**Ply
      Gem Prime Holdings, Inc.**


**600
      West Major Street**


**Kearney,
      Missouri 64060**







September
      25, 2006





Shawn
      Poe


8615
      N.
      Donnelly Ave.


Kansas
      City, MO 64157





Re:  Phantom
      Incentive Unit Award Agreement Amendment





Dear
      Mr.
      Poe:








As
      you
      know, the Board of Directors (the “Board”) of Ply Gem Prime Holdings, Inc. (the
“Company”) has determined that it is desirable to amend and shorten the lifespan
      of the nonqualified deferred compensation arrangement represented by your
      Phantom Incentive Unit Award under the Ply Gem Prime Holdings, Inc. Amended
      and
      Restated Phantom Stock Plan (the “Phantom Plan”). The primary reason for this
      determination is the significant uncertainty regarding the proper application
      of
      new Internal Revenue Code Section 409A, particularly as applied to phantom
      equity arrangements of private companies. Any Section 409A compliance mistake
      can result in phantom equity holders having to pay substantial penalty taxes
      in
      addition to regular income taxes. (Capitalized terms used but not defined in
      this letter shall have the meaning ascribed to such terms in the Phantom Plan
      or, if not defined therein, in your Phantom Incentive Unit Award
      Agreement.)




Your
      Account under the Phantom Plan shall (i) as of the date of this letter, be
      assigned a cash value, calculated by multiplying $10.00 by the number of Phantom
      Incentive Units credited to your Account on the date of this letter, and, (ii)
      at all times after the date of this letter, be denominated in U.S. dollars
      rather than Common Stock or any other form of real or phantom equity. After
      the
      date of this letter and until January 31, 2007, the value of the Account shall
      be updated as if interest was credited on the value of the Account, and
      compounded at December 31, 2006, at a rate equal to the applicable federal
      rate
      for short-term loans.




On
      January 31, 2007, the Company shall pay you a one-time, lump-sum cash payment
      equal to the value of your Account on such date, calculated as described in
      the
      preceding paragraph, even if your employment with the Company or its Affiliates
      is terminated earlier.




Despite
      any reference in this letter or in the Phantom Plan to an “Account”, the
      arrangement represented by your Phantom Incentive Unit Award, as modified by
      this letter, remains a nonqualified deferred compensation arrangement. To the
      extent that any provisions of the Phantom Plan or the Phantom Incentive Unit
      Award Agreement are inconsistent with the terms of this letter, including,
      without limitation, any provisions regarding the payment of your Account in
      the
      form of, or valuation of your Account by reference to, Common Stock effective
      on
      and after the date of this letter or the payment of your Account following
      termination of employment or any IPO or Realization Event, such provisions
      shall
      be deemed amended to the extent necessary to be consistent with this letter
      and,
      if they cannot be read to be consistent with this letter, then they shall be
      void and of no further force and effect as applied to your Phantom
      Award.




*
      *
      *




By
      signing this letter in the space below, you indicate your consent to the
      amendments to your Phantom Incentive Unit Award on the terms set forth in this
      letter.




Ply
      Gem
      Prime Holdings, Inc.









By:
      ___________________________


Name:
      Lee
      D. Meyer


Title:
      Chief Executive Officer and President




Accepted
      and Agreed to:








By:
      __________________________


Shawn
      K.
      Poe