NCI BUILDING SYSTEMS, INC.
AMENDED AND RESTATED SUPPLEMENTAL BENEFIT PLAN
[AS AMENDED AND RESTATED ON DECEMBER 12, 2002]
NCI Building Systems, Inc. (the "Company"), hereby establishes the NCI Building Systems, Inc. Supplemental
Benefit Plan for specified employees of the Company upon the terms and conditions below, effective as of
February 1, 1996.
The purpose of this Plan is to provide retirement and survivor benefits to or on behalf of a select group of
management or highly compensated Employees on the terms and conditions set forth herein to reward such
Employees for their loyal service to the Company and to provide an incentive to remain in the employ of the
Company. The Company intends that the Plan shall constitute an unfunded deferred compensation arrangement
for a select group of management or highly compensated employees for purposes of the Internal Revenue Code
of 1986, as amended (the "Code") and of the Employee Retirement Income Security Act of 1974, as amended,
and that any Employee or Beneficiary shall have the status of an unsecured general creditor of the Company in
the event the Company becomes Insolvent as to the Plan and any trust fund that may be established by the
Company, or asset identified specifically by the Company, as a reserve for the discharge of its obligations under
the Plan. Benefits provided under the Plan are in addition to any other benefit plans or programs of the Company.
Participation in the Plan does not limit or otherwise affect an Employee's participation in any other plan sponsored
by the Company.
Unless the context otherwise requires, capitalized terms used herein shall have the meanings set forth below:
2.1 "Administrator" means the Company or such other person or committee as may be appointed from time to
time by the Board to administer the Plan.
2.2 "Beneficiary" means the Beneficiary designated in writing by the Employee to receive benefits due under the
Plan after his or her