**Ply
      Gem Prime Holdings, Inc.**


**600
      West Major Street**


**Kearney,
      Missouri 64060**


September
      25, 2006





Mark
      Montgomery


1928
      Tucker Lane


Salem,
      VA
      24153





Re:  Phantom
      Plan - Award Agreement Amendment





Dear
      Mr.
      Montgomery:





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 and 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 the Phantom Incentive Unit Award Agreement or the Phantom Additional Unit
      Award Agreement, as applicable.)




*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 Phantom
      Incentive Units and the portion of Phantom Additional Units that represents
      shares of Common Stock (collectively, “Common Units”), shall be assigned a cash
      value, calculated by multiplying $10.00 by the number of Common Units credited
      to your Account on the date of this letter, and, at all times after the date
      of
      this letter, denominated in U.S. dollars rather than Common Stock or any other
      form of real or phantom equity. This portion of your Account shall be referred
      to in this letter as the “Common Account.” After the date of this letter, 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 to an “Account” in this letter, in the Phantom Plan, in your
      Phantom Incentive Unit Award Agreement or in your Phantom Additional Unit Award
      Agreement, the arrangements represented by your Awards under the Phantom Plan,
      as modified by this letter, remain nonqualified deferred compensation
      arrangements. To the extent that any provisions of the Phantom Plan, the Phantom
      Incentive Unit Award Agreement or your Phantom Additional 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, equity effective on and after the
      date of this letter 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
      Awards.




*
      *
      *




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




Pl y
      Gem
      Prime Holdings, Inc.







By:
      ___________________________


Name:
      Shawn K. Poe


Title:
      Chief Financial Officer




Accepted
      and Agreed to:








By:
      __________________________


Mark
      Montgomery