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                                                                     EXHIBIT 4.1

                           NCI BUILDING SYSTEMS, INC.
                       2003 LONG-TERM STOCK INCENTIVE PLAN

                       [AS AMENDED THROUGH MARCH 14, 2003]

         1.       PURPOSE. The purposes of the Plan are to attract and retain
for the Company and its Subsidiaries the best available personnel, to provide
additional incentives to Employees, Directors and Consultants, to increase their
interest in the Company's welfare, and to promote the success of the business of
the Company and its Subsidiaries.

         2.       INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted
under this Plan may be (a) Incentive Stock Options, (b) Non-Qualified Stock
Options, (c) Restricted Stock Awards; (d) Stock Appreciation Rights; (e)
Performance Share Awards; and (f) Phantom Stock Awards.

         3.       SHARES SUBJECT TO PLAN. Subject to adjustment pursuant to
Section 12(a) hereof, the total amount of Common Stock with respect to which
Awards may be granted under the Plan shall not exceed 1,500,000. At all times
during the term of the Plan, the Company shall allocate and keep available such
number of shares of Common Stock as will be required to satisfy the requirements
of outstanding Awards under the Plan. The number of shares reserved for issuance
under the Plan shall be reduced only to the extent that shares of Common Stock
are actually issued in connection with the exercise or settlement of an Award.
Any shares of Common Stock covered by an Award (or a portion of an Award) that
is forfeited or canceled or that expires shall be deemed not to have been issued
for purposes of determining the maximum aggregate number of shares of Common
Stock which may be issued under the Plan and shall again be available for Awards
under the Plan. The shares to be delivered under the Plan shall be made
available from authorized but unissued shares of Common Stock or Common Stock
held in the treasury of the Company.

         4.       ELIGIBILITY. Awards other than Incentive Stock Options may be
                  granted to Employees, Officers, Directors, and Consultants.
Incentive Stock Options may be granted only to Employees. The Committee in its
sole discretion shall select the recipients of Awards. A Grantee may be granted
more than one Award under the Plan, and Awards may be granted at any time or
times during the term of the Plan. The grant of an Award to an Employee,
Officer, Director or Consultant shall not be deemed either to entitle that
individual to, or to disqualify that individual from, participation in any other
grant of Awards under the Plan.

         5.       LIMITATION ON INDIVIDUAL AWARDS. Any and all shares available
for Awards under the Plan may be awarded by way of Options, Restricted Stock
Awards or Stock Appreciation Rights (regardless of the form of payment) to any
one person. The maximum Fair Market Value, measured as of the date of the grant
of the Award, of any Awards (other than Options, Restricted Stock Awards and
Stock Appreciation Rights) that may be granted to any one person during any
fiscal year shall be $400,000, plus any consideration paid by that person for
the Award. The preceding sentences shall be applied in a manner which will
permit compensation generated under the Plan, where appropriate, to constitute
"performance-based" compensation for purposes of Section 162(m) of the Code.

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         6.       STOCK OPTIONS.

                  (a)      Grant of Options. An Option is a right to purchase
shares of Common Stock during the option period for a specified exercise price.
The Committee shall determine whether each Option shall be granted as an
Incentive Stock Option or a Non-Qualified Stock Option and the provisions, terms
and conditions of each Option including, but not limited to, the vesting
schedule, the number of shares of Common Stock subject to the Option, the
exercise price of the Option, the period during which the Option may be
exercised, repurchase provisions, forfeiture provisions, methods of payment, and
all other terms and conditions of the Option.

                  (b)      Limitations on Incentive Stock Options. The aggregate
Fair Market Value (determined as of the date of grant of an Option) of Common
Stock which any Employee is first eligible to purchase during any calendar year
by exercise of Incentive Stock Options granted under the Plan and by exercise of
Incentive Stock Options granted under any other incentive stock option plan of
the Company or a Subsidiary shall not exceed $100,000. If the Fair Market Value
of stock with respect to which all Incentive Stock Options described in the
preceding sentence held by any one Optionee are exercisable for the first time
by such Optionee during any calendar year exceeds $100,000, the Options (that
are intended to be Incentive Stock Options on the date of grant thereof) for the
first $100,000 worth of shares of Common Stock to become exercisable in such
year shall be deemed to constitute Incentive Stock Options and the Options (that
are intended to be Incentive Stock Options on the date of grant thereof) for the
shares of Common Stock in the amount in excess of $100,000 that become
exercisable in that calendar year shall be treated as Non-Qualified Stock
Options. If the Code or the Treasury regulations promulgated thereunder are
amended after the effective date of the Plan to provide for a different limit
than the one described in this Section 6(b), such different limit shall be
incorporated herein and shall apply to any Options granted after the effective
date of such amendment.

                  (c)      Acquisitions and Other Transactions. Notwithstanding
the provisions of Section 11(h), in the case of an Option issued or assumed
pursuant to Section 11(h), the exercise price and number of shares for the
Option shall be determined in accordance with the principles of Section 424(a)
of the Code and the Treasury regulations promulgated thereunder.

