<PAGE>

                                                                     EXHIBIT 4.5

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

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

                           RESTRICTED STOCK AGREEMENT

Grantee:                                   _____________________________________

Number of Awarded Shares:                  _____________________________________

Date of Award:                             _____________________________________

Expiration of Restriction Period                       See Section 3

NCI Building Systems, Inc., a Delaware corporation (the "Company"), hereby
grants to the individual whose name appears above ("Grantee"), pursuant to the
provisions of the NCI Building Systems, Inc. 2003 Long-Term Stock Incentive
Plan, as in effect on the date hereof (the "Plan"), a restricted stock award
(this "Award") of shares (the "Awarded Shares") of its common stock, $0.01 par
value per share (the "Common Stock"), effective as of the date of award as set
forth above (the "Grant Date"), upon and subject to the terms and conditions set
forth in this Restricted Stock Agreement (this "Agreement") and in the Plan.
Unless otherwise defined in this Agreement, capitalized terms used in this
Agreement shall have the meanings assigned to them in the Plan. A COPY OF THE
PLAN IN EFFECT AS OF THE DATE HEREOF IS ATTACHED HERETO, THE TERMS AND
CONDITIONS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.

         1.       Effect of The Plan. The Awarded Shares granted to Grantee are
subject to all of the provisions of the Plan and of this Agreement, together
with all rules and determinations from time to time issued by the Committee and
by the Board pursuant to the Plan. The Company hereby reserves the right to
amend, modify, restate, supplement or terminate the Plan without the consent of
Grantee. This Award shall be subject, without further action by the Company or
Grantee, to any amendment, modification, restatement or supplement to the Plan
that is beneficial to, or increases the rights of, Grantee. This Award shall not
be subject to any amendment, modification, restatement or supplement to the Plan
that reduces or adversely affects the rights and benefits available to Grantee
hereunder.

         2.       Grant. This Award shall evidence Grantee's ownership of the
Awarded Shares, and Grantee acknowledges that he or she will not receive a stock
certificate representing the Awarded Shares unless and until the Awarded Shares
vest as provided in this Award. The Awarded Shares will be held in custody for
Grantee, by the Chief Financial Officer of the Company pursuant to joint escrow
instructions between the Grantee and the Company (substantially in the form of
Exhibit A hereto), until the Awarded Shares have vested in accordance with
Section 3 of this Award. Upon vesting of the Awarded Shares, the Company shall
instruct the Chief Financial Officer to deliver to Grantee the Vested Awarded
Shares. Grantee agrees that the Awarded Shares shall be subject to all of the
terms and conditions set forth in this Agreement and the Plan, including, but
not limited to, the forfeiture conditions set forth in Section 4 of this
Agreement and the restrictions on transfer set forth in Section 5 of this
Agreement. By acceptance of this Agreement, the Grantee agrees to cooperate
with, provide

<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

information to, and to participate in such exams and activities as requested by,
the Company, if the Company, in its sole discretion, elects to obtain insurance
or make other financial arrangements to fund or otherwise assure or assist in
the performance and satisfaction of the Company's obligations and liabilities
under this Agreement.

         3.       Vesting Schedule; Service Requirements. Except as provided
otherwise in Section 4 of this Agreement, the Awarded Shares shall vest if
Grantee's service as a Director of the Company ("Continuous Service") is not
terminated during the period commencing with the Grant Date and ending with the
applicable date that such portion of the Awarded Shares vests (each, a "Vesting
Date"). Awarded Shares that have vested pursuant to this Agreement are referred
to herein as "Vested Awarded Shares" and Awarded Shares that have not yet vested
pursuant to this Agreement are referred to herein as "Unvested Awarded Shares."
Subject to the provisions of Section 4 of this Agreement, if Grantee's
Continuous Service is not terminated prior to an applicable Vesting Date, the
Awarded shares shall vest as follows:

                           (i)      twenty-five percent (25%) of the Awarded
         Shares shall vest on the first anniversary of the Grant Date;

                           (ii)     twenty-five-half percent (25%) of the
         Awarded Shares shall vest on the second anniversary of the Grant Date;

                           (iii)    twenty-five percent (25%) of the Awarded
         Shares shall vest on the third anniversary of the Grant Date; and

                           (iv)     the remaining Awarded Shares shall vest on
         the fourth anniversary of the Grant Date.

If an installment of the vesting would result in a fractional Vested Awarded
Share, such installment will be rounded to the next higher or lower Awarded
Share, as determined by the Company, except the final installment, which will be
for the balance of the Awarded Shares.

