**RETIREMENT
      AND CONSULTING AGREEMENT**




This
      Retirement and Consulting Agreement (this “ Agreement ”)
      is
      entered into effective as of October 13, 2006 (the “ Effective
      Date ”)
      by and
      between the “Company,” “Ply Gem Holdings,” “PIHI”, “Prime Holdings,” Lee Meyer
      (the “ Executive ”)
      and,
      for purposes of Section IID only, the Meyer Family Investment, L.P (the
“ Meyer
      Family Trust ”).
      For
      purposes of this Agreement, (i) “ PIHI ”
shall
      mean Ply Gem Investment Holdings, Inc., a Delaware corporation, (ii)
“ Ply
      Gem Holdings ”
shall
      mean Ply Gem Holdings, Inc., a Delaware corporation and wholly-owned subsidiary
      of PIHI, (iii) “ Prime
      Holdings ”
shall
      mean Ply Gem Prime Holdings, Inc., a Delaware corporation and parent of PIHI,
      and (iv) the “ Company ”
shall
      mean Ply Gem Industries, Inc., a Delaware corporation and wholly-owned
      subsidiary of Ply Gem Holdings.




WHEREAS,
      the Executive is currently employed by the Company and holds the positions
      of
      Chief Executive Officer and President of each of PIHI, Ply Gem Holdings, Prime
      Holdings and the Company (collectively, the “ Companies ”);
      and




WHEREAS,
      the Companies and the Executive have agreed that the Executive’s employment with
      the Company shall terminate, and the Executive shall resign from his positions
      as Chief Executive Officer and President of the Companies, in each case,
      effective as of the Effective Date; and




WHEREAS,
      the Companies desire to provide the Executive with certain benefits upon the
      Executive’s retirement from employment with the Companies, in exchange for the
      Executive’s agreement to provide certain consulting services to the Companies
      after such termination, comply with certain restrictive covenants in favor
      of
      the Companies and release certain claims against the Companies and their
      subsidiaries, parents, shareholders and their respective executives, officers,
      directors, partners, members and agents, on the terms and subject to the
      conditions more fully set forth in this Agreement.




NOW
      THEREFORE, in consideration of the promises, mutual covenants and other good
      and
      valuable consideration set forth in this Agreement, the receipt and sufficiency
      of which is hereby acknowledged, the Executive and the Companies agree as
      follows:




I.  Termination
      of Employment; Resignation from Positions




The
      Executive’s employment by the Company and any and all titles, positions and
      appointments the Executive holds with the Companies or any of their subsidiaries
      (collectively with the Companies, the “ Company
      Group ”),
      whether as an officer, director, employee, consultant **** (except
      pursuant to Section III of this Agreement) ,
      agent
      or otherwise (including, without limitation, as Chief
      Executive Officer and President and as a member of the Board of Directors of
      each of the Companies) shall cease as of the Effective Date.  Effective
      as of the Effective Date, the Executive shall have no authority to act on behalf
      of any member of the Company Group and shall not hold himself out as having
      such
      authority, enter into any agreement or incur any obligations on behalf of any
      member of the Company Group, commit any member of the Company Group in any
      manner or otherwise act in an executive or other decision-making capacity with
      respect to any member of the Company Group. The Executive agrees to make himself
      available to provide consulting services pursuant to the terms of Section III
      of
      this Agreement.




**IRS
          Circular 230 disclosure** **:
          To ensure compliance with requirements imposed by the IRS, we inform you
          that
          any U.S. federal tax advice contained in this document is not intended
          or
          written to be used, and cannot be used, for the purpose of (i) avoiding
          penalties under the Internal Revenue Code or (ii) promoting, marketing
          or
          recommending to another party any transaction or matter that is contained
          in
          this document.**
 
 Doc
          #:NY7:103390.11











II.  Payments
      and Benefits




In
        consideration for the Executive’s entering into this Agreement, specifically
        including the restrictive covenants contained in Section VI of this Agreement
        and the Executive’s execution on the Effective Date of a release of claims
        substantially in the form attached to this Agreement as Exhibit A (the “Release”),
        the Executive shall be entitled to receive the payments and benefits described
        in Sections IIA, IIB and IIC of this Agreement, subject to the
        Executive’s (i) executing the Release on the Effective Date and not revoking the
        Release before expiration of the seven-day revocation period described therein,
        and (ii) continued compliance with the covenants set forth in Section VI
        of this
        Agreement on the terms described in Section VIH of this
        Agreement.




A.  Continued
      payment during the period commencing on the Effective Date and ending on the
      second anniversary of the Effective Date (the “ Consulting
      Period ”)
      of the
      Executive’s annual base salary in effect immediately prior to the Effective Date
      (which, for the avoidance of doubt, shall not include any amounts in respect
      of
      any car allowance or payments for any other perquisites or benefits for the
      Executive), in 24 equal monthly installments during the Consulting
      Period;




