**Ply
      Gem Prime Holdings, Inc.**


**600
      West Major Street**


**Kearney,
      Missouri 64060**







September
      25, 2006





Michael
      P. Haley


910
      Mulberry Road


Martinsville,
      VA 24112





Re:  Phantom
      Additional Unit Award Agreement Amendment





Dear
      Mr.
      Haley:








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:
      __________________________


Michael
      P. Haley