Exhibit 10.1

TAX ALLOCATION AGREEMENT

BY AND BETWEEN

CRANE CO.

AND

HUTTIG BUILDING PRODUCTS, INC.

December 16, 1999

TAX ALLOCATION AGREEMENT

THIS TAX ALLOCATION AGREEMENT (this "Agreement"), dated as of December 16, 1999 by and between Crane Co., a Delaware corporation ("Crane"), and Huttig Building Products, Inc., a Delaware corporation and a wholly owned, indirect subsidiary of Crane ("Huttig").

WHEREAS, Crane and Huttig have entered into a Distribution Agreement dated as of December 6, 1999 (the "Distribution Agreement"), providing for the Distribution (as defined in the Distribution Agreement) of all of the outstanding stock of Huttig to Crane's shareholders;

WHEREAS, the Board of Directors of Crane and Crane International Holdings, Inc. ("Crane International"), a Delaware corporation and a wholly owned subsidiary of Crane and the direct owner of all of the outstanding stock of Huttig prior to its distribution to Crane, have approved the Distribution Agreement;

WHEREAS, the execution and delivery of this Agreement by the parties hereto is a condition to the obligations of the parties to the Distribution Agreement to consummate the Distribution; and

WHEREAS, Crane on behalf of itself and the Crane Group (as defined herein) and Huttig, on behalf of itself and the Huttig Group (as defined herein), wish to provide for the allocation between the Crane Group and the Huttig Group of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined herein) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Distribution Date (as defined herein) and to provide for certain other matters.

NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1. DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to such terms in the Distribution Agreement, as the case may be. As used in this Agreement, the following terms shall have the following respective meanings:

"Actually Realized" or "Actually Realizes" means, for purposes of determining the timing of any Taxes (or related Tax cost or benefit) relating to any Payment, transaction, occurrence or event (including the receipt of any Tax Refund), the time at which the amount of

Taxes payable by such person is increased above or reduced below, as the case may be, the amount of Taxes that such person would be required to pay but for such payment, transaction, occurrence or event.

"Affiliate" means with respect to each of the parties hereto, (i) a corporation, partnership, limited liability company, trust, joint venture or other business entity in which 50% or more of the outstanding equity or voting power is owned (directly or indirectly) by such party, and (ii) a partnership in which a general partner interest is owned by such party. For purposes of this Agreement, in no event shall Crane or Huttig be treated as an Affiliate of the other.

"Affiliated Group" means the affiliated group of corporations within the meaning of Section 1504 of the Code of which Crane is the common parent.

"Code" means the Internal Revenue Code of 1986, as amended, and shall include corresponding provisions of any subsequently enacted Federal Tax laws.

"The Crane Group" means, solely for purposes of this Agreement, Crane and its Affiliates, other than Huttig and its Affiliates (determined after giving effect to the Distribution).

"Crane Tax Difference" has the meaning set forth in Section 4.1(b).

"Crane Tax Item" means a Tax Item that is attributable to the Crane Group and is not a Huttig Tax Item.

"Consolidated Federal Tax Returns" are the Federal Tax Returns for the Affiliated Group filed on a consolidated basis pursuant to Section 1501 of the Code for any Pre-Distribution Taxable Period.

"Consolidated State Tax Returns" are the state Tax Returns for the Affiliated Group filed on a consolidated, unitary or combined basis pursuant to the laws of any state Taxing Authority for any Pre-Distribution Taxable Period.

"Distribution" means the distributions of Huttig Common Stock to Crane and to the holders of Crane Common Stock pursuant to the Distribution Agreement.

"Distribution Agreement" mean the Distribution Agreement dated as of December 6, 1999 between Crane and Huttig.

"Distribution Date" means the date on which the Distribution occurs or is deemed to occur for Federal Income Tax purposes and shall be deemed effective as of the close of business on such date.

"Group" means either the Crane Group or the Huttig Group, as the context provides.

"Huttig Group" means Huttig and its Affiliates, determined immediately after the Distribution, specifically, Rondel's Inc. and CIPCO Inc.

"Huttig Tax Item" means a Tax Item solely attributable to the Huttig Group.

"Income Tax Benefit" means for any taxable period the excess of (i) the Income Tax liability of the taxpayer for the taxable period calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged, over (ii) the Income Tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be (treating an Income Tax Refund as a negative Income Tax liability for purposes of such calculation).

"Income Tax Detriment" means for any taxable period the excess of (i) the Income tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be, over (ii) the Income Tax liability of the taxpayer for the taxable period, calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged (treating an Income Tax Refund as a negative Income Tax liability for purposes of such calculation).

"Income Taxes" means any Tax based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, alternative minimum Tax and any Tax on items of Tax preference, but not including sales, use, real property gains, real or personal property, gross or net receipts, transfer or similar Taxes) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (i) above.

"Indemnitee" has the meaning set forth in Section 6.2.

"Indemnitor" has the meaning set forth in Section 6.2.

"Indemnity Issue" has the meaning set forth in Section 6.2.

"IRS" means the Internal Revenue Service.

"Loss Group" has the meaning set forth in Section 4.1(a)(ii).

"Opinion of Counsel" means an opinion of independent tax counsel of recognized national standing and experienced in the issues to be addressed and otherwise reasonably acceptable to Crane, which sets forth an Unqualified Tax Opinion in form and substance satisfactory to Crane. In no event shall Crane be required to conclude that an opinion is satisfactory if there is any risk, however remote, that the transaction which is the subject of the opinion will cause the Distribution to be taxable to any extent under the Code in a manner inconsistent with the rulings requested in the Ruling Request.

"Post-Distribution Taxable Period" means a taxable period beginning after the Distribution Date.

"Post-Tax Indemnification Period" means any Post-Distribution Taxable Period and that portion of any Straddle Period that begins on the day after the Distribution Date.

"Pre-Distribution Taxable Period" means a taxable period ending on or before the Distribution Date.

"Restricted Period" means the two year period beginning on the Distribution Date.

"Reverse Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Post-Tax Indemnification Period.

"Ruling Request" means the request for rulings (including all appendices, exhibits and supplements) under Section 355 of the Code, dated July 2, 1999 and filed with the IRS National Office on behalf of Crane, in respect of the Distribution.

"Straddle Period" means a taxable period that begins before and includes but does not end on the Distribution Date.

"Tax" or "Taxes" means all forms of taxation, whenever created or imposed, and whether imposed by a local, municipal, governmental, state, foreign, federal or other body, and without limiting the generality of the foregoing, shall include income, sales, use, ad valorem, gross receipts, license, value added, franchise, transfer, recording, withholding, payroll, wage withholding, employment, excise, occupation, unemployment insurance, social security, business license, business organization, stamp, environmental, premium and property taxes, together with any related interest (including the actual interest that would have accrued if there were no netting of Taxes), penalties and additions to any such tax, or additional amounts imposed by any Taxing Authority (domestic or foreign) upon the Crane Group or the Huttig Group.

"Tax Audit Proceeding" means any audit or other examination, judicial or administrative proceeding relating to liability for, or refunds or adjustments with respect to, Taxes.

"Tax Binder" means the annual information package prepared by Huttig for use by Crane in preparing state and federal tax returns.

"Tax Contest" has the meaning set forth in Section 6.2.

"Tax Deficiency" means a net increase in Taxes payable as a result of a Tax Audit Proceeding or an amendment of a Tax Return or an event having a similar effect.

"Tax Indemnification Period" means any Pre-Distribution Taxable Period and that portion of any Straddle Period that ends on and includes the Distribution Date.

"Tax Item" means any item of income, gain, loss, deduction, credit, provisions for reserves, recapture of credits or any other item which is taken into account in determining taxable income or is otherwise taken into account in determining Taxes paid or payable, including an adjustment under Section 481 of the Code resulting from a change in accounting method, and amounts of property, payroll, sales or other items that are relevant to the apportionment, allocation and determination of Taxes for purposes of determining Tax liabilities other than Federal Income Tax liability.

"Tax Records" has the meaning set forth in Section 7.2

"Tax Refund" means a refund of Taxes (including a reduction in Taxes as a result of the utilization of any credit or any offset against Taxes or Tax Items) reduced (but not below zero) by any net increase in Taxes Actually Realized by the recipient (or its Affiliate) thereof as a result of the receipt thereof.

"Tax Return" means any return, filing, questionnaire, information return or other document required to be filed, including requests for extensions of time, filings made with respect to estimated tax payments, claims for refund and amended returns that may be filed, for any period with any Taxing Authority (whether domestic or foreign) in connection with any Tax or Taxes (whether or not a payment is required to be made with respect to such filing).

"Taxing Authority" means any governmental or quasi-governmental body exercising any Taxing authority or Tax regulatory authority.

"Timing Difference" means an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any Post-Tax Indemnification Period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer for any Tax Indemnification Period.

"Unqualified Tax Opinion" means an unqualified "will" opinion of tax counsel to the effect that a transaction does not disqualify the Distribution from qualifying for tax-deferred treatment for the shareholders of Crane and any member of the Crane Group under Code ss. 355 and any other applicable sections of the Code, assuming that the Distribution would have qualified for tax-deferred treatment if such transaction did not occur. An Unqualified Tax Opinion may rely upon, and assume the accuracy of, any representations contained in the Ruling Request, and any representations contained in an officer's certificate delivered by an officer of Crane or Huttig to such counsel.

ARTICLE II
PREPARATION AND FILING OF TAX RETURNS

Section 2.1. PREPARATION OF TAX RETURNS.

(a) Consistent with Agreements. Each of the parties to this Agreement agrees to, and to cause each of its relevant Affiliates to, report the Distribution as a series of transactions that satisfy the requirements of Code
Section 355.

(b) Consistent with Past Practice. Except for any accounting method changes pursuant to applications that are approved by the IRS, all Tax Returns described in Section 2.2 filed after the date of this Agreement, in the absence of a controlling change in law or circumstance, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.

(c) Huttig Obligations. Huttig agrees to cooperate in good faith with Crane to determine the appropriate amount of Tax Items, if any, attributable to the Crane Group to be reflected on any Tax Returns for Straddle Periods to be prepared by Crane in accordance with Section 2.2(c). With respect to such Tax Returns, Huttig (i) will deliver to Crane no later than 60 days after the Closing Date a Tax Binder for itself and each Affiliate for such taxable years and (ii) will consult with Crane with respect to the application of the Tax Items to be shown on the Tax Returns. Huttig will inform and consult with Crane regarding any Tax Audit Proceedings or any other adjustments which would materially affect any of the Tax Items shown on the Tax Returns. Huttig shall provide Crane with comments and/or objections to such Tax Returns at least 21 days prior to the due date for filing such Tax Returns (giving effect to applicable extensions).

(d) Crane Obligations. Crane agrees to cooperate in good faith with Huttig to determine the appropriate amount of Tax Items attributable to the Huttig Group to be reflected on any Tax Returns for Pre-Distribution Taxable Periods and Straddle Periods to be prepared and filed by Crane in accordance with Section 2.2(a), (b) and (c). Crane further agrees to (i) provide Huttig with a copy of each such Tax Return at least 10 days prior to the due date for filing of any such Tax Returns (giving effect to applicable extensions) for such taxable years and (ii) consult with Huttig with respect to the Tax Items to be shown on such Tax Returns. The computations made with respect to the Tax Returns shall be made, when applicable, on a basis consistent with the principles of Treasury Regulation ss. 1.1502-76(b)(2). Crane will inform and consult with Huttig regarding any Tax Audit Proceedings or any other adjustments that would materially offset any of the Tax Items shown on the Tax Returns. Crane will provide Huttig with copies of all Tax Returns prepared and filed by Crane in accordance with Sections 2.2(a), (b) and (c) promptly after filing.

Section 2.2. FILING OF TAX RETURNS.

(a) Consolidated Federal Tax Returns and Consolidated State Tax Returns. The Consolidated Federal Tax Returns and the Consolidated State Tax Returns required to be filed after the date hereof shall be prepared or caused to be prepared and filed by Crane.

(b) Pre-Distribution Taxable Period Tax Returns. All Tax Returns other than those described in Section 2.2(a) that are required to be filed for any Pre-Distribution Taxable Period shall be prepared and timely filed or caused to be prepared and timely filed by Crane.

(c) Huttig Straddle Period Tax Returns. All Tax Returns other than those described in Section 2.2(a) which are required to be filed by any member of the Huttig Group for any Straddle Period shall be prepared and timely filed or caused to be prepared and timely filed by Huttig.

(d) Crane Straddle Period Tax Returns. All Tax Returns other than those described in Section 2.2(a) which are required to be filed by any member of the Crane Group for any Straddle Period shall be prepared and timely filed or caused to be prepared and timely filed by Crane.

(e) Post-Distribution Taxable Period Tax Returns. The filing of all Tax Returns for all Post-Distribution Taxable Periods shall be the responsibility of the Huttig Group if such Tax Returns relate to a member or members of the Huttig Group or their respective assets or businesses, and shall be the responsibility of the Crane Group if such Tax Returns relate to a member or members of the Crane Group or their respective assets or businesses.

Section 2.3. DESIGNATION. Huttig hereby irrevocably designates, and agrees to cause each of its Affiliates to so designate, Crane as its agent to take any and all actions necessary or incidental to the preparation and filing of the Tax Returns described in Section 2.2(a), (b) and (d). Crane hereby irrevocably designates, and agrees to cause each of its Affiliates to so designate, Huttig as its agent to take any and all actions necessary or incidental to the preparation and filing of the Tax Returns described in Section 2.2(c).

ARTICLE III
PAYMENT OF TAXES

Section 3.1. PAYMENT OF TAX LIABILITIES.

(a) Consolidated and Pre-Distribution Tax Liabilities.

(i) Huttig Liability. Except as otherwise provided in this Agreement, Huttig or a member of the Huttig Group shall pay or cause to be paid, directly to, or at the

direction of, Crane (such direction may specify payment by direct wire transfer), at least two days prior to the date payment (including any estimated payment) thereof is due, all Taxes due with respect to the Tax Returns described in Section 2.2(a) and (b) that are attributable to any member or members of the Huttig Group, the respective assets or businesses of any member or members of the Huttig Group and any Huttig Tax Item.

