otherwise
determined by the Committee, credits for 50% of Company matching contributions shall be deemed
to be invested in shares of Common Stock. The number of such shares shall be determined by
dividing the amount of the Participants Deferred Compensation and/or the Companys matching
contribution invested or credited in Common Stock by the Fair Market Value of the Common Stock
on the date such Deferred Compensation or matching contributions are credited to his Account.
 
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4.4
    
    Company Contributions.The Company shall credit each Participants Retirement Account
with a matching contribution equal to (a) 50% of the Participants Deferred Compensation
(regardless of whether such Deferred Compensation is credited to his Retirement Account or
to his Pre-Retirement Account), up to a maximum of 6% of such Participants total
Compensation, less (b) the maximum Matching Contributions (as such term is defined in the
Huttig 401 (k) Plan) the Participant could have received in the Huttig 401 (k) Plan at a 6%
contribution rate.When credited to an Eligible Participants Retirement Account, unless otherwise determined
by the Committee, 50% of any Company matching contributions will be in the form of Common
Stock. Eligible Participants may transfer (in accordance with procedures established by the
Committee) any such Company contributions out of Common Stock and into any other Funds
available under the Plan only when such amounts are fully vested in accordance with Section
3.3, or in the event that Common Stock ceases to be offered as an investment option under
the Plan.
 ARTICLE V  DISTRIBUTION OF BENEFITS
 5.1
    
    Time and Form of Distribution of Grandfathered Benefits.The time and form of distribution
for a Participants Grandfathered Benefit shall be the form and at the time or times provided
by the terms of the Plan as in effect on October 3, 2004.5.2
    
    Time of Distribution.As a part of making a Deferral Election, a Participant shall elect the
time and form of distribution of his Account. If a Participant elects to defer some of his
Compensation into a Pre-Retirement Account, as provided in Section 4.2, he shall designate a
time of payment not earlier than five years after the first year for which the Deferral
Election is made. Alternatively, the Participants Deferral Election may elect a distribution
at Retirement. Company Matching Contributions made pursuant to Section 4.4 are credited to the
Participants Retirement Account.A Participant may elect to further defer distribution of a Pre-Retirement or Retirement
Account, or change his election from lump sum to installments or from installments to lump
sum, in accordance with Section 5.6.5.3
    
    Form of Distribution.A Participant shall elect the form of distribution on his Deferral
Election. Optional forms of distribution for Retirement Accounts shall include a single lump
sum payment or annual installment payments for 5, 10 or 15 years. Optional forms of
distribution for Pre-Retirement Accounts shall include a single lump sum payment or annual
installment payments for up to five years. If a Participants entire vested Account at the
time of any payment is less than $10,000, the payment shall be made in a single lump-sum,
regardless of the form of payment selected by the Participant.Pre-Retirement and/or Retirement Accounts in which a Participant has elected payment in
installments shall continue to be credited with earnings and/or reduced to reflect losses
in accordance with Section 4.3 until such Accounts are paid in full. The amount of each
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installment payment shall be determined under the declining balance accounting method. For
example, a five year installment payout would be paid as follows: 1/5 of the Account balance
in the first year;
1/4th of
the remaining Account balance in the second year; 1/3rd of the
remaining Account balance in the third year; 1/2 of the remaining Account balance in the
fourth year; and the balance of the remaining Account balance in the fifth year.For purposes of this Plan, a series of installment payments shall be treated as a single
payment pursuant to Treas. Reg. §1.409A-2(b)(2).5.4
    
    Alternate Time and Form of Payment.Notwithstanding a Participants Deferral Election, (a)
if a Participant experiences a Termination of Employment prior to the time that he is
eligible for Retirement, his entire vested Account balance shall be payable to him in a
single lump-sum immediately upon such Termination of Employment; and (b) on a Participants
Retirement, any Pre-Retirement Account (including Pre-Retirement Accounts in pay status)
shall be paid in accordance with the Participants Retirement Account election or, if no such
election has been made, in a single lump sum payment immediately on Retirement; provided,
however, if a Participant retired before January 1, 2008, then any Pre-Retirement Account
that is in pay status on January 1, 2008 shall continue to be paid in accordance with the
Participants election for such Pre-Retirement Account and, provided further, if a
Participant who retires in 2008 has a Pre-Retirement Account in pay status, there shall be no
change in the amount payable in 2008 from such Pre-Retirement Account and, effective January
1, 2009, the remainder of such account shall be paid in accordance with the Participants
Retirement Account election or, if no such election has been made, in a lump sum.5.5
    
