LOCK-UP AND VOTING AGREEMENT

EXHIBIT 2.2

LOCK-UP AND VOTING AGREEMENT

     This LOCK-UP AND VOTING AGREEMENT (this “ Agreement ”), dated as of October 8, 2009, is by and among the Persons executing this Agreement as “Consenting Noteholders” on the signature pages hereto (each a “ Consenting Noteholder ”), the Persons executing this Agreement as “Consenting Lenders” on the signature pages hereto (each, a “ Consenting Lender ” and together with the Consenting Noteholders, the “ Consenting Creditors ”) and NCI Building Systems, Inc. (the “ Company ”).

RECITALS

     WHEREAS, the Company is party to an Investment Agreement, dated as of August 14, 2009 and as amended by that Amendment, dated as of August 28, 2009 and that Amendment dated as of August 31, 2009 (as in effect on the date hereof, the “ Investment Agreement ”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P. (“ Investor ”), pursuant to which Investor has agreed to invest, subject to the terms and conditions contained therein, $250,000,000 in the Company (the “ Investment ”);

     WHEREAS, in accordance with the Investment Agreement, the Company has commenced an offer to acquire any and all of the Company’s outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the “ Notes ”) in exchange for cash and shares of common stock of the Company (the “ Offer ”);

     WHEREAS, the Investment Agreement contemplates a Term Loan Refinancing (as defined in the Investment Agreement) pursuant to which the Company would agree to prepay all principal obligations under the Credit Agreement, dated as of June 18, 2004, among the Company, the subsidiaries of the Company party thereto as guarantors, Wachovia Bank, National Association, as Administrative Agent and the other financial institutions party thereto as lenders (the “ Lenders ”) and agents (as amended from time to time, the “ Credit Agreement ”) in excess of $150 million, together with accrued and unpaid interest thereon (the “ Prepayment ”), and enter into an amendment and restatement of the Credit Agreement (the “ Restatement ”) in the form set forth in the Form of Amended Credit Agreement attached as Exhibit A to the Investment Agreement, but subject to the matters set forth on Schedule B hereto;

     WHEREAS, the Investment Agreement contemplates that, as an alternative to achieving the Restructuring (as defined in the Investment Agreement) through effectuating inter alia the Offer, the Prepayment and the Restatement, the Company would effectuate the Restructuring through the effectiveness of the Prepackaged Plan (as defined in the Investment Agreement) by commencing cases (the “ Cases ”) under the Bankruptcy Code (as defined in the Investment Agreement) in the Bankruptcy Court (as defined in the Investment Agreement) and in connection therewith, the Company has distributed to the holders of Notes and the Lenders the Solicitation Materials (as defined in the Investment Agreement) and is seeking the affirmative vote of the Lenders and the holders of Notes on such prepackaged bankruptcy plan prior to commencing the Cases;

     WHEREAS, it is a condition precedent to the consummation of the transactions contemplated by the Investment Agreement that (a) not less than 95% in principal amount of the Notes are tendered in the Offer and not less than 100% of the Term Lenders agree to the Prepayment and the Form of Amended Credit Agreement or (b) in the alternative, the Company receives the Requisite Acceptances (as defined in the Investment Agreement) to allow the Prepackaged Plan to be confirmed in the Cases; and

     WHEREAS, concurrently with the execution of this Agreement, the Company and the Investor will enter into an amendment (the “ Investment Agreement Amendment ”) relating to the Investment Agreement pursuant to which the Investor and the Company will agree that the Form of Amended Credit Agreement attached to the Investment Agreement immediately prior to the Investment Agreement Amendment (except with respect to Section 3(c)(vi)(ii), Section 6(g)(iii) and Section 6(q)(i)(B) of the Investment Agreement) shall give effect to the matters set forth on Schedule B hereto, in accordance with the terms and conditions set forth in the Investment Agreement Amendment (whether the Term Loan Refinancing is effectuated out of court or through the effectiveness of the Prepackaged Plan in the Prepackaged Plan Proceeding).

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

I. CERTAIN DEFINITIONS

     Section 1.1 Capitalized Terms . Capitalized terms used in this Agreement and not defined herein have the meanings ascribed to such terms in the Investment Agreement (as amended by the Investment Agreement Amendment) as in effect on the date hereof and without giving effect to any subsequent amendment, waiver or consent thereto. The terms “Intercreditor Agreement”, “Guarantee and Collateral Agreement” and “Mortgages” have the meanings ascribed to such terms in the Form of Amended Credit Agreement.