(ii) Crane Liability. Except as otherwise provided in this Agreement, Crane or a member of the Crane Group shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Tax Returns described in Section 2.2(a) and (b) that are attributable to any member or members of the Crane Group, the respective assets or businesses of any member or members of the Crane Group and any Crane Tax Item.

(b) Separate Straddle Period Tax Liabilities.

(i) Huttig Liability. Except as otherwise provided in this Agreement, Huttig or a member of the Huttig Group shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Tax Returns described in Section 2.2(c); provided, however, that Crane shall pay directly to, or at the direction of, Huttig (such direction may specify payment by direct wire transfer), at least two days prior to the date payment (including estimated payment) thereof is due, that portion of those Taxes due that are attributable to any member or members of the Crane Group, the respective assets or businesses of any member or members of the Crane Group or any Crane Tax Item.

(ii) Crane Liability. Except as otherwise provided in this Agreement, Crane or a member of the Crane Group shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the Tax Returns described in Section 2.2(d); provided, however, that Huttig shall pay directly to, or at the direction of, Crane (such direction may specify payment by direct wire transfer), at least two days prior to the date payment (including estimated payment) thereof is due, that portion of those Taxes due that are attributable to any member or members of the Huttig Group, the respective assets or businesses of any member or members of the Huttig Group or any Huttig Tax Item.

(c) Post-Distribution Taxable Period Tax Liabilities. Except as otherwise provided in this Agreement, all Taxes for all Post-Distribution Taxable Periods shall be paid or caused to be paid by the party responsible under this Agreement for filing the Tax Return pursuant to which such Taxes are due or, if no such Tax Returns are due, by the party liable, without regard to this Agreement, for such Taxes.

Section 3.2. TAX REFUNDS AND CARRYBACKS.

(a) Retention and Payment of Tax Refunds. Except as otherwise provided in this Agreement, Huttig shall be entitled to retain, and to receive within 10 days after Actually Realized by the Crane Group, the portion of all Tax Refunds of Taxes for which the Huttig Group is liable pursuant to Section 3.1 or Section 6.1(a), and Crane shall be entitled to retain, and

to receive within 10 days after Actually Realized by the Huttig Group, the portion of all Tax Refunds of Taxes for which the Crane Group is liable pursuant to Section 3.1 or Section 6.1(b). Notwithstanding the foregoing, (i) all Tax Refunds resulting from the carryback of any Crane Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the Crane Group and, if and to the extent Actually Realized by Huttig, Huttig shall pay over to Crane any such Tax Refund within 10 days after it is Actually Realized by Huttig or any member of the Huttig Group, (ii) all Tax Refunds resulting from the carryback of any Huttig Tax Item arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account of Huttig and, if and to the extent Actually Realized by Crane, Crane shall pay over to Huttig any such Tax Refund within 10 days after it is Actually Realized by Crane or any member of the Crane Group, (iii) all Tax Refunds resulting from the utilization of any Tax Items (such as the utilization of a minimum or foreign tax credit or Section 481(a) adjustments which reduce current year Taxes) attributable to the Huttig Group or the respective assets or businesses of any member or members of the Huttig Group arising in a Tax Indemnification Period shall be for the account of Huttig and, if and to the extent Actually Realized by Crane, Crane shall pay over to Huttig any such Tax Refund within 10 days after it is Actually Realized by Crane or any member of the Crane Group, and (iv) all Tax Refunds resulting from the utilization of any Tax Items (such as the utilization of a minimum or foreign tax credit or Section 481(a) adjustments which reduce current year Taxes) attributable to the Crane Group or the respective assets or businesses of any member or members of Crane Group arising in a Tax Indemnification Period shall be for the account of Crane and, if and to the extent Actually Realized by Huttig, Huttig shall pay over to Crane any such Tax Refund within 10 days after it is Actually Realized by Huttig or any member of the Huttig Group. In computing the amount of any Tax Refunds described in (i), (ii), (iii) or (iv) above, the party paying over such Tax Refunds shall be deemed to recognize all other items of income, gain, loss, deduction or credit for that taxable period together with the utilization of any Tax Item causing a Tax Refund described in this Section 3.2(b). Huttig and Crane and their respective Affiliates will use commercially reasonable efforts to claim and utilize the Tax Items referred to in (i), (ii), (iii) or (iv) in a manner which is designed to maximize (on a present value basis) the Tax Refunds described therein.

(b) Refund Claims. Huttig shall be permitted to file at Huttig's sole expense, and Crane shall reasonably cooperate with Huttig in connection with, any claims for Tax Refunds to which Huttig is entitled pursuant to this Section 3.2 or any other provision of this Agreement. Huttig shall reimburse Crane for any reasonable out-of-pocket costs and expenses incurred by any member of the Crane Group in connection with such cooperation. Crane shall be permitted to file at Crane's sole expense, and Huttig shall reasonably cooperate with Crane in connection with, any claims for Tax Refund to which Crane is entitled pursuant to this Section 3.2 or any other provision of this Agreement. Crane shall reimburse Huttig for any reasonable out-of-pocket costs and expenses incurred by any member of the Huttig Group in connection with such cooperation. Any claim for a Tax Refund under this Section 3.2 to which Huttig is entitled and which relates to a Tax Return for which Crane is required to file under Section 2.2 shall be subject to the Crane Group's consent (such consent not to be unreasonably withheld). A copy of a claim for any Tax Refund to which either party is entitled to file under this Section 3.2

shall be provided to the other party no later than 30 days prior to the filing of such Tax Refund claim. In the event that Huttig and Crane are each entitled to file a Tax Refund claim pursuant to this Section 3.2 for the same period, such Tax Refunds of Crane and Huttig shall be allocated in a manner corresponding to the allocation and calculation of Taxes for such periods under Article IV.

ARTICLE IV
ALLOCATION AND CALCULATION OF TAXES

Section 4.1. ALLOCATIONS.

(a) (i) In the case of any Consolidated Federal Tax Return described in Section 2.2(a), the Crane Group and the Huttig Group will each be allocated the portion of such Taxes due with respect to such Tax Returns attributable to each Group, the respective assets or businesses of any member or members of each Group and any Tax Item of each Group. This allocation shall be made in accordance with the principles set forth in Treasury Regulation Section 1.1552-1(a)(2) on the basis of the percentage of the total Tax liability for each Group, if computed on a separate consolidated federal income tax return of each Group, would bear to the aggregate amount of such Tax liability of the Crane Group and the Huttig Group so computed.

(ii) The principles of Treasury Regulation Section 1.1502-33(d)(3) also shall apply to the allocation set forth in Section
4.1(a)(i). If the amount of the Affiliated Group's consolidated federal income tax liability is less than the sum of the aggregate separate return tax liabilities of the Huttig Group and the Crane Group (as computed pursuant to
Section 4.1(a)(i) above) due to losses or tax credits of one Group (including losses or tax credits carried over from prior years), the decrease in tax liability resulting therefrom shall be allocated 100 percent to that Group. A Group thus may have a "negative" income tax liability as a result of such an allocation (a "Loss Group"). If a Loss Group exists, the other Group shall pay to the Loss Group an amount equal to such "negative" income tax liability. In other words, if Tax attributes (e.g., losses or tax credits) of one Group are utilized by the other Group to reduce taxable income or Tax, as the case may be, the Group utilizing such Tax attributes shall pay to the other Group, with respect to losses, an amount equal to such reduction in taxable income resulting from the utilization of such losses multiplied by the top marginal federal corporate income Tax rate actually used by the Group utilizing the losses in calculating its deemed Tax liability (prior to the application of Tax credits against such liability) under this Section 4.1(a) for the taxable period during which such losses are utilized and, with respect to Tax credits, an amount equal to the actual amount by which the deemed Tax liability calculated pursuant to this Section 4.1(a) is reduced by such Tax credits for the taxable period during which such Tax credits are utilized. Any such payments shall be consistent with the procedures and timing set forth in Section 3.1(b) hereof.

(b) In the case of any Tax Return described in Section 2.2(b) to be prepared by Crane or any Consolidated State Tax Returns described in
Section 2.2(a) or any Tax returns

described in Section 2.2(c), the Huttig Group will be allocated all of the Taxes due with respect to each such Tax Return; provided, however, if a Crane Tax Item is included in any such Tax Return, the Taxes that would be due with respect to such Tax Return, calculated as if the Crane Tax Item had not been included but with all other Tax Items unchanged, shall be subtracted from the Taxes due with respect to such Tax Return taking into account the Crane Tax Items (the "Crane Tax Difference"). If the Crane Tax Difference is a positive amount, the Crane Group shall be allocated an amount of Taxes due on such Tax Return equal to the Crane Tax Difference. If the Crane Tax Difference is a negative amount, the Huttig Group shall pay to the Crane Group an amount equal to the Crane Tax Difference consistent with the procedures and timing set forth in Section 3.1(b) hereof.

(c) In the case of any Tax Return described in Section 2.2(d), the principles set out in Section 4.1(b) hereof shall govern.

(d) In the case of any Tax Return described in Section 2.2(e) to be filed by Huttig, the Huttig Group will be allocated all the Taxes due with respect to each such Tax Return.

(e) In the case of any Tax Return described in Section 2.2(e) to be filed by Crane, the Crane Group will be allocated all the Taxes due with respect to each such Tax Return.

(f) The allocations under this Section 4.1 shall be determined in a manner consistent with the principles set forth in Section 4.3.

Section 4.2. CALCULATIONS AND DETERMINATIONS. All calculations and determinations required to be made pursuant to this Agreement (including the calculation in Section 4.1) shall be made in good faith by the party making such calculations or determinations. Except for any accounting method changes pursuant to applications for accounting method changes filed prior to the date hereof and any accounting method elections and changes that may be effective as of the day after the Distribution Date, all calculations and determinations required to be made pursuant to this Agreement (including the calculation in
Section 4.1), shall be made, in the absence of a controlling change in law or circumstance, on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed.

Section 4.3. PRINCIPLES OF DETERMINATION. In implementing this Agreement, except as otherwise specifically provided, the parties shall make any adjustments that are necessary to ensure that, with respect to Taxes for Straddle Periods or Pre-Distribution Taxable Periods, payments and reimbursements between the parties reflect the principles that (i) Huttig is to bear responsibility only for that portion of Taxes for Straddle Periods and Pre-Distribution Taxable Periods that are attributable to the Huttig Group, the respective assets or businesses of any member or members of the Huttig Group and any Huttig Tax Item, (ii) Crane is to bear responsibility for all other Taxes for Straddle Periods and Pre-Distribution Taxable Periods, (iii) Crane is responsible for all Taxes for Post-Distribution Taxable Periods (calculated by

treating the day after the Distribution Date as the first day of any Post-Distribution Taxable Period) reflected on the Tax Returns, the responsibility for the filing thereof is imposed on Crane pursuant to this Agreement, (iv) Huttig is responsible for all Taxes for Post-Distribution Taxable Periods (calculated by treating the day after the Distribution Date as the first day of any Post-Distribution Taxable Period) reflected on the Tax Returns, the responsibility for the filing thereof is imposed on Huttig pursuant to this Agreement, (v) Crane will be entitled to any Tax Refunds relating to Tax Items attributable to the Crane Group, the respective assets or businesses of any member or members of the Crane Group or any Crane Tax Item arising in a Tax Indemnification Period and (vi) Huttig will be entitled to any Tax Refunds relating to Tax Items attributable to the Huttig Group or the respective assets or businesses of any member or members of the Huttig Group or any Huttig Tax Item arising in a Tax Indemnification Period.

ARTICLE V
REPRESENTATIONS AND COVENANTS

Section 5.1. REPRESENTATIONS.

(a) Crane Representations.

(i) Crane has reviewed the materials submitted to the IRS in connection with the Ruling Request and, to the best of Crane's knowledge, these materials, including, without limitation, any statements and representations concerning Crane, its business operations, capital structure and/or organization, are complete and accurate in all material respects. All representations made by Crane in the Ruling Request were accurate as of the date of the Ruling Request and will be accurate as of the effective date of this Agreement. With respect to any representation or statement made by or on behalf of Crane or the Crane Group in connection with the Ruling Request and to the extent such representation or statement relates to future actions or events under their control, neither Crane nor any member of the Crane Group will take any action that would have caused such representation or statement to be untrue if Crane or any member of the Crane Group had planned or intended to take such action at the time such representation or statement was made by or on behalf of Crane.

(ii) Crane hereby represents and warrants to Huttig that Crane has no plan or intention to undertake any of the transactions set forth in Section 5.2(a) nor does Crane or any member of the Crane Group have any intention to cease to engage in the active conduct of its current trades or businesses (within the meaning of Section 355(b)(2) of the Code) during the Restricted Period.

(b) Huttig Representations.

(i) Huttig has reviewed the materials submitted to the IRS in connection with the Ruling Request and, to the best of Huttig's knowledge, these materials, including, without limitation, any statements and representations concerning Huttig, its business operations, capital structure and/or organization, are complete and accurate in all material

respects. All representations made by or on behalf of Huttig or the Huttig Group in connection with the Ruling Request were accurate as of the date of the Ruling Request and will be accurate as of the effective date of this Agreement. With respect to any representation or statement made by or on behalf of Huttig or the Huttig Group in connection with the Ruling Request and to the extent such representation or statement relates to future actions or events under their control, neither Huttig nor any member of the Huttig Group will take any action that would have caused such representation or statement to be untrue if Huttig or any member of the Huttig Group had planned or intended to take such action at the time such representation or statement was made by or on behalf of Huttig.

(ii) Huttig hereby represents and warrants to Crane that Huttig has no plan or intention to undertake any of the transactions set forth in Section 5.2(b) nor does Huttig or any member of the Huttig Group have any intention to cease to engage in the active conduct of its current trade or business (within the meaning of Section 355(b)(2) of the Code) during the Restricted Period.

Section 5.2. COVENANTS.

(a) Crane Covenants. Crane hereby agrees that:

(i) Crane shall, and shall cause each member of the Crane Group to, comply in all material respects with each such representation and statement concerning Crane and the Crane Group made in the materials submitted to the IRS in the Ruling Request.