B.  Medical
      and dental benefit coverage during the Consulting Period; provided that, with
      respect to the period commencing on the Effective Date and ending on the date
      on
      which the Executive’s coverage under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“ COBRA ”)
      terminates as provided by law, such coverage shall be provided in the form
      of
      payment by the Company of the Executive’s and his dependents’ COBRA premiums,
      and, with respect to any portion of the Consulting Period that continues after
      COBRA coverage terminates, the Company shall provide such additional coverage
      by
      either allowing the Executive to continue to participate in the Company’s
      medical and dental plans at the Company’s sole cost, or, if such continued
      participation is not permitted by the plan or by an insurance policy paying
      for
      benefits under the plan or if such continued participation would have an adverse
      impact on the tax-free nature of the medical and dental benefits provided to
      any
      other participant in the plan, then, the Company agrees to provide such coverage
      by purchasing for the Executive a medical and dental insurance policy that
      provides coverage that is as comparable as is commercially available to the
      coverage under the medical and dental plans in e ffect
      as
      of the Effective Date .
      If the
      Executive is required to pay tax with respect to the premium paid by the Company
      for such insurance policy, the Company shall pay the Executive 25% of the total
      amount of such taxable
      premium ;




C.  Payment
      by Prime Holdings of the “Stock Repurchase Amount”, subject to and in accordance
      with the terms and
      conditions of this Section II C .




2


1.  *Stock
      Repurchase Amount Definition* .
      The
“ Stock
      Repurchase Amount ”
shall
      be an amount that constitutes the repurchase by Prime Holdings of the 112,800
      shares (the “ Sweet
      Equity Shares ”)
      of
      common stock, par value $0.01 per share, of Prime Holdings (“ Prime
      Holdings Common Stock ”)
      held
      by the Meyer Family Trust as of the Effective Date, and that were: (i) initially
      acquired by the Executive as 112,800 shares of common stock, par value $0.01
      per
      share, of PIHI (“ PIHI
      Common Stock ”)
      pursuant to an agreement between PIHI and the Executive dated July 28, 2005
      pursuant to which 112,800 phantom incentive stock units awarded to the Executive
      by PIHI on February 12, 2004 pursuant to the Ply Gem Investment Holdings, Inc.
      Phantom Plan (which was assumed by Prime Holdings in connection with the
      transactions contemplated by the Agreement and Plan of Merger and Contribution,
      dated February 24, 2006, by and between the Companies, Ply Gem Merger Sub,
      Inc.,
      a Delaware corporation and then a wholly-owned subsidiary of Prime Holdings,
      and
      certain executives of AWC Holding Company (the “ Merger
      and Contribution Agreement ”),
      and
      amended and restated as the Ply Gem Prime Holdings, Inc. Amended and Restated
      Phantom Stock Plan (the “ Phantom
      Plan ”))
      cancelled in exchange for the grant to the Executive of 112,800 shares of PIHI
      Common Stock, (ii) transferred by the Executive to the Meyer Family Trust on September
      28, 2005,
      and (iii) converted into the Sweet Equity Shares pursuant to the transactions
      contemplated by the Merger and Contribution Agreement.




(a)  *Stock
      Repurchase Amount Calculation* . The
      Stock
      Repurchase Amount shall be $1,128,000, which represents the product of 112,800
      (the number of Sweet Equity Shares) and $10.00.




2.  *Timing
      of Payment* .
      The
      Stock Repurchase Amount shall be paid to the Executive as soon as reasonably
      practicable following the expiration of the revocation period set forth in
      the
      Release, subject to the Executive’s not having revoked the Release as of such
      date.




3.  *Stock
      Repurchase Amount Upon Release Revocation, Other Executive
      Breach* .
      If the
      Executive revokes the Release or otherwise breaches any of his obligations
      under
      this Agreement prior to the payment of the Stock Repurchase Amount, then this
      Section IIC shall be null and void, and the terms of the Ply
      Gem
      Prime Holdings, Inc. Stockholders Agreement, dated as of February 24, 2006,
      by
      and between Prime Holdings, PIHI, Caxton-Iseman (Ply Gem), L.P. and certain
      other investors in and management stockholders of Prime Holdings, as amended
      from time to time (the “ Stockholders
      Agreement ”) shall
      govern any rights of the Executive in respect of the Prime Holdings Common
      Stock.




4.  *PIHI
      Call* .
      The
      Stock Repurchase Amount shall only be paid pursuant to this Section IIC
      following PIHI’s purchase of 112,800 shares of PIHI Common Stock from Prime
      Holdings, at a purchase price per share equal to the
      amount described in Section IIC2 above, pursuant
      to PIHI’s exercise of its “Call Right” set forth in the
      Stockholders’ Agreement, which purchase shall occur immediately prior to the
      repurchase contemplated by paragraph 1 of this Section IIC. ****




D.  Other
      Equity Holdings .
      The
      Executive acknowledges and agrees that, as of the Effective Date, in addition
      to
      the Sweet Equity Shares, the Executive holds (i) 8,780 shares of Prime Holdings
      Common Stock and 4,724 shares of senior preferred stock, par value $0.01 of
      Prime Holdings (“ Prime
      Holdings Senior Preferred Stock ”),
      which
      the Executive initially purchased as shares of PIHI Common Stock and shares
      of
      senior preferred stock, par value $0.01 per share, of PIHI (“ PIHI
      Senior Preferred Stock ”),
      pursuant to the Ply Gem Investment Holdings, Inc. Subscription Agreement -
      Strip, dated as of August 27, 2004, by and between PIHI and the Executive (the
      “ Subscription
      Agreement ”),
      and
      which were converted into 8,780 shares of Prime Holdings Common Stock and 4,724
      shares of Prime Holdings Senior Preferred Stock, respectively, in connection
      with the transactions contemplated by the Merger and Contribution Agreement,
      and
      (ii) 31,766
      shares of Prime Holdings Common Stock, which the Executive purchased on
      September 25




3


E.  ,
      2006 in
      connection with the termination of his award of phantom additional units under
      the Phantom Plan. The
      Companies and the Executive agree that the Stockholders’ Agreement shall remain
      in full force and effect with respect to the holdings described in the preceding
      sentence. The Executive acknowledges and agrees that, except as set forth in
      this Section II, as of the Effective Date, the Executive does not hold any
      outstanding shares of Prime Holdings Common Stock, Prime Holdings Senior
      Preferred Stock, PIHI Common Stock, PIHI Senior Preferred Stock, phantom
      incentive stock units, phantom additional units, stock options or other
      equity-based compensation awards or hold or have any rights relating to any
      other securities of Prime Holdings or PIHI or any member of the Company
      Group.