    Distributions Due to Unforeseeable Emergency.The immediate payment of all or a portion of a
Participants Account may be made due to an Unforeseeable Emergency. Amounts of distributions
shall be limited to the amount reasonably necessary to satisfy the Participants need (plus
amounts necessary to pay taxes reasonably anticipated as a result of the distribution) after
taking into account the extent to which the Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise or by liquidation of the
Participants assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship). The Participant shall retain discretion whether to apply for early
payment due to Unforeseeable Emergency. The Committee shall retain discretion to determine
whether an Unforeseeable Emergency exists, as well as the amount reasonably necessary to
satisfy the Participants need.For these purposes, an Unforeseeable Emergency shall mean a severe financial hardship of
the Participant resulting from an illness or accident of the Participant or the
Participants spouse or dependent (as defined in section 152, without regard to section
152(b)(1), (b)(2), and (d)(1)(B)); loss of the Participants property due to casualty; or
other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant as defined in Section 409A of the Code and the
regulations thereunder.
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The Committees interpretation of this Section 5.5 shall be limited by Section 409A of the
Code, and IRS regulations and guidance thereunder.5.6
    
    Subsequent Deferral Elections.A Participant may change his distribution date or
distribution method to delay payment of the balance credited to a Pre-Retirement Account or a
Retirement Account; provided, however, that (a) such change must be made at least twelve
months before the date on which the first payment from such Pre-Retirement Account or
Retirement Account would otherwise have been made, and (b) the first payment under the new
distribution date or method is a date not less than five years from the date such payment
would otherwise have been made. Such a subsequent deferral election shall not become
effective until twelve months after the date on which such election is made. For example, if
the payment was scheduled to be made in a lump sum on January 1, 2010, a Participant could
elect installment payments over five years, so long as the election was made before January 1,
2009, and the first installment payment was deferred until at least January 1, 2015.5.7
    
    Method of Payment.All benefits under the Plan shall be paid by negotiable check or other
cash equivalent from the trust (if any) or other general funds of the Employer, or, if the
Committee so designates, in the form of a fully paid insurance or annuity contract or, subject
to the limitations of Section 11.1. in shares of Common Stock, valued at their Fair Market
Value at the time of payment.5.8
    
    Death of a Participant.In the event of the death of a Participant prior to distribution of
all amounts otherwise payable to the Participant hereunder, the Participants Beneficiary or
Beneficiaries shall be entitled to distribution of all vested amounts credited to the
Participants Account(s). Such payment shall be in the form of a single lump sum payable as
soon as administratively feasible following the death of the Participant. Each Participant may
designate a Beneficiary or Beneficiaries to receive payment of his benefits under the Plan in
the event of his death, and may revoke or change such designation, in accordance with such
procedures as the Committee shall establish. Unless the Committee otherwise provides, a
Participant may revoke his designation of Beneficiary (without the consent of any Beneficiary)
and make a new designation of Beneficiary by filing a new form with the Committee. A
properly completed and executed change in a designation of Beneficiary, unless the Committee
provides to the contrary, shall take effect immediately upon being filed with the Committee
during the Participants lifetime. If upon a Participants death no valid designation of
Beneficiary is on file with the Committee, or if a Beneficiary dies before payments are
completed and there are no living contingent or successive Beneficiaries, then, unless the
Committee establishes a different Rule, any remaining payments under the Plan shall be made
(1) to the Participants surviving spouse, if any, or (2) if there is no surviving spouse,
then to the Participants estate.5.9
    
    Withholding.The Employer shall have the right to deduct applicable taxes (including, but
not limited to taxes under the Federal Insurance Contributions Act) from any amounts payable
hereunder to a Participant or Beneficiary and from amounts otherwise subject to any tax, and
to withhold an appropriate amount of cash or a number of shares of
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Common Stock or a combination thereof for payment of taxes or to take such other action as
may be necessary in the opinion of the Company to satisfy all obligations for withholding
of such taxes.5.10
    
