Appendix filed in accordance
with Instruction 3 to Item 10
of Regulation 14A



PATRICK INDUSTRIES, INC.

Amendment No. 1 to
1987 Stock Option Program,
As Amended and Restated


Section 5 (Shares Reserved Under the Program) is hereby amended to
indicate that, effective upon shareholder approval at the annual meeting on May
15, 2001, 200,000 shares are hereby reserved for issuance under the Program in
addition to the shares previously reserved and currently available.







PATRICK INDUSTRIES, INC.

1987 STOCK OPTION PROGRAM
AS AMENDED AND RESTATED


1. Purpose. The purpose of Patrick Industries, Inc. 1987 Stock
Option Program (the "Program") is to attract and retain outstanding individuals
as officers and key employees of Patrick Industries, Inc. (the "Company") and
its subsidiaries, and to furnish incentives to such persons by providing such
persons opportunities to acquire Common Stock of the Company, or monetary
payments based on the value of such stock, or both, on advantageous terms as
herein provided. The Program will also enable the Company to attract and keep
non-employee directors.

2. Administration. The Program will be administered by a
committee (the "Committee") consisting of not less than three (3) members of the
Board of Directors who shall not be eligible to participate in the Program at
the time of Committee action or at any time within one (1) year prior thereto.
The Committee shall interpret the Program, prescribe, amend and rescind rules
and regulations relating hereto and make all other determinations necessary or
advisable for the administration of the Program. A majority of the members of
the Committee shall constitute a quorum and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Program may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members.

3. Participants. (a) Participants in the Program will consist
of such officers or other key employees of the Company and its subsidiaries as
the Committee in its sole discretion may designate from time to time to receive
benefits ("Benefits") under the Program. The Committee's designation of a
participant in any year shall not require the Committee to designate such person
to receive a Benefit in any other year. The Committee shall consider such
factors as it deems pertinent in selecting participants and in determining the
type and amount of their respective Benefits, including without limitation (i)
the financial condition of the Company; (ii) anticipated profits for the current
or future years; (iii) contributions of participants to the profitability and
development of the Company; and (iv) other compensation provided to
participants.

(b) In addition, each non-employee director of the Company shall
automatically be granted restricted stock awards for 6,000 shares of Common
Stock on May 17, 1994 (the date of the Company's Annual Meeting of Shareholders)
and thereafter bi-annually on the date of the Company's Annual Meeting of
Shareholders. These awards will vest after two years of continued service on the
Board or earlier if such director dies, becomes disabled or retires from the
Board at any time at or after age 80, or if there is a "Change in Control" as
hereinafter defined. "Disability" shall have the meaning ascribed to such term
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, or any
successor provision. A "Change in Control" shall have the meaning set forth in
Exhibit A attached hereto. As new non-employee directors are elected to the
Board they will also automatically be granted restricted stock awards for 6,000
shares of Common Stock on the terms set forth above.


4. Types of Benefits. Benefits under the Program may be
granted to participants other than non-employee directors in any one or a
combination of (a) Incentive Stock Options, (b) Non-qualified Stock Options, (c)
Stock Appreciation Rights, and (d) Stock Awards, all as described below in
paragraphs 6-9 hereof.

5. Shares Reserved under the Program. There is hereby reserved
for issuance under the Program Six Hundred Thousand (600,000) shares of Common
Stock. The shares reserved for issuance may be newly issued or treasury shares.
All of such shares may, but need not, be issued pursuant to the exercise of
Incentive Stock Options. The maximum number of shares of Common Stock which
shall be available for the award of Benefits to any participant in any fiscal
year of the Company shall not exceed 50,000 shares.

If there is a lapse, expiration, termination or cancellation
of any Benefit granted hereunder without the issuance of shares or payment of
cash thereunder, or if shares are issued under any Benefit and thereafter are
acquired by the Company pursuant to rights reserved upon the issuance thereof,
the shares subject to or reserved for such Benefit may again be used for new
Benefits under this Program; provided, however, that in no event may the number
of shares of Common Stock issued under this Program exceed the total number of
shares reserved for issuance hereunder.

6. Incentive Stock Options. Incentive Stock Options will
consist of options to purchase Common Stock at purchase prices not less than one
hundred percent (100%) of the fair market value of such stock on the date of
grant. Incentive Stock Options will be exercisable over not more than ten (10)
years after date of grant and shall terminate not later than three (3) months
after termination of employment for any reason other than disability, retirement
or death. In the event of termination of employment by reason of disability or
retirement, the right of the optionee to exercise an Incentive Stock Option
shall terminate not later than twelve (12) months after such termination of
employment. If the optionee should die while employed, within twelve (12) months
after termination of employment by reason of disability or retirement, or within
three (3) months after any other termination of employment, the right of the
optionee or his or her successor in interest to exercise an Incentive Stock
Option shall terminate not later than twelve (12) months after the date of
death. The aggregate fair market value (determined at the time the option is
granted) of shares of Common Stock with respect to which Incentive Stock Options
granted under the Program are exercisable for the first time by a participant
during any calendar year (under all option plans of the Company and its
subsidiary corporations) shall not exceed $100,000.