                  (d)      Payment on Exercise. Payment for the shares of Common
Stock to be purchased upon exercise of an Option may be made in cash (by check)
or, if elected by the Optionee where permitted by law: (i) if a public market
for the Common Stock exists, through a "same day sale" arrangement between the
Optionee and a NASD Dealer whereby the Optionee elects to exercise the Option
and to sell a portion of the shares of Common Stock so purchased to pay for the
exercise price and whereby the NASD Dealer commits upon receipt of such shares
of Common Stock to forward the exercise price directly to the Company; (ii) if a
public market for the Common Stock exists, through a "margin" commitment from
the Optionee and an NASD Dealer whereby the Optionee elects to exercise the
Option and to pledge the shares of Common Stock so purchased to the NASD Dealer
in a margin account as security for a loan from the NASD Dealer in the amount of
the exercise price, and whereby the NASD Dealer commits upon receipt of such
shares of Common Stock to forward the exercise price directly to the Company;
(iii) by surrender for cancellation of Qualifying Shares at the Fair Market
Value per share at the time of exercise (provided that such surrender does not
result in an accounting charge for the Company); or (iv) where approved by the
Committee at the time of exercise, by delivery of the Optionee's promissory note
with such recourse, interest, security, redemption

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and other provisions as the Committee may require, provided that the par value
of each of the shares of Common Stock to be purchased is paid for in cash. No
shares of Common Stock may be issued until full payment of the purchase price
therefor has been made.

         7.       RESTRICTED STOCK AWARDS.

                  (a)      Restricted Stock Awards. A Restricted Stock Award is
a grant of shares of Common stock for such consideration, if any, and subject to
such restrictions on transfer, rights of first refusal, repurchase provisions,
forfeiture provisions and other terms and conditions as are established by the
Committee.

                  (b)      Forfeiture Restrictions. Shares of Common Stock that
are the subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Grantee and to an obligation of the Grantee to forfeit and
surrender the shares to the Company under certain circumstances (the "Forfeiture
Restrictions"). The Forfeiture Restrictions shall be determined by the Committee
in its sole discretion, and the Committee may provide that the Forfeiture
Restrictions shall lapse on the passage of time, the attainment of one or more
performance targets established by the Committee, or the occurrence of such
other event or events determined to be appropriate by the Committee; provided,
however, that (i) for a Restricted Stock Award based on the passage of time, the
Forfeiture Restrictions shall lapse ratably over a minimum period of four years,
and (ii) for a Restricted Stock Award based on performance criteria or any other
event, the Forfeiture Restrictions shall not lapse prior to one year after grant
of the Restricted Stock Award. The Forfeiture Restrictions applicable to a
particular Restricted Stock Award (which may differ from any other such
Restricted Stock Award) shall be stated in the Restricted Stock Agreement.

                  (c)      Rights as Stockholder. Shares of Common Stock awarded
pursuant to a Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Grantee of such Restricted Stock Award. The
Grantee shall have the right to receive dividends with respect to the shares of
Common Stock subject to a Restricted Stock Award, to vote the shares of Common
Stock subject thereto and to enjoy all other stockholder rights with respect to
the shares of Common Stock subject thereto, except that, unless provided
otherwise in this Plan, or in the Restricted Stock Agreement, (i) the Grantee
shall not be entitled to delivery of the shares of Common Stock except as the
Forfeiture Restrictions expire, (ii) the Company or an escrow agent shall retain
custody of the shares of Common Stock until the Forfeiture Restrictions expire,
(iii) the Grantee may not sell, transfer, pledge, exchange, hypothecate or
otherwise dispose of the shares of Common Stock until the Forfeiture
Restrictions expire.

                  (d)      Stock Certificate Delivery. One or more stock
certificates representing shares of Common Stock, free of Forfeiture
Restrictions, shall be delivered to the Grantee promptly after, and only after,
the Forfeiture Restrictions have expired. The Grantee, by his or her acceptance
of the Restricted Stock Award, irrevocably grants to the Company a power of
attorney to transfer any shares so forfeited to the Company, agrees to execute
any documents requested by the Company in connection with such forfeiture and
transfer, and agrees that such provisions regarding transfers of forfeited
shares shall be specifically performable by the Company in a court of equity or
law.

                  (e)      Payment for Restricted Stock. The Committee shall
determine the amount and form of any payment for shares of Common Stock received
pursuant to a Restricted Stock Award. In the absence of such a determination,
the Grantee shall not be

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required to make any payment for shares of Common Stock received pursuant to a
Restricted Stock Award, except to the extent otherwise required by law.

