Summary of NCI BUILDING SYSTEMS INC

Item 3.02 Unregistered Sales of Equity Securities.
On the Closing Date, the Company closed the Equity Investment and issued 250,000 Preferred Shares in the aggregate to CD&R Fund VIII and CD&R FF Fund VIII for an aggregate purchase price of $250.0 million in cash. The information set forth in the sections of the Prospectus entitled "The Restructuring-Description of the CD&R Investment-Overview" and "The Restructuring-Description of the CD&R Investment-Certain Terms of the Series B Convertible Preferred Stock" is incorporated herein by reference. Based on certain of the representations made by each of CD&R Fund VIII and CD&R FF Fund VIII, the sale of the Preferred Shares pursuant to the Investment Agreement was made in reliance on the exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders Upon issuance of the Preferred Shares on the Closing Date (referenced in the "Explanatory Note" and Items 1.01 and 3.02 above), the ability of the Company to declare or pay dividends on, make distributions with respect to, or redeem, repurchase or acquire, or make a liquidation payment on its Common Stock and on other preferred stock ranking junior to, or on a parity with, the Preferred Stock, became subject to certain restrictions. In addition, the holders of the Preferred Stock will be entitled to vote on an as-converted basis with the holders of the common stock on all maters submitted to a vote of our stockholders except in limited circumstances, and the company may not take certain actions without the affirmative vote or written consent of holders representing at least a majority of the then outstanding Preferred Stock. The information set forth in the "Explanatory Note" and Item 1.01 hereof and the section of the Prospectus entitled and "The Restructuring-Description of the CD&R Investment-Certain Terms of the Series B Convertible Preferred Stock" is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant The information set forth in the "Explanatory Note" and Item 1.01 hereof and the section of the Prospectus entitled "The Restructuring-Description of the CD&R Investment-The Investment Agreement" is incorporated herein by reference. The purchase price for the Preferred Shares was funded with capital contributions of the CD&R partners.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Directors
As of the closing of the Equity Investment on the Closing Date, William D. Breedlove, Philip J. Hawk, Larry D. Edwards, Ed L. Phipps, W. Bernard Pieper, John K. Sterling and Max L. Lukens resigned from the Board of Directors (the "Board") of the Company.
Appointment of Directors
Pursuant to the Investment Agreement and the Stockholders Agreement, the CD&R Funds have the right to appoint a number of directors to the Board that is equivalent to their percentage interest in the Company. Effective as of the Closing Date, the Board appointed three representatives designated by the CD&R Fund VIII, James G. Berges, Lawrence J. Kremer and Nathan K. Sleeper, as directors, effective as of the closing of the Equity Investment on the Closing Date. The information relating to the Investment Agreement set forth in the sections of the Prospectus entitled "The Restructuring-Description of the CD&R Investment-The Investment Agreement" and "The Restructuring-Description of the CD&R Investment-The Stockholders Agreement" is incorporated herein by reference.
The classes of the Board are composed as follows:

          Class expiring 2010   Class expiring 2011   Class expiring 2012

            Gary L. Forbes      Norman C. Chambers      James G. Berges
            George Martinez      Nathan K. Sleeper    Lawrence J. Kremer

Mr. Berges has been named as Chairman of the Executive Committee of the Board and of the Nominating and Corporate Governance Committee of the Board. Mr. Kremer has been named to the Audit Committee of the Board and the Affiliate Transactions Committee of the Board. Mr. Sleeper has been named to the Executive Committee of the Board, the Nominating and Corporate Governance Committee of the Board and the Compensation Committee of the Board.
Messrs Sleeper, Berges and Kremer will receive the same compensation as other non-employee directors on the Board of the Company. Such compensation is described in the Company's proxy statement filed on Form 14A on February 4, 2009, in the section entitled "Board of Directors - Compensation of Directors," which is incorporated herein by reference. As a result of their respective positions with CD&R, Inc., one or more of Messrs. Sleeper and Berges may be deemed to have an indirect material interest in the Investment Agreement, pursuant to which a deal fee was paid to CD&R, Inc. on the Closing Date, the Registration Rights Agreement, the Stockholders Agreement and the Indemnification Agreement, as further described in the Explanatory Note and Item 1.01 above. Each of Messrs. Sleeper and Berges may assign all or any portion of the compensation he would receive for his services as a director to CD&R, Inc. or the successor to its investment management business or their respective affiliates.
Indemnification Agreements
On the Closing Date, the Company entered into director indemnification agreements with each of Messrs. Forbes, Martinez, Chambers, Sleeper, Berges and Kremer. Under such director indemnification agreements, the Company has agreed to indemnify each of Messrs. Forbes, Martinez, Chambers, Sleeper, Berges and Kremer for his activities and expenses as a director of the Company to the fullest extent permitted by law, and to cover the director under directors and officers liability insurance obtained by the Company. A form of the director indemnification agreement is attached hereto as Exhibit 10.7. The description of the director indemnification agreement is qualified in its entirety by reference to the full text of the director indemnification agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Incorporation
On October 19, 2009, the Company filed a Certificate of Designations with the Delaware Secretary of State (the "Secretary of State") for the purpose of amending its Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock. The information set forth in the section of the Prospectus entitled "The Restructuring-Description of the CD&R Investment-Certain Terms of the Series B Convertible Preferred Stock" is incorporated herein by reference. The description of the Certificate of Designations is qualified in its entirety by reference to the full text of the Certificate of Designations, which is attached hereto as Exhibit 3.1.
On the Closing Date, the Company filed a Certificate of Elimination with the Secretary of State for the purpose of amending its Restated Certificate of Incorporation to eliminate 600,000 authorized shares of Series A Junior Participating Preferred Stock. Subsequently thereto, on the Closing Date, the Company also filed a Certificate of Increase with the Secretary of State to increase the number of authorized shares of Preferred Stock from 400,000 shares to 825,000 shares. The descriptions of the Certificate of Elimination and the Certificate of Increase are qualified in their entirety by reference to the full text of such certificates, which are respectively attached hereto as Exhibits 3.2 and 3.3.