    Facility of Payment.In the event any distribution is payable under the Plan to a minor or
other individual who is legally, physically or mentally incompetent to receive such payment,
the Committee in its sole discretion shall pay such benefits to one or more of the following
persons: (a) directly to such minor or other person; (b) to the legal guardian or conservator
of such minor or other person; (c) to the spouse, parent, brother, sister, child or other
relative of such minor or other person for the use of such minor or other person; or (d) to
such other person as the Committee deems appropriate. The Committee shall not be required to
see to the application of any distribution so made to any of such persons, but the receipt
therefore shall be a full discharge of the liability of the Plan, the Committee, the Company,
and the trustee (if any) to such minor or other person.5.11
    
    Waiver and Release.The Committee may condition the payment of some or all benefits hereunder
on the Participants entering into a binding release and waiver in such form as the Committee
shall permit which must be executed not later than 30 days following a distribution event.5.12
    
    Specified Employee Six Month Deferral.Notwithstanding anything to the contrary in this
Article V, a payment on account of Termination of Employment to a Specified Employee may not
be made until at least six months after such Termination of Employment. Any payment otherwise
due in such six month period shall be suspended and become payable at the end of such six
month period. If the Participant elected installment payments, the first such payment shall
be delayed and the remaining installment payments shall be payable on the anniversary dates of
the date of Termination of Employment.5.13
    
    Actual Date of Payment.An amount payable on a date specified in this Article V shall be paid
as soon as administratively feasible after such date; but no later than the later of the end
of the calendar year in which the specified date occurs or the 15th day of the
third calendar month following such specified date. The payment date may be postponed
further if calculation of the amount of the payment is not administratively practicable due to
events beyond the control of the Company. The amount due the Participant shall be determined
based on the vested balance credited to the Account of the Participant on the actual date of
payment.5.14
    
    Automatic Deferral.Notwithstanding any other provision of this Plan to the contrary, no
amount shall be paid to any Participant before the earliest date on which the Employers
federal income tax deduction for such payment is not precluded by Section 162(m) of the Code.
In the event any payment is delayed solely as a result of the preceding restriction, such
payment shall be made as soon as administratively feasible following the first date as of
which Section 162(m) of the Code no longer precludes the deduction of such payment.
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ARTICLE VI  PAYMENT LIMITATIONS
 6.1
    
    Assignment.No Participant or Beneficiary of a Participant shall have any right to assign,
pledge, hypothecate, anticipate or in any way create a lien on any amounts payable hereunder.
No amounts payable hereunder shall be subject to assignment or transfer or otherwise be
alienable, either by voluntary or involuntary act, or by operation of law, or subject to
attachment, execution, garnishment, sequestration or other seizure under any legal, equitable
or other process, or be liable in any way for the debts or defaults of Participants and their
Beneficiaries.
 ARTICLE VII  FUNDING AND EXPENSES
 7.1
    
    Funding.Benefits under the Plan shall be funded solely by the Employers. Benefits
hereunder shall constitute an unfunded general obligation of the Employer of the Participant.
In the event a Participant has been employed by more than one Employer (i.e., the Company and
one of its Affiliates), benefits hereunder shall constitute an unfunded general obligation of
each of the Participants Employers in proportion to the amounts deferred while in the employ
of the respective Employers. All payments under the Plan shall be deemed made by the
respective Employers from general assets available to all unsecured creditors of such Employer
in the event of its insolvency. Each Participant has merely the status of a general
unsecured creditor of the Employer. Notwithstanding the foregoing, the Employer may, but need
not, create for purposes of the Plan a trust of the type commonly referred to as a rabbi
trust, which may, but need not, be in substantial conformity to the terms of the model trust
published by the Internal Revenue Service in Rev. Proc. 92-64 or any successor thereto. The
Employers may transfer assets to the trustee of such trust to hold and to make distributions
under the Plan on behalf of the Employers. The assets so held in trust shall remain the
general assets of the respective Employers, which are the grantors under the trust. The rights
of Participants and their Beneficiaries under the Plan and the trust shall be exclusively
unsecured contractual rights. No Participant or Beneficiary shall have any right, title or
interest whatsoever in the trust. In its discretion, the Company may direct the Employer to
purchase life insurance insuring the lives of the Participants and may require the
Participants to provide information necessary to obtain such life insurance.7.2
    