F.  The
      Executive’s annual cash bonus for the 2006 fiscal year, calculated based on
      actual performance during 2006, pro-rated based on the Executive’s employment
      with the Company during 2006 until the Effective Date (the “ Pro-Rated
      Bonus ”),
      and
      payable at such time as annual cash bonuses in respect of fiscal year 2006
      are
      paid to other senior executives of the Company; provided, that, the bonus shall
      be paid in no event later than the date that is 2 1⁄2 months after the end of the
      2006 fiscal year.




G.  As
      soon
      as reasonably practicable following the Effective Date or such earlier date
      as
      may be required by applicable state statute or regulation, (i) any annual base
      salary earned but unpaid through the Effective Date, (ii) payment in respect
      of
      any vacation time that is accrued but unused through the Effective Date, and
      (iii) reimbursement for all un-reimbursed business expenses properly incurred
      by
      the Executive in accordance with policies of the Companies prior to the
      Effective Date and not yet reimbursed by any of the Companies; provided, that,
      the Executive must submit to the applicable Company, within 30 days after the
      Effective Date, any outstanding expense reports within his possession, and
      the
      Executive shall not receive reimbursement in respect of any expense reports
      submitted after such date. For the avoidance of doubt, the payments described
      in
      this Section IIF are not intended to result in any duplication of any
      payments or benefits described in this Agreement or any compensation or benefits
      plans, policies, programs, agreements or arrangements of any of the
      Companies.




H.  All
      benefits accrued up to the Effective Date, to the extent vested, under all
      employee benefit plans of the Companies and any members of the Company Group
      in
      accordance with the terms of such plans, except for under the Ply
      Gem
      Industries, Inc. Change in Control Severance Benefit Plan for Key Employees,
      dated October 30, 2003, as amended for the Executive, dated February 12, 2004
      (the “ Change
      in Control Plan ”), the
      Stockholders Agreement, the Ply Gem Investment Holdings, Inc. 2004 Stock Option
      Plan or under any plan, policy, program, practice, agreement or arrangement
      that
      provides for severance or separation pay or benefits or for any equity-based
      compensation award.




4


I.  Full
      Satisfaction




The
      Executive acknowledges and agrees that the Executive is not entitled to any
      other compensation or benefits from any of the Companies or any member of the
      Company Group (including without limitation any severance or retirement
      compensation or benefits), and as of and after the Effective Date, the Executive
      shall no longer participate in, accrue service credit or have contributions
      made
      on his behalf under any employee benefit plan sponsored by any member of the
      Company Group in respect of periods commencing on and following the Effective
      Date, including without limitation any plan which is intended to qualify under
      Section 401(a) of the Internal Revenue Code of 1986, as amended (a “ Qualified
      Plan ”);
      provided, that, except as expressly provided herein, nothing in this Agreement
      shall constitute a waiver by the Executive of his rights to vested benefits,
      if
      any, under any Qualified Plan or under any group health plan of any of the
      Companies or to any other fringe benefits to which he may be entitled under
      applicable law in respect of his services to the Company prior to the Effective
      Date.




J.  Release




The
        payments and benefits described in Sections IIA, IIB and IIC above shall
        be
        contingent on the Executive’s entering into the Release and not revoking such
        Release during the applicable seven-day revocation period set forth therein.
        If
        the Executive revokes such Release during the period described in the
        immediately preceding sentence, this Agreement shall be void as of and following
        the Effective Date, and applicable provisions of the Change in Control Plan,
        the
        Stockholders Agreement and other employee benefit plans of the Companies
        or
        members of the Company Group shall apply.




K.  Continued
      Compliance with Certain Covenants




Upon
        a determination by the Boards of Directors of the Companies that the Executive
        has violated (i) the Employee’s Non-Disclosure Agreement, previously signed by
        the Executive (the “Non-DisclosureAgreement”),
        the Ply Gem Industries, Inc. Employee Information Agreement, (the “Employee
        Information Agreement”) or any of Sections VIB, VIC, VIE, VIF or VIG
        of this Agreement, the Companies shall be entitled to immediately cease paying
        any amounts remaining due or providing any payments or benefits to the Executive
        pursuant to Sections IIA,****IIB or IIC of this Agreement,
        and (ii) Section VIB of this Agreement, subject to applicable state law,
        the
        Companies shall be entitled to reclaim any amounts already paid to the Executive
        under Section IIA****of this Agreement.