         4.       Conditions of Forfeiture.

                  (a)      Upon any termination of Grantee's Continuous Service
(the "Termination Date") for any or no reason (other than due to Grantee's
death, his becoming Disabled or his retirement at or after Normal Retirement
Age), including but not limited to Grantee's voluntary resignation or removal by
the Company with or without cause before all of the Awarded Shares become Vested
Awarded Shares, all Unvested Awarded Shares as of the Termination Date shall,
without further action of any kind by the Company or Grantee, be forfeited.
Unvested Awarded Shares that are forfeited shall be deemed to be immediately
transferred to the Company without any payment by the Company or action by
Grantee, and the Company shall have the full right to cancel any evidence of
Grantee's ownership of such forfeited Unvested Awarded Shares and to take any
other action necessary to demonstrate that Grantee no longer owns such forfeited
Unvested Awarded Shares automatically upon such forfeiture. Following such
forfeiture, Grantee shall have no further rights with respect to such forfeited
Unvested Awarded Shares. Grantee, by his acceptance of the Award granted
pursuant to this Agreement, irrevocably grants to the Company a power of
attorney to transfer Unvested Awarded Shares that are forfeited to

                                       2
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

the Company and agrees to execute any documents requested by the Company,
including but not limited to one or more stock assignments separate from the
certificate substantially in the form of Exhibit B hereto, to facilitate such
transfer upon forfeiture. The provisions of this Agreement regarding transfers
of Unvested Awarded Shares that are forfeited shall be specifically performable
by the Company in a court of equity or law.

                  (b)      Notwithstanding anything to the contrary in this
Agreement, the Unvested Awarded Shares shall become vested (i) on the death of
Grantee during Grantee's Continuous Service; (ii) if the Grantee becomes
Disabled during Grantee's Continuous Service; (iii) upon Grantee's cessation of
Continuous Service due to his retirement at or after Normal Retirement Age; or
(iv) in accordance with the provisions of Section 12(b) of the Plan relating to
a Change in Control.

                  (c)      For purposes of this Agreement, Normal Retirement Age
shall be deemed to be 65 years of age.

         5.       Non-Transferability. Grantee may not sell, transfer, pledge,
exchange, hypothecate, or otherwise encumber or dispose of any of the Unvested
Awarded Shares, or any right or interest therein, by operation of law or
otherwise. Any transfer in violation of this Section 5 shall be void and of no
force or effect, and shall result in the immediate forfeiture of all Unvested
Awarded Shares.

         6.       Dividend and Voting Rights. Subject to the restrictions
contained in this Agreement, Grantee shall have the rights of a stockholder with
respect to the Awarded Shares, including the right to vote all such Awarded
Shares, including Unvested Awarded Shares, and to receive all dividends, cash or
stock (other than stock dividends accounted for as a stock split), paid or
delivered thereon, from and after the date hereof. In the event of forfeiture of
Unvested Awarded Shares, Grantee shall have no further rights with respect to
such Unvested Awarded Shares. However, the forfeiture of the Unvested Awarded
Shares pursuant to Section 4 hereof shall not create any obligation to repay
cash dividends or stock dividends (other than stock dividends accounted for as a
stock split) received as to such Unvested Awarded Shares, nor shall such
forfeiture invalidate any votes given by Grantee with respect to such Unvested
Awarded Shares prior to forfeiture.

         7.       Capital Adjustments and Corporate Events. If, from time to
time during the term of this Agreement, there is any capital adjustment
affecting the outstanding Common Stock as a class without the Company's receipt
of consideration (including stock dividends accounted for as a stock split), the
Unvested Shares shall be adjusted in accordance with the provisions of Section
12 of the Plan. Any and all new, substituted or additional securities to which
Grantee may be entitled by reason of Grantee's ownership of the Unvested Awarded
Shares hereunder because of a capital adjustment shall be immediately subject to
the forfeiture provisions of this Agreement and included thereafter as "Unvested
Awarded Shares" for purposes of this Agreement.

         8.       Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Unvested Awarded Shares that have been sold or
otherwise transferred in violation of any of the provisions of this Agreement or
the Plan, or (ii) to treat as owner of such Unvested Awarded Shares, or accord
the right to vote or pay or deliver dividends or other distributions to,

                                       3
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

any purchaser or other transferee to whom or which the Grantee shall have
attempted to transfer such Unvested Awarded Shares.