(ii) Crane will, during the Restricted Period, continue the active conduct of the historic businesses conducted by Crane throughout the five-year period prior to the Distribution.

(iii) Crane will not, nor will it permit any member of the Crane Group to, take any action inconsistent with the information and representations furnished to the IRS or any other Taxing Authority in connection with the Ruling Request (or any comparable pronouncement by a Taxing Authority under applicable law) with respect to the Distribution, regardless of whether such information and representations are included in the ruling or pronouncement issued by the IRS or other Taxing Authority.

(b) Huttig Covenants. Huttig hereby agrees that:

(i) Huttig shall, and shall cause each member of the Huttig Group to, comply in all material respects with each such representation and statement concerning Huttig and the Huttig Group made in the materials submitted to the IRS in the Ruling Request.

(ii) During the Restricted Period, neither Huttig, nor any member of the Huttig Group conducting an active trade or business relied upon in connection with the Distribution, will liquidate, merge or consolidate with any other person without the prior written

consent of Crane; provided that the foregoing shall not be deemed to prohibit Huttig and the members of the Huttig Group from entering into or acquiring other businesses or operations (subject to the limitations of this Section 5.2(b)), from disposing of or shutting down segments of such businesses or undertaking restructurings or reorganizations within the Huttig Group so long as Huttig and the members of the Huttig Group continue to engage in such businesses and continue to so maintain a substantial portion of their assets and business operations as they existed prior to the Distribution.

(iii) Huttig will, during the Restricted Period, continue the active conduct of the historic business conducted by Huttig throughout the five-year period prior to the Distribution.

(iv) Huttig will not, nor will it permit any member of the Huttig Group to, take any action inconsistent with the information and representations furnished to the IRS or any other Taxing Authority in connection with the Ruling Request (or any comparable pronouncement by a Taxing Authority under applicable law) with respect to the Distribution, regardless of whether such information and representations are included in the ruling or pronouncement issued by the IRS or other Taxing Authority.

(v) Huttig will not repurchase stock of Huttig in a manner contrary to the requirements of section 4.05(1)(b) of Revenue Procedure 96-30 or in a manner contrary to the representations made in connection with the Ruling Request.

(vi) Except as provided in Section 6.2(c), during the applicable period provided in Section 355(e)(2)(B) of the Code with respect to the Distribution, Huttig will not enter into any transaction or make any change in its equity structure (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) which may cause the Distribution to be treated as part of a plan pursuant to which one or more persons acquire directly or indirectly Huttig stock representing a "50-percent or greater interest" in Huttig within the meaning of Section 355(e)(4)(A) of the Code.

(vii) Huttig shall provide to Crane, on the first business day of every month during the Restricted Period, a certificate describing any transaction or change in equity structure described in this
Section 5.2.(b) and any option grants which occurred during the preceding month. Huttig agrees that Crane is to have no liability for any tax resulting from any action referred to in this Section 5.2.(b) and agrees to indemnify and hold harmless the Crane Group against any such tax. Huttig shall also bear all costs incurred in connection with obtaining any opinion of counsel or in connection with Crane's determination of whether or not to grant any written consent required under this Section 5.2.(b).

(c) Permitted Transactions. Following the Distribution Date, Huttig and its Affiliates may take any action or engage in conduct otherwise prohibited by Section 5.2 so long as prior to such action or conduct, as the case may be, Huttig receives either a ruling from the

IRS or an Opinion of Counsel in form and substance reasonably satisfactory to Crane and upon which Crane can rely to the effect that the proposed action or conduct, as the case may be, will not cause the Distribution to fail to qualify for the tax treatment requested in the Ruling Request.

ARTICLE VI
TAX INDEMNIFICATION; TAX CONTESTS

Section 6.1. INDEMNIFICATION.

(a) Huttig Indemnification. Except as otherwise provided in
Section 6.1(b), Huttig and the Huttig Group shall be liable for and shall indemnify, defend and hold harmless the members of the Crane Group from and against (A) all Taxes of or attributable to the Huttig Group, the respective assets or businesses of any member or members of the Huttig Group and any Huttig Tax Item for any Pre-Distribution Taxable Period, Straddle Period or Post-Distribution Taxable Period, (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or a comparable state, local or foreign law) for Income Taxes of any person (other than a member of the Crane Group or the Huttig Group) which is or has ever been affiliated with any member of the Huttig Group or with which any member of the Huttig Group joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return for any Pre-Distribution Taxable Period or Straddle Period; provided, however, if any member of the Crane Group also is or ever has been affiliated with or files or has ever filed (or is or has ever joined in the filing of) any such consolidated, combined or unitary Tax Return for the same Pre-Distribution Period or Straddle Period with any such person, then the amount of the liability under this provision shall be allocated between such member or members of the Crane Group and the Huttig Group in accordance with the principles described in
Section 4.1(a), (C) all Taxes (including but not limited to Taxes assessed by reason of the Distribution failing to qualify for tax-deferred treatment under Code ss. 355) for any taxable period (whether beginning before, on or after the Distribution Date) that would not have been payable but for the breach by any member of the Huttig Group of any representation, warranty or obligation made by Huttig under this Agreement, the Distribution Agreement or the Ruling Request and (D) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

(b) Crane Indemnification. Except as otherwise provided in
Section 6.1(a), Crane and the Crane Group shall be liable for and shall indemnify, defend and hold harmless the Huttig Group from and against (A) all Taxes attributable to the Crane Group, the respective assets or businesses of any member or members of the Crane Group and any Crane Tax Item for any Pre-Distribution Taxable Period, Straddle Period or Post-Distribution Taxable Period, (B) all liability (as a result of Treasury Regulation Section 1.1502-6(a) or a comparable state, local or foreign law) for Income Taxes of any person (other than a member of the Crane Group or the Huttig Group) which is or has ever been affiliated with any member of the Crane Group or with which any member of the Crane Group joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined or unitary Tax Return for any Pre-Distribution Taxable Period or Straddle Period; provided, however, if any member of the Huttig Group also is

or ever has been affiliated with or files or has ever filed (or is or has ever joined in the filing of) any such consolidated, combined or unitary Tax Return for the same Pre-Distribution Period or Straddle Period with any such person, then the amount of the liability under this provision shall be allocated between such member or members of the Crane Group and the Huttig Group in accordance with the principles described in Section 4.1(a), (C) all Taxes for any taxable period (whether beginning before, on or after the Distribution Date) that would not have been payable but for the breach by any member of the Crane Group of any representation, warranty or obligation made by Crane under this Agreement, the Distribution Agreement or the Ruling Request and (D) all liability for any reasonable legal, accounting, appraisal, consulting or similar fees and expenses relating to the foregoing.

(c) Payments. Subject to Section 6.5(b), any indemnity payment required to be made pursuant to this Section 6.1 shall be paid within 30 days after the indemnified party makes written demand upon the indemnifying party, but in no case earlier than five business days prior to the date on which the relevant Taxes are required to be paid (or would be required to be paid if no such Taxes are due) to the relevant Taxing Authority.

Section 6.2. NOTICE OF INDEMNITY. Whenever any member of the Crane Group or the Huttig Group, as the case may be, (hereinafter an "Indemnitee") receives written notice from any Tax Authority or otherwise of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (hereinafter a "Tax Contest") which could reasonably be expected to result in a determination that would increase the liability for any Tax of such member or any other member of its Group for any Tax Indemnification Period or for any Post-Tax Indemnification Period or require a payment hereunder to the other party (hereinafter an "Indemnity Issue"), the Indemnitee shall notify the other Group (hereinafter the "Indemnitor") of such Indemnity Issue within 30 days of receipt of such notice. The failure of any Indemnitee to give (or any delay in giving) such notice shall not relieve any Indemnitor of its obligations under this Agreement except to the extent that such failure to give (or such delay in giving) such notice shall have adversely affected the Indemnitor's ability to defend against, settle, or satisfy any action, suit or proceeding against Indemnitor, or any damage, loss, claim, or demand for which Indemnitee is entitled to indemnification from Indemnitor under this Agreement.

Section 6.3. TAX CONTESTS. To the extent that a Tax Contest relates to any Taxes for which a member of the Huttig Group is directly liable or has indemnification obligations hereunder, Huttig shall at its own expense control the defense and settlement of that portion of such Tax Contest. To the extent that a Tax Contest relates to any Taxes for which a member of the Crane Group is directly liable hereunder, Crane shall at its own expense control the defense and settlement of that portion of such Tax Contest. Provided, however, that the party in control of the Tax Contest shall in no event take any position in any such proceeding that would subject the party not in control of the defense to any civil fraud or any civil or criminal penalty, and provided, further, that the party in control of the Tax Contest shall not consent, without the prior written consent of the party not in control of the defense, which prior written consent shall not be unreasonably withheld, to any change in the treatment of any Tax Item that in any material

respect adversely affects the Tax liability of the party not in control of the defense for a period for which that party is directly or indirectly liable under this Agreement.

Section 6.4. TIMING ADJUSTMENTS.

(a) Timing Differences. If a Tax Audit Proceeding or an amendment of a Tax Return results in a Timing Difference, and such Timing Difference results in a decrease in an indemnity obligation Crane or Huttig has, or otherwise would have had, under Section 6.1 and/or an increase in the amount of a Tax Refund to which Crane or Huttig is entitled under Section 3.2, then in each Post-Tax Indemnification Period in which the Crane Group or the Huttig Group Actually Realizes an Income Tax Detriment, either Crane or Huttig, as the case may be, shall pay to the other an amount equal to such Income Tax Detriment; provided, however, that the aggregate payments required to be made under this Section 6.4(a) with respect to any Timing Difference shall not exceed the aggregate amount of the Income Tax Benefits realized by the Group from which such payment is made for all taxable periods and the Group receiving such payment for all Tax Indemnification Periods as a result of such Timing Difference. All such payments shall be made within 10 days after the relevant Income Tax Detriment has been Actually Realized and the Group Actually Realizing such Income Tax Detriment notifies the other Group, as the case may be.

(b) Reverse Timing Differences. If a Tax Audit Proceeding or an amendment of a Tax Return results in a Reverse Timing Difference, and such Reverse Timing Difference results in an increase in an indemnity obligation of Crane or Huttig under Section 6.1 and/or a decrease in the amount of a Tax Refund to which Crane or Huttig is or would otherwise be entitled to under
Section 3.2, then in each Post-Tax Indemnification Period in which the Crane Group or the Huttig Group Actually Realizes an Income Tax Benefit, Crane or Huttig, as the case may be, shall pay to the other an amount equal to such Income Tax Benefit; provided, however, that the aggregate payments required to be made under this Section 6.4(b) with respect to any Reverse Timing Difference shall not exceed the aggregate amount of the Income Tax Detriments realized by the Group from which such payment is made for all taxable periods and the Group receiving such payment for all Tax Indemnification Periods as a result of such Reverse Timing Difference. All such payments shall be made within ten days after the relevant Income Tax Benefit has been Actually Realized.

Section 6.5. PAYMENTS NET OF TAXES.

(a) Gross Up and Characterization. The amount of any payment under this Agreement shall be (i) increased to take account of any net Tax cost incurred by the recipient thereof as a result of the receipt or accrual of payments hereunder (grossed-up for such increase) and (ii) reduced to take account of any net Tax benefit realized by the recipient arising from the incurrence or payment of any such payment, other than any such net Tax benefit that the recipient is specifically entitled to retain pursuant to this Agreement. In computing the amount of any such Tax cost or Tax benefit, the recipient shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or

accrual of any payment hereunder. Except as provided in Section 6.5(b), or unless the parties otherwise agree to an alternative method for determining the present value of any such anticipated Tax benefit or Tax cost, any payment hereunder shall initially be made without regard to this Section and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the recipient has Actually Realized such cost or benefit. It is the intention of the parties that payments made pursuant to this Agreement are to be treated as relating back to the Contribution and Distribution as an adjustment to the assets and liabilities contributed thereunder, and the parties shall not take any position inconsistent with such intention before any Taxing Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

(b) Time for Payment. Notwithstanding any other provision of this Agreement, to simplify the administration of this Agreement, the payment of any amount less than [$150,000] required to be made pursuant to this Agreement by one party hereto to another party hereto need not be made to such other party prior to 30 days following the close of the calendar quarter during which such payment obligation arose.

(c) Right to Offset. Any party making a payment under this Agreement shall have the right to reduce any such payment by any amounts owed to it by the other party to this Agreement.

ARTICLE VII
COOPERATION AND EXCHANGE OF INFORMATION

Section 7.1. COOPERATION AND EXCHANGE OF INFORMATION. Each party hereto, on behalf of itself and its Affiliates, agrees to provide the other parties hereto with such cooperation and information as such other parties shall reasonably request, and as promptly as practicable, in connection with the preparation or filing of any Tax Return or claim for or allocation of a Tax Refund not inconsistent with this Agreement or in conducting any Tax Audit Proceedings or other proceeding in respect to Taxes or to carry out the provisions of this Agreement. To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall include without limitation the non-exclusive designation of an officer of Crane as an officer of Huttig solely for the purpose of pursuing refund claims, dealing with Taxing Authorities and defending Tax Audit Proceedings, in each case if such actions relate to Tax matters pertaining to or arising in the Tax Indemnification Period, as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority and providing copies of all relevant Tax Returns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Taxing Authorities, and records concerning the ownership and Tax basis of property, which either party may possess and which relate to the Tax Items on the Tax Returns. Subject to the rights of the Huttig Group under the other provisions of this Agreement, such officer shall have

the authority to execute powers of attorney (including Form 2848) on behalf of each member of the Huttig Group with respect to Tax Returns and Taxes for the Tax Indemnification Period. Each party to this Agreement shall make, or shall cause its Affiliates to make, their employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder.

Section 7.2. RECORD RETENTION. Crane and Huttig agree to (i) retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto ("Tax Records") existing on the Distribution Date or created through the Distribution Date, for 10 years from the Distribution Date and (ii) allow the other parties to this Agreement and their representatives (and representatives of any of its Affiliates), at times and dates reasonably acceptable to the retaining party, to inspect, review and make copies of such records, and have access to such employees, as Crane and Huttig may reasonably deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and without disruption to the respective business of either party. At the end of the 10-year period described in clause (i) Crane or Huttig, as the case may be, shall transfer such records (or cause such records to be transferred) to the other party (at such other party's sole expense), unless such other party notifies Crane or Huttig, as the case may be, within 90 days prior to the expiration of the 10-year period, that such other party does not desire to receive such Tax Records, in which case Crane or Huttig, as the case may be, may destroy or otherwise dispose of such undesired documents.