    Creditor Status.A Participant and his Beneficiary or Beneficiaries shall be general
creditors of the Employer with respect to the payment of any benefit under the Plan, unless
such benefits are provided under a contract of insurance or an annuity contract that has been
delivered to the Participant, in which case the Participant and his Beneficiary or
Beneficiaries shall look to the insurance carrier or annuity provider for payment, and not to
the Employers. The Employers obligation for such benefit shall be discharged by the purchase
and delivery of such annuity or insurance contract.7.3
    
    Expenses.The expenses of administering the Plan shall be borne by the Employers.
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ARTICLE VIII  ADMINISTRATION
 8.1
    
    Committee.Except for rights and powers expressly reserved to the Board or the Company,
the Plan will be administered by the Committee. Members of the Committee may participate in
the Plan, but no member of the Committee shall be entitled to make decisions that relate
solely to his own participation.8.2
    
    Committee Powers.The Committee shall have the power and authority in its sole and absolute
discretion:
 (a)
    
    to make and from time to time amend Rules by which the Plan will be implemented
and administered from time to time, which Rules shall be binding on the Company,
Employers, and all Participants and their Beneficiaries, even though they may apply
retroactively to Participants whose employment has terminated;(b)
    
    to construe and interpret the Plan, determine the application of the Plan to
situations where such application is unclear or disputable, to resolve all questions
arising under the Plan (including questions of fact) and make equitable adjustments
for any mistakes or errors made in the administration of the Plan; provided that
individual exceptions to Rules shall not be permitted;(c)
    
    to determine all questions arising in the administration of the Plan, including
the power to determine the status of individuals as Eligible Employees, the rights of
Participants and their Beneficiaries and the amount of their respective benefits and
such determination, interpretation or other action shall be final and binding for all
purposes and upon all persons;(d)
    
    to adopt, amend and rescind such rules (including Rules), regulations and forms
as it may deem necessary for the proper and efficient administration of the Plan
consistent with its purposes, which rules may permit case-by-case determinations;(e)
    
    to enforce and administer the Plan in accordance with its terms and the rules,
regulations and forms it adopts; to appoint a plan administrator and to delegate to the
plan administrator such administrative duties as the Committee shall deem appropriate;(f)
    
    to take such action and establish such procedures as it deems necessary or
appropriate to coordinate deferrals and benefits under this Plan and any other plan;(g)
    
    to select, monitor and prospectively change the investment funds and rates of
return to be credited under the Plan;
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(h)
    
    to take such action and establish such procedures as it deems necessary or
appropriate to implement Participant elections and designations of investment funds
and rates of return, and to coordinate the Employers actions, if any, taken to
reduce or eliminate the Employers exposure to market fluctuations;(i)
    
    to direct the appropriate person to make payments from the Plan;(j)
    
    to employ such counsel, auditors, actuaries, or other specialists (who may be
counsel, auditors, actuaries or other specialists for the Company) and to engage such
clerical or other services to the extent such services are not provided by the
Company;(k)
    
    to maintain records concerning the Plan sufficient to prepare reports, returns
and other information required by the Plan or by law, and to communicate the terms of
the Plan and any material amendments thereto to the Eligible Employees and
Participants;(1)
    
    to delegate such of its powers and authorities (including the power and
authority to delegate) to such person or persons, with his, her, its or their consent,
as the Committee may appoint; and(m)
    
    to do all other things the Committee deems necessary or desirable for the
advantageous administration of the Plan and to make the Plan fully effective in
accordance with its terms and intent.
 8.3
    
    Claims for Benefits.In the event that a Participant or Beneficiary claims to be eligible for
benefits, or claims any rights hereunder (hereinafter a Claimant), he must complete and
submit a written request for such benefit with the Committee setting forth his claim. The
request must be made within 60 days of the date of vesting and must be addressed to the
Committee, Huttig Building Products, Inc. at the Companys then principal place of business.8.4
    