         9.       Tax Matters. Grantee acknowledges that the tax consequences
associated with the award are complex and that the Company has urged Grantee to
review with Grantee's own tax advisors the federal, state, and local tax
consequences of this Award. Grantee is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents.
Grantee understands that Grantee (and not the Company) shall be responsible for
Grantee's own tax liability that may arise as a result of the Award. Grantee
understands further that Section 83 of the Internal Revenue Code of 1986, as
amended (the "Code"), taxes as ordinary income the fair market value of the
Vested Awarded Shares as of the Vesting Date for those shares. Grantee also
understands that Grantee may elect to be taxed at Grant Date rather than at the
time the Awarded Shares vest by filing an election under Section 83(b) of the
Code with the Internal Revenue Service and by providing a copy of the election
to the Company. GRANTEE ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED OF THE
AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(b) OF THE CODE;
THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (AND A COPY
OF THE ELECTION GIVEN TO THE COMPANY) WITHIN 30 DAYS OF THE GRANT OF AWARDED
SHARES TO GRANTEE; AND THAT GRANTEE IS SOLELY RESPONSIBLE FOR MAKING SUCH
ELECTION.

         10.      Entire Agreement; Governing Law. The Plan and this Agreement
constitute the entire agreement of the Company and Grantee (collectively, the
"Parties") with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Parties with respect to
the subject matter hereof. If there is any inconsistency between the provisions
of this Agreement and of the Plan, the provisions of the Plan shall govern.
Nothing in the Plan and this Agreement (except as expressly provided therein or
herein) is intended to confer any rights or remedies on any person other than
the Parties. The Plan and this Agreement are to be construed in accordance with
and governed by the internal laws of the State of Texas, without giving effect
to any choice-of-law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Texas to the rights
and duties of the Parties. Should any provision of the Plan or this Agreement
relating to the Shares be determined by a court of law to be illegal or
unenforceable, such provision shall be enforced to the fullest extent allowed by
law and the other provisions shall nevertheless remain effective and shall
remain enforceable.

         11.      Interpretive Matters. Whenever required by the context,
pronouns and any variation thereof shall be deemed to refer to the masculine,
feminine, or neuter, and the singular shall include the plural, and vice versa.
The term "include" or "including" does not denote or imply any limitation. The
captions and headings used in this Agreement are inserted for convenience and
shall not be deemed a part of the Restricted Stock Award or this Agreement for
construction or interpretation.

         12.      Dispute Resolution. The provisions of this Section 12 shall be
the exclusive means of resolving disputes of the Parties (including any other
persons claiming any rights or having any obligations through the Company or
Grantee) arising out of or relating to the Plan and this Agreement. The Parties
shall attempt in good faith to resolve any disputes arising out of

                                       4
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

or relating to the Plan and this Agreement by negotiation between individuals
who have authority to settle the controversy. Either Party may commence
negotiations by delivering to the other Party a written statement of the Party's
position and the name and title of the individual who will represent the Party.
Within thirty (30) days of the written notification, the Parties shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, to resolve the dispute. If the dispute has not been resolved by
negotiation within ninety (90) days of the written notification of the dispute,
either Party may file suit and each Party agrees that any suit, action, or
proceeding arising out of or relating to the Plan or this Agreement shall be
brought in the United States District Court for the Southern District of Texas
(or should such court lack jurisdiction to hear such action, suit or proceeding,
in a Texas state court in Harris County, Texas) and that the Parties shall
submit to the jurisdiction of such court. The Parties irrevocably waive, to the
fullest extent permitted by law, any objection a Party may have to the laying of
venue for any such suit, action or proceeding brought in such court. THE PARTIES
ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 12
shall for any reason be held invalid or unenforceable, it is the specific intent
of the Parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.

         13.      Nature of Payments. Any and all grants or deliveries of
Awarded Shares hereunder shall constitute special incentive payments to Grantee
and shall not be taken into account in computing the amount of salary or
compensation of Grantee for the purpose of determining any retirement, death or
other benefits under (a) any retirement, bonus, life insurance or other employee
benefit plan of the Company, or (b) any agreement between the Company and
Grantee, except as such plan or agreement shall otherwise expressly provide.

         14.      Payment of Par Value. The Company's obligation to deliver
Awarded Shares to Grantee upon the vesting of such shares shall be subject to
the payment in full of the requisite par value per share of the Awarded Shares
prior to such issuance (collectively, the "Par Value"). If the Company has not
received from Grantee cash, a check or other available funds for the full amount
of the Par Value by 5:00 P.M. Central Standard Time within five (5) days after
the Grant Date, or Grantee has not made by that date such other provision for
the payment of the Par Value in form satisfactory to the Committee or Board in
its sole discretion, the Company shall pay the Par Value of the Awarded Shares
on behalf of Grantee and will report the amount of such payment as income to
Grantee for the taxable period of Grantee during which the Awarded Shares are
granted. The Grantee acknowledges and agrees that he shall be responsible for
the payment of any and all federal, state and local taxes on such income if the
Company pays the Par Value on behalf of the Grantee.