                  (f)      Forfeiture of Restricted Stock. Unless otherwise
provided in a Restricted Stock Agreement, on termination of the Grantee's
employment or service prior to lapse of the Forfeiture Restrictions, the shares
of Common Stock which are still subject to the Restricted Stock Award shall be
forfeited by the Grantee. Upon any forfeiture, all rights of the Grantee with
respect to the forfeited shares of the Common Stock subject to the Restricted
Stock Award shall cease and terminate, without any further obligation on the
part of the Company except to repay any purchase price per share paid by the
Grantee for the shares forfeited.

                  (g)      Waiver of Forfeiture Restrictions; Committee's
Discretion. With respect to a Restricted Stock Award that has been granted to a
Covered Employee where such Award has been designed to meet the exception for
performance-based compensation under Section 162(m) of the Code, the Committee
may not waive the Forfeiture Restrictions applicable to such Restricted Stock
Award.

         8.       STOCK APPRECIATION RIGHTS.

                  (a)      Stock Appreciation Rights. A Stock Appreciation Right
is a right to receive, upon exercise of the right, shares of Common Stock or
their cash equivalent in an amount equal to the increase in Fair Market Value of
the Common Stock between the grant and exercise dates.

                  (b)      Tandem Rights. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case exercise of
Stock Appreciation Rights will result in the surrender of the right to purchase
the shares under the Option as to which the Stock Appreciation Rights were
exercised. Alternatively, Stock Appreciation Rights may be granted independently
of Options in which case each Award of Stock Appreciation Rights shall be
evidenced by a Stock Appreciation Rights Agreement. With respect to Stock
Appreciation Rights that are subject to Section 16 of the Exchange Act, the
Committee shall retain sole discretion (i) to determine the form in which
payment of the Stock Appreciation Right will be made (i.e., cash, securities or
any combination thereof) or (ii) to approve an election by a Grantee to receive
cash in full or partial settlement of Stock Appreciation Rights. The number of
shares reserved for issuance under the Plan shall be reduced only to the extent
that shares of Common Stock are actually issued in connection with the exercise
or settlement of an Award.

                  (c)      Limitations on Exercise of Stock Appreciation Rights.
A Stock Appreciation Right shall be exercisable in whole or in such installments
and at such times as determined by the Committee.

         9.       PERFORMANCE SHARE AWARDS.

                  (a)      Performance Share Awards. A Performance Share Award
is a right to receive shares of Common Stock or their cash equivalent based on
the attainment of pre-established performance goals and such other conditions,
restrictions and contingencies as the Committee shall determine. Each
Performance Share Award may have a maximum value established by the Committee at
the time of such Award.

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                  (b)      Performance Period. The Committee shall establish,
with respect to and at the time of each Performance Share Award, a performance
period or periods over which the performance applicable to the Performance Share
Award of the Grantee shall be measured; provided, however, that the minimum
performance period shall be for one year after grant of the Performance Share
Award.

                  (c)      Performance Measures. A Performance Share Award may
be awarded to an Employee contingent upon future performance of the Grantee, the
Company or any Subsidiary, division or department thereof by or in which he is
employed or performing services during the performance period or periods,
combinations thereof, or such other provisions as the Committee may determine to
be appropriate. The Committee shall establish the performance measures
applicable to such performance prior to the beginning of any performance period
but subject to such later revisions as the Committee shall deem appropriate to
reflect significant, unforeseen events or changes.

                  (d)      Payment. Following the end of any performance period,
the Grantee of a Performance Share Award shall be entitled to receive payment of
an amount, not exceeding the maximum value of the Performance Share Award, if
any, based on the achievement of the performance measures for such performance
period, as determined by the Committee in its sole discretion.

                  (e)      Termination of Employment. The Committee shall
determine the effect of termination of employment or service during the
performance period on a Grantee's Performance Share Award, which shall be set
forth in the Award Agreement.

         10.      PHANTOM STOCK AWARDS.

                  (a)      Phantom Stock Awards. Phantom Stock Awards are rights
to receive an amount equal to the Fair Market Value of shares of Common Stock or
rights to receive an amount equal to any appreciation or increase in the Fair
Market Value of the Common Stock over a specified period of time, which may vest
over a period of time as established by the Committee, without payment of any
amounts by the Grantee thereof (except to the extent otherwise required by law)
or satisfaction of any performance criteria or objectives. Each Phantom Stock
Award may have a maximum value established by the Committee at the time of such
Award.

                  (b)      Award Period. The Committee shall establish, at the
time of grant of each Phantom Stock Award, a period over which the Award shall
vest with respect to the Grantee.

                  (c)      Payment. Following the end of the determined period
for a Phantom Stock Award, the Grantee of a Phantom Stock Award shall be
entitled to receive payment of an amount, not exceeding the maximum value of the
Phantom Stock Award, if any, based on the then vested value of the Award. Cash
dividend equivalents may be paid during or may be accumulated and paid at the
end of, the determined period with respect to a Phantom Stock Award, as
determined by the Committee.

