98 ADVICE OF COUNSEL. The Employer states that it was advised by NationsBank, to obtain legal advice from Counsel of its own choosing with respect to the adoption of NCI 401(k) Profit Sharing Plan (The "Plan"), the selection of all options under the Adoption Agreement (including "Deemed Cash-out" provisions and other IRS non-Safe Harbor selections) and the effect of the Plan on the Employer, and represents that it has obtained such legal advice or has chosen on its own accord not to obtain such legal advice. NCI Building Systems, Inc. By: /s/ DONNIE R. HUMPHRIES -------------------------------- Date: 2-1-93 ----------------------------- 99 [NationsBank LOGO] TO: ADOPTING EMPLOYERS NATIONSBANK DEFINED CONTRIBUTION MASTER PLAN AND TRUST FROM: INSTITUTIONAL ADMINISTRATIVE SERVICES SUBJECT: ADOPTION OF THE UNEMPLOYMENT COMPENSATION AMENDMENTS ACT OF 1992 MODEL AMENDMENT DATE: JULY 8, 1993 We are pleased to enclose an amendment to the NationsBank Defined Contribution Plan which you have adopted. The amendment adds a special article (Article A) as an addendum to the basic plan document and does not modify the adoption agreement you executed. The amendment is effective for distributions made after December 31, 1992. The purpose Of the amendment is to comply with new law amendment requirements enacted by Congress in 1992. The Revenue Service requires us to adopt this amendment no later than December 31, 1993. Article A of the plan applies to all plans and provides reliance with IRS Code Section 401(a)(31) which requires a plan, as a condition of qualification, to provide a direct rollover option for any eligible rollover distribution made after December 31, 1992. PLEASE PLACE THIS ARTICLE A BEHIND SECTION XIV OF YOUR MASTER PLAN BASIC DOCUMENT FOUND IN YOUR NATIONSBANK NOTEBOOK UNDER PLAN DOCUMENT TAB 1. Also enclosed is a "Notice to Employees" announcing the amendment. THE REVENUE SERVICE REQUIRES YOU TO GIVE THIS NOTICE TO ALL EMPLOYEES NO LATER THAN JULY 21, 1993. By that date, you may give the notice by posting on an employee bulletin board or by personal delivery to each employee. If you mail the notice to employees, you should mail the notice at least three days before that date. You may contact your NationsBank Client Services Officer if you have a question. Thank you for your attention to this matter. 100 ARTICLE A APPENDIX TO BASIC PLAN DOCUMENT This Article is necessary to comply with the Unemployment Compensation Amendments Act of 1992 and is an integral part of the basic plan document. Section 12.08 applies to any modification or amendment to this Article. A-1. APPLICATIONS. This Article applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's election under this Article, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. A-2. DEFINITIONS.