Amendment to By-Laws
Effective as of the Closing Date, the Company amended and restated its by-laws in order to reflect certain rights of the CD&R Funds under the Stockholders Agreement. New provisions of the by-laws include, but are not limited to, requirements consistent with the Stockholders Agreement relating to Board and committee composition, the removal of directors and filling of vacancies on the Board and committees, certain consent rights and the CD&R Funds' right to designate the Chairman of the Executive Committee of the Board or the Lead Director.
The description of the amended by-laws is qualified in its entirety by reference to the full text of the Second Amended and Restated By-Laws, which are attached hereto as Exhibit 3.4.
Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
On October 19, 2009, the Board approved the amendment and restatement of the Company's Code of Business Conduct and Ethics, effective as of the closing of the Equity Investment, amending the Company's Code of Business Conduct and Ethics as in effect prior to the Closing Date to provide that directors employed by CD&R, Inc. or any other affiliate of the CD&R Funds will not be deemed in violation of the Company's Code of Business Conduct and Ethics as a result of any investments by the CD&R Funds or affiliate transaction involving the CD&R Funds or any sharing of information with the CD&R Funds, insofar as such investment, affiliate transaction and information access is not prohibited under the terms of the Stockholders Agreement and is otherwise in accordance with the Company's certificate of incorporation, by-laws and the laws of the State of Delaware.
The description of the amendment and restatement of the Company's Code of Ethics is qualified in its entirety by reference to the full text of the Code of Business Conduct and Ethics of the Company, which is attached hereto as Exhibit 14.1.
Item 7.01. Regulation FD Disclosure
On October 20, 2009, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act unless specifically identified therein as being incorporated by reference.
Item 8.01. Other Events
On October 20, 2009, the Company (i) closed the Equity Investment and
(ii) simultaneously therewith completed the Exchange Offer, the Term Loan Refinancing and the ABL Financing as described in the Explanatory Note above. * * *

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number                                  Description

2.1       Stockholders Agreement, dated as of October 20, 2009, by and between the
          Company, Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends &
          Family Fund VIII, L.P.

2.2       Registration Rights Agreement, dated as of October 20, 2009, by and
          between the Company, Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R
          Friends & Family Fund VIII, L.P.

2.3       Indemnification Agreement, dated as of October 20, 2009, by and between
          the Company, NCI Group, Inc., Robertson-Ceco II Corporation, Clayton,
          Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P.
          and Clayton, Dubilier & Rice, Inc.

3.1       Certificate of Designations, preferences, limitations and relative
          rights of Series B Cumulative Convertible Participating Preferred Stock
          of the Company

3.2       Certificate of Elimination of the Series A Junior Participating
          Preferred Stock of the Company

3.3       Certificate of Increase of Number of Shares of Series B Cumulative
          Convertible Participating Preferred Stock of the Company

3.4       Second Amended and Restated By-Laws of the Company

10.1      Amended and Restated Credit Agreement, dated as of October 20, 2009,
          among the Company, as borrower, Wachovia Bank, National Association, as
          administrative agent and collateral agent and the several lenders party
          thereto

10.2      Loan and Security Agreement, dated as of October 20, 2009, by and among
          NCI Group, Inc. and Robertson-Ceco II Corporation, as borrowers, the
          Company and Steelbuilding.Com, Inc., as guarantors, Wells Fargo
          Foothill, LLC, as administrative and co-collateral agent, Bank of
          America, N.A. and General Electric Capital Corporation, as co-collateral
          agents and the lenders and issuing bank party thereto

10.3      Intercreditor Agreement, dated as of October 20, 2009, by and among the
          Company, as borrower or guarantor, certain domestic subsidiaries of the
          Company, as borrowers or guarantors, Wachovia Bank, National
          Association, as term loan agent and term loan administrative agent,
          Wells Fargo Foothill, LLC, as working capital agent and working capital
          administrative agent and Wells Fargo Bank, National Association, as
          control agent

10.4      Guarantee and Collateral Agreement, dated as of October 20, 2009 by the
          Company and certain of its subsidiaries in favor of Wachovia Bank,
          National Association as administrative agent and collateral agent

10.5      Guaranty Agreement, dated as of October 20, 2009 by NCI Group, Inc.,
          Robertson-Ceco II Corporation, the Company and Steelbuilding.com, Inc.,
          in favor of Wells Fargo Foothill, LLC as administrative agent and
          collateral agent

10.6      Pledge and Security Agreement, dated as of October 20, 2009, by and
          among the Company, NCI Group, Inc. and Robertson-Ceco II Corporation, to
          and in favor of Wells Fargo Foothill, LLC in its capacity as
          administrative agent and collateral agent

10.7      Form of Director Indemnification Agreement

14.1      Code of Business Conduct and Ethics of the Company

99.1      Press Release dated October 20, 2009