         11.      GENERAL PROVISIONS REGARDING AWARDS.

                  (a)      Form of Award Agreement. Each Award granted under the
Plan shall be evidenced by a written Award Agreement in such form (which need
not be the same for each

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Grantee) as the Committee from time to time approves but which is not
inconsistent with the Plan, including any provisions that may be necessary to
assure that any Option that is intended to be an Incentive Stock Option will
comply with Section 422 of the Code.

                  (b)      Awards Criteria. In determining the amount and value
of Awards to be granted, the Committee may take into account the responsibility
level, performance, potential, other Awards and such other considerations with
respect to a Grantee as it deems appropriate.

                  (c)      Date of Grant. The date of grant of an Award will be
the date specified by the Committee as the effective date of the grant of an
Award or, if the Committee does not so specify, will be the date on which the
Committee makes the determination to grant such Award.

                  (d)      Stock Price. The exercise price or other measurement
of stock value relative to any Award shall be not less than 100% of the Fair
Market Value of the shares of Common Stock for the date of grant of the Award.
The exercise price of any Incentive Stock Option granted to a Ten Percent
Shareholder shall not be less than 110% of the Fair Market Value of the shares
of Common Stock for the date of grant of the Option.

                  (e)      Period of Award. Awards shall be exercisable or
payable within the time or times or upon the event or events determined by the
Committee and set forth in the Award Agreement. Unless otherwise provided in an
Award Agreement, Awards other than Restricted Stock Awards shall terminate on
(and no longer be exercisable or payable after) the earlier of: (i) ten (10)
years from the date of grant; (ii) for an Incentive Stock Option granted to a
Ten Percent Shareholder, five (5) years from the date of grant of the Option;
(iii) the 30th day after the Grantee is no longer serving in any capacity as an
Employee, Consultant or Director of the Company for a reason other than death of
the Grantee, Disability or retirement at or after the Normal Retirement Age;
(iv) one year after death; or (v) one year (with respect to an Incentive Option)
or five years (with respect to any other Award) after Disability of the Grantee
or after his or her retirement at or after the Normal Retirement Age from any
capacity as an Employee, Consultant or Director of the Company.

                  (f)      Acceleration of Vesting or Lapse of Restrictions. If
the Grantee dies or becomes Disabled while serving as an Employee, Consultant or
Director of the Company or retires at or after Normal Retirement Age, or if
there occurs a Change in Control, then 100% of the benefits dependent upon lapse
of time will become vested, all Forfeiture Restrictions and other forfeiture and
repurchase provisions will lapse and, subject to meeting any performance or
other criteria for such Award, such benefits will be available thereafter for
purchase or payment during the Award term.

                  (g)      Transferability. Awards granted under the Plan, and
any interest therein, shall not be transferable or assignable by the Grantee,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution, and shall be
exercisable or payable during the lifetime of the Grantee only by the Grantee;
provided, that the Grantee may designate persons who or which may exercise or
receive his Awards following his death. Notwithstanding the preceding sentence,
Awards other than Incentive Stock Options may be transferred to such family
members, family member trusts, family limited partnerships and other family
member entities as the Committee, in its sole discretion, may approve prior to
any such transfer. No such transfer will be approved by the Committee if the
Common Stock issuable under such transferred Award would not be eligible to be
registered on Form S-8 promulgated under the Securities Act.

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                  (h)      Acquisitions and Other Transactions. The Committee
may, from time to time, approve the assumption of outstanding awards granted by
another entity, whether in connection with an acquisition of such other entity
or otherwise, by either (i) granting an Award under the Plan in replacement of
or in substitution for the awards assumed by the Company, or (ii) treating the
assumed award as if it had been granted under the Plan if the terms of such
assumed award could be applied to an Award granted under the Plan. Such
assumption shall be permissible if the holder of the assumed award would have
been eligible to be granted an Award hereunder if the other entity had applied
the rules of this Plan to such grant.

                  (i)      Payment. Payment of an Award (i) may be made in cash,
Common Stock or a combination thereof, as determined by the Committee in its
sole discretion, (ii) shall be made in a lump sum or in installments as
prescribed by the Committee in its sole discretion and (iii) to the extent
applicable, shall be based on the Fair Market Value of the Common Stock for the
payment or exercise date. The Committee may permit or require the deferral of
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest, dividend
equivalents or other forms of investment return.

                  (j)      Notice. If an Award involves an exercise, it may be
exercised only by delivery to the Company of a written exercise notice approved
by the Committee, stating the number of shares of Common Stock being exercised,
the method of payment, and such other matters as may be deemed appropriate by
the Company in connection with the issuance of shares upon exercise, together
with payment in full of any exercise price for any shares being purchased.

                  (k)      Withholding Taxes. The Committee may establish such
rules and procedures as it considers desirable in order to satisfy any
obligation of the Company to withhold the statutory prescribed minimum amount of
federal or state income taxes or other taxes with respect to any Award granted
under the Plan. Prior to issuance of any shares of Common Stock, the Grantee
shall pay or make adequate provision acceptable to the Committee for the
satisfaction of the statutory minimum prescribed amount of any federal or state
income or other tax withholding obligations of the Company, if applicable. Upon
exercise or payment of an Award, the Company shall withhold or collect from the
Grantee an amount sufficient to satisfy such tax withholding obligations.