    Claim Decision.Upon receipt of a claim, the Committee shall advise the Claimant that a reply
will be forthcoming within 90 days and shall, in fact, deliver such reply within such period.
The Committee may, however, extend the reply period for an additional 90 days for reasonable
cause. If the claim is denied in whole or in part, the Committee shall adopt a written
opinion, using language calculated to be understood by the Claimant, setting forth:
 (a)
    
    the specific reason or reasons for such denial;(b)
    
    the specific reference to pertinent provisions of the Plan on which such denial
is based;
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(c)
    
    a description of any additional material or information necessary for the
Claimant to perfect his claim and an explanation why such material or such
information is necessary;(d)
    
    appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and(e)
    
    the time limits for requesting a review under Section 8.5 and for review under
Section 8.6 hereof.
 8.5
    
    Request for Review.Within 60 days after the receipt by the Claimant of the written opinion
described above, the Claimant may request in writing that the Chief Executive Officer of the
Company review the determination of the Committee. Such request must be addressed to the Chief
Executive Officer, Huttig Building Products, Inc. at the Companys then principal place of
business. The Claimant or his duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration by the Chief
Executive Officer. If the Claimant does not request a review of the Committees determination
by the Chief Executive Officer within such 60 day period, he shall be barred and estopped from
challenging the Committees determination.8.6
    
    Review of Decision.Within 60 days after the Chief Executive Officers receipt of a request
for review, he will review the Committees determination. After considering all materials
presented by the Claimant, the Chief Executive Officer will render a written opinion, written
in a manner calculated to be understood by the Claimant, setting forth the specific reasons
for the decision and containing specific references to the pertinent provisions of the Plan on
which the decision is based. If special circumstances require that the 60 day time period be
extended, the Chief Executive Officer will so notify the Claimant and will render the decision
as soon as possible, but no later than 120 days after receipt of the request for review.8.7
    
    Standard of Review.The Committee and the Chief Executive Officer shall possess and exercise
discretionary authority to make determinations as to a Participants eligibility for benefits
and to construe the terms of the Plan. The determination of the Chief Executive Officer shall
be final and non-reviewable unless found to be arbitrary and capricious by a court of
competent review. Such determination shall be binding upon the Employers and the Claimant.8.8
    
    Receipt and Release of Necessary Information.In implementing the terms of the Plan, the
Committee may, without the consent of or notice to any person, release to or obtain from any
other organization or person any information, with respect to any person, which the Committee
deems to be necessary for such purposes. Any Participant or Beneficiary claiming benefits
under the Plan shall furnish to the Committee such information as may be necessary to
determine eligibility for and amount of benefit, as a condition of claiming and receiving such
benefit.
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8.9
    
    Overpayment and Underpayment of Benefits.The Committee may adopt, in its sole
discretion, whatever rules, procedures and accounting practices are appropriate in providing
for the collection of any overpayment of benefits. If a Participant or Beneficiary
receives an underpayment of benefits, the Committee shall direct that immediate payment be
made to make up for the underpayment. If an overpayment is made to a Participant or
Beneficiary, for whatever reason, the Committee may, in its sole discretion, withhold
payment of any further benefits under the Plan until the overpayment has been collected or
may require repayment of benefits paid under the Plan without regard to further benefits to
which the Participant or Beneficiary may be entitled.8.10
    
    Account Statements.In accordance with Rules established by the Committee, each Participant
shall receive, at least quarterly, statements with respect to his Account(s).
 ARTICLE IX  OTHER BENEFIT PLANS OF THE COMPANY
 9.1
    
    Other Plans.Nothing contained in the Plan shall prevent a Participant prior to his death, or
his Beneficiary after his death, from receiving, in addition to any payments provided for
under the Plan, any payments provided for under any other plan or benefit program of the
Employer, or which would otherwise be payable or distributable to the Participant or
Beneficiary under any plan or policy of the Employer or otherwise. Nothing in the Plan shall
be construed as preventing the Company or any Affiliate from establishing any other or
different plans providing for current or deferred compensation for employees. Benefits
provided under the Plan shall not constitute earnings or compensation for purposes of
determining contributions or benefits under any other plan of an Employer, unless specifically
provided otherwise in such plan.
 ARTICLE X  AMENDMENT AND TERMINATION OF THE PLAN
 10.1
    