III.  Consulting
      Services




A.  With
      respect to the Consulting Period, the Companies hereby retain the Executive,
      and
      the Executive hereby agrees to serve, as a consultant to the Companies, on
      the
      terms and subject to the conditions of this Section III. During the Consulting
      Period, the Executive shall, from time to time at the request of any of the
      Companies, upon reasonable advance notice, engage in those consulting services
      and activities as may be requested by such Company (the “ Consulting
      Services ”),
      at
      such times and places as mutually agreed upon by the Executive and the Company;
      provided that the aggregate time or times that the Executive provides Consulting
      Services to any of the Companies shall not exceed three days per any calendar
      quarter occurring during the Consulting Period, or such greater amount of time
      agreed to by the Executive.




5


B.  The
      Companies shall reimburse the Executive for all reasonable travel and related
      out-of-pocket expenses incurred by the Executive in performing the Consulting
      Services; provided that such expenses are incurred with the prior approval
      of
      the Companies, and the Executive provides the Companies with an itemized invoice
      of the expenses incurred.




C.  The
      Executive acknowledges that, during the Consulting Period, as a consultant,
      the
      Executive shall be an independent contractor and, by virtue of his being an
      independent contractor, shall not be eligible to actively participate in or
      accrue benefits under any employee benefit plan or program offered by any member
      of the Company Group to its employees; provided, however, that, subject to
      the
      terms of this Agreement, the Executive shall continue to receive the benefits
      set forth in Section IIA of this Agreement. The Parties agree that, during
      the
      Consulting Period, Executive shall be an independent contractor for purposes
      of
      all federal, state and local laws governing worker’s compensation
      insurance.




D.  In
      performing the Consulting Services, the Executive shall have no authority to
      act
      as an agent of any of the Companies, except on authority specifically so
      delegated in writing, and he shall not represent contrary to any person, and
      shall only consult, render advice and perform such tasks as the Executive deems
      are necessary to achieve the results specified by the Companies.




E.  The
      Executive acknowledges and agrees that he shall not be entitled to receive
      any
      compensation, fees or benefits in addition to those described in this Agreement
      in exchange for his agreement to provide the Consulting Services pursuant to
      this Section III.




IV.  Additional
      Consideration




The
      Executive acknowledges that, except with respect to the payments described
      in
      Section IIF of this Agreement, pursuant to this Agreement he is receiving
      consideration in addition to any amounts to which he would have otherwise been
      entitled but for this Agreement.




V.  Return
      of Company Property




No
        later than the Effective Date, the Executive shall return to the Companies
        all
        originals and copies of papers, notes and documents (in any medium, including
        computer disks), whether property of any member of the Company Group or not,
        prepared, received or obtained by the Executive during the course of, and
        in
        connection with, his employment with or services for the Companies or any
        member
        of the Company Group, and all equipment and property of any member of the
        Company Group which may be in the Executive’s possession or under his control,
        whether at the Company’s offices, the Executive’s home or elsewhere, including
        all such papers, work papers, notes, documents and equipment in the possession
        of the Executive. The Executive agrees that he and his family shall not retain
        copies of any such papers, work papers, notes and documents. Notwithstanding
        the
        foregoing, the Executive may retain copies of the Change in Control Plan,
        the
        Phantom Plan, the Stockholders Agreement and any employment, compensation
        or
        benefits agreements between the Executive and any of the Companies, this
        Agreement and any employee benefit plan materials distributed generally to
        participants in any such plan by the Companies. On the Effective Date, all
        telephone and other accounts being paid by the Companies on the Executive’s
        behalf shall be terminated and all company credit cards shall be returned
        to the
        Companies and canceled. To the extent any charges are made by the Executive
        using company accounts or credit cards after the Effective Date, such charges
        will be solely the Executive’s responsibility.




6


VI.  Restrictive
      Covenants




A.  Survival
      of Non-Disclosure Agreement; Employee Information Agreement; Ply Gem Code of
      Ethics




Notwithstanding
        anything to the contrary in this Agreement, the covenants and other provisions
        set forth in the Non-Disclosure Agreement, the Employee Information Agreement,
        the Ply Gem Industries, Inc. Code of Ethics as constituted on the Effective
        Date (the “Ply
        Gem Code of Ethics”) and Section 6.3 of the Stockholders Agreement
        that expressly survive termination of the Executive’s employment shall survive
        the Effective Date and be effective for the periods described
        therein.




B.  Non-Competition/Non-Solicitation




The
      Executive acknowledges and recognizes the highly competitive nature of the
      businesses of the Company and its subsidiaries and controlled affiliates and
      accordingly agrees as follows:




1.  During
      the period commencing on the Effective Date and ending on the second anniversary
      of the Effective Date (the “ Restricted
      Period ”),
      or
      such longer period as described in the last sentence of Section VIH of this
      Agreement, the Executive will not, directly or indirectly,  (a)
      engage in any “Competitive Business” (defined below) for the Executive’s own
      account, (b) enter the employ of, or render any services to, any person engaged
      in any Competitive Business, (c) acquire a financial interest in, or otherwise
      become actively involved with, any person engaged in any Competitive Business,
      directly or indirectly, as an individual, partner, shareholder, officer,
      director, principal, agent, trustee or consultant, or (d) interfere with
      business relationships between the Company and customers or suppliers of, or
      consultants to, the Company.




2.  For
      purposes of this Section VIB, a “Competitive Business” means, as of any date,
      including during the Restricted Period, any person or entity (including any
      joint venture, partnership, firm, corporation or limited liability company)
      that
      engages in or proposes to engage in the following activities in any geographical
      area in which the business unit for which the Executive works does business:
      the
      manufacture and sale of vinyl, aluminum or wood windows and doors; vinyl, metal
      or composite siding and accessories; and vinyl or composite fencing and
      decking.