                  (l)      Limitations on Exercise. The obligation of the
Company to issue any shares of Common Stock or otherwise make payments hereunder
shall be subject to the condition that any exercise and the issuance and
delivery of such shares and other actions pursuant thereto comply with the
Securities Act, all applicable state securities and other laws and the
requirements of any stock exchange or national market system upon which the
shares of Common Stock may then be listed or quoted, as in effect on the date of
exercise. The Company shall be under no obligation to register the shares of
Common Stock with the Securities and Exchange Commission or to effect compliance
with the registration, qualification or listing requirements of any state
securities laws or stock exchange or national market system, and the Company
shall have no liability for any inability or failure to do so.

                  (m)      Privileges of Stock Ownership. Except as provided in
the Plan with respect to Restricted Stock Awards, no Grantee will have any of
the rights of a shareholder with respect to any shares of Common Stock subject
to an Award until such Award is properly exercised and the purchased or awarded
shares are issued and delivered to the Grantee, as evidenced by an appropriate
entry on the books of the Company or of a duly authorized transfer

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agent of the Company. No adjustment shall be made for dividends or distributions
or other rights for which the record date is prior to such date of issuance and
delivery, except as provided in the Plan.

                  (n)      Breach; Additional Terms. A breach of the terms and
conditions of this Plan or established by the Committee pursuant to the Award
Agreement shall cause a forfeiture of the Award. At the time of such Award, the
Committee may, in its sole discretion, prescribe additional terms, conditions or
restrictions relating to the Award, including provisions pertaining to the
termination of the Grantee's employment (by retirement, Disability, death or
otherwise) prior to expiration of the Forfeiture Restrictions or other vesting
provisions. Such additional terms, conditions or restrictions shall also be set
forth in an Award Agreement made in connection with the Award.

                  (o)      Performance-Based Compensation. The Committee may
designate any Award as "qualified performance-based compensation" for purposes
of Section 162(m) of the Code. Any Awards designated as "qualified
performance-based compensation" shall be conditioned on the achievement of any
one or more Performance Criteria, and the measurement may be stated in absolute
terms or relative to individual performances, comparable companies, peer or
industry groups or other standard indexes, and in terms of company-wide
objectives or in terms of absolute or comparative objectives that relate to the
performance of divisions, affiliates, departments or functions within the
company or an affiliate. Notwithstanding any other provision of the Plan, the
Committee may grant an Award that is not contingent on performance goals or is
contingent on performance goals other than the Performance Criteria, so long as
the Committee has determined that such Award is not intended to satisfy the
requirements for "qualified performance-based compensation" within the meaning
of Section 162(m) of the Code.

         12.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION AND CORPORATE
                  EVENTS.

                  (a)      Capital Adjustments. The number of shares of Common
Stock (i) covered by each outstanding Award granted under the Plan, the
exercise, target or purchase price of such outstanding Award, and any other
terms of the Award that the Committee determines requires adjustment and (ii)
available for issuance under Section 3 shall be adjusted to reflect, as deemed
appropriate by the Committee, any increase or decrease in the number of shares
of Common Stock resulting from a stock dividend, stock split, reverse stock
split, combination, reclassification or similar change in the capital structure
of the Company without receipt of consideration, subject to any required action
by the Board or the shareholders of the Company and compliance with applicable
securities laws; provided, however, that a fractional share will not be issued
upon exercise of any Award, and either (i) any fraction of a share of Common
Stock that would have resulted will be cashed out at Fair Market Value or (ii)
the number of shares of Common Stock issuable under the Award will be rounded up
to the nearest whole number, as determined by the Committee.

                  (b)      Change in Control. Unless specifically provided
otherwise with respect to Change in Control events in an individual Award or
Award Agreement or in a then-effective written employment agreement between the
Grantee and the Company or a Subsidiary, if, during the effectiveness of the
Plan, a Change in Control occurs, (i) each Award which is at the time
outstanding under the Plan shall automatically become fully vested and
exercisable or payable, as appropriate, and be released from any repurchase or
forfeiture provisions, for all of the shares of Common Stock at the time
represented by such Award, (ii) the Forfeiture

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Restrictions applicable to all outstanding Restricted Stock Awards shall lapse
and shares of Common Stock subject to such Restricted Stock Awards shall be
released from escrow, if applicable, and delivered to the Grantees of the Awards
free of any Forfeiture Restriction, and (iii) all other Awards shall become
fully vested and payment thereof shall be accelerated using, if applicable, the
then-current Fair Market Value to measure any payment that is based on the value
of the Common Stock or using such higher amount as the Committee may determine
to be more reflective of the actual value of such stock.