7. Non-qualified Stock Options. Non-qualified Stock Options
will consist of options to purchase Common Stock at purchase prices not less
than one hundred percent (100%) of the fair market value of such stock on the
date of grant. Non-qualified Stock Options will be exercisable over not more
than twelve (12) years after the date of grant and shall terminate not later
than six (6) months after termination of employment for any reason other than,
disability, retirement or death. In the event of termination of employment by
reason of disability or retirement, the right of the optionee to exercise a
Non-qualified Stock Option shall terminate not later than twelve (12) months
after such termination of employment. If the optionee should die while employed,
within twelve (12) months after termination of employment by reason of
disability or retirement, or within six (6) months after any other termination
of employment, the

2


right of the optionee or his or her successor in interest to exercise a
Non-qualified Stock Option shall terminate not later than twelve (12) months
after the date of death.

8. Stock Appreciation Rights. The Committee may, in its
discretion, grant a Stock Appreciation Right to the holder of any stock option
granted hereunder. Such Stock Appreciation Rights shall be subject to such terms
and conditions consistent with the Program as the Committee shall impose from
time to time, including the following:

(a) A Stock Appreciation Right may be granted with respect to
a stock option at the time of its grant or at any time thereafter up to
six (6) months prior to its expiration.

(b) Stock Appreciation Rights will permit the holder to
surrender any related stock option or portion thereof which is then
exercisable and to elect to receive in exchange therefor cash in an
amount equal to:

(i) The excess of the fair market value on the date
of such election of one share of Common Stock over the option
price multiplied by

(ii) The number of shares covered by such option or
portion thereof which is so surrendered.

(c) The Committee shall have the discretion to satisfy a
participant's right to receive the amount of cash determined under
subparagraph (b) hereof, in whole or in part, by the delivery of Common
Stock valued as of the date of the participant's election.

(d) Each Stock Appreciation Right will be exercisable at the
time and to the extent the option to which it relates is exercisable.

(e) In the event of the exercise of a Stock Appreciation
Right, the number of shares reserved for issuance hereunder shall be
reduced by the number of shares covered by the stock option or portion
thereof surrendered.

9. Stock Awards. Stock Awards will consist of Common Stock
transferred to participants without other payment therefor as additional
compensation for services to the Company and its subsidiaries. Stock Awards
shall be subject to such terms and conditions as the Committee determines
appropriate, including, without limitation, restrictions on the sale or other
disposition of such shares and rights of the Company to reacquire such shares
upon termination of the participant's employment within specified periods.

10. Nontransferability. Each Benefit granted under this
Program shall not be transferable other than by will or the laws of descent and
distribution, and shall be exercisable, during the participant's lifetime, only
by the participant or the participant's guardian or legal representative.
Notwithstanding the foregoing, at the discretion of the Committee, an award of a
Benefit may permit the transferability of a Benefit by a participant solely to
members of the



3

participant's immediate family or trusts or family partnerships for the benefit
of such persons, subject to any restriction included in the award of the
Benefit.

11. Other Provisions. The award of any Benefit under the
Program may also be subject to other provisions (whether or not applicable to
the Benefit awarded to any other participant) as the Committee determines
appropriate, including, without limitation, provisions for the purchase of
Common Stock under stock options in installments, provisions for the payment of
the purchase price of shares under stock options by delivery of other shares of
Common Stock of the Company having a then fair market value equal to the
purchase price of such shares, provisions for the acceleration of exercisability
of Benefits in the event of change of control of the Company, such provisions as
may be appropriate to comply with federal or state securities laws and stock
exchange requirements and understandings or conditions as to the participant's
employment in addition to those specifically provided for under the Program.

12. Term of Program and Amendment, Modification or
Cancellation of Benefits. No Benefit shall be granted after May 17, 2004;
provided, however, that the terms and conditions applicable to any Benefits
granted prior to such date may at any time be amended, modified or cancelled by
mutual agreement between the Committee and the participant or such other persons
as may then have an interest therein, so long as any amendment or modification
does not increase the number of shares of Common Stock issuable under this
Program.