3.  For
      purposes of Section VIB of this Agreement, the Company shall be construed to
      include the Company and its subsidiaries and controlled affiliates.




4.  Notwithstanding
      anything to the contrary in this Agreement, the Executive may, directly or
      indirectly, own, solely as an investment, securities of any person engaged in
      the business of the Company which are publicly traded on a national or regional
      stock exchange or on the over-the-counter market if the Executive (A) is not
      a
      controlling person of, or a member of a group which controls, such person and
      (B) does not, directly or indirectly, own one percent (1%) or more of any class
      of securities of such person.




7


5.  During
      the Restricted Period, the Executive will not, directly or indirectly, without
      the Company’s written consent, solicit or encourage to cease to work with the
      Company any employee or any consultant of the Company or any person who was
      an
      employee of or consultant then under contract with the Company within the
      six-month period preceding such activity. In addition, during the Restricted
      Period, the Executive will not, without the Company’s written consent, directly
      or indirectly hire any person who is or who was, within the six-month period
      preceding such activity, an employee of the Company.




6.  The
      Executive understands that the provisions of this Section VIB may limit the
      Executive’s ability to earn a livelihood in a business similar to the business
      of the Company, but the Executive nevertheless agrees and hereby acknowledges
      that (a) such provisions do not impose a greater restraint than is necessary
      to
      protect the goodwill or other business interests of the Company, (b) such
      provisions contain reasonable limitations as to time and scope of activity
      to be
      restrained, (c) such provisions are not harmful to the general public and (d)
      such provisions are not unduly burdensome to the Executive. In consideration
      of
      the foregoing and in light of the Executive’s education, skills and abilities,
      the Executive agrees that he shall not assert that, and it should not be
      considered that, any provisions of Section VIB of this Agreement otherwise
      are
      void, voidable or unenforceable or should be voided or held
      unenforceable.




7.  It
      is
      expressly understood and agreed that, although the Executive and the Company
      consider the restrictions contained in this Section VIB to be reasonable, if
      a
      judicial determination is made by a court of competent jurisdiction that the
      time or territory or any other restriction contained in this Section VIB or
      elsewhere in this Agreement is an unenforceable restriction against the
      Executive, the provisions of the Agreement shall not be rendered void but shall
      be deemed amended to apply as to such maximum time and territory and to such
      maximum extent as such court may judicially determine or indicate to be
      enforceable. Alternatively, if any court of competent jurisdiction finds that
      any restriction contained in this Agreement is unenforceable, and such
      restriction cannot be amended so as to make it enforceable, such finding shall
      not affect the enforceability of any of the other restrictions contained
      herein.




C.  Nondisparagement




1.  The
      Executive agrees (whether before or after the Effective Date) not to issue,
      circulate, publish or utter any false or disparaging statements, remarks or
      rumors about any of the Companies or any member of the Company Group or any
      of
      their respective shareholders, officers, directors or managers, other than
      to
      the extent reasonably necessary in order to (i) assert a bona fide claim against
      any of the Companies or any member of the Company Group arising out of the
      Executive’s employment with the Companies, or (ii) respond in a truthful and
      appropriate manner to any legal process or give truthful and appropriate
      testimony in a legal or regulatory proceeding.




8


2.  The
      Companies agree to instruct their respective shareholders, officers, directors
      and managers, (whether before or after the Effective Date) not to issue,
      circulate, publish or utter any false or disparaging statements, remarks or
      rumors about the Executive other than to the extent reasonably necessary in
      order to (i) assert a bona fide claim against the Executive arising out of
      the
      Executive’s employment with the Companies, or (ii) respond in a truthful and
      appropriate manner to any legal process or give truthful and appropriate
      testimony in a legal or regulatory proceeding.




D.  Company
      Policies




The
      Executive agrees to abide by the terms of any policies or codes of conduct
      of
      the Companies that (i) expressly apply
      to
      the Executive after
      termination of employmen t,
      or
      (ii) during the Consulting Period apply to consultants to the
      Companies.




E.  Confidentiality




The
        Executive shall not, without the prior written consent of the Companies,
        use,
        divulge, disclose or make accessible to any other person, firm, partnership,
        corporation or other entity, any “Confidential Information” (as defined below)
        except while employed by the Companies, in furtherance of the business of
        and
        for the benefit of the Companies, or any “Personal Information” (as defined
        below); provided that the Executive may disclose such information in any
        proceeding in which he is making a bona fide claim against the Companies
        or
        defending any claim of the Companies,****when required to do
        so by a court of competent jurisdiction, by any governmental agency having
        supervisory authority over the business of the Companies and/or any member
        of
        the Company Group, as the case may be, or by any administrative body or
        legislative body (including a committee thereof) with jurisdiction to order
        the
        Executive to divulge, disclose or make accessible such information; provided,
        further, that in the event that the Executive is ordered by a court or other
        government agency to disclose any Confidential Information or Personal
        Information, the Executive shall (i) promptly notify the Companies of such
        order, (ii) at the written request of the Companies, diligently contest such
        order at the sole expense of the Companies as expenses occur, and (iii) at
        the
        written request of the Companies, seek to obtain, at the sole expense of
        the
        Companies, such confidential treatment as may be available under applicable
        laws
        for any information disclosed under such order. For purposes of this Section
        VIE, (i) “Confidential
        Information” shall mean non-public information concerning the
        financial data, strategic business plans, product development (or other
        proprietary product data), customer lists, marketing plans and other non-public,
        proprietary and confidential information relating to the business of the
        Companies or any member of the Company Group or any of their customers, that,
        in
        any case, is not otherwise available to the public (other than by the
        Executive’s breach of the terms hereof) and (ii) “Personal
        Information” shall mean any information concerning the personal,
        social or business activities of the shareholders, officers or directors
        of the
        Companies.