         13.      STOCKHOLDER APPROVAL. The Company shall obtain the approval of
the Plan by the Company's stockholders at the next annual meeting following its
adoption by the Board, and no Awards shall be made hereunder unless and until
such approval is obtained.

         14.      ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee shall interpret the Plan and any Awards granted
pursuant to the Plan and shall prescribe such rules and regulations in
connection with the operation of the Plan as it determines to be advisable for
the administration of the Plan. The Committee may rescind and amend its rules
and regulations from time to time. The interpretation by the Committee of any of
the provisions of this Plan or any Award granted under this Plan shall be final
and binding upon the Company and all persons having an interest in any Award or
any shares of Common Stock or other payments received pursuant to an Award.

         15.      EFFECT OF PLAN. Neither the adoption of the Plan nor any
action of the Board or the Committee shall be deemed to give any Employee,
Director or Consultant any right to be granted an Award or any other rights
except as may be evidenced by the Award Agreement, or any amendment thereto,
duly authorized by the Committee and executed on behalf of the Company, and then
only to the extent and on the terms and conditions expressly set forth therein.
The existence of the Plan and the Awards granted hereunder shall not affect in
any way the right of the Board, the Committee or the stockholders of the Company
to make or authorize any adjustment, recapitalization, reorganization or other
change in the Company's capital structure or its business, any merger or
consolidation or other transaction involving the Company, any issue of bonds,
debentures, or shares of preferred stock ranking prior to or affecting the
Common Stock or the rights thereof, the dissolution or liquidation of the
Company or any sale or transfer of all or any part of the Company's assets or
business, or any other corporate act or proceeding by or for the Company.
Nothing contained in the Plan or in any Award Agreement or in other related
documents shall confer upon any Employee, Director or Consultant any right with
respect to such person's service or interfere or affect in any way with the
right of the Company or a Subsidiary to terminate such person's employment or
service at any time, with or without cause.

         16.      NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS. Except as
specifically provided in a retirement or other benefit plan of the Company or a
Subsidiary, Awards shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of the Company or a
Subsidiary, and shall not affect any benefits under any other benefit plan of
any kind or any benefit plan subsequently instituted under which the
availability or amount of benefits is related to level of compensation.

         17.      AMENDMENT OR TERMINATION OF PLAN. The Board in its discretion
may, at any time or from time to time after the date of adoption of the Plan,
terminate or amend the Plan in any respect, including amendment of any form of
agreement or instrument to be executed pursuant to the Plan; provided, however,
that the Company shall obtain stockholder approval of

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any amendment of the Plan that changes its terms and provisions in a manner
materially adverse to the Company and, if an amendment of the Plan otherwise
requires shareholder approval to comply with the Code, including Sections 162(m)
and 422 of the Code, or other applicable laws and regulations or the applicable
requirements of any stock exchange or national market system, the Company shall
obtain stockholder approval of any Plan amendment in such manner and to such a
degree as required. No Award may be granted after termination of the Plan. Any
amendment or termination of the Plan shall not adversely affect Awards
previously granted, and such Awards shall otherwise remain in full force and
effect as if the Plan had not been amended or terminated, unless mutually agreed
otherwise in a writing signed by the Grantee and the Company.

         18.      EFFECTIVE DATE AND TERM OF PLAN. The Plan as set forth herein
shall become effective on the Effective Date and shall continue in effect for a
term of ten (10) years thereafter unless sooner terminated by action of the
Board.

         19.      GOVERNING LAW. The Plan shall be construed and interpreted in
accordance with the laws of the State of Texas.

         20.      DEFINITIONS. As used herein, unless the context requires
otherwise, the following terms shall have the meanings indicated below:

                  (a)      "Award" means any right granted under the Plan,
whether granted singly or in combination, to a Grantee pursuant to the terms,
conditions and limitations that the Committee may establish.

                  (b)      "Award Agreement" means a written agreement with a
Grantee with respect to any Award.

                  (c)      "Board" means the Board of Directors of the Company.

                  (d)      "Change in Control" of the Company means the
occurrence of any of the following events: (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20 percent or more of
the combined voting power of the Company's then outstanding securities; (ii) as
a result of, or in connection with, any tender offer or exchange offer, merger,
or other business combination (a "Transaction"), the persons who were directors
of the Company immediately before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any successor to the
Company; (iii) the Company is merged or consolidated with another corporation or
transfers substantially all of its assets to another corporation and as a result
of the merger, consolidation or transfer less than 50 percent of the outstanding
voting securities of the surviving or resulting corporation shall then be owned
in the aggregate by the former stockholders of the Company; or (iv) a tender
offer or exchange offer is made and consummated for the ownership of securities
of the Company representing 30 percent or more of the combined voting power of
the Company's then outstanding voting securities.

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                  (e)      "Code" means the Internal Revenue Code of 1986, as
amended, and any successor statute. Reference in the Plan to any section of the
Code shall be deemed to include any amendments or successor provisions to such
section and any Treasury regulations promulgated under such section.