     Section 1.2 Other Definitions . For the purposes of this Agreement:

          (a) “ Beneficial Owner ” or “ Beneficial Ownership ” with respect to any securities means having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 or Rule 13d-5 under the Exchange Act).

          (b) “ End Date ” means the date of termination of this Agreement in accordance with Article V of this Agreement.

          (c) “ Loans ” means the loans under the Credit Agreement.

          (d) “ Required Consenting Creditors ” means Consenting Creditors holding not less than 66 2/3% in aggregate principal amount of the Notes and Loans held by all Consenting Creditors.

          (e) “ Transfer ” means to, directly or indirectly, (i) sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any participation or interest (voting or otherwise) in or (ii) enter into an agreement, commitment or other arrangement to sell, pledge, assign, encumber, grant an option with respect to, transfer or dispose of any

participation or interest (voting or otherwise) in, the subject matter of the Transfer, or the act thereof.

II. AGREEMENT TO TENDER, VOTE AND SUPPORT

     Section 2.1 Agreement to Tender . Subject to the terms and conditions hereof (including the execution and delivery of the Investment Agreement Amendment) and provided that (1) the economic terms of the transactions contemplated by the Investment Agreement after giving effect to the matters referred to on in Schedule B hereto (including the Offer, the Prepayment, the Restatement and the Investment, and giving effect to the matters referred to on in Schedule B hereto, collectively, the “ Transactions ”) are not altered or amended in a manner adverse to the Consenting Noteholders, (2) the consideration (and mix of consideration) being offered in the Transactions is not altered or amended and (3) the other terms of the Transactions are not altered or amended in a manner materially adverse to such Consenting Noteholder, each Consenting Noteholder hereby irrevocably agrees to promptly (but in any event not later than the third (3rd) Business Day after the date hereof) tender in the Offer, and not withdraw from the Offer, all Notes held by or Beneficially Owned by it, or with respect to which it serves as manager or investment advisor having the unrestricted power to vote or dispose thereof, unless the Offer shall have been terminated in accordance with its terms; provided that such Consenting Noteholder may withdraw such Notes from the Offer in order to effect a Transfer of such Notes in compliance with Section 2.4(c) of this Agreement so long as any transferee of such Notes shall promptly thereafter tender such Notes in the Offer.

     Section 2.2 Agreement to Accept Prepayment and Restatement . Subject to the terms and conditions hereof (including the execution and delivery of the Investment Agreement Amendment) and provided that (1) the economic terms of the Transactions are not altered or amended in a manner adverse to the Consenting Lenders, (2) the consideration (and mix of consideration) being offered in the Transactions is not altered or amended and (3) the other terms of the Transactions are not altered or amended in a manner materially adverse to such Consenting Lender, each Consenting Lender hereby irrevocably agrees, contemporaneously with the consummation of the Investment, to accept the share of the Prepayment applicable to the obligations under the Credit Agreement held by it or Beneficially Owned by it, or with respect to which it serves as manager or investment advisor having the unrestricted power to vote or dispose thereof, and, with respect to the remaining obligations under the Credit Agreement held by it, or with respect to which it serves as manager or investment advisor having the unrestricted power to vote or dispose thereof, execute a new credit agreement in the form of the Form of Amended Credit Agreement after giving effect to the matters referred to in Schedule B hereto (with the completion of items currently blank as agreed upon by Wachovia Bank, National Association (or any successor thereto), as administrative agent). Each Consenting Lender hereby acknowledges and agrees that the Intercreditor Agreement, the Guarantee and Collateral Agreement, the Mortgages, the other Amended Credit Documents (other than the Amended Credit Agreement), and the other Ancillary Refinancing Documents entered into or delivered pursuant to or in connection with any of the transactions contemplated by the Amended Credit Agreement, will be in form and substance as agreed upon by Wachovia Bank, National Association (or any successor thereto), as administrative agent; provided , however, that to the extent draft forms of any such documents have been provided to the Consenting Lenders prior to

the date hereof, the definitive forms of such documents shall not be materially altered from the draft forms so provided in a manner adverse to the Consenting Lenders.

