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                                                                    EXHIBIT 10.3

                           NCI BUILDING SYSTEMS, INC.

                                  BONUS PROGRAM

                 [AMENDED AND RESTATED AS OF DECEMBER 11, 1998,
            SEPTEMBER 9, 1999, NOVEMBER 8, 2000 AND DECEMBER 7, 2000]

The Bonus Program (the "Program") is as follows:

         1. Purpose. The purpose of the Program is:

                  (A) To provide exceptional cash rewards earned by exceptional
performance such that the aggregate bonuses paid to all of the Company's
employees in a fiscal year, including those awarded under the Program,
approximate 10% of the pre-tax, pre-bonus profits of the Company for that fiscal
year; and

                  (B) To focus management attention on key objectives of the
Company by basing their bonus on return on assets and growth in earnings per
share.

         2. Administration. The Program will be administered and interpreted by
the Compensation Committee of the Board of Directors of the Company (the
"Committee").

         3. Bonus Performance Standards.

                  (A) Combination of ROA and EPS. Level 1 and Level 2
participants will be eligible for the award of an annual cash bonus equal to a
percentage of their respective base salaries, based upon the Company's
achievement of both a specified return on assets ("ROA") and a specified
increase in earnings per share ("EPS Growth") for the fiscal year.

                           No cash bonuses will be awarded to these participants
if (1) both ROA and EPS Growth are less than 20%, or (2) ROA is less than 10%.

                           Subject to the minimum requirements for ROA and EPS
Growth, Level 2 participants will be eligible for a cash bonus award based upon
the attached grid of ROA and EPS Growth achievement, in which the bonus eligible
for award is the percentage of base salary indicated at each intersecting grid
mark for ROA and EPS Growth (e.g., ROA of 30% and EPS Growth of 20% results in a
50% cash bonus). The maximum bonus for Level 2 participants will be 85% of base
salary.

                           Cash bonus awards for which Level 1 participants are
eligible also will be based on the attached grid of ROA and EPS Growth
achievement, but will be 1.5 times the percentage of base salary indicated for
the Level 2 participants. The maximum bonus for Level 1 participants will be
127.5% of base salary.



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                  (B) ROA Only. Level 3 and Level 4 participants will be
eligible for the award of a cash bonus equal to a percentage of their respective
base salaries, based upon the Company's achievement of a specified ROA for the
fiscal year.

                           No cash bonuses will be awarded to these participants
if ROA is less than 20%.

                           Effective for fiscal year 2001 and thereafter, the
Committee shall place all Level 3 participants in five categories. The minimum
bonuses for Level 3 participants shall range from 15% to 25% of base salary. If
ROA is between 20% and 30%, Level 3 participants will be eligible for a cash
bonus in accordance with the following table, up to a maximum bonus of double
their minimum bonus:

<TABLE>
<CAPTION>
                                                                 Additional Percentage
                                       Minimum                  of Base Salary for each               Maximum
           Category                     Bonus                     1% Increment of ROA                  Bonus
           --------                    -------                  -----------------------               -------
<S>                                    <C>                      <C>                                   <C>
              A                           15%                             1.5%                          30%
              B                         17.5%                            1.75%                          35%
              C                           20%                               2%                          40%
              D                         22.5%                            2.25%                          45%
              E                           25%                             2.5%                          50%
</TABLE>

                           If ROA is 20% or more, Level 4 participants will be
eligible for the award of a cash bonus equal to 12.5% of base salary and an
additional 1.25% of base salary for each 1% increment in ROA over 20%. The
maximum bonus for Level 4 participants will be 25% of base salary.

         4. Participants and Eligibility.

                  (A) Whether or not to award a cash bonus to any particular
participant is within the absolute discretion of the Company and the Committee.
No bonus award to a Level 1, 2 or 3 participant may be paid unless and until and
approved by the Committee, and no bonus award may be paid to a Level 4
participant unless and until the Committee has approved the aggregate employee
bonus pool for that fiscal year.

                  (B) A participant shall not be eligible for and shall not be
entitled to receive a bonus for any fiscal year's performance unless the
participant is employed by the Company or one of its subsidiaries both on the
last day of the fiscal year and on the date of approval by the Committee of the
bonus (if a Level 1, 2 or 3 participant) or the aggregate employee bonus pool
for that year (if a Level 4 participant).