9


F.  Developments




All
      discoveries, inventions, ideas, technology, formulas, designs, software,
      programs, algorithms, products, systems, applications, processes, procedures,
      methods and improvements and enhancements conceived, developed or otherwise
      made
      or created or produced by the Executive, alone or with others, and in any way
      relating to the business or any proposed business of the Companies of which
      the
      Executive has been made aware, or the products or services of the Companies
      of
      which the Executive has been made aware, whether or not subject to patent,
      copyright or other protection and whether or not reduced to tangible form,
      at
      any time during the Executive’s employment with the Companies or any member of
      the Company Group (“ Developments ”),
      shall
      be the sole and exclusive property of the Companies. The Executive agrees to,
      and hereby does, assign to the Companies, without any further consideration,
      all
      of the Executive’s right, title and interest throughout the world in and to all
      Developments. The Executive agrees that all such Developments that are
      copyrightable may constitute works made for hire under the copyright laws of
      the
      United States and, as such, acknowledges that the applicable Company is the
      author of such Developments and owns all of the rights comprised in the
      copyright of such Developments, and the Executive hereby assigns to the
      Companies, without any further consideration, all of the rights comprised in
      the
      copyright and other proprietary rights the Executive may have in any such
      Development to the extent that it might not be considered a work made for hire.
      The Executive shall make and maintain adequate and current written records
      of
      all Developments and shall disclose all Developments promptly, fully and in
      writing to the Companies promptly after development of the same, and at any
      time
      upon request.




G.  Cooperation




At
        any time after the date of the Executive’s
        termination of employment, the Executive agrees to reasonably cooperate (i)
        with
        the Companies in the defense of any legal matter involving any matter that
        arose
        during the Executive’s employment with the Companies and (ii) with all
        government authorities on matters pertaining to any investigation, litigation
        or
        administrative proceeding pertaining to the Companies. The Companies will
        reimburse the Executive for any earnings lost, and any reasonable travel
        and out
        of pocket expenses incurred, by the Executive in providing such
        cooperation.




H.  Enforcement




The
        Executive acknowledges and agrees that the Companies’ remedies at law for a
        breach or threatened breach of any of the provisions of Sections VIB, VIC,
        VIE
        and VIF of this Agreement would be inadequate, and, in recognition of this
        fact,
        the Executive agrees that, in the event of such a breach or threatened breach,
        in addition to any remedies at law, the Company, without posting any bond,
        shall
        be entitled to obtain equitable relief in the form of specific performance,
        temporary restraining order, temporary or permanent injunction or any other
        equitable remedy which may then be available. In addition, upon a determination
        by the Boards of Directors of the Companies that the Executive has violated
        (i)
        the Non-Disclosure Agreement, the Employee Information Agreement or any
        provision of Section VIB, VIC, VIE, VIF or VIG of this Agreement, the Companies
        shall be entitled to immediately cease paying any amounts remaining due or
        providing any benefits to the Executive pursuant to Sections
        IIB****or IIC of the Agreement, and (ii) with respect to
        the Executive’s violation of Section VIB of this Agreement, subject to
        applicable state law, the Company shall be entitled to reclaim any amounts
        already paid under Section IIB****of this Agreement, subject,
        in the case of clauses (i) and (ii), above, to payment of all such amounts
        upon
        a final determination that the Executive had not violated such Section. If
        the
        Executive breaches any of the covenants contained in Section VIB, VIC, VIE
        or
        VIF of this Agreement, and the Company Group obtains injunctive relief with
        respect thereto, the period during which the Executive is required to comply
        with that particular covenant shall be extended by the same period that the
        Executive was in breach of such covenant prior to the effective date of such
        injunctive relief.




10


VII.  Miscellaneous




A.  Entire
      Agreement .
      This
      Agreement is the entire agreement between the Executive and the Companies with
      respect to the subject matter hereof and contains all agreements, whether
      written, oral, express or implied, between the Executive and the Companies
      relating thereto and, effective as of the Effective Date, supersedes and
      extinguishes any other agreement relating thereto, whether written, oral,
      express or implied, between the Executive and any of the Companies, including,
      without limitation, the Change in Control Plan; provided, that (i) the
      Non-Disclosure Agreement, the Employee Information Agreement and the Ply Gem
      Code of Ethics shall not be superseded by this Agreement and shall remain in
      full force and effect, (ii) the continuing effect of the Stockholders Agreement
      and the Subscription Agreement, as applied to the Executive, sh all
      be as
      set forth in Section II of this
      Agreement, and (iii) the Executive’s awards under the Phantom Plan, including
      any amendments to such awards as of the Effective Date or amendments to such
      awards after the Effective Date shall not be superseded or amended in any way
      by
      this Agreement and all agreements and documents relating to the Executive’s
      awards under the Phantom Plan (and any aforementioned amendments) shall continue
      to be in full force and effect, and provided, further, that, no rights or
      obligations established under any superseded agreement and specifically
      preserved by this Agreement are extinguished. Other than this Agreement and
      as
      otherwise explicitly stated in this Agreement, including, without
      limitation, in Section II C
      of this
      Agreement and in clause (iii) of the preceding sentence, there are no agreements
      of any nature whatsoever between the Executive and any member of the Company
      Group that survive this Agreement.