                  (f)      "Committee" means the committee, (or committees), as
constituted from time to time, of the Board that is appointed by the Board to
administer the Plan; provided, however, that while the Common Stock is publicly
traded, the Committee shall be a committee of the Board consisting solely of two
or more Outside Directors, in accordance with Section 162(m) of the Code, and/or
solely of two or more Non-Employee Directors, in accordance with Rule 16b-3, as
necessary in each case to satisfy such requirements with respect to Awards
granted under the Plan. Within the scope of such authority, the Board or the
Committee may delegate to a committee of one or more members of the Board who
are or are not Non-Employee Directors the authority to grant Awards to eligible
persons who are not then subject to Section 16 of the Exchange Act, and the term
"Committee" as used herein shall also be applicable to such committee. The Board
may assume any or all of the powers and responsibilities prescribed for the
Committee, and to the extent it does so, the term "Committee" as used herein
shall also be applicable to the Board.

                  (g)      "Common Stock" means the Common Stock, $0.01 par
value per share, of the Company or the common stock that the Company may in the
future be authorized to issue in replacement or substitution thereof.

                  (h)      "Company" means NCI Building Systems, Inc., a
Delaware corporation.

                  (i)      "Consultant" means any person who is engaged by the
Company or any Subsidiary to render consulting or advisory services to the
Company or such Subsidiary and who is a "consultant or advisor" within the
meaning of Rule 701 promulgated under the Securities Act or Form S-8 promulgated
under the Securities Act.

                  (j)      "Covered Employee" means the chief executive officer
and the four other most highly compensated officers of the Company for whom
total compensation is required to be reported to stockholders under Regulation
S-K, as determined for purposes of Section 162(m) of the Code.

                  (k)      "Director" means a member of the Board or the board
of directors of a Subsidiary.

                  (l)      "Disability" means the "disability" of a person as
defined in a then effective long-term disability plan maintained by the Company
that covers such person, or if such a plan does not exist at any relevant time,
"Disability" means the permanent and total disability of a person within the
meaning of Section 22(e)(3) of the Code. For purposes of determining the time
during which an Incentive Stock Option may be exercised under the terms of an
Option Agreement, "Disability" means the permanent and total disability of a
person within the meaning of Section 22(e)(3) of the Code. Section 22(e)(3) of
the Code provides that an individual is totally and permanently disabled if he
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.

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                  (m)      "Effective Date" means the date on which the Plan is
approved by the stockholders of the Company.

                  (n)      "Employee" means any person who is employed, within
the meaning of Section 3401 of the Code, by the Company or a Subsidiary. The
provision of compensation by the Company or a Subsidiary to a Director solely
with respect to such individual rendering services in the capacity of a Director
shall not be sufficient to constitute "employment" by the Company or that
Subsidiary.

                  (o)      "Exchange Act" means the Securities Exchange Act of
1934, as amended, and any successor statute. Reference in the Plan to any
section of the Exchange Act shall be deemed to include any amendments or
successor provisions to such section and any rules and regulations relating to
such section.

                  (p)      "Fair Market Value" means, as of any date, the value
of the Common Stock determined as follows:

                           (i)      If the Common Stock is listed on any
         established stock exchange or traded on the Nasdaq National Market or
         the Nasdaq SmallCap Market, the Fair Market Value of a share of Common
         Stock shall be the closing sales price for such a share of Common Stock
         (or the closing bid, if no sales were reported) as quoted on such
         exchange or market (or the exchange or market with the greatest volume
         of trading in the Common Stock) on the last market trading day prior to
         the day of determination, as reported in The Wall Street Journal or
         such other source as the Committee deems reliable.

                           (ii)     In the absence of any such established
         markets for the Common Stock, the Fair Market Value shall be determined
         in good faith by the Committee.

                  (q)      "Grantee" means an Employee, Director or Consultant
to whom an Award has been granted under the Plan.

                  (r)      "Incentive Stock Option" means an Option granted to
an Employee under the Plan that meets the requirements of Section 422 of the
Code.

                  (s)      "NASD Dealer" means a broker-dealer that is a member
of the National Association of Securities Dealers, Inc.

                  (t)      "Non-Employee Director" means a Director of the
Company who either (i) is not an Employee or Officer, does not receive
compensation (directly or indirectly) from the Company or a Subsidiary in any
capacity other than as a Director (except for an amount as to which disclosure
would not be required under Item 404(a) of Regulation S-K), does not possess an
interest in any other transaction as to which disclosure would be required under
Item 404(a) of Regulation S-K and is not engaged in a business relationship as
to which disclosure would be required under Item 404(b) of Regulation S-K or
(ii) is otherwise considered a "non-employee director" for purposes of Rule
16b-3.

                  (u)      "Non-Qualified Stock Option" means an Option granted
under the Plan that is not intended to be an Incentive Stock Option.