ARTICLE VIII
MISCELLANEOUS

Section 8.1. ENTIRE AGREEMENT. This Tax Allocation Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof and thereof.

Section 8.2. MODIFICATION OR AMENDMENT. The parties hereto may modify or amend this Agreement only by written agreement executed and delivered by duly authorized officers of the respective parties. Anything in this Agreement or the Distribution Agreement to the contrary notwithstanding, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the Distribution Agreement, the provisions of this Agreement shall control.

Section 8.3. RESOLUTION OF DISPUTES. Any disputes between the parties with respect to this Agreement that cannot be resolved by good faith effort by the parties shall be submitted to the office of Deloitte & Touche LLP ("Deloitte"), which shall render its opinion as to such matters. Deloitte's determination shall be final and binding on all parties and Deloitte's fees and

expenses shall be shared by each of Huttig and Crane in accordance with the final allocation of the Tax liability in dispute.

Section 8.4. NOTICES. Any notice, request, instruction or other communication to be given hereunder by any party to any other party shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if delivered personally, or by telecopy or telefacsimile, upon confirmation of receipt, (ii) on the first business day following the date of dispatch if delivered by Federal Express or other nationally reputable next-day courier service, or (iii) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) If to Huttig:

Gregory D. Lambert Huttig Sash and Door, Inc. Lakeview Center, Suite 400 145 South Outer Forty Road Chesterfield, Missouri 63006-1041

(b) if to Crane:

David S. Smith Crane Co.

100 First Stamford Place
Stamford, Connecticut 06902

Section 8.5. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein, nothing contained in this Agreement is intended to confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedies under or by reason of this Agreement.

Section 8.6. ASSIGNMENT. No party to this Agreement shall convey, assign or otherwise transfer any of its rights or obligations under this Agreement without the express written consent of the other parties hereto in their sole and absolute discretion. Any such conveyance, assignment or transfer without the express written consent of the other parties shall be void ab initio. No assignment of this Agreement shall relieve the assigning party of its obligations hereunder.

Section 8.7. TERM. This Agreement shall commence on the date of execution indicated below and shall continue in effect until otherwise agreed to in writing by Huttig and Crane, or their successors.

Section 8.8. CAPTIONS. The Article, Section and paragraph captions herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

Section 8.9. SEVERABILITY. If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon any such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 8.10. SPECIFIC PERFORMANCE. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right of specific performance and injunctive relief giving effect to its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

Section 8.11. COUNTERPARTS. For the convenience of the parties, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

Section 8.12. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

Section 8.13. AGENT. Any consent rights of members of the Huttig Group under this Agreement shall be exercised by Huttig on behalf of the Huttig Group, and any notices given by the Crane Group to Huttig shall be deemed to be given to each member of the Huttig Group. Any consent rights of the Crane Group under this Agreement shall be exercised by Crane on behalf of the Crane Group on behalf of the Crane Group, and any notices given by Huttig to Crane shall be deemed to be given to each member of the Crane Group.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto on the date first hereinabove written.

CRANE CO.

By:/s/ R.S. Evans
   --------------------------------------
     R. S. Evans
     Chairman and Chief Executive Officer

HUTTIG BUILDING PRODUCTS, INC.

By: /s/ B.J. Kulpa
   --------------------------------------
     Barry J. Kulpa
     President and Chief Executive Officer

Exhibit 10.2

EMPLOYEE MATTERS AGREEMENT

BETWEEN

CRANE CO.

AND

HUTTIG BUILDING PRODUCTS, INC.

DATED AS OF DECEMBER 16, 1999

ARTICLE I DEFINITIONS.............................................................................................1

   1.1  Adverse Change............................................................................................1
   1.2  Affected Pension Plan Participants........................................................................1
   1.3  Agreement.................................................................................................1
   1.4  ASO Contract..............................................................................................1
   1.5  Award.....................................................................................................1
   1.6  Benefit Liabilities.......................................................................................2
   1.7  Close of the Distribution Date............................................................................2
   1.8  COBRA.....................................................................................................2
   1.9  Code......................................................................................................2
   1.10 Crane Entity..............................................................................................2
   1.11 Crane Hourly Pension Plan.................................................................................2
   1.12 Crane Restricted Stock Plan...............................................................................2
   1.13 Crane Salaried Pension Plan...............................................................................2
   1.14 Crane Savings Plan........................................................................................2
   1.15 Crane Stock Option Plan...................................................................................2
   1.16 Crane Stock Value.........................................................................................2
   1.17 Distribution Agreement....................................................................................2
   1.18 ERISA.....................................................................................................3
   1.19 EVA Plan..................................................................................................3
   1.20 Group Insurance Policies..................................................................................3
   1.21 Group Life Program........................................................................................3
   1.22 Health and Welfare Plans..................................................................................3
   1.23 Huttig Employee Stock Purchase Plan.......................................................................3
   1.24 Huttig Entity.............................................................................................3
   1.25 Huttig Individual.........................................................................................3
   1.26 Huttig Savings & Profit Sharing Plan......................................................................3
   1.28 Huttig Stock Incentive Plan...............................................................................3
   1.29 Huttig Stock Value........................................................................................4
   1.30 Immediately After the Distribution Date...................................................................4
   1.31 IRS.......................................................................................................4
   1.32 Option....................................................................................................4
   1.32 Option Ratio..............................................................................................4
   1.33 Plan......................................................................................................4
   1.34 Ratio.....................................................................................................4

ARTICLE II GENERAL PRINCIPLES.....................................................................................4

   2.1  Assumption of Liabilities.................................................................................4
   2.2  Establishment of Huttig Plans and Related Trusts..........................................................5

   2.3  Terms of Participation by Huttig Individuals in Huttig Plans..............................................5

ARTICLE III DEFINED BENEFIT PLANS.................................................................................5

   3.1  Freezing of Pension Plan Benefits.........................................................................5
   3.2  Vesting and Crediting Service Under Crane's Pension Plans.................................................6

ARTICLE IV DEFINED CONTRIBUTION PLANS.............................................................................6

   4.1  Savings and Profit Sharing Plan...........................................................................6
   4.2  Other Defined Contribution Plans..........................................................................7

ARTICLE V HEALTH AND WELFARE PLANS................................................................................7

   5.1  General Provisions........................................................................................7
   5.2  Vendor Contracts..........................................................................................8
   5.3  Procedures for Amendments to Plans, Plan Designs, Administrative Practices, and Vendor Contracts..........9
   5.4  COBRA....................................................................................................10
   5.5  Post-Distribution-Transitional Arrangements..............................................................11

ARTICLE VI STOCK AND INCENTIVE COMPENSATION BENEFITS AND EXECUTIVE BENEFITS......................................11

   6.1  Crane Stock-Based Plans..................................................................................11
   6.2  Crane EVA Plan...........................................................................................12
   6.3  Employee Stock Purchase Plan.............................................................................12

ARTICLE VII GENERAL AND ADMINISTRATIVE...........................................................................12

   7.1  Non-Termination of Employment, No Third-Party Beneficiaries..............................................13
   7.2  Beneficiary Designations.................................................................................13
   7.3  Collective Bargaining....................................................................................13
   7.4  Consent of Third Parties.................................................................................13
   7.5  Sharing of Participant Information.......................................................................13

ARTICLE VIII MISCELLANEOUS.......................................................................................14

   8.1  Effect if Distribution Does Not Occur....................................................................14
   8.2  Relationship of Parties..................................................................................14
   8.3  Affiliates...............................................................................................14
   8.4  Governing Law............................................................................................14
   8.5  Entire Agreement, Construction...........................................................................14
   8.6  Expenses.................................................................................................15
   8.7  Notices..................................................................................................15
   8.8  Consent to Jurisdiction..................................................................................16
   8.9  Amendments...............................................................................................16

8.10 Assignment...............................................................................................16
8.11 Captions.................................................................................................16
8.12 Severability.............................................................................................16
8.13 Parties in Interest......................................................................................17
8.14 Schedules................................................................................................17
8.15 Waivers; Remedies........................................................................................17
8.16 Further Assurances.......................................................................................17
8.17 Counterparts.............................................................................................17

EMPLOYEE MATTERS AGREEMENT

December 16, 1999

The parties to this Employee Matters Agreement, dated as of the date written above, are Crane Co., a Delaware corporation ("Crane"), and Huttig Building Products, Inc., a Delaware corporation ("Huttig"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or as assigned to them in the Distribution Agreement (as defined below).

WHEREAS, the Board of Directors of Crane has determined that it is in the best interests of Crane and its stockholders to separate Crane and its subsidiary, Huttig, such that Huttig will be an independent business entity;

WHEREAS, in furtherance of the foregoing, Crane and Huttig have entered into a Distribution Agreement, dated as of December 6, 1999 (the "Distribution Agreement"), and certain other agreements that will govern certain matters relating to the Distribution and the relationship of Crane and Huttig, and their respective Subsidiaries following the Distribution; and

WHEREAS, pursuant to the Distribution Agreement, Crane and Huttig have agreed to enter into this agreement allocating between them the assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

For purposes of this Agreement the following terms shall have the following meanings:

1.1 Adverse Change is defined in Section 5.3(a).

1.2 Affected Pension Plan Participants is defined in Section 3.1.

1.3 Agreement means this Employee Matters Agreement, including all the Schedules hereto.

1.4 ASO Contract is defined in Section 5.2(a)(i).

1.5 Award means an award under the Crane Stock Option Plan, the Crane Restricted Stock Plan, the EVA Plan or the Huttig Stock Incentive Plan. When immediately preceded by

"Crane," the term Award means an award under the applicable Plan described in this Section 1.5 as established or maintained by Crane. When immediately preceded by "Huttig," the term Award means an award under the applicable Plan established or maintained by Huttig.

1.6 Benefit Liabilities means any Liabilities (as defined in the Distribution Agreement) relating to any contributions, compensation or other benefits accrued or payable under any profit sharing, pension, savings, deferred compensation, fringe benefit, insurance, medical, medical reimbursement, life, disability, accident, post-retirement health or welfare benefit, stock option, stock purchase, sick pay, vacation, employment, severance, termination or other compensation or benefit plan, agreement, contract, policy, trust fund or arrangement.

1.7 Close of the Distribution Date means 11:59:59 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

1.8 COBRA means the continuation coverage requirements for "group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608.

1.9 Code means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary, or final regulation in force under that provision.

1.10 Crane Entity means any entity that is, at the relevant time, an Affiliate of Crane, except that, for periods beginning Immediately After the Distribution Date, the term "Crane Entity" shall not include Huttig or a Huttig Entity.

1.11 Crane Hourly Pension Plan means the Crane Co. Master Pension Plan for Hourly and Certain Non-Bargaining Employees (Plan C), effective December 31, 1987, as amended further effective January 1, 1994.

1.12 Crane Restricted Stock Plan means the Crane Co. Restricted Stock Award Plan.

1.13 Crane Salaried Pension Plan means the Crane Co. Pension Plan for Non-Bargaining Employees, effective December 31, 1987, as amended further effective January 1, 1994.

1.14 Crane Savings Plan means the Crane Co. Savings and Investment Plan, effective January 1, 1989, as amended further effective June 1, 1997.

1.15 Crane Stock Option Plan means the Crane Co. Stock Option Plan.

1.16 Crane Stock Value means the average of the high and low per-share prices of the Crane Common Stock, regular way, as reported on the New York Stock Exchange - Composite Transactions Tape on the trading day immediately prior to the Distribution Date.

1.17 Distribution Agreement is defined in the third paragraph of the preamble of this Agreement.

1.18 ERISA means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary, or final regulation in force under that provision.

1.19 EVA Plan, when immediately preceded by "Crane," means the Crane Co. Economic Value Added Incentive Compensation Plan for Executive Officers. When immediately preceded by "Huttig," EVA Plan means the Economic Value Added Incentive Compensation Plan to be established by Huttig pursuant to Section 2.2.

1.20 Group Insurance Policies is defined in Section 5.2(b)(i).

1.21 Group Life Program, when immediately preceded by "Crane," means the Crane Co. group life programs, policies and arrangements. When immediately preceded by "Huttig," Group Life Program means the life insurance programs, policies and arrangements to be established by Huttig pursuant to Section 2.2 that correspond to the respective Crane Group Life Programs.

1.22 Health and Welfare Plans, when immediately preceded by "Crane," means the health and welfare plans listed on Schedule 1.22 established and maintained by Crane for the benefit of employees and retirees of Crane and certain Crane Entities, and such other welfare plans or programs as may apply to such employees and retirees as of the Distribution Date. When immediately preceded by "Huttig," Health and Welfare Plans means the health and welfare plans to be established by Huttig pursuant to Section 2.2 that correspond to the respective Crane Health and Welfare Plans.

1.23 Huttig Employee Stock Purchase Plan means the employee stock purchase plan to be established by Huttig pursuant to Section 2.2.

1.24 Huttig Entity means any Person that is, at the relevant time, a Subsidiary of Huttig or is otherwise controlled, directly or indirectly, by Huttig.

1.25 Huttig Individual means any individual (i) who, Immediately After the Distribution Date, is either actively employed by or on leave of absence from Huttig or a Huttig Entity, or (ii) whose last employment within the Pre-Distribution Group (as defined in the Distribution Agreement) was with Huttig or a Huttig Entity.

1.26 Huttig Savings & Profit Sharing Plan means the defined contribution plan established by Huttig pursuant to Section 2.2 and Article IV.

1.27 Huttig Stock Incentive Plan means the plan or program established by Huttig pursuant to Section 2.2 consisting of a stock option plan that corresponds to the Crane Stock Option Plan and a restricted stock award plan that corresponds to the Crane Restricted Stock Plan.

1.28 Huttig Stock Value means the average of the high and low per-share prices of the Huttig Common Stock as reported on the New York Stock Exchange on the first trading day after the Distribution Date.

