THE CRANE FUND
000 XXXXX XXXXXXXX XXXXX
XXXXXXXX, XX 00000
(000) 000-0000
October 19, 1999
The Rugby Group PLC
Crown House
Rugby
CV212DT
England
Re: Huttig Board Representation
Gentlemen:
Reference is made to the Share Exchange Agreement of even date herewith
among you, Crane and Huttig (the "Exchange Agreement") and the Registration
Rights Agreement between you and Huttig to be entered into pursuant to the
Exchange Agreement (the "Registration Rights Agreement"). Capitalized terms used
but not defined in this letter shall have the meanings ascribed thereto in the
Registration Rights Agreement.
We acknowledge that our delivery of this letter is a material inducement to
your entering into the Exchange Agreement. By executing this letter, we
acknowledge that the nine member Board of Directors of Huttig that will exist on
the date of the closing of the transactions contemplated by the Exchange
Agreement will include three members designated by you, and that it is intended
that during such time as the Registrable Securities Beneficially Owned by you
and your Affiliates constitute at least 30%, 20% or 10%, respectively, of the
then outstanding common stock of Huttig, you shall be entitled to designate for
nomination by the Board of Directors of Huttig three, two and one director(s),
repsectively, and to designate a successor in the case of any vacancy resulting
from the death, resignation or removal of any such designee prior to the
expiration of his or her term.
During the Standstill Period, the Crane Fund shall (i) vote, at any annual
or special meeting of the stockholders of Huttig, all shares of common stock of
Huttig (and any other securities issued by Huttig that have the right to vote in
the election of directors of Huttig) owned by it for the nominees designated by
you as provided above and (ii) be present, in person or by proxy, at all meeting
of stockholders of Huttig so that all voting securities beneficially owned by
the Crane Fund may be counted for the purpose of determining the presence of a
quorum at such meetings.
The undersigned intends to be legally bound hereby.
Sincerely,
THE CRANE FUND
By: /s/ Xxxxxxxx X. xxXxxx
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Trustee
Receipt of this letter is
acknowledged by The Rugby Group PLC.
THE RUGBY GROUP PLC
By: X. X. Xxxxxxx
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Title: Group Finance Director
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Date: Oct. 19, 1999
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