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                  (v)      "Normal Retirement Age" means the age established by
the Board from time to time as the normal age for retirement of a Director or
Employee, as applicable. In the absence of a determination by the Board with
respect to any class of Grantee, the Normal Retirement Age shall be deemed to be
65 years of age.

                  (w)      "Officer" means a person who is an "officer" of the
Company or any Subsidiary within the meaning of Section 16 of the Exchange Act
(whether or not the Company is subject to the requirements of the Exchange Act).

                  (x)      "Option" means an award granted under Section 6 of
the Plan.

                  (y)      "Option Agreement" means a written agreement with a
Grantee with respect to the Award of an Option.

                  (z)      "Optionee" means an individual to whom an Option has
been granted under the Plan.

                  (aa)     "Outside Director" means a Director of the Company
who either (i) is not a current employee of the Company or an "Subsidiary
corporation" (within the meaning of the Treasury regulations promulgated under
Section 162(m) of the Code), is not a former employee of the Company or an
"Subsidiary corporation" receiving compensation for prior services (other than
benefits under a tax qualified pension plan), has not been an officer of the
Company or an "Subsidiary corporation" at any time and is not currently
receiving (within the meaning of the Treasury regulations promulgated under
Section 162(m) of the Code) direct or indirect remuneration from the Company or
an "Subsidiary corporation" for services in any capacity other than as a
Director, or (ii) is otherwise considered an "outside director" for purposes of
Section 162(m) of the Code.

                  (bb)     "Performance Criteria" means (1) earnings; (2)
earnings per share; (3) EBITDA (earnings before interest, taxes, depreciation
and amortization); (4) EBIT (earnings before interest and taxes); (5) economic
profit; (6) cash flow; (7) revenue; (8) revenue growth; (9) net profit before
tax; (10) gross profit; (11) operating income or profit; (12) return on equity;
(13) return on assets; (14) return on capital; (15) changes in working capital;
(16) stockholder return; (17) cost reduction; (18) customer satisfaction or
growth; or (19) employee satisfaction; and any other performance objective
approved by the stockholders of the Company in accordance with Section 162(m) of
the Code.

                  (cc)     "Performance Share Award" means an Award granted
under Section 9 of the Plan.

                  (dd)     "Phantom Stock Award" means an Award granted under
Section 10 of the Plan.

                  (ee)     "Plan" means this NCI Building Systems, Inc. 2003
Long-Term Stock Incentive Plan, as set forth herein and as it may be amended
from time to time.

                  (ff)     "Qualifying Shares" means shares of Common Stock
which either (i) have been owned by the Grantee for more than six (6) months and
have been "paid for" within the meaning of Rule 144 promulgated under the
Securities Act, or (ii) were obtained by the Grantee in the public market.

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                  (gg)     "Regulation S-K" means Regulation S-K promulgated
under the Securities Act, as it may be amended from time to time, and any
successor to Regulation S-K. Reference in the Plan to any item of Regulation S-K
shall be deemed to include any amendments or successor provisions to such item.

                  (hh)     "Restricted Stock Agreement" means a written
agreement with a Grantee with respect to a Restricted Stock Award.

                  (ii)     "Restricted Stock Award" means an Award granted under
Section 7 of the Plan.

                  (jj)     "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, as it may be amended from time to time, and any successor to Rule
16b-3.

                  (kk)     "Section" means a section of the Plan unless
otherwise stated or the context otherwise requires.

                  (ll)     "Securities Act" means the Securities Act of 1933, as
amended, and any successor statute. Reference in the Plan to any section of the
Securities Act shall be deemed to include any amendments or successor provisions
to such section and any rules and regulations relating to such section.

                  (mm)     "Spread" means an amount equal to the excess, if any,
of the Fair Market Value of a share of Common Stock for the date of exercise of
a Stock Appreciation Right, over the exercise price of such right.

                  (nn)     "Stock Appreciation Right" means an Award granted
under Section 8 of the Plan.

                  (oo)     "Stock Appreciation Rights Agreement" means a written
agreement with a Grantee with respect to an Award of Stock Appreciation Rights.

                  (pp)     "Subsidiary" means (i) for purposes of Awards other
than Incentive Stock Options, any corporation, partnership or other entity of
which a majority of the voting equity securities or equity interest is owned,
directly or indirectly, by the Company, and (ii) with respect to an Option that
is intended to be an Incentive Stock Option, any "subsidiary corporation" of the
Company as defined in Section 424(f) of the Code, any other entity that is taxed
as a corporation under Section 7701(a)(3) of the Code and is a member of the
"Subsidiary group" as defined in Section 1504(a) of the Code of which the
Company is the common parent, and any other entity that may be permitted from
time to time by the Code or by the Internal Revenue Service to be an employer of
Employees to whom Incentive Stock Options may be granted.

                  (qq)     "Ten Percent Shareholder" means a person who owns (or
is deemed to own pursuant to Section 424(d) of the Code) at the time an Option
is granted stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any of its
Subsidiaries.

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