SPLIT-DOLLAR LIFE INSURANCE AGREEMENT
This Agreement is entered into as of the February 1, 1996, by and between NCI Building Systems, Inc., a
Delaware corporation (hereinafter referred to as the "Corporation") and Fred D. Koetting (the "Employee").
WHEREAS, the Employee is a key employee of the Corporation and the Corporation desires to encourage the
Employee to remain an employee of the Corporation; and
WHEREAS, to encourage the Employee to remain an employee of the Corporation, the Corporation desires to
assist the Employee in establishing a life insurance program; and
WHEREAS, the Employee has insured his life under a life insurance policy described herein; and
WHEREAS, the Corporation and the Employee desire to enter into a contractual arrangement to establish their
respective rights with respect to such policy;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as
1. Designation of Policy. The life insurance policy which is the subject of this Agreement is Policy No. 13-716-
906 (the "Policy") issued by The Northwestern Mutual Life Insurance Company (the "Insurer") on the life of the
2. Ownership of Insurance. The Employee shall be the sole owner of the Policy and the Employee may exercise
all the rights of ownership with respect to the Policy, except as otherwise hereinafter provided.
3. Dividends. All dividends declared or distributions made by the Insurer on the Policy shall be applied to
purchase additional paid-up insurance on the life of the Employee.
4. Premium Payments. On or before the due date, the Corporation will pay to the Insurer the full amount of each
premium on the Policy. The aggregate amount of premiums paid by the Corporation on the Policy on or after
April 1, 1996 shall, as of any determination date, be referred to as the "Corporation Premiums".
5. Tax Reporting By Employee. During the term of this Agreement, the Employee shall report as compensation
each year a