13. Taxes. The Company shall be entitled to withhold the
amount of any tax attributable to any amount payable or shares deliverable under
the Program after giving the person entitled to receive such amount or shares
notice as far in advance as practicable, and the Company may defer making
payment or delivery if any such tax may be pending unless and until indemnified
to its satisfaction. When a person is required to pay to the Company an amount
required to be withheld under applicable tax laws in connection with exercises
of Non-qualified Stock Options or other Benefits under the Plan, the Committee
may, in its discretion and subject to such rules as it may adopt, permit such
person to satisfy the obligation, in whole or in part, by electing to have the
Company withhold shares of Common Stock having a fair market value equal to the
amount required to be withheld. The election must be made on or before the date
that the amount of tax to be withheld is determined.

14. Fair Market Value. The fair market value of the Company's
Common Stock at any time shall be determined in such manner as the Committee may
deem equitable or required by applicable laws or regulations.

15. Adjustment Provisions.

(a) If the Company shall at any time change the number of
issued shares of Common Stock without new consideration to the Company (such as
by stock dividends or stock splits), the total number of shares reserved for
issuance under this Program and the number of shares covered by each outstanding
Benefit shall be adjusted so that the aggregate consideration payable to the
Company and the value of each such Benefit shall not be changed. The Committee
may also provide for the continuation of Benefits or for other equitable
adjustments after changes in the Common Stock resulting from reorganization,
sale, merger, consolidation or similar occurrence.


4

(b) Notwithstanding any other provision of this Program, and
without affecting the number of shares otherwise reserved or available
hereunder, the Committee may authorize the issuance or assumption of Benefits in
connection with any merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate.

(c) In the case of any merger, consolidation or combination of
the Company with or into another corporation, other than a merger, consolidation
or combination in which the Company is the continuing corporation and which does
not result in the outstanding Common Stock being converted into or exchanged for
different securities, cash or other property, or any combination thereof (an
"Acquisition"):

(i) any participant to whom a stock option has been
granted under the Program shall have the right (subject to the
provisions of the Program and any limitation applicable to
such option) thereafter and during the term of such option, to
receive upon exercise thereof the Acquisition Consideration
(as defined below) receivable upon such Acquisition by a
holder of the number of shares of Common Stock which might
have been obtained upon exercise of such option or portion
thereof, as the case may be, immediately prior to such
Acquisition;

(ii) any participant to whom a Stock Appreciation
Right has been granted under the Program shall have the right
(subject to the provisions of the Program and any limitation
applicable to such right) thereafter and during the term of
such right to receive upon exercise thereof the difference
between the aggregate Fair Market Value on the applicable date
(as set forth in such right) of the Acquisition Consideration
receivable upon such Acquisition by a holder of the number of
shares of Common Stock which might have been obtained upon
exercise of the option related thereto or any portion thereof,
as the case may be, immediately prior to such Acquisition and
the aggregate option price of such option.

The term "Acquisition Consideration" shall mean the kind and
amount of shares of the surviving or new corporation, cash, securities, evidence
of indebtedness, other property or any combination thereof receivable in respect
of one share of Common Stock of the Company upon consummation of an Acquisition.

16. Amendment and Termination of Program. The Board of
Directors of the Company may amend the Program from time to time or terminate
the Program at any time, but no such action shall reduce the then existing
amount of any participant's Benefit or adversely change the terms and conditions
thereof without the participant's consent. However, except for adjustments
expressly provided for herein, no amendment may (i) materially increase the
Benefits accruing to participants, (ii) materially increase the number of shares
which may be issued, or (iii) materially modify the requirements as to
eligibility for participation in the Program.


5

17. Shareholder Approval. The Program as amended was restated
by the Board of Directors of the Company on February 10, 1994. The Program as
amended and restated and any Benefits relating to the amendments granted
thereunder shall be null and void if shareholder approval is not obtained within
twelve (12) months of the restatement of the Program by the Board of Directors.




6





EXHIBIT A

A "Change in Control" shall be deemed to have occurred on the
first date on which either (i) any "person" (as that term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than Mervin D. Lung and his affiliates and associates,
becomes the "beneficial owners" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing at least
25% of the combined voting power of the Company's then outstanding securities,
or (ii) a majority of the individuals comprising the Company's Board of
Directors have not served in that capacity for the entire two-year period
immediately preceding such date, or (iii) a change occurs of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, promulgated under the Exchange Act or any successor disclosure
item; provided, however, that if the transaction, transactions or elections
shall have been approved by the affirmative vote of a majority of the Continuing
Directors, a Change in Control shall not be deemed to have occurred to the
extent so provided by the affirmative vote of a majority of those Continuing
Directors.






7