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                  (C) The Committee, in its sole discretion, shall determine the
Level 1, Level 2 and Level 3 participants for any given fiscal year; provided,
however, the Committee and/or the Executive Committee shall determine the
categories into which Level 3 participants will be placed. Designation of a
manager as a participant for any fiscal year is in the absolute discretion of
the Company and the Committee and does not entitle that participant to remain as
a participant in any subsequent year.

                  (D) Addition, removal or movement of participants into, from
or between any of Levels 1, 2 or 3 must be submitted to and approved by the
Committee. The Level 1 managers, with the approval of the Chairman of the Board
and President, shall have discretion to add or remove participants at Level 4
without further action of the Committee, provided the aggregate bonuses paid to
all employees do not exceed the amount of the employee bonus pool for that year
approved by the Committee.

         5. ROA and EPS Calculation. The ROA and EPS for each fiscal year
(including 1998) shall be calculated using the asset and pre-tax income amounts
set forth on the audited annual financial statements of the Company for that
fiscal year and, when appropriate to the calculations, the internally generated
financial statements for each month and quarter of the fiscal year, prepared in
accordance with generally accepted accounting principles, with the following
adjustments:

                  (A) For all fiscal years, the following shall be excluded from
the calculation of assets: (i) cash; (ii) credit balances on accounts
receivable; (iii) deferred income taxes; (iv) deferred financing costs; and (v)
goodwill resulting from the acquisition of Amatek Holdings, Inc. and its
subsidiaries, including Metal Building Components, Inc. ("MBCI Goodwill").

                  (B) For all fiscal years, interest expense shall be added back
to pre-tax income and income from investment of cash, if any, shall be deducted.

                  (C) For fiscal years 1998 and 1999 only, amortization and
depreciation of the MBCI Goodwill and of the investment in Midwest Metal
Coatings, LLC shall be added back to pre-tax income and the income or loss of
Midwest Metal Coatings, LLC shall be excluded.

                  (D) For fiscal 2000 and all fiscal years thereafter, the
following shall be excluded from the calculation of assets: (i) the Company's
investment in its corporate headquarters facility (the "Headquarters"); and (ii)
the Company's investment in the 50% ownership interest in DOUBLECOTE, L.L.C.
("DOUBLECOTE") acquired from Consolidated Systems, Inc.

                  (E) For fiscal 2000 and all fiscal years thereafter, the
following shall be excluded from the operating income used to calculate ROA: (i)
any rentals or other revenue received with respect to the Headquarters; and (ii)
the following operating income of



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DOUBLECOTE (the forecasted additional income presented to the Board of Directors
in connection with its approval of the purchase of the 50% interest):

<TABLE>
<S>                                 <C>              <C>
                           FY 2000  $2,085,416       (7/12ths of total for FY 2000)
                           FY 2001  $3,958,000
                           FY 2002  $4,358,000
                           FY 2003  $4,729,000
                           FY 2004  $5,076,000
                           FY 2005  $5,076,000
                           FY 2006  $5,076,000
                           FY 2007  $5,076,000
                           FY 2008  $5,076,000
                           FY 2009  $5,076,000
</TABLE>

(If actual income for DOUBLECOTE exceeds or falls short of the amount forecasted
for each period, it will increase or decrease the amount determined each year
for employee bonuses.)

If the Company conducts a public offering of equity securities, the Committee
will evaluate and determine at that time whether any adjustments should be made
to the calculation of EPS Growth.

         6. Interpretation. The Committee shall interpret the Program and shall
prescribe such rules and regulations in connection with the operation of the
Program as it determines to be advisable. The Committee may rescind and amend
its rules, regulations and interpretations.

         7. Amendment or Termination. The Program may be terminated at any time
or amended from time to time by the Committee without the consent or approval of
the participants in the Program.

         8. Effect of Program. Neither the adoption of the Program nor any
action of the Committee, including action taken at any time to terminate or
amend the Program, shall be deemed to give any officer, manager, employee,
participant or other person any right to receive a bonus or any other rights,
whether as a third party beneficiary or otherwise.



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