1.29 Immediately After the Distribution Date means 12:00 A.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the day after the Distribution Date.

1.30 IRS means the Internal Revenue Service.

1.31 Option, when immediately preceded by "Crane," means an option to purchase Crane Common Stock pursuant to the Crane Stock Option Plan. When immediately preceded by "Huttig," Option means an option to purchase Huttig Common Stock pursuant to the Huttig Stock Incentive Plan.

1.32 Option Ratio means the amount obtained by dividing the Crane Stock Value by the average of the high and low sales prices of the Crane Common Stock on the first trading day after the Distribution Date.

1.33 Plan, when immediately preceded by "Crane" or "Huttig," means any plan, policy, program, payroll practice, on-going arrangement, contract, trust, insurance policy or other agreement or funding vehicle providing benefits to employees or former employees of Crane or a Crane Entity, or Huttig or a Huttig Entity, as applicable.

1.34 Ratio means the amount obtained by dividing the Crane Stock Value by the Huttig Stock Value.

ARTICLE II
GENERAL PRINCIPLES

2.1 Assumption of Liabilities. Except as otherwise expressly provided in Article III, Huttig hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all of the following (regardless of when or where such Benefit Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by Crane, a Crane Entity, Huttig or a Huttig Entity before the Distribution Date (including Benefit Liabilities under Crane Plans and Huttig Plans); (ii) all other Benefit Liabilities to or relating to Huttig Individuals, and their respective dependents and beneficiaries, to the extent relating to, arising out of or resulting from future, present or former employment with Huttig or a Huttig Entity (including Benefit Liabilities under Crane Plans and Huttig Plans); (iii) all Benefit Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Huttig or a Huttig Entity; (iv) all Benefit Liabilities relating to, arising out of or resulting from the imposition of withdrawal liability under Subtitle E of Title IV of ERISA as a result of a complete or partial withdrawal of any Crane Entity from a "multiemployer plan" within the meaning of ERISA Section 4021 which occurs solely as a result of the Distribution; and (v) all other Benefit Liabilities relating to, arising out of or resulting from

obligations, liabilities and responsibilities expressly assumed or retained by Huttig, a Huttig Entity, or a Huttig Plan pursuant to this Agreement.

2.2 Establishment of Huttig Plans and Related Trusts. Effective prior to or Immediately After the Distribution Date, Huttig shall adopt, or cause to be adopted, the Huttig Savings and Profit Sharing Plan and its related trust, the Huttig Employee Stock Purchase Plan, the Huttig Stock Incentive Plan, the Huttig EVA Plan and the Huttig Health and Welfare Plans for the benefit of the Huttig Individuals and other current and future employees of Huttig and the Huttig Entities. Subject to the provisions of Section 4.1 regarding the Huttig Savings and Profit Sharing Plan, Section 6.2 regarding the Huttig EVA Plan,
Section 6.3 regarding the Huttig Employee Stock Purchase Plan and Section 5.1(b) regarding the Huttig Health and Welfare Plans, the foregoing Huttig Plans as in effect Immediately After the Distribution Date shall be substantially identical in all material respects to the corresponding Crane Plans as in effect as of the Distribution Date.

2.3 Terms of Participation by Huttig Individuals in Huttig Plans. The Huttig Plans shall be, with respect to Huttig Individuals, in all respects the successors in interest to, and shall not provide benefits that duplicate benefits provided by, the corresponding Crane Plans. Crane and Huttig shall agree on methods and procedures, including amending the respective Plan documents and/or requesting approvals or consents of Huttig Individuals where the parties deem appropriate, to prevent Huttig Individuals from receiving duplicative benefits from the Crane Plans and the Huttig Plans. With respect to Huttig Individuals, each Huttig Plan shall provide that all service, all compensation and all other benefit-affecting determinations that, as of the Close of the Distribution Date, were recognized under the corresponding Crane Plan shall, as of Immediately After the Distribution Date, receive full recognition, credit, and validity and be taken into account under such Huttig Plan to the same extent as if such items occurred under such Huttig Plan, except to the extent that duplication of benefits would result.

ARTICLE III
DEFINED BENEFIT PLANS

3.1 Freezing of Pension Plan Benefits. Effective Immediately After the Distribution Date, the accrued benefits with respect to Huttig Individuals who, as of the Distribution Date, were participants under the Crane Salaried Pension Plan or the Crane Hourly Pension Plan (collectively, the "Affected Pension Plan Participants") shall be frozen and the Affected Pension Plan Participants shall not accrue any additional benefits from and after the Distribution Date under the Crane Salaried Pension Plan or the Crane Hourly Pension Plan, as the case may be. The assets and Benefit Liabilities with respect to the Affected Pension Plan Participants, determined as of the Distribution Date, shall be retained by the applicable Crane Plan and its related trust and paid therefrom when due under the terms of the applicable Crane Plan.

3.2 Vesting and Crediting Service Under Crane's Pension Plans. Effective Immediately After the Distribution Date, notwithstanding anything contained in the Crane

Salaried Pension Plan or the Crane Hourly Pension Plan to the contrary, the Affected Pension Plan Participants shall be fully vested in their respective accrued benefits under the Crane Salaried Pension Plan or the Crane Hourly Pension Plan, as the case may be. Affected Pension Plan Participants shall continue to receive service credit for retirement benefit eligibility purposes under the applicable Crane Plan for service with Huttig after the Distribution Date.

ARTICLE IV
DEFINED CONTRIBUTION PLANS

4.1 Savings and Profit Sharing Plan.

(a) Establishment of Savings and Profit Sharing Plan and Trust. The Huttig Savings and Profit Sharing Plan, established by Huttig pursuant to
Section 2.2, (i) shall be a qualified defined contribution plan within the meaning of Code Section 401(a), (ii) except as provided under Section 4.1(c), shall contain provisions, terms and conditions that are in the aggregate substantially similar to the provisions, terms and conditions of the Crane Savings Plan, and (iii) shall provide coverage from and after the Distribution Date with respect to Huttig Individuals. The trust related to the Huttig Savings and Profit Sharing Plan, established by Huttig pursuant to Section 2.2, shall be exempt from taxation under Code Section 501(a).

(b) Assumption of Liabilities and Transfer of Assets.

(i) Effective Immediately After the Distribution Date: (A) the Huttig Savings and Profit Sharing Plan shall assume and be solely responsible for all Benefit Liabilities to or relating to Huttig Individuals under the Crane Savings Plan, and (B) Crane shall cause an amount equal to the aggregate account balances of the Huttig Individuals participating under the Crane Savings Plan, whether such amounts are vested or unvested under the terms of the Crane Savings Plan, which are held by the related trust as of the Close of the Distribution Date to be transferred to the Huttig Savings and Profit Sharing Plan, and its related trust, or such other qualified plan and trust designated by Huttig, and Huttig shall cause such transferred accounts to be accepted by such plan and trust. In Crane's sole and absolute discretion, the amount so transferred may be in cash or in kind or a combination thereof; provided, however, that the following shall be transferred in kind: (A) shares of Crane Common Stock and shares of Huttig Common Stock allocated to participants' accounts as a result of the Distribution; and (B) all promissory notes reflecting participant loans to Huttig Individuals under the Crane Savings Plan outstanding as of the Distribution Date.

(ii) If any benefit with respect to a Huttig Individual under the Crane Savings Plan is subject to a qualified domestic relations order at the time of transfer, all documentation concerning such qualified domestic relations order shall be assigned to the Huttig Savings and Profit Sharing Plan.

(c) Retirement Benefit Feature of Savings and Profit Sharing Plan. The Huttig Savings and Profit Sharing Plan shall contain provisions regarding employer profit sharing

contributions that, in the sole discretion of Huttig, are appropriate retirement benefit provisions with respect to Huttig Individuals.

(d) Vesting. Effective Immediately After the Distribution Date, participants in the Huttig Savings and Profit Sharing Plan shall be fully vested in any amounts transferred with respect to such participants from the Crane Savings Plan and its related trust under Section 4.1(b).

4.2 Other Defined Contribution Plans. Effective Immediately After the Distribution Date, Huttig shall retain sole responsibility for sponsorship and administration of the Huttig Sash & Door Company Compensation and Investment Plan (formerly known as the Palmer G. Lewis 401(k) Plan) (the "Lewis 401(k) Plan"), the Huttig Sash & Door Company Tax-Sheltered Investment Plan (formerly known as the American Pine Products 401(k) Profit Sharing Plan) (the "Prineville
401(k) Plan") and the Whittier-Ruhle Millwork Company's Employees' Savings and Investment Plan (the "Whittier-Ruhle Plan"), including all Benefit Liabilities arising under those plans prior to or after the Distribution Date, and Crane shall have no responsibility or liability with respect to the Lewis 401(k) Plan, the Prineville 401(k) Plan or the Whittier-Ruhle Plan.

ARTICLE V
HEALTH AND WELFARE PLANS

5.1 General Provisions.

(a) Assumption of Health and Welfare Plan Liabilities. Immediately After the Distribution Date, all Benefit Liabilities to or relating to Huttig Individuals under the Crane Health and Welfare Plans shall cease to be Benefit Liabilities of the Crane Health and Welfare Plans and shall be assumed by the corresponding Huttig Health and Welfare Plans.

(b) Postretirement Medical and Life Insurance Benefits.

(i) Effective Immediately After the Distribution Date, Huttig may, but shall not be required to, alter or amend the postretirement medical and life insurance benefits offered, or the manner in which such benefits are offered, to Huttig Individuals as follows (subject to all terms and conditions of the applicable Huttig Plan): (A) Huttig shall continue to contribute 50% of the applicable premium or cost of coverage for postretirement medical benefits for Huttig Individuals who are currently retired and participating in such coverage as of the Distribution Date, such contribution to continue in each case only until such Huttig Individual attains age 65; (B) Huttig shall make no contribution regarding the premium or other cost of coverage for postretirement life insurance benefits for Huttig Individuals who are currently retired and participating in such coverage as of the Distribution Date; (C) Huttig shall make no contribution regarding the premium or other cost of coverage for postretirement medical or life insurance benefits for Huttig Individuals who are active employees of Huttig or a Huttig Entity Immediately After the Distribution Date and who commenced employment with Huttig or a Huttig Entity prior to 1992; and (D) Huttig shall not offer postretirement medical or life

insurance benefits to Huttig Individuals who are active employees of Huttig or a Huttig Entity Immediately After the Distribution Date and who commenced employment with Huttig or a Huttig Entity after 1991.

(ii) Crane agrees and acknowledges that any alteration or amendment by Huttig of the postretirement medical and life insurance benefits offered under one or more of the Huttig Health and Welfare Plans as described in
Section 5.1(b)(i) shall not be considered or otherwise deemed to be an Adverse Change as defined under Section 5.3(a). Notwithstanding the foregoing, Huttig acknowledges that any decision or action with respect to postretirement medical or life insurance benefits offered under any Huttig Plan after the Distribution Date shall be in the sole discretion of Huttig and Huttig shall be solely responsible for such decision or action. Furthermore, Huttig acknowledges that Crane shall in no way be considered or deemed to have consented to or agreed to such decision or action of Huttig.

5.2 Vendor Contracts.

(a) Third-Party ASO Contracts.

(i) Crane shall use its reasonable efforts to amend each administrative services only contract with a third-party administrator that relates to any of the Crane Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Huttig to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until the expiration of the financial fee guarantees in effect under such ASO Contract as of the Close of the Distribution Date. Crane shall use its reasonable efforts to cause all ASO Contracts into which Crane enters after the date of this Agreement but before the Close of the Distribution Date to allow Huttig to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as Crane.

(ii) Crane shall have the right to determine, and shall promptly notify Huttig of, the manner in which Huttig's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Huttig's participation may be effectuated include automatically making Huttig a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Huttig providing for the same terms and conditions as are contained in the ASO Contracts to which Crane is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Huttig hereby authorizes Crane to act on its behalf to extend to Huttig the terms and conditions of the ASO Contracts. Huttig shall fully cooperate with Crane in such efforts, and Huttig shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice Crane's efforts.

(b) Group Insurance Policies.

(i) This Section 5.2(b) applies to group insurance policies not subject to allocation or transfer pursuant to the foregoing provisions of this Article V ("Group Insurance Policies").

(ii) Crane shall use its reasonable efforts to amend each Group Insurance Policy in existence as of the date of this Agreement for the provision or administration of benefits under the Crane Health and Welfare Plans to permit Huttig to participate in the terms and conditions of such policy from Immediately After the Distribution Date until the expiration of the financial fee and rate guarantees in effect under such Group Insurance Policy as of the Close of the Distribution Date. Crane shall use its reasonable efforts to cause all Group Insurance Policies into which Crane enters or which Crane renews after the date of this Agreement but before the Close of the Distribution Date to allow Huttig to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as Crane.

(iii) Huttig's participation in the terms and conditions of each such Group Insurance Policy shall be effectuated by obligating the insurance company that issued such insurance policy to Crane to issue one or more separate policies to Huttig. Such terms and conditions shall include the financial and termination provisions, performance standards and target claims. Huttig hereby unconditionally and irrevocably authorizes Crane to act on its behalf to extend to Huttig the terms and conditions of such Group Insurance Policies. Huttig shall fully cooperate with Crane in such efforts, and Huttig shall not perform any act, including discussing any alternative arrangements with third parties, that would prejudice Crane's efforts.

(c) Effect of Change in Rates. Crane and Huttig shall use their reasonable efforts to cause each of the insurance companies, point-of-service vendors and third-party administrators providing services and benefits under the Crane Health and Welfare Plans and the Huttig Health and Welfare Plans to maintain the premium and/or administrative rates based on the aggregate number of participants in both the Crane Health and Welfare Plans and the Huttig Health and Welfare Plans through the expiration of the financial fee or rate guarantees in effect as of the Close of the Distribution Date under the respective ASO Contracts and Group Insurance Policies. To the extent they are not successful in such efforts, Crane and Huttig shall each bear the revised premium or administrative rates attributable to the individuals covered by their respective Health and Welfare Plans.