B.  Modification .
      This
      Agreement may not be modified or amended, nor may any rights under it be waived,
      except in a writing signed and agreed to by the Companies and the Executive.




C.  Notices .
      Any
      notice given pursuant to the Agreement to any party hereto shall be deemed
      to
      have been duly given when mailed by registered or certified mail, return receipt
      requested, or by overnight courier, or when hand delivered as
      follows:




If
      to the
      Companies:




Ply
      Gem
      Prime Holdings, Inc.


P.O.
      Box
      1017


Kearney,
      MO 64060


Attention:
      Shawn Poe, Chief Financial Officer





Paul,
      Weiss, Rifkind, Wharton & Garrison LLP


1285
      Avenue of the Americas


New
      York,
      New York 10019-6064


Attention:
      Carl Reisner, Esq.




11


If
      to the
      Executive:




208
      Shawna Drive


Kearney,
      MO 64060




or
      at
      such other address as either party shall from time to time designate by written
      notice, in the manner provided herein, to the other party hereto.




D.  Successors;
      Death Benefit .
      The
      Agreement shall be binding upon and inure to the benefit of the Companies,
      the
      Executive and their respective heirs, successors and assigns. In the event
      the
      Executive dies at any time after the Effective Date and before any amounts
      payable to him under this Agreement are paid in full, the amounts remaining
      to
      be paid under Sections  IIA,
      II B ,
      IIC, II E and IIF
      of this Agreement at the time of his death shall be paid (at such times as
      such
      amounts would have been paid to the Executive **** and,
      with
      respect to Sections IIA and IIB, for the full Consulting Period )
      to his
      surviving spouse, if any, and otherwise to his estate.




E.  Taxes .
      Notwithstanding any other provision of this Agreement to the contrary, the
      Companies or any member of the Company Group, as applicable, may withhold from
      all amounts payable under this Agreement all federal, state, local and foreign
      taxes that are required to be withheld pursuant to any applicable laws and
      regulations. Notwithstanding anything to the contrary in Section III of this
      Agreement, the Companies and the Executive acknowledge that the payments
      described in Section II A of this
      Agreement shall be treated as wages for all income and employment tax purposes.
      The Executive shall be responsible for the payment of his portion of any and
      all
      required federal, state, local and foreign taxes incurred, or to be incurred,
      in
      connection with any amounts payable to the Executive under this Agreement.




F.  Severability .
      In the
      event that any provision of the Agreement is determined to be invalid or
      unenforceable, the remaining terms and conditions of the Agreement shall be
      unaffected and shall remain in full force and effect. In addition, if any
      provision is determined to be invalid or unenforceable due to its duration
      and/or scope, the duration and/or scope of such provision, as the case may
      be,
      shall be reduced, such reduction shall be to the smallest extent necessary
      to
      comply with applicable law, and such provision shall be enforceable, in its
      reduced form, to the fullest extent permitted by applicable law.




G.  Non-Admission .
      Nothing
      contained in the Agreement shall be deemed or construed as an admission of
      wrongdoing or liability on the part of the Executive or on the part of any
      member of the Company Group.




H.  No
      Mitigation .
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for pursuant to this Agreement by seeking other employment and, to the extent
      that the Executive obtains or undertakes other employment, the payment will
      not
      be reduced by the earnings of the Executive from the other
      employment.




12


I.  Governing
      Law .




THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED
      WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE
      CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE
      APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF DELAWARE.




Each
        party to this Agreement irrevocably agrees for the exclusive benefit of the
        other that any and all suits, actions or proceedings relating to Section
        VIB of
        this Agreement (collectively, “Actions”
        and, individually, an “Action”) may
        be maintained in either the courts of the State of Delaware or the federal
        District Courts sitting in Wilmington, Delaware (collectively, the “Chosen
        Courts”) and that the Chosen Courts shall have jurisdiction to
        hear and determine or settle any such Action and that any such Actions may
        be
        brought in the Chosen Courts. Each party irrevocably waives any objection
        that
        it may have now or hereafter to the laying of the venue of any Actions in
        the
        Chosen Courts and any claim that any Actions have been brought in an
        inconvenient forum and further irrevocably agrees that a judgment in any
        Action
        brought in the Chosen Courts shall be conclusive and binding upon it and
        may be
        enforced in the courts of any other jurisdiction.




Each
      party to this Agreement agrees that this Agreement involves at least $100,000
      and that this Agreement has been entered into in express reliance on Section
      2708 of Title 6 of the Delaware Code. Each of the parties to this Agreement
      irrevocably and unconditionally agrees (i) that, to the extent such party is
      not
      otherwise subject to service of process in the State of Delaware, it will
      appoint (and maintain an agreement with respect to) an agent in the State of
      Delaware as such party’s agent for acceptance of legal process and notify the
      other parties hereto of the name and address of said agent, (ii) that service
      of
      process may also be made on such party by pre-paid certified mail with a
      validated proof of mailing receipt constituting evidence of valid service sent
      to such party at the address set forth in this Agreement, as such address may
      be
      changed from time to time pursuant hereto, and (iii) that service made pursuant
      to clause (i) or (ii) above shall, to the fullest extent permitted by applicable
      law, have the same legal force and effect as if served upon such party
      personally within the State of Delaware.