     Section 2.3 Agreement to Vote . Subject to the terms and conditions hereof (including the execution and delivery of the Investment Agreement Amendment) and provided that the terms of the Prepackaged Plan as set forth in the Investment Agreement (after giving effect to the matters referred to on Schedule B hereto) are not altered or amended and provided further that it has received the Solicitation Materials in compliance with Section 1126(b) of the Bankruptcy Code, each Consenting Creditor hereby irrevocably agrees to timely (as set forth in the Solicitation Materials and in any event prior to the Initial Expiration Date) vote, and not change or revoke such vote, all Notes and/or all obligations under the Credit Agreement held by it, or with respect to which it serves as manager or investment advisor having the unrestricted power to vote, in favor of the Prepackaged Plan; provided that the terms of the Prepackaged Plan are consistent with Exhibit I to the Investment Agreement (after giving effect to the matters referred to on Schedule B hereto) and otherwise reasonably satisfactory to Consenting Creditors holding not less than 50.0% in principal amount of all Loans and Notes held by all Consenting Creditors in the aggregate.

     Section 2.4 Additional Agreements of Consenting Creditors .

          (a)  Against Other Transactions . Subject to the terms and conditions hereof (including the execution and delivery of the Investment Agreement Amendment) and provided that (1) the economic terms of the Transactions are not altered or amended in a manner adverse to the Consenting Lenders, (2) the consideration (and mix of consideration) being offered in the Transactions is not altered or amended and (3) the other terms of the Transactions are not altered or amended in a manner materially adverse to such Consenting Lender, each Consenting Creditor agrees that, from and after the date hereof, it will not directly or indirectly seek, solicit, support, formulate or encourage any other plan, sale, proposal or offer of reorganization or liquidation, merger, restructuring or recapitalization of the Company and/or its subsidiaries that could reasonably be expected to prevent, delay or impede the Transactions on the terms set forth in the Investment Agreement, and that each Consenting Creditor agrees it shall not (i) object to, or otherwise commence any proceeding opposing, any of the terms of the Transactions or the Transaction Documents, (ii) take any action, including but not limited to objecting to the Prepackaged Plan, which is inconsistent with, or that would delay approval, consummation or confirmation of any of the Transactions or any of the Transaction Documents or (iii) take any action that would make any representation or warranty of such Consenting Creditor herein untrue or incorrect in any material respect, or have the effect of preventing or disabling the Consenting Creditor from performing its obligations hereunder in any material respect.

          (b)  Restrictions on Transfer, Etc . Each Consenting Creditor agrees, from and after the date hereof, not to directly or indirectly Transfer any Note or Loan or interest therein other than a Transfer that does not require registration under the Securities Act and in accordance with the terms of the Credit Agreement and the Indenture, as applicable, to (x) a transferee that is a Consenting Creditor or any Affiliate thereof, (y) a transferee that is a “Consenting Creditor” under that certain Lock-Up and Voting Agreement, dated as of August 31, 2009, by and among the Company and the creditors of the Company signatory thereto (an

“ Other Consenting Creditor ”) or (z) a transferee that represents that it is a “Qualified Institutional Buyer” within the meaning of Rule 144A under the Securities Act. Unless such Transfer is to a Consenting Creditor or an Other Consenting Creditor, such Transfer shall be pursuant to a privately negotiated transaction and the transferee shall execute and deliver to the Company a joinder agreement pursuant to which the transferee agrees to be bound by the terms of this Agreement as though it had been an original signatory hereto, including the making of the representations by the Consenting Creditors therein, including those in Sections 3.1(d) through 3.1(h). Any Transfer of any Note or Loan in violation of the foregoing shall be deemed ineffective to Transfer any right to accept or reject the Prepayment, the Restatement or the Offer, which right shall remain with and be exercised only by the purported transferor. This Agreement shall in no way be construed to preclude any Consenting Creditor from acquiring additional Notes or Loans; provided that such Notes or Loans shall become subject to the terms hereof as if such Notes or Loans had been held by such Consenting Creditor as of the date of this Agreement; provided further that any such Consenting Creditor acquiring additional Notes or Loans shall notify the Company of the amount of any such additional Notes or Additional Loans and Schedule A hereto shall be updated accordingly. Nothing in this Agreement shall prohibit any Consenting Creditor from ordinary course pledges of Notes in a prime brokerage account. In addition, a Consenting Creditor shall not be bound by the provisions of this Agreement with respect to any Notes or Loans acquired by it after the date hereof in its capacity as a Qualified Marketmaker (other than Notes or Loans that were acquired from a Consenting Creditor or that otherwise were subject to this Agreement). For purposes of this Agreement, (i) a “ Qualified Marketmaker ” means an entity that (x) holds itself out to the public as standing ready in the ordinary course of its business to purchase from customers and sell to customers Marketmaker Contracts (defined below) (or to enter with customers into long and short positions in derivative contracts that constituted Marketmaker Contracts), in its capacity as a dealer or market maker in such Marketmaker Contracts, and (y) regularly makes a two-way market in such Marketmaker Contracts; and (ii) a “Marketmaker Contract” means, without limitation, (x) debt securities issued or guaranteed by the Company, (y) options, forward contracts, swaps or other derivative contracts that require the delivery of such debt securities, or that require the payment of money determined by reference to the value or yield of such debt securities or (z) secured, unsecured and undersecured claims against the Company, including, without limitation, bank debt, trade claims, lease claims and deficiency claims.