         15.      Amendment; Waiver. This Agreement may be amended or modified
only by means of a written document or documents signed by the Company and
Grantee. Any provision for the benefit of the Company contained in this
Agreement may be waived, either generally or in any particular instance, by the
Board or by the Committee. A waiver on one occasion shall not be deemed to be a
waiver of the same or any other breach on a future occasion.

         16.      Notice. Any notice or other communication required or
permitted hereunder shall be given in writing and shall be deemed given,
effective, and received upon prepaid delivery in

                                       5
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

person or by courier or upon the earlier of delivery or the third business day
after deposit in the United States mail if sent by certified mail, with postage
and fees prepaid, addressed to the other Party at the Company's principal
executive office or the address of the Grantee in the records and books of the
Company, or to such other address as such Party may designate in writing from
time to time by notice to the other Party in accordance with this Section 16.

                                    NCI BUILDING SYSTEMS, INC.

                                    By:_________________________________________

                                    Title:______________________________________

GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK
AWARD SHALL VEST AND THE FORFEITURE PROVISIONS SHALL LAPSE, IF AT ALL, ONLY
DURING THE PERIOD OF GRANTEE'S CONTINUOUS SERVICE OR AS OTHERWISE PROVIDED IN
THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RESTRICTED STOCK
AWARD). GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT
OR THE PLAN SHALL CONFER UPON GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR
CONTINUATION OF GRANTEE'S CONTINUOUS SERVICE. Grantee acknowledges receipt of a
copy of the Plan, represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts the Restricted Stock Award subject to all
of the terms and provisions hereof and thereof. Grantee has reviewed this
Agreement and the Plan in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement, and fully understands all
provisions of this Agreement and the Plan. Grantee hereby agrees that all
disputes arising out of or relating to this Agreement and the Plan shall be
resolved in accordance with Section 12 of this Agreement. Grantee further agrees
to notify the Company upon any change in the address for notice indicated in
this Agreement.

DATED: ________________________          SIGNED: _______________________________
                                                 GRANTEE

                                       6
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

                                    EXHIBIT A

                            JOINT ESCROW INSTRUCTIONS

______________, 20___

Chief Financial Officer
NCI Building Systems, Inc.
10943 North Sam Houston Parkway West
Houston, Texas 77064

Dear Sir or Madam:

As Escrow Agent for both NCI Building Systems, Inc., a Delaware corporation (the
"Company"), and the undersigned grantee (the "Grantee") of shares of Common
Stock of the Company (the "Shares") under that certain Restricted Stock
Agreement between the Company and the Grantee (the "Agreement"), you are hereby
authorized and directed to hold the Shares, the stock certificate(s) evidencing
the Shares, and any other property and documents delivered to you pursuant to
the Agreement, in accordance with the following instructions:

         1.       In the event the Shares are forfeited to the Company pursuant
to the Agreement, the Company shall give the Grantee and you a written notice of
such forfeiture and the number of the Shares to be forfeited thereunder (the
"Notice"). The Grantee and the Company hereby irrevocably authorize and direct
you to complete the transaction described in the Notice in accordance with the
terms of the Notice. To complete the transaction described in the Notice at the
closing, you are directed (a) to complete, as appropriate, the stock
assignment(s) necessary for the transfer of forfeited Shares to the Company as
described in the Notice, and (b) to deliver same, together with the
certificate(s) evidencing the forfeited Shares to be transferred, to the
Company.

         2.       The Grantee irrevocably authorizes the Company to deposit with
you any certificates evidencing the Shares to be held by you hereunder and any
additions and substitutions to said Shares as described in the Agreement. The
Grantee does hereby irrevocably constitute and appoint you as the Grantee's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such Shares all documents necessary or appropriate to make such Shares
negotiable and to complete any transaction herein contemplated. Subject to the
provisions of this paragraph 2, the Grantee shall exercise all rights and
privileges of a shareholder of the Company with respect to the Shares while the
Shares are held by you.

         3.       Upon written request to you and to the Company by the Grantee
following the lapse of the forfeiture provisions described in the Agreement, you
shall deliver to the Grantee a stock certificate or stock certificates
representing those Shares as to which the forfeiture provisions have lapsed.

                                      A - 1
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

         4.       If, at the time of termination of this escrow (upon the lapse
of forfeiture provisions regarding all of the Shares and other property in your
possession in accordance with the Agreement), you should have in your possession
any documents, securities, or other property belonging to the Grantee, you shall
deliver all of the same to the Grantee and shall be discharged of all further
obligations hereunder.

