RESIGNATION AGREEMENT

THIS RESIGNATION AGREEMENT (this Agreement) is made, entered into, and effective as of July 20, 2005 by and between Apogee Enterprises, Inc., a Minnesota corporation (the Company), and William F. Marchido (the Executive).

WITNESSETH:

WHEREAS, the Company accepts Executives resignation effective as of August 1, 2005 (the Resignation Date); and

WHEREAS, prior to the Resignation Date, Executive was employed as Chief Financial Officer of the Company;

WHEREAS, effective on the Resignation Date, Executive resigned as an employee of the Company, and from any and all offices of the Company, and any other position, office, or directorship of any other entity for which Executive was serving at the request of the Company; and

WHEREAS, the Company and Executive desire to set forth the payments and benefits that Executive will be entitled to receive from the Company in connection with his resignation from employment with the Company; and

WHEREAS, the Company and Executive wish to resolve, settle, and/or compromise certain matters, claims, and issues between them, including, without limitation, Executives resignation from the offices he held and from his employment with the Company.

NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Company and Executive hereby agree as follows:

1. Resignation. Executive hereby resigns, effective on the Resignation Date, his employment with the Company and its subsidiaries and related or affiliated companies, and his position as Chief Financial Officer of the Company. Executive further resigns, effective on the Resignation Date, (a) from all offices of the Company to which he has been elected by the Board of Directors of the Company (or to which he has otherwise been appointed), (b) from all offices of any entity that is a subsidiary of, or is otherwise related to or affiliated with, the Company, (c) from all administrative, fiduciary, or other positions he may hold with respect to arrangements or plans for, of, or relating to the Company, and (d) from any other directorship, office, or position of any corporation, partnership, joint venture, trust, or other enterprise (each, an Other Entity) insofar as Executive is serving in the directorship, office, or position of the Other Entity at the request of the Company. The Company hereby consents to and accepts said resignations effective as of the Resignation Date.

2. Payments and Benefits. As consideration for Executives promises and obligations under this Agreement, including, but not limited to, Executives release of any and all claims against the Company as provided in paragraph 4, the Company agrees as follows:

a. Separation Payment. As separation pay, the Company shall pay Executive an amount equal to Two Hundred Eighty-Four Thousand Nine Hundred Dollars ($284,900) (the Separation Pay). The Separation Pay shall be paid as follows: (i) for the period of time commencing on August 12, 2005, and terminating on March 10, 2006, the Company shall pay to Executive bi-weekly installments of Ten Thousand Nine Hundred Fifty-Eight Dollars ($10,958) on the Companys regularly scheduled pay days; and (ii) on or before March 10, 2006, the Company shall pay Executive the remaining balance of the Separation Pay in one (1) lump sum payment.

b. COBRA Payment. The Company shall pay to Executive an amount equal to Fifteen Thousand Five Hundred Twenty Eight Dollars and Thirty-One Cents ($15,528.31) to compensate him for COBRA payments. This amount shall be paid to Executive in one (1) lump sum payable within thirty (30) days after Executive has returned this signed Agreement to the Company.

c. Automobile Allowance. During his employment with the Company, Executive received a biweekly automobile allowance. The Company shall pay Executive Nine Thousand Seven Hundred Forty-Four Dollars ($9,744), an amount equal to twenty-six (26) biweekly automobile allowance payments, in one (1) lump sum payable within thirty (30) days after Executive has returned this signed Agreement to the Company.

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