          (c)  Public Statement . Each Consenting Creditor agrees that it shall not issue any press release or make any other public statement with respect to the Investment Agreement, the Offer, the Prepayment, the Form of Amended Credit Agreement or the Prepackaged Plan or any other transaction contemplated by the Investment Agreement without the prior written consent of the Company, except as may be required by applicable Law.

          (d)  Additional Matters . Each Consenting Creditor shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effecting the tenders and votes of such Consenting Creditor contemplated by Sections 2.1, 2.2 and 2.3 of this Agreement.

III. REPRESENTATIONS AND WARRANTIES

     Section 3.1 Representations and Warranties of Consenting Creditors . Each Consenting Creditor, severally and not jointly, represents and warrants to the Company as of the date of this Agreement and at all times during the term of this Agreement, as follows:

          (a) Such Consenting Creditor has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform such Consenting Creditor’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Consenting Creditor and constitutes a legal, valid and binding agreement of such Consenting Creditor enforceable by the Company against such Consenting Creditor in accordance with its terms, subject to the effects of bankruptcy and similar laws affecting creditors’ rights generally.

          (b) Except for any changes as a result of Transfers made in accordance with Section 2.4(c) of this Agreement or as a result of acquisitions contemplated by the last sentence of Section 2.4(c) of this Agreement:

          (i) Such Consenting Creditor (or, in the case of record ownership, its nominee through which such Consenting Creditor holds Loans and/or Notes) is (or with respect to trades pending settlement, will be) the record and Beneficial Owner, and such Consenting Creditor has (or with respect to trades pending settlement, will have) good, valid and marketable title, free and clear of any Liens (other than those arising under this Agreement and other than those that would not adversely affect such Consenting Creditor’s performance of its obligations under this Agreement), and/or is the authorized manager or investment advisor with respect to, the principal amount of Loans and/or Notes set forth next to such Consenting Creditor’s name on Schedule A hereto, and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of such Loans and/or Notes without the consent or approval of, or any other action on the part of any other Person, and has not granted any proxy inconsistent with this Agreement that is still effective or entered into any voting or similar agreement inconsistent with this Agreement with respect to, such Loans and Notes.

          (ii) Except for any Excluded Notes or Excluded Loans in the case of a transferee of Notes or Loans, the Loans and Notes set forth next to such Consenting Creditor’s name on Schedule A hereto constitute all of the Loans and Notes that are Beneficially Owned by such Consenting Creditor, or as to which such Consenting Creditor serves as manager or investment advisor having the unrestricted power to vote or dispose thereof, as of the date hereof, and such Consenting Creditor does not Beneficially Own or otherwise so manage or advise with respect to, any other Loans or Notes. For purposes of this Agreement, “ Excluded Notes ” and “ Excluded Loans ” mean any Notes or Loans, respectively, acquired by a Consenting Creditor after the date hereof in its capacity as a Qualified Marketmaker (other than Notes or Loans that were acquired from a Consenting Creditor or that otherwise were subject to this Agreement pursuant to the fifth sentence of Section 2.4(c)).

          (c) None of the execution and delivery of this Agreement by such Consenting Creditor, the consummation by such Consenting Creditor of the transactions contemplated hereby or compliance by such Consenting Creditor with any of the provisions

hereof (i) requires any consent or other Permit of, or filing with or notification to, any Governmental Entity or any other Person by such Consenting Creditor other than has been taken or made or, (ii) results in a violation or breach of, or constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any organizational document or contract to which such Consenting Creditor is a party or by which such Consenting Creditor or any of such Consenting Creditor’s properties or assets (including such Consenting Creditor’s Loans and Notes) may be bound, (iii) violates any order or law applicable to such Consenting Creditor or any of such Consenting Creditor’s properties or assets (including such Consenting Creditor’s Loans and Notes), or (iv) results in a Lien upon any of such Consenting Creditor’s properties or assets (including such Consenting Creditor’s Loans and Notes).