5.3 Procedures for Amendments to Plans, Plan Designs, Administrative Practices, and Vendor Contracts.

(a) Changes in Vendor Contracts, Group Insurance Policies, Plan Design, and Administration Practices and Procedures. From Immediately After the Distribution Date through the expiration of the respective financial fee or rate guarantees in effect as of the Close of the Distribution Date under the applicable ASO Contract or Group Insurance Policy, any party must comply with
Section 5.3(b) if that party seeks to materially amend, modify, alter or take other action which would have a material effect on, any of the following items that, in the reasonable opinion of the other party, shall have a material adverse impact on one or more of the other party's Health and Welfare Plans (each such modification, an "Adverse Change"): (i) the termination date, administration, or operation of (A) an ASO contract between Crane or Huttig and a third-party administrator, or (B) a Group Insurance Policy issued to Crane or Huttig, in each case, the material terms and conditions of which contracts and policies are extended to

Huttig or to which Huttig becomes a party pursuant to Section 5.2; (ii) the design of either a Crane Health and Welfare Plan or a Huttig Health and Welfare Plan; or (iii) the financing, operation, administration or delivery of benefits under either a Crane Health and Welfare Plan or a Huttig Health and Welfare Plan.

(b) Procedure for Implementing Changes. Unless the other party consents in writing, neither Crane nor Huttig shall make any Adverse Change unless the party intending to make the Adverse Change has: (i) given the other party written notice of the intention to make the Adverse Change, accompanied by a written description of the Adverse Change, at least 30 days in advance of the proposed effective date of the Adverse Change; (ii) agreed to bear all of the costs of implementing the Adverse Change which are incurred by all third-party administrators, insurance companies and other vendors and passed through to one or both of the parties; and (iii) certified to the other party, and provided to the other party the written concurrence of each third-party administrator, insurance company or other vendor associated with or performing services in connection with the Health and Welfare Plan affected by the Adverse Change, that (after taking into account the effect of clause (ii)) the proposed Adverse Change will have no material adverse impact (financial, administrative or otherwise) on the corresponding Health and Welfare Plan sponsored by the other party.

5.4 COBRA. Effective Immediately After the Distribution Date, Huttig shall solely be responsible for administering compliance with the health care continuation coverage requirements of COBRA with respect to Huttig Individuals under the Huttig Health and Welfare Plans.

5.5 Post-Distribution-Transitional Arrangements.

(a) Continuance of Elections, Co-Payments and Maximum Benefits.

(i) Huttig shall cause the Huttig Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Huttig Individuals under the Crane Health and Welfare Plans and apply such elections under the Huttig Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. The transfer or other movement of employment from Crane to Huttig at any time before the Close of the Distribution Date shall neither constitute nor be treated as a "status change" under the Crane Health and Welfare Plans or the Huttig Health and Welfare Plans.

(ii) Huttig shall cause the Huttig Health and Welfare Plans to recognize and give credit for (A) all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by Huttig Individuals under the Crane Health and Welfare Plans for the remainder of the year in which the Distribution occurs, and (B) all benefits paid to Huttig Individuals under the Crane Health and Welfare Plans for purposes of determining when such persons have reached their lifetime maximum benefits under the Huttig Health and Welfare Plans.

(iii) Huttig shall use reasonable efforts to (A) provide coverage to Huttig Individuals under the Huttig Group Life Program without the need to undergo a physical

examination or otherwise provide evidence of insurability, and (B) recognize and maintain all irrevocable assignments and accelerated benefit option elections made by Huttig Individuals under the Crane Group Life Program.

(b) Health and Welfare Plans Subrogation Recovery. After the Close of the Distribution Date, Crane shall pay to Huttig any amounts Crane recovers from time to time through subrogation or otherwise for claims incurred by or reimbursed to any Huttig Individual. If Huttig recovers any amounts through subrogation or otherwise for claims incurred by or reimbursed to employees and former employees of Crane or a Crane Entity and their respective beneficiaries and dependents (other than Huttig Individuals), Huttig shall pay such amounts to Crane.

ARTICLE VI
STOCK AND INCENTIVE COMPENSATION BENEFITS
AND EXECUTIVE BENEFITS

6.1 Crane Stock-Based Plans.

(a) Stock Options. Effective as soon as practicable after the Distribution Date, Crane shall cause each Crane Option that is outstanding as of the Close of the Distribution Date and is held by a Huttig Individual to be adjusted to reflect the effect of the Distribution (each such Option shall be called an "Adjusted Option"). Each Adjusted Option shall provide for the option to purchase a number of shares of Crane Common Stock equal to the number of shares of Crane Common Stock subject to the original Crane Option as of the Close of the Distribution Date, multiplied by the Option Ratio, and then rounded to the nearest whole share. The per-share exercise price of such Adjusted Option shall equal the per-share exercise price of the original Crane Option as of the Close of the Distribution Date divided by the Option Ratio. Each Adjusted Option shall otherwise have the same terms and conditions as were applicable to the original Crane Option as of the Close of the Distribution Date. Solely for purposes of this Section 6.1(a), any Huttig Individual holding a Crane Option (or an Adjusted Option) shall be considered to have incurred a termination of employment with Crane for a reason other than (i) retirement, death or disability or (ii) after a change in control for purposes of the Crane Stock Option Plan and any option agreement or other contract evidencing the grant or award of a Crane Option to such Individual. Such Crane Option (or Adjusted Option) shall be exercisable and subject to termination as provided in such agreement or contract.

(b) Restricted Stock. Effective as soon as administratively practicable after the Distribution Date, Huttig shall cause the Restricted Stock Award held by Mr. Barry Kulpa under the Crane Restricted Stock Plan as of the Distribution Date, to the extent that vesting of shares granted under that Award is not dependent upon any performance or market value criteria (i.e. time-based restrictions), to be converted to a Restricted Stock Award under the Huttig Stock Incentive Plan by multiplying the number of shares of Crane Restricted Stock by the Ratio, and then rounding the product to the nearest whole share. Such Huttig Restricted Stock Award shall have the same terms and conditions as were applicable to the corresponding Crane Restricted Stock Award. Crane shall use reasonable efforts to cancel any certificate in Mr. Kulpa's name with respect to restricted shares of Crane Common Stock. To the extent that Mr. Kulpa's Restricted Stock Award is not subject to conversion under the prior provisions of this Section 6.1(b) (i.e. performance-based restrictions), such Restricted Stock Award shall be canceled.

6.2 Crane EVA Plan. Effective Immediately After the Distribution Date, Huttig shall assume all Benefit Liabilities to or relating to Huttig Individuals under the Crane EVA Plan. The Huttig EVA Plan shall reflect appropriate adjustments, as determined by Huttig in its sole discretion, of the cost of capital and other factors that shall be applicable to the benefits under the Huttig EVA Plan after the Distribution Date.

6.3 Employee Stock Purchase Plan. The Huttig Employee Stock Purchase Plan, established pursuant to Section 2.2, shall provide employees of Huttig or a Huttig Entity after the Distribution Date with an opportunity to purchase Huttig Common Stock at current market prices.

ARTICLE VII
GENERAL AND ADMINISTRATIVE

7.1 Non-Termination of Employment, No Third-Party Beneficiaries. Except as expressly provided herein, no provision of this Agreement or the Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Huttig Individual or other future, present or former employee of Crane, a Crane Entity, Huttig, or a Huttig Entity under any Crane Plan or Huttig Plan or otherwise. Without limiting the generality of the foregoing: (i) except as expressly provided in Section 6.1(a), the Distribution shall not cause any employee to be deemed to have incurred a termination of employment which entitles such individual to the commencement of benefits under any of the Crane Plans, any of the Huttig Plans, or any individual agreements; and (ii) except as expressly provided in this Agreement, nothing in this Agreement shall preclude Huttig, at any time after the Close of the Distribution Date, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Huttig Plan, any benefit under any Plan or any trust, insurance policy or funding vehicle related to any Huttig Plan.

7.2 Beneficiary Designations. All beneficiary designations made by Huttig Individuals for Crane Plans shall be transferred to and be in full force and effect under the corresponding Huttig Plans until such beneficiary designations are replaced or revoked by the Huttig Individual who made the beneficiary designation.

7.3 Collective Bargaining. To the extent any provision of this Agreement is contrary to the provisions of any collective bargaining agreement to which Crane or any Affiliate of Crane is a party, the terms of such collective bargaining agreement shall prevail. Should any provisions of this Agreement be deemed to relate to a topic determined by an appropriate authority to be a mandatory subject of collective bargaining, Crane or Huttig may be obligated to bargain with the union representing affected employees concerning those subjects.

7.4 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor or a union) and such consent is withheld, Crane and Huttig shall use their reasonable efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, Crane and Huttig shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase "reasonable efforts" as used herein shall not be construed to require the incurrence of any non-routine or unreasonable expense or liability or the waiver of any right.

7.5 Sharing of Participant Information. Crane and Huttig shall share, Crane shall cause each applicable Crane Entity to share, and Huttig shall cause each applicable Huttig Entity to share, with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the Crane Plans and the Huttig Plans. Crane and Huttig and their respective authorized agents shall, subject to applicable laws on confidentiality, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other party, to the extent necessary for such administration. Until December 31, 2000, or such other date as the parties may mutually agree, all participant information shall be provided in a manner and medium that is compatible with the data processing systems of Crane as in effect on the Close of the Distribution Date, unless otherwise agreed to by Crane and Huttig.

ARTICLE VIII
MISCELLANEOUS

8.1 Effect if Distribution Does Not Occur. If the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur effective as of the Close of the Distribution Date, Immediately After the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed by Huttig and Crane.

8.2 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or

joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

8.3 Affiliates. Each of Crane and Huttig shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by a Crane Entity or a Huttig Entity, respectively.

8.4 Governing Law. To the extent not preempted by applicable federal law, this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, irrespective of the choice of laws principles of the state of Delaware, as to all matters, including matters of validity, construction, effect, performance and remedies.

8.5 Entire Agreement, Construction. This Agreement and the Ancillary Agreements, including, without limitation, any annexes, schedules and exhibits hereto or thereto, and other agreements and documents referred to herein and therein, will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter. In the event and to the extent that there is a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement, the Transition Services Agreement or the Tax Allocation Agreement, the provisions of this Agreement shall control.

8.6 Expenses. Except as expressly set forth in this Agreement, all costs and expenses incurred through the Close of the Distribution Date with respect to any employee matters described herein shall be charged to and paid by Crane. Except as otherwise set forth in this Agreement, all costs and expenses incurred following the Distribution Date with respect to any employee matters described herein shall be charged to and paid by the party for whose benefit the expenses are incurred, with any expenses that cannot be allocated on such basis to be split equally between the parties.

8.7 Notices. All notices, requests, claims, demands and other communications required or permitted to be given hereunder will be in writing and will be delivered by hand or telecopied or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and will be deemed given when so delivered by hand or telecopied, or three business days after being so mailed (one business day in the case of express mail or overnight courier service). All such notices, requests, claims, demands and other communications will be addressed as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) If to Crane:

Crane Co.

100 First Stamford Place
Stamford, CT 06902
Attention: Augustus I. duPont
Telecopy: (203) 363-7350

(b) If to Huttig:

Huttig Building Products, Inc. 14500 South Outer Forty Road Suite 400
Chesterfield, MO 63017 Attention: Gregory D. Lambert Telecopy: (314) 216-2601

8.8 Consent to Jurisdiction. Each of Crane and Huttig irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery in and for the State of Delaware and the Superior Court in and for the State of Delaware and (ii) the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated thereby (and agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each of Crane and Huttig further agrees that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such party's respective address set forth in Section 8.6 will be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each of Crane and Huttig irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement in (i) the Court of Chancery in and for the State of Delaware and the Superior Court in and for the State of Delaware or (ii) the United States District Court for the District of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

8.9 Amendments. This Agreement cannot be amended, modified or supplemented except by a written agreement executed by Crane and Huttig.

8.10 Assignment. Neither party to this Agreement will convey, assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party in its sole and absolute discretion, except that other than as expressly provided herein any party may (without obtaining any consent) assign any of its rights hereunder to a successor to all or any part of its business. Any such conveyance, assignment or transfer requiring the prior written consent of another party which is made without such consent will be void ab initio. No assignment of this Agreement will relieve the assigning party of its obligations hereunder.

8.11 Captions. The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered articles or sections are to articles and

sections of this Agreement and all references herein to annexes or schedules are to annexes and schedules to this Agreement.

8.12 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and will in no way be affected, impaired or invalidated thereby. If the economic or legal substance of the matters contemplated hereby is affected in any manner adverse to any party as a result thereof, the parties will negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

8.13 Parties in Interest. This Agreement is binding upon and is for the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement is not made for the benefit of any Person not a party hereto, and no Person other than the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.

8.14 Schedules. All annexes and schedules attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized terms used in the schedules hereto but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement.

8.15 Waivers; Remedies. No failure or delay on the part of either Crane or Huttig in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of either Crane or Huttig of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies which the parties may otherwise have at law or in equity.

8.16 Further Assurances. As and when requested by either party hereto, the other party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such actions as the requesting party may reasonably request with respect to the matters described herein.

8.17 Counterparts. This Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.

IN WITNESS WHEREOF, the parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

CRANE CO.

By: /s/ R.S. Evans
   -----------------------------------------
Title: Chairman & Chief Executive Officer
      --------------------------------------

HUTTIG BUILDING PRODUCTS, INC.

By: /s/ Barry J. Kulpa
   -----------------------------------------
Title: President and Chief Executive Officer
      --------------------------------------

Exhibit 10.3

HUTTIG BUILDING PRODUCTS, INC.
EVA INCENTIVE COMPENSATION PLAN

1. Purpose.

Huttig Building Products, Inc., a Delaware corporation (the "Company"), has adopted an annual incentive compensation program based on the principles of Economic Value Added ("EVA") throughout the Company. The purpose of the EVA approach is to maximize stockholder value by aligning management's interests with those of stockholders and rewarding management for sustainable and continuous improvement in the business being managed.

