HUTTIG BUILDING PRODUCTS, INC.

                           CHANGE OF CONTROL AGREEMENT



     AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware

corporation (the "Company"), and ______________ (the "Employee"), dated

November 19, 2002.



     The Board of Directors of the Company (the "Board"), on the advice of its

Organization and Compensation Committee, has determined that it is in the best

interests of the Company and its stockholders to assure that the Company will

have the continued dedication of the Employee as ____________________________ of

the Company, notwithstanding the possibility, threat, or occurrence of a Change

of Control (as defined below) of the Company. The Board believes it is

imperative to diminish the inevitable distraction of the Employee by virtue of

the personal uncertainties and risks created by a pending or threatened Change

of Control, to encourage the Employee's full attention and dedication to the

Company currently and in the event of any threatened or pending Change of

Control, and to provide the Employee with compensation arrangements upon a

Change of Control which provide the Employee with individual financial security

and which are competitive with those of other corporations and, in order to

accomplish these objectives, the Board has caused the Company to enter into this

Agreement. This Agreement shall generally become effective on the Effective

Date, provided that the covenants contained in Section 10 of this Agreement

shall be effective immediately upon execution of this Agreement.



NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Certain Definitions.



         (a) The "Effective Date" shall be the first date during the "Change of

Control Period" (as defined in Section 1(b)) on which a Change of Control

occurs. Anything in this Agreement to the contrary notwithstanding, if the

Employee's employment with the Company is terminated prior to the date on which

a Change of Control occurs, and it is reasonably demonstrated that such

termination (1) was at the request of a third party who has taken steps

reasonably calculated to effect a Change of Control or (2) otherwise arose in

connection with or anticipation of a Change of Control, then for all purposes of

this Agreement the "Effective Date" shall mean the date immediately prior to the

date of such termination.



         (b) The "Change of Control Period" is the period commencing on the date

hereof and ending on the earlier to occur of (i) the third anniversary of such

date or (ii) the first day of the month next following the Employee's normal

retirement date ("Normal Retirement Date") under the Huttig Building Products,

Inc. Savings & Investment Plan, or any successor retirement plan (the

"Retirement Plan"); provided, however, that commencing on the date one year

after the date hereof, and on each annual anniversary of such date (such date

and each annual anniversary thereof is hereinafter referred to as the "Renewal

Date"), the Change of Control Period shall be automatically extended so as to

terminate on the earlier of (x) three years from such Renewal Date or (y) the

first day of the month coinciding with or next following the Employee's Normal

Retirement Date, unless at least 60 days prior to the Renewal Date the Company

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