          (d) Such Consenting Noteholder (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, (ii) is aware that the offer and sale of the Common Stock pursuant to the Offer and the Prepackaged Plan (except to the extent that Securities distributed under the Prepackaged Plan may be resold, pledged or otherwise transferred under Section 1145 of the Bankruptcy Code) (the “ Securities ”) to it is being made in reliance on a private placement exemption from registration under the Securities Act and not by means of a general solicitation or general advertising (iii) is acquiring the Securities for its own account and has no current intention to Transfer any of its Notes or Loans or the Common Stock received pursuant to the Offer or the Prepackaged Plan (except to the extent that Securities distributed under the Prepackaged Plan may be resold, pledged or otherwise transferred under Section 1145 of the Bankruptcy Code), (iv) if it beneficially owns any Notes, was not solicited to this Agreement by any public announcement of the Offer or the Prepackaged Plan or by any registration statement (or the filing thereof) related thereto filed with the Commission, and (v) the transferee became interested in purchasing the Notes or Loans through a pre-existing relationship with the transferor and not by means of a general solicitation or general advertising.

          (e) Such Consenting Noteholder understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been and, except as contemplated by the Exchange Registration Rights Agreement, will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration requirements under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act, or (iv) to the Company or one of its Subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities Laws of any State of the United States, and that it will, and each subsequent holder is required to, notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable, and will provide the Company and the transfer agent such certificates and other information as they may reasonably require to confirm that the transfer by it complies with the foregoing restrictions, if applicable; provided , however , that if the Securities are distributed to the Consenting Creditor under the Prepackaged Plan, such Securities may be resold, pledged or otherwise transferred to the extent allowed by Section 1145 of the Bankruptcy Code.

          (f) Except to the extent that Securities distributed under the Prepackaged Plan may be resold, pledged or otherwise transferred under Section 1145 of the Bankruptcy Code (and not otherwise prohibited because such Consenting Noteholder is deemed an underwriter as defined in subsection (b) of Section 1145 of the Bankruptcy Code), such Consenting Noteholder understands that, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, the Company may require that the Securities will bear a legend or other restriction substantially to the following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following):

THIS INSTRUMENT WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) AND THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT OR SUCH LAWS.

          (g) Such Consenting Creditor:

          (i) is able to fend for itself in the transactions contemplated hereby;

          (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities;

          (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

          (iv) acknowledges that (1) it has conducted its own investigation of the Company and the terms of the Securities, (2) it has had access to the Company’s public filings with the Commission and to such financial and other information as it deems necessary to make its decision to purchase the Securities, and (3) has been offered the opportunity to ask questions of the Company and received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities; and

          (v) understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

          (h) Such Consenting Creditor acknowledges that the Common Stock is listed on the New York Stock Exchange and the Company is required to file reports containing certain business and financial information with the Commission pursuant to the reporting requirements of the Exchange Act, and that it is able to obtain copies of such reports.

     Section 3.2 Representations and Warranties of the Company . The Company hereby represents and warrants to the Consenting Creditors, that, except as otherwise disclosed in the Company’s 2008 10-K or the SEC Reports:

          (a) The Company has the requisite capacity and authority to execute and deliver this Agreement and to fulfill and perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding agreement enforceable by the Consenting Creditors against the Company in accordance with its terms, subject to the Bankruptcy Exceptions.

          (b) Neither the execution, delivery and performance by the Company of this Agreement nor the consummation of the Transactions, including, without limitation, the filing and prosecution of the Prepackaged Plan, nor compliance by the Company with any of the provisions hereof will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien (other than (1) Permitted Liens and (2) as of the Closing, Liens granted pursuant to the Amended Credit Agreement and the other Amended Credit Documents and (3) as of the Closing, Liens granted pursuant to the ABL Agreement and the other ABL Documents) upon any of the properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of (x) its Certificate of Incorporation or By-laws or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries may be bound, or to which the Company or any of its Subsidiaries or any of the properties, assets, or rights of the Company or any of its Subsidiaries may be subject, or (B) subject to compliance wi