The Company has created this EVA Incentive Compensation Plan (the "Plan") for certain executive officers of the Company subject to the limitations of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and designated general managers and regional managers of the Company and its subsidiaries (collectively, the "Participants" and individually, the "Participant"). The Plan is intended to satisfy the specific requirements of
Section 162(m) of the Code, as outlined in regulations issued by the Internal Revenue Service. This Plan shall become effective on December 16, 1999 (the "Effective Date"). This Plan is intended to be, and shall be operated as, a successor to Crane Co.'s EVA Incentive Compensation Plan (the "Prior Plan") with respect to the participation of employees of the Company who were participating in the Prior Plan prior to the Effective Date.

2. Administration.

The Plan will be administered by the Organization and Compensation Committee of the Board of Directors (the "Committee"). The Committee's decisions in the administration of the Plan shall be final and binding on all parties. The Committee shall have the sole discretionary authority to interpret the Plan, to establish and modify administrative rules for the Plan, to designate the employees eligible to participate in the Plan, to establish and adjust any EVA formula or calculation as provided in Sections 3 and 4, to impose such conditions and restrictions on awards under the Plan as it determines appropriate, and to take such steps in connection with the Plan and awards made under the Plan as it may deem necessary or advisable. The Committee may employ attorneys, consultants, accountants or other persons and the Committee and the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All usual and reasonable expenses of the Committee shall be paid by the Company. No Committee member shall receive compensation with respect to his or her services for the Committee except as may be authorized by the Board. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all employees who have received awards, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to this Plan or awards made hereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

3. Definition of EVA and Description of Formulae.

EVA is defined as the difference between the return on total capital invested in the business and the cost of capital, multiplied by total capital employed ("EVA Calculation"). The Plan will be formula driven. The primary EVA formula shall be for the Company as a whole but particular EVA formulas may be tailored by the Committee to the size and unique characteristics of the business unit or units for which a specific executive is responsible. The key elements of the EVA formula applicable to any executive will be the Cost of Capital (generally the cost of capital to the Company), the Return on Capital, the Amount of Capital employed in the business unit, the net operating profit of the unit after tax, and the prior year's EVA. Awards will be calculated on the basis of year-end results.

Formulas may utilize both a percentage of the change in the EVA of the Company or a business unit from the prior year, whether positive or negative, plus a percentage of the positive EVA, if any, in the current year; the EVA award may be calculated for the entire Company or an entire business unit and an executive may receive a percentage of a unit's EVA award. When an executive is responsible for more than one business unit, a formula may be based on a percentage of the aggregate EVA, positive or negative, of the units reporting to the executive or unit. The Committee has the discretion and authority to develop other EVA based formulae or goals for utilization pursuant to this Plan in future years. In any instance in which an executive participates in a unit EVA award in which a group of employees participates, the executive's percentage of the unit's EVA award will be specified.

4. Procedure.

Before the beginning of each fiscal year, the Committee will establish and set forth in writing the EVA formula applicable to each Participant for that year (including the percentage of any business unit EVA award in which he or she may participate). The Committee will retain discretion to revise formulas or a Participant's percentage participation in any unit EVA award if the Committee deems it appropriate as circumstances develop during the year; provided, however, in the case of an executive officer who is subject to the limitations of Section 162(m) of the Code, such revision may only have a negative effect on the amount of such executive officer's award for the year. As soon as is reasonably practicable after the year ends, the Committee will review the EVA calculation, calculate the EVA award for each Participant pursuant to the formula established at the beginning of the year (revised downward if the Committee so determines), and certify the EVA incentive compensation award for each Participant to the Board of Directors; provided, however, that no EVA award with respect to any executive officer who is subject to the limitations of
Section 162(m) of the Code may exceed $2,000,000 for any particular year.

5. Allocations to Participants' Bank Accounts Under the Plan.

a. General. Every year, the EVA award will be credited (if the award is positive) or debited (if the award is negative) to the Participant's account. Each

Participant's account will consist of a cash subaccount and a stock subaccount. Each year's EVA award will be allocated to the Participant's account in accordance with the following provisions of this Section 5.

b. Prior Plan Transfer. If the Participant has an EVA account balance (either positive or negative) under the Prior Plan, such account balance will be transferred to the Plan and become the Participant's initial account balance under the Plan as of the Effective Date.

c. 1999 EVA Award Allocation. As soon as administratively practicable after each Participant's EVA award is determined for the year ending December 31, 1999, each Participant's award will be credited or debited, as the case may be, to the Participant's account. Each Participant who has a positive EVA account balance (consisting of any amount transferred from the Prior Plan under Section 5(b) and the Participant's 1999 EVA award) may elect, on a one-time basis under procedures established by the Committee, to allocate his or her accumulated account balance as follows:

(i) 100% to the cash subaccount; or

(ii) 50% to the cash subaccount and 50% to the stock subaccount.

If a Participant fails to make a valid election for the allocation of his or her EVA account balance, 100% of the Participant's balance will be allocated to the Participant's cash subaccount. If the Participant elects to allocate 50% of his or her EVA account to a stock subaccount, the stock allocated to such account will be subject to the provisions of Section 7.

d. Subsequent Elections and Allocations. At the beginning of each fiscal year commencing with fiscal year 2000, each Participant will be entitled to make an election, on a form provided by the Committee, with respect to the allocation of the EVA award that will be determined under the formula established under Section 3 for that fiscal year. The Participant may elect to allocate his or her EVA award for that year as follows:

(i) 100% to the cash subaccount; or

(ii) 50% to the cash subaccount and 50% to the stock subaccount.

If a Participant fails to make a valid election for the allocation of his or her EVA award for a particular year, 100% of the Participant's EVA award for that year will be allocated to the Participant's cash subaccount. After the EVA award for each Participant is determined, the EVA award will be allocated in accordance with the Participant's applicable election; provided, however, that if the Participant's EVA award for a particular year is negative, the award will be debited to the Participant's cash subaccount only and only in proportion to the Participant's allocation election. In other words, if the

Participant's EVA award is negative and the Participant elected an allocation of 50% of the award to his or her cash subaccount and 50% to his or her stock subaccount, 50% of the negative EVA award will be debited to the Participant's cash subaccount and the remaining 50% will be ignored. If any of a Participant's EVA award is allocated to the Participant's stock subaccount under the Participant's election, the stock allocated to such account will be subject to the provisions of
Section 7.

e. Other Credits and Debits to Participants' Accounts. Each year, the Company will credit interest to a positive cash subaccount balance or debit interest on a negative cash subaccount balance at an appropriate money market rate.

6. Annual Payout.

Each year, as soon as administratively practicable after each Participant's EVA award has been determined and allocated to his or her account under Section 5, each Participant with a positive cash subaccount balance will receive a payout of a specified percentage of his or her cash subaccount, with the standard payout percentage being one-third (1/3) of such balance. The remainder of the account balance will represent the Participant's "equity" in his or her EVA cash subaccount for future years. If EVA awards are or have been negative, a cash subaccount balance may be negative. In such case, the Participant will receive no payout under the Plan until the aggregate of subsequent EVA awards results in a positive cash subaccount balance.

7. Provisions Relating to Stock Subaccounts.

a. Allocation of Stock to the Stock Subaccount. With respect to each amount allocated to a Participant's stock subaccount under
Section 5(c) or Section 5(d), the Participant's stock subaccount will be credited with a number of shares of the Company's common stock equal to the dollar amount of such allocation (i.e., 50% of the Participant's account balance for allocations under Section 5(c) and 50% of the Participant's EVA award for a particular year for allocations under
Section 5(d)) divided by the fair market value of the Company's common stock. For purposes of the Plan, "fair market value" means the average of the high and low trading prices of the Company's common stock on the New York Stock Exchange on the ten (10) consecutive trading days ending on the date of the allocation or the most recent prior date on which the Company's common stock was traded. No fractional shares will be credited to a Participant's stock subaccount; rather, any dollar amount of the Participant's allocation representing a fractional amount of the per share fair market value of the Company's common stock will be credited to the Participant's cash subaccount.

b. Restricted Stock. Shares of Company common stock allocated to a Participant's stock subaccount for a particular year will be issued as restricted stock issued under and generally subject to the provisions of the Company's 1999 Stock Incentive Plan. Pursuant to those provisions, each Participant will be required to enter into a restricted stock agreement with the Company with respect to stock allocated to his or her stock subaccount for a particular year.

c. Vesting of Restricted Stock. The restricted shares of Company common stock issued to a Participant under Section 7(b) will vest over a period of two years as follows:

(i) 50% on the first anniversary of the allocation date; and

(ii) the remaining 50% on the second anniversary of the allocation date.

d. Custody. During the period prior to the full vesting of any common stock allocated to a Participant's stock subaccount, the Company, or its designee, will hold the share certificates representing such common stock in custody for the benefit of the Participant.

e. Effect of Negative EVA Awards. In accordance with the provisions of Section 5(c), negative EVA awards in any year will have no effect on any Participant's stock subaccount or on the shares of restricted stock issued under this Section 7.

8. Treatment of Participants' Accounts Upon Termination of Employment or Other Events.

a. General. If a Participant leaves the Company by reason of termination or resignation or ceases to be eligible to participate in the Plan, his or her account balance will be treated as follows:

EVENT                                DISPOSITION OF ACCOUNT BALANCE/RESTRICTED SHARES
-----                                ------------------------------------------------

- Terminate/quit                     Lose cash subaccount balance; forfeit unvested
                                     restricted shares

- Removed from plan/demotion         Cash subaccount balance paid out in two
                                     equal installments on the second and third
                                     succeeding EVA payout dates; restricted
                                     shares continue to vest

- Unit sold by Huttig                Receive cash subaccount balance in cash; all
                                     restricted shares become fully vested

- Retirement(1)/death/disability       Receive cash subaccount balance in cash; all
                                     restricted shares become fully vested

- Unit spun off                      No payout; cash subaccount balance continued
                                     with spun off company; all restricted shares
                                     become fully vested

- Huttig acquired                    Receive cash subaccount balance in cash; all
                                     restricted shares become fully vested

- Transfer to another business unit  Cash subaccount balance transfers with
                                     executive; restricted shares continue to vest

b. Acceleration of Distribution. The Participant's entire cash subaccount balance will become payable and his or her restricted stock will fully vest upon normal retirement (age 65), death, or disability, or a change-in-control. (The Committee will retain the discretion to pay the entire account balance upon early retirement.).

c. Definition of Change in Control. For purposes of the Plan, the term "change in control" means (i) the first purchase of shares pursuant to a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) for all or part of the Company's Common Stock or any securities convertible into such Common Stock, (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the "beneficial owner" (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of 20% or more of the Company's Common Stock calculated as provided in paragraph (d) of said Rule 13d-3, (iii) the date of approval by stockholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock of the Company immediately prior to the merger would have the same proportion of ownership of Common Stock of the surviving corporation immediately after the merger, (iv) the date of the approval by stockholders of the Company of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company or (v) the adoption of any plan or proposal for the liquidation
(but not a partial liquidation) or dissolution of the Company or (vi) individuals who, as of the Effective Date, constituted the Board of Directors of the Company (the "Board") generally and as of the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board.

d. Tax Gross-Up. If it is determined that any payment of an account by the Company to a Participant by reason of a change-in- control is subject to the excise tax imposed by Section 4999 of the Code, the Company shall make additional cash payments to the Participant such that after payment of all taxes including any excise tax imposed on such payments, the Participant will retain an amount equal to the excise tax on all the payments.

9. Plan Amendment and Termination.

The Board of Directors may modify, suspend or terminate the Plan at any time.

Exhibit 10.4

RESTRICTED STOCK AGREEMENT-
HUTTIG BUILDING PRODUCTS, INC. 1999 STOCK INCENTIVE PLAN

_______________, 2000

The parties to this Restricted Stock Agreement (the "Agreement") are Huttig Building Products, Inc., a Delaware corporation (the "Corporation") and __________, an employee of the Corporation (the "Participant").

Pursuant to the terms of the Huttig Building Products, Inc. EVA Incentive Compensation Plan (the "EVA Plan"), the Participant has elected to allocate 50% of the Participant's account balance under the EVA Plan to restricted Huttig common stock. According to such election and the terms of the EVA Plan, the Corporation, through the Organization and Compensation Committee of its Board of Directors (the "Committee"), has determined to award to the Participant _____ shares of restricted stock subject to the terms of the Huttig Building Products, Inc. 1999 Stock Incentive Plan (the "Plan"), as of the date of this Agreement (the "Grant Date").

As a condition to such award and pursuant to Section 8(a) of the Plan, the Corporation and the Participant hereby enter into this Agreement and agree to the terms and conditions set forth herein.

1. DEFINITIONS.

Capitalized terms in this Agreement not otherwise defined herein shall have the meanings contained in the Plan. For purposes of this Agreement, and for purposes of interpreting the terms of the Plan, the following terms shall have the following meanings:

(a) "Restriction Period" shall mean a period commencing on the Grant Date and ending on ____________, 2002.

(b) "Change-in-Control" shall have the meaning set forth in
Section 8(c) of the EVA Plan.

2. AWARD OF HUTTIG SHARES.

Pursuant to the provisions of the Plan and this Agreement and by the authority of the Committee, the Corporation awards _____ shares (the "Restricted Stock") of Huttig Building Products, Inc. common stock, par value $.01 per share ("Huttig Shares"), to the Participant.

3. RESTRICTIONS AND RIGHTS.

(a) During the Restriction Period, the Restricted Stock is subject to forfeiture in the event that the Participant attempts to sell, transfer, assign or pledge the Restricted Shares (the "Restrictions") or the Participant violates one of the covenants contained in Section 6 of this Agreement. Except as provided under Section 5 of

this Agreement, the Restrictions on the Restricted Stock shall automatically lapse:

(i) upon expiration of the Restriction Period;

(ii) in the event of the Participant's Retirement, Permanent Disability, or death or in the event of a Change-in-Control; provided, however, that in the event the Participant requests early retirement or otherwise leaves the employ of the Corporation, the Committee may, upon the Participant's request and in the Committee's sole discretion, waive or revise this provision to permit the lapse of Restrictions on all or a portion of the Restricted Stock awarded hereunder on or prior to such early retirement or other departure from the employ of the Corporation; or

(iii) with respect to 50% of the Restricted Stock, on the first anniversary of the Grant Date;

(iv) as may be otherwise provided under the terms of the Plan or the EVA Plan.

