**Ply
        Gem Prime Holdings, Inc.**
 **600
        West Major Street**
 **Kearney,
        Missouri 64060**
  
 September
        25, 2006
 
 Lee
        D.
        Meyer
 208
        Shawna Drive
 Kearney,
        MO 64060
 
 Re:  Phantom
        Additional Unit Award Agreement Amendment
 
 Dear
        Mr.
        Meyer:
 
 
 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 Additional 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 Additional Unit Award
        Agreement.)
  *Phantom
        Common Equity Converted to Dollars and Paid Out on January 31,
        2007* *.* On the
        date of this letter, the portion of your Account that is represented by the
        portion of the Phantom Additional Units credited to your Account as of the
        date
        of this letter that represents shares of Common Stock (“Common Strip Units”),
        and not the portion that represents shares of Preferred Stock (“Preferred Strip
        Units”), shall be assigned a cash value, calculated by multiplying $10.00 by the
        number of Common Strip Units credited to your Account on the date of this
        letter. Such portion of your Account is referred to herein as the “Common
        Account.” After the date of this letter, the Common Account shall be denominated
        in U.S. dollars rather than in Common Stock or any other form of real or
        phantom
        equity, and, until January 31, 2007, the value of the Common Account shall
        be
        updated as if interest was credited on the value of the Common 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 Common Account on such date, calculated as described
        in the preceding paragraph, even if your employment is terminated
        earlier.
  *Phantom
        Preferred Equity Converted to Dollars and Paid Out Over
        Time* *.* On the
        date of this letter, the portion of your Account that is represented by
        Preferred Strip Units shall be assigned a cash value equal to the face amount
        of
        the shares of Preferred Stock represented by such Preferred Strip Units and
        shall be credited with deemed earnings, as if with interest, at an annual
        rate
        of 10%, compounded semi-annually as of each June 30 and December 31, from
        the
        date of issuance of the Phantom Additional Unit Award through the date of
        payment. This portion of your Account shall be paid to you, in cash, in
        accordance with the following schedule: one-third of the original face amount
        shall be paid on each of August 31, 2009, 2010, and 2011, in each case together
        with deemed earnings (accrued to the date of payment) on the portion of the
        Account then being paid; provided, that the full unpaid amount of the account
        including deemed earnings thereon accrued to the date of payment shall be
        payable upon the earliest of your (i) death, (ii) Disability (as defined
        in the
        Plan) and (iii) the occurrence of an event which is both a Realization Event
        (as
        defined in the Plan) and a Change of Control as defined in section 409A of
        the
        Internal Revenue Code.
  Despite
        any reference in this letter or in the Phantom Plan to any “Account”, the
        arrangement represented by your Award, as modified by this letter, remains
        a
        nonqualified deferred compensation arrangement. To the extent that any
        provisions of the Phantom Plan or your Phantom Additional Unit Award Agreement
        are inconsistent with the terms of this letter, including, without limitation,
        any provision regarding the payment of your Account in the form of, or valuation
        of your Account by reference to Preferred Stock or any provision regarding
        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 Award.
  *
        *
        *
  By
        signing this letter in the space below, you indicate your consent to the
        amendments to your Phantom Additional Unit Award on the terms set forth in
        this
        letter.
  Ply
        Gem
        Prime Holdings, Inc.
  
  By:
        ___________________________
 Name:
        Shawn K. Poe
 Title:
        Chief Financial Officer
  Accepted
        and Agreed to:
 
 
 
 By:
        __________________________
 Lee
        D.
        Meyer