    Amendment and Termination.Except as otherwise provided in this Section 10.1, the Committee
may amend or terminate the Plan at any time and in its sole discretion, by written
resolution. Any such amendment or termination shall be binding on the Company, the Employers,
and all Participants and their Beneficiaries, even though it may be retroactive and
applicable to Participants who have incurred a Termination of Employment. The Committee may
amend any Rule at any time. However, no amendment or termination of the Plan and no amendment
of a Rule shall adversely affect the right of a Participant to payment of a benefit to which
the Participant would be entitled (then or thereafter) under the terms of the Plan if the
Participants employment terminated immediately before the adoption of such amendment or
termination of the Plan or Rule, unless such amendment or termination of the Plan or
amendment of the Rule, in the reasonable judgment of the Committee, is required to comply
with applicable law or to preserve the tax treatment of benefits under the Plan for the
Employers or for the Participant, or is consented to by the affected Participant. Except for
amendments necessary to comply with applicable law, no amendment of the Plan may be made
without the approval of the Board if such amendment either (a) materially increases the
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benefits accruing to Participants under the Plan or (b) is made after the first event
constituting a part of a change in control of the Company.Any termination of this Plan will take place only as permitted by the Commissioner of the
Internal Revenue Service in generally applicable guidance issued under Section 409A of the
Code and the regulations thereunder. A termination of the Plan must comply with the
provisions of Section 409A of the Code and the regulations and guidance promulgated
thereunder, including, but not limited to, restrictions on the timing of final distributions
and the adoption of future deferred compensation arrangements.10.2
    
    Continuation.The Company intends to continue the Plan indefinitely, but nevertheless
assumes no contractual obligation beyond the promise to pay the benefits described in this
Plan to its Participants.
 ARTICLE XII  SHARES OF COMMON STOCK
 11.1
    
    Shares Available for Issuance.Any shares of Common Stock that may be distributed to
Participants in accordance with Article V hereof shall be limited to available shares that may
be purchased in the open market or in private transactions or held as treasury shares and may
not be authorized but unissued shares of Common Stock.11.2
    
    Adjustments in Event of Changes in Capitalization.In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, share dividend,
recapitalization, merger, consolidation, reorganization, combination, or exchange or
reclassification of shares, split-up, split-off, spin-off, liquidation or other similar change
in capitalization, or any distribution to common shareholders other than cash dividends, the
number or kind of hypothetical shares or share equivalents that may be credited under the Plan
shall be automatically adjusted so that the proportionate interest of the Participants shall
be maintained as before the occurrence of such event. Such adjustment shall be conclusive and
binding for all purposes of the Plan.
 ARTICLE XII  MISCELLANEOUS
 12.1
    
    No Right to Continued Employment.Nothing contained in the Plan shall be construed as a
contract of employment between the Company or any Affiliate and an employee, or as a right of
any person to be continued in the employment of the Company or any Affiliate, or as a
limitation of the right of the Company or an Affiliate to discharge any of its employees, with
or without cause.12.2
    
    Indemnification.The Company hereby indemnifies each member of the Committee and each
employee who is delegated responsibilities under the Plan against any and all liabilities and
expenses, including attorneys fees, actually and reasonably incurred by them in connection
with any threatened, pending or completed legal action or judicial or administrative
proceeding to which they may be a party, or may be threatened to be made
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a party, by reason of membership on such Committee or due to a delegation of
responsibilities, except with regard to any matters as to which they shall be adjudged in
such action or proceeding to be liable for gross negligence or willful misconduct in
connection therewith.12.3
    
    Successors.All obligations of the Company under the Plan shall be binding on any
successor, whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.12.4
    
    No Fiduciary Relationship.Nothing contained in the Plan and no action taken pursuant to the
provisions hereof shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and the Participant or any other person.12.5
    
    Risk of Loss.Each Participant agrees to assume all risk in connection with the value of his
Accounts under the Plan.12.6
    
    Governing Law.The Plan shall be construed and administered in accordance with the laws of
the State of Missouri (without regard to the principles of conflicts of law which might
otherwise apply) to the extent not pre-empted by ERISA.
  HUTTIG BUILDING PRODUCTS, INC.By:
    /s/ David L. FleisherVice President  Chief Financial Officer - 18 -