(b) During the Restriction Period, the Participant will be entitled to all other rights of a shareholder of the Corporation with respect to the Restricted Stock, including the right to vote the Restricted Stock and receive dividends and other distributions thereon.

4. STOCK CERTIFICATE.

Each stock certificate evidencing an award of Restricted Stock shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award substantially in the following form (the "Legend"):

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Huttig Building Products, Inc. 1999 Stock Incentive Plan and an Agreement entered into between the registered owner and Huttig Building Products, Inc. Copies of such Plan and Agreement are on file in the offices of Huttig Building Products, Inc., Lakeview Center, Suite 400, 14500 South Outer Forty Road, Chesterfield, MO 63017."

5. TERMINATION OF EMPLOYMENT.

Except as otherwise provided in Section 8(a) of the EVA Plan, the Participant's termination of employment during the Restriction Period shall result in the forfeiture of all Restricted Stock as to which the Restrictions have not lapsed, and the Participant shall be required to return all applicable stock certificates to the Corporation.

6. COVENANTS.

(a) The Participant agrees to be bound by all terms and provisions of the Plan and the EVA Plan, and all such provisions shall be deemed a part of this Agreement for all purposes.

(b) The Participant agrees to provide the Corporation, when and if requested, with any information or documentation which the Corporation believes necessary or advisable in connection with the administration of the Plan, including data required to assure compliance with the requirements of the Securities and Exchange Commission, of any stock exchange upon which the Huttig Shares are then listed, or of any applicable federal, state or other law.

(c) The Participant agrees, upon due notice and demand, to promptly pay to the Corporation the cash amount of any taxes which are required to be withheld by the Corporation either at the time the Restriction Period lapses or at the time of award (in cases where the Participant duly elects to be taxed at such earlier time); provided, however, the Corporation, in its sole discretion, may accept Restricted Stock awarded hereunder or Huttig Shares otherwise previously acquired in satisfaction thereof.

7. NO COVENANT OF EMPLOYMENT.

Neither the execution and delivery of this Agreement nor the granting of any award evidenced by this Agreement shall constitute, or be evidence of, any agreement or understanding, express or implied, on the part of the Corporation or any of its subsidiaries to employ the Participant for any specific period.

8. ADMINISTRATION AND INTERPRETATION OF PLAN AND AGREEMENT.

In the event of any conflict between the terms of this Agreement and those of the Plan or the EVA Plan, the provisions of the Plan or the EVA Plan, as the case may be, shall prevail.

The Committee shall have full authority and discretion, subject only to the terms of the Plan, to decide all matters relating to the administration or interpretation of the Plan and this Agreement, and all such action by the Committee shall be final, conclusive, and binding upon the Corporation and the Participant. The Committee shall have full authority and discretion to modify at any time the Restriction Period, the Restrictions, the other terms and conditions of this Agreement, the Legend and any other instrument evidencing this award, provided that no such modification shall increase the benefit under such award beyond that which the Committee could have originally granted at the time of the award, or shall impair the rights of the Participant under such award except in accordance with the Plan, or any applicable agreement or applicable law, or with consent of the Participant.

This Restricted Stock Agreement is deemed to be issued in, the award evidenced hereby is deemed to be granted in, and both shall be governed by the laws of, the State of Delaware. There have been no representations to the Participant other than those contained herein.

9. DELIVERY.

All certificates for Restricted Stock delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which Huttig Shares are then listed and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

The stock certificates evidencing the Restricted Stock shall be held in custody by the Corporation or its designee until the Restrictions thereon shall have lapsed and the Committee may require, as a condition of any award, that the Participant shall have delivered a stock power endorsed in blank relating to the Restricted Stock covered by such award.

As soon as administratively practicable following the lapse of the Restrictions with respect to any of the Restricted Stock without a forfeiture, and upon the satisfaction of all other applicable conditions as to the Restricted Stock, including, but not limited to, the payment by the Participant of all applicable withholding taxes, the Corporation shall deliver or cause to be delivered to the Participant a certificate or certificates for the applicable Restricted Stock which shall not bear the Legend required under Section 4 of the Agreement.

10. AMENDMENT.

The terms of this Agreement shall be subject to the terms of the Plan and the EVA Plan as those Plans may be amended from time to time by the Board of Directors of the Corporation unless any such amendment by its terms or by its clear intent is inapplicable to this Agreement.

11. NOTICE.

Any notice to the Corporation provided for in this Agreement shall be in writing and addressed to it in care of the Secretary of the Corporation, and any notice to the Participant shall be in writing and addressed to the Participant at the address contained in payroll records at the time or to such other address designated in writing by the Participant.

IN WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement effective the day and year first above written.

HUTTIG BUILDING PRODUCTS, INC.

By:_________________________________

Title:______________________________

PARTICIPANT

Exhibit 10.6

FORM OF STOCK OPTION AGREEMENT

HUTTIG BUILDING PRODUCTS, INC.
1999 STOCK INCENTIVE PLAN

1. GRANT OF OPTION

Huttig Building Products, Inc. (the "Company") hereby grants to the recipient of the letter of the Chairman and/or Secretary of the Company ("Letter") to which this Annex A is attached ("Employee"), and the Employee accepts, an option (the "Option") to purchase from the Company, the number of shares of Huttig Building Products, Inc. common stock, $.01 par value per share ("Common Stock"), at the option price set forth in the Letter. The Letter and this Annex A together constitute the stock option agreement between the parties (the "Agreement"). Except as otherwise expressly provided herein, the Option is subject to the terms and provisions of the Huttig Building Products, Inc. 1999 Stock Incentive Plan (the "Plan"). The Option is hereby designated as a non-qualified stock option that does not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

2. TERM OF OPTION; EXERCISABILITY

The Option shall be exercisable in whole or in part (in lots of ten shares or any multiple thereof) from time to time beginning from the date hereof, subject to the provision that an Option may not be exercised by the Employee, except as provided in paragraphs 4 and 5 hereof, (a) more than 90 days after the termination of his employment by the Company or a subsidiary, or more than 10 years from the date the Option is granted, whichever period is shorter, or (b) prior to the expiration of one year from the date of grant as indicated in the Letter, and provided further that the Option may not be exercised in excess of 50% of the total shares subject to the Option during the second year after the date of grant, 75% during the third year and 100% thereafter during the remainder of the Option term. Notwithstanding the foregoing, the Option will be exercisable in full prior to the date indicated in the preceding sentence as of the date that the average of the high and low sales prices of the Common Stock over any 10 consecutive trading days equals or exceeds $8.58 PER SHARE.

3. FORM OF EXERCISE

The purchase price of the shares purchased upon the exercise of the Option shall be paid in full at the time of exercise in cash or in whole or in part by tendering (either actually or by attestation) shares of Common Stock; provided, however that if shares acquired pursuant to this Option or any other option granted under a stock compensation plan of the Company are utilized to pay such purchase price, such shares must have been acquired by the Employee more than six months prior to the exercise of this Option (or held for such other period of time as the Organization and Compensation Committee of the Board of Directors of the Company (the

"Committee") may establish). The value of each share delivered in payment of all or part of the purchase price upon the exercise of the Option shall be the Fair Market Value of the Common Stock on the date the Option is exercised. The Option may also be exercised in accordance with a cashless exercise program under which, if so instructed by the Employee, shares of Common Stock may be issued directly to the Employee's broker or dealer upon receipt of an irrevocable written notice of exercise from the Employee. The Committee, upon such terms and conditions as it shall deem appropriate, may (but shall not be obligated to) authorize the acceptance of the surrender of the right to exercise the Option or a portion thereof (but only to the extent and in the amounts that the Option shall then be exercisable) and payment by the Company of an amount equal to the excess of the Fair Market Value on the date of surrender of the shares of Common Stock covered by such Option, or portion thereof, over the aggregate option price of such shares. Such payment shall be made in shares of Common Stock (valued at such Fair Market Value), or in cash, or partly in cash and partly in Common Stock, as the Committee shall determine. For the purposes of this Agreement, the term "Fair Market Value" as of any day shall mean the average of the highest and lowest prices of the Common Stock on the New York Stock Exchange-Composite Transaction Tape on the 10 consecutive trading days ending on such day or, if no sale of such Common Stock has been recorded on such day, on the next preceding date on which a sale was so made.

4. EXERCISE UPON TERMINATION OF EMPLOYMENT

If the Employee's employment with the Company or one of its subsidiaries terminates due to permanent disability (as determined by the Committee) or the Employee's retirement on or after reaching age 65, or after a Change In Control (as defined below), the Employee may exercise this Option, in whole or in part, whether or not previously exercisable, and/or the Committee may authorize the acceptance of the surrender of the right to exercise this Option or any portion thereof as provided in paragraph 3, at any time within 90 days after such termination due to permanent disability or retirement, or termination after a Change In Control, but not after the expiration of the term of this Option.

If the Employee's employment is terminated for any reason other than death, disability or retirement or after a Change In Control, this Option may be exercised in whole or in part, at any time within 90 days after such termination of employment, but only to the extent this Option is vested and exercisable at the date of termination in accordance with Paragraph 2, and in any event, not later than the expiration of the term of this Option.

For purposes of this Agreement, the term "Change In Control" shall mean
(i) the first purchase of shares pursuant to a tender offer or exchange offer (other than a tender offer or exchange offer by the Company) for all or part of the Company's Common Stock or any securities convertible into such Common Stock,
(ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the "beneficial owner" (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 20% or more of the Company's Common Stock calculated as provided in paragraph (d) of said Rule 13d-3, (iii) the date of approval by stockholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving

corporation or pursuant to which shares of Common Stock of the Company would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock of the Company immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger, (iv) the date of the approval by stockholders of the Company of any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company or (vi) the date upon which the individuals who constitute the Board of Directors as of December 16, 1999 (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) shall, for purposes of the Plan, be considered as though such person were a member of the Incumbent Board.

5. DEATH

If the Employee shall die while employed by the Company or a subsidiary or within 90 days of the cessation or termination of such employment due to permanent disability or retirement, or termination after a Change In Control as described in paragraph 4, this Option may be exercised, in whole or in part, whether or not previously exercisable, and/or the Committee may authorize the acceptance of the surrender of the right to exercise such Option or any portion thereof as provided in paragraph 3, by the estate of such Employee (or by a person who shall have acquired the right to exercise such Option by bequest or inheritance), at any time within one year after the death of such Employee, but not after the expiration of the term of the Option.

6. DELIVERY OF STOCK CERTIFICATES

The obligation of the Company to sell and deliver shares of Common Stock under this Option shall be subject to, as deemed necessary or appropriate by counsel for the Company, (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a Registration Statement under the Securities Act of 1933, and (ii) the condition that such shares shall have been duly listed on such stock exchanges as the Common Stock is then listed.

7. ASSIGNMENT AND TRANSFER

The Option shall not be transferable by the Employee otherwise than by will or the laws of descent and distribution, and shall be exercisable, during his lifetime, only by him, except that the Option may be transferable, without payment of consideration, to immediate family members of the Employee or to trusts or partnerships for the benefit of such family members. Except as provided herein, neither this Option nor the rights appurtenant hereto shall be subject to

execution, attachment or similar process. Any attempt by the Employee to assign, pledge, hypothecate or otherwise dispose of this Option or of any right or privilege conferred hereby contrary to the provisions of this Agreement, shall be null and void, and the Company shall have the right, at its option, to declare this Agreement and the rights and privileges hereby conferred immediately terminated.

8. ADJUSTMENT OF OPTION

In the event that there is an increase in the number of issued shares of Common Stock by reason of any stock dividend, stock split, recapitalization or other similar event, the total number of shares subject to purchase under this Option shall be increased and the price per share shall be decreased, in proportion to such increase in issued shares. Conversely, in case the issued shares of Common Stock shall be combined into a smaller number of shares, the total number of shares remaining subject to purchase under this Option shall be decreased and the price per share of such outstanding Options shall be increased, in proportion to such decrease in issued shares. In the event of any merger, consolidation, reorganization or liquidation in part or in whole, the Committee may make such adjustment in the number of shares subject to this Option and the price thereof as the Committee, in its reasonable discretion, deems appropriate. In the event of an exchange of Common Stock, or other securities of the Company convertible into Common Stock, for the stock or securities of another corporation, the Committee may, in the exercise of its sole discretion, equitably substitute such new stock or securities for a portion or all of the shares of Common Stock then subject to this Option.

9. WITHHOLDING TAXES

The Employee shall pay to the Company in cash the amount of any taxes which the Company is required to withhold upon the exercise of this Option, provided that the Company may, in accordance with such rules as the Committee may from time to time adopt, accept shares of Common Stock received in connection with the exercise of this Option being taxed or otherwise previously acquired in satisfaction of such withholding requirements or up to the entire tax liability arising from the exercise of such Option.

10. GENERAL

Except as otherwise expressly set forth in this Agreement, any notice required to be given to the Employee shall be sent to the address of the Employee as the same appears on the records of the Company, or at such other address as the Employee may hereafter designate in writing, and all notices required to be given to the Company shall be addressed to the Secretary of the Company at the address set forth in the Letter. Any such notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States.

The Employee shall not be deemed for any purpose to be a stockholder of the Company in respect of any shares as to which the Option shall not have been exercised as herein provided.

Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of the Employee, with or without cause.

Nothing in this Agreement or otherwise shall obligate the Company to permit the Option to be exercised other than in accordance with the terms hereof or to grant any waivers of the terms of this Agreement, regardless of what actions the Company, the Board of Directors or the Committee may take or waivers the Company, the Board of Directors or the Committee may grant under the terms of or with respect to any options now or hereafter granted to any other person or any other options granted to the Employee.

This Agreement shall be governed by the laws of the State of Delaware applicable to agreements made and performed wholly within the State of Delaware (regardless of the laws that might otherwise govern under applicable conflicts of laws principles).

This Agreement sets forth a complete understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings with respect thereto. Any modification, amendment or waiver to this Agreement will be effective only if it in writing signed by the Company and the Employee. The failure of any party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of that or any other provision of this Agreement.

In the event of any conflict between the terms of this Agreement and the terms of the Plan, as amended from time to time, the terms of such Plan shall be controlling.