Exhibit
10.6


First
Amendment


to
the Nortek, Inc. Second Amended and Restated


Change
in Control Severance Benefit Plan for Key Employees








WHEREAS, Nortek, Inc. (the "Company") adopted
the Nortek, Inc. Second Amended and Restated Change in Control Severance Benefit
Plan for Key Employees (the “Plan”) effective August 24, 2004;





WHEREAS, the Plan may be amended by the Company
at any time; and





WHEREAS, the Company wishes to amend the Plan
to comply with the final regulations under Section 409A of the Internal Revenue
Code of 1986, as amended;





NOW, THEREFORE, the Company hereby amends the
Plan as follows, effective, except where otherwise provided, January 1,
2008:





1.           The
second paragraph of Section 6 is deleted in its entirety and replaced with
thefollowing:





“In the event
      of such a termination, Employee shall continue for a period of 24 months
      after termination to be covered at the expense of Employer by the same or
      equivalent hospital, medical, accident, disability, and life insurance
      coverages as he was covered immediately prior to such
      termination.”





2.
            The following
      new Section 6A is inserted following Section 6, to read in its entirey as
      follows:





“6A.                      Specified
Employees.





(a)           If
at the time of Separation from Service an Employee is a Specified Employee, any
and all amounts payable hereunder to such Employee that constitute deferred
compensation subject to Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”) as determined by the Company in its sole discretion,
and that would (but for this sentence) be payable within six months following
such Separation from Service, shall instead be paid in the form of a single lump
sum payment on the date that follows the date of such Separation from Service by
six (6) months and one day, together with interest at the “short-term applicable
federal rate” determined on a semi-annual basis, prescribed by the Internal
Revenue Service under Section 1274(d) of the Internal Revenue Code (or any
successor provision).  Payments, if any, due following six (6) months
following Separation from Service shall continue to be paid at the time and in
the form otherwise provided hereunder.





(b)           The
following definitions shall apply for purposes of this Plan:





(i)           "Specified
Employee" means an individual who is determined by the Company to be a specified
employee as defined in subsection (a)(2)(B)(i) of Section
409A.  Nortek, Inc. may, but need not, elect in writing, subject to
the applicable limitations under Section 409A, any of the special elective rules
prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of
determining "specified employee" status.  Any such written election
shall be deemed part of this Plan.





(ii)           “Separation
from Service” means a separation from service within the meaning of Treasury
regulations §1.409A-1(h).  For this purpose, references in this Plan
to “termination of employment” shall mean a Separation from
Service.





(c)
            Separate Payment
      Election.  For purposes of Section 409A, an Employee’s
      right to receive any installment payment upon Separation from Service
      pursuant to this Plan, offer letter or other similar agreement shall be
      treated as a right to receive a series of separate and distinct
      payments.”





3.
            
            The following
      Sections 11 through 13, inclusive are added to the Plan, to read in their
      entirety as follows:





“11.           Administration.  The
Plan shall be administered by the Company acting through its duly authorized
officers and their delegates (the "Administrator").  The Administrator
shall have full discretionary authority to construe the Plan, to establish
procedures, and to take all such other actions as are necessary or appropriate
to administer the Policy.




12.           Employment Not
Guaranteed.  Nothing in this Plan shall be construed as giving
any person the right to be retained in the service of the Company as an employee
or independent contractor.




13.           Miscellaneous.  Neither
the Administrator nor the Company, nor any officer or other representative of
the Company, nor any other person, shall have any liability to any employee for
any taxes or increased taxes, or related interest or penalties, incurred by
reason of the failure of any payment to comply with any applicable requirements
of Section 409A.”









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IN WITNESS WHEREOF, Nortek, Inc. has caused
this instrument of amendment to be executed by its duly authorized officer this
29th day of December, 2008.







Nortek,
Inc.





By: /s/ Edward J.
Cooney


Authorized Officer