         5.       Your duties hereunder may be altered, amended, modified or
revoked only by a writing signed by all of the parties hereto.

         6.       You shall be obligated only for the performance of such duties
as are specifically set forth herein and may rely, and you shall be protected in
relying or refraining from acting on any instrument reasonably believed by you
to be genuine and to have been signed or presented by the proper party or
parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for the Grantee while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.

         7.       You are hereby expressly authorized to disregard any and all
warnings given by any of the parties hereto or by any other person or entity,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments, or decrees of any court.
In case you obey or comply with any such order, judgment, or decree, you shall
not be liable to any of the parties hereto or to any other person or entity by
reason of such compliance, notwithstanding any such order, judgment, or decree
being subsequently reversed, modified, annulled, set aside, vacated, or found to
have been entered without jurisdiction.

         8.       You shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering, or
purporting to execute or deliver, the Agreement or any documents or papers
deposited or called for hereunder.

         9.       You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your
obligations hereunder, may rely upon the advice of such counsel, and may pay
such counsel reasonable compensation therefor, for which you will be reimbursed
by the Company.

         10.      Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be the Chief Financial Officer of the Company or
if you shall resign by written notice to each party. In the event of any such
termination, the Company shall appoint a successor Escrow Agent, who may be any
person or entity selected by the Company. In the absence of such appointment by
the Company, or until it has so specifically appointed another person or entity
as a successor Escrow Agent, the successor Escrow Agent automatically, without
the necessity of any further action by the Company, shall be deemed to be the
person appointed or elected as the successor Chief Financial Officer of the
Company to succeed the Chief Financial Officer who so resigned or otherwise
ceased to be the Chief Financial Officer of the Company.

                                      A - 2
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

         11.      If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary party or parties hereto shall join in furnishing such
instruments.

         12.      It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the Shares or
any other property held by you hereunder, you are authorized and directed to
retain in your possession, without liability to anyone, all or any part of such
property until such dispute shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree, or judgment of a
court of competent jurisdiction after the time for appeal has expired and no
appeal has been perfected, but you shall be under no duty whatsoever to
institute or defend any such proceedings.

         13.      Any notice required or permitted hereunder shall be given in
writing and shall be given by personal or courier delivery or deposit in the
United States mail, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto:

              If to the Company:           NCI Building Systems, Inc.
                                           10943 North Sam Houston Parkway West
                                           Houston, Texas 77064
                                           Attention:  Chairman of the Board

              If to the Grantee:           ____________________________________
                                           ____________________________________
                                           ____________________________________


              If to the Escrow Agent:      c/o NCI Building Systems, Inc.
                                           10943 North Sam Houston Parkway West
                                           Houston, Texas 77064
                                           Attention:  Chief Financial Officer

         Any notice so given by personal or courier delivery shall be deemed to
         have been duly given upon delivery, and any notice so given by United
         States mail shall be deemed to have been duly given upon the earlier of
         receipt by the addressee or the fourth business day after deposit in
         the mail.

         14.      By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of the Joint Escrow Instructions; you do not become
a party to the Agreement.

         15.      This instrument shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.

         16.      These Joint Escrow Instructions shall be governed by, and
construed and enforced in accordance with, the internal substantive laws, but
not the choice of law rules, of the State of Texas.

                                      A - 3
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

Very truly yours,

NCI BUILDING SYSTEMS, INC.

By: _____________________________________
Name: ___________________________________
Title: __________________________________

GRANTEE:

_________________________________________
                Signature

_________________________________________
               Print Name

ESCROW AGENT:

_________________________________________
        Chief Financial Officer

                                      A - 4
<PAGE>

                                                     NON-EMPLOYEE DIRECTOR GRANT
                                                         [AS OF AUGUST 28, 2003]

                                    EXHIBIT B

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, ____________________________________, hereby sell, assign
and transfer unto NCI Building Systems, Inc. (the "Company")
__________________________ (____________) shares of the Company's Common Stock
standing in my name of the books of the Company represented by Certificate No.
_____ delivered herewith, and do hereby irrevocably constitute and appoint
___________________________________ as attorney-in-fact, with full power of
substitution, to transfer the such shares on the books of the Company.

_________________________________________
(Signature)

_________________________________________
(Please print name)

INSTRUCTIONS:

Please do not fill in any blanks other than the signature lines. The purpose of
this assignment is to enable the Company to receive the shares upon the
occurrence of a forfeiture of all, or any portion of, the shares, as set forth
in the Restricted Stock Agreement, without requiring additional signatures on
the part of the Grantee.

                                      B - 1