J.  Waiver
      of Jury Trial .
      The
      Companies and the Executive each hereby waive any right to a trial by jury
      in
      any action, suit or other legal proceeding arising under or relating to any
      provision of this Agreement.




K.  Counterparts .
      The
      Agreement may be executed by one or more of the parties hereto on any number
      of
      separate counterparts and all such counterparts shall be deemed to be one and
      the same instrument. Each party hereto confirms that any facsimile copy of
      such
      party’s executed counterpart of the Agreement (or its signature page thereof)
      shall be deemed to be an executed original thereof.




**[Remainder
      of Page Intentionally Left Blank; Signature Page to
      Follow]**




13


IN
      WITNESS WHEREOF, the undersigned have executed the Agreement on the date first
      written above.




_________________________________


Lee
      Meyer




PLY
      GEM
      INDUSTRIES, INC.




_________________________________


Shawn
      Poe


Chief
      Financial Officer





PLY
      GEM
      HOLDINGS, INC.




By:_________________________________


Title:
      Chief Financial Officer




PLY
      GEM
      INVESTMENT HOLDINGS, INC.




By:_________________________________


Title:
      Chief Financial Officer




PLY
      GEM
      PRIME HOLDINGS, INC.




By:_________________________________


Title:
      Chief Financial Officer




For
      purposes of Section IIC only,




THE
      MEYER
      FAMILY INVESTMENT, L.P.




By:_________________________________


Title:





14


**RELEASE
      OF CLAIMS**




Ply
      Gem
      Prime Holdings, Inc., a Delaware corporation (“ Prime
      Holdings ”),
      Ply
      Gem Investment Holdings, Inc., a Delaware corporation and wholly-owned
      subsidiary of Prime Holdings (“ PIHI ”),
      Ply
      Gem Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of PIHI
      (“ Ply
      Gem Holdings ”),
      Ply
      Gem Industries, Inc., a Delaware corporation and wholly-owned subsidiary of
      Ply
      Gem Holdings (the “ Company ”),
      Lee
      Meyer (the “ Executive ”)
      and,
      for certain purposes only, the Meyer Family Investment, L.P (the “ Meyer
      Family Trust ”)
      are
      parties to a Retirement and Consulting Agreement, effective as of October 13,
      2006 (the “ Agreement ”),
      under
      which the parties mutually agreed to terminate the Executive’s employment with
      each of Prime Holdings, PIHI, Ply Gem Holdings and the Company (collectively,
      the “ Companies ”),
      effective upon the Effective Date, as defined in the Agreement. In consideration
      of the promises set forth in this Release and the Agreement, the Executive
      agrees as follows:




1.  Acknowledgment
      and Release




In
      consideration of the Companies’ execution of the Agreement, and except with
      respect to the Companies’ obligations arising under or preserved in the
      Agreement, the Executive, for and on behalf of himself and his heirs and
      assigns, hereby waives and releases all common law, statutory or other
      complaints, claims, charges or causes of action arising out of or relating
      to
      the Executive’s employment or termination of employment with, or his serving in
      any capacity in respect of, any member of the “ Company
      Group ”
(as
      defined in the Agreement), both known and unknown, in law or in equity, which
      the Executive may now have or ever had against any member of the Company Group
      or any shareholder, employee, director or officer of any member of the Company
      Group (collectively, the “ Releasees ”),
      including, without limitation, any complaint, charge or cause of action arising
      out of the Executive’s employment with the Company Group under the Age
      Discrimination in Employment Act of 1967 (the “ ADEA ,”
a
      law
      which prohibits discrimination on the basis of age), the National Labor
      Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities
      Act
      of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement
      Income Security Act of 1974, all as amended; and all other federal, state and
      local laws. By signing this Release the Executive acknowledges that he intends
      to waive and release all rights known or unknown he may have against the
      Releasees under these and any other laws; provided, that the Executive does
      not
      waive or release claims with respect to the right to enforce this Release or
      the
      Agreement.




The
      Executive acknowledges that he has not filed any complaint, charge, claim or
      proceeding against any of the Releasees before any local, state or federal
      agency, court or other body relating to his employment or the resignation
      thereof (each individually a “ Proceeding ”).
      The
      Executive represents that he is not aware of any basis on which such a
      Proceeding could reasonably be instituted.




The
      Executive (i) acknowledges that he will not initiate or cause to be initiated
      on
      his behalf any Proceeding and will not participate in any Proceeding, in each
      case, except as required by law; and (ii) waives any right he may have to
      benefit in any manner from any relief (whether monetary or otherwise) arising
      out of any Proceeding, including any Proceeding conducted by the Equal
      Employment Opportunity Commission (“ EEOC ”).
      Further, the Executive understands that by entering into this Release, he will
      be limiting the availability of certain remedies that he may have against the
      Companies and also limiting his ability to pursue certain claims against the
      Releasees. Notwithstanding the above, nothing in this Release shall prevent
      the
      Executive from (i) initiating or causing to be initiated on his behalf any
      complaint, charge, claim or proceeding against the Companies before any local,
      state or federal agency, court or other body challenging the validity of the
      waiver of his claims under ADEA contained in this Release (but no other portion
      of such waiver); or (ii) initiating or participating in an investigation or
      proceeding conducted by the EEOC with respect to ADEA.







The
      Executive acknowledges that he has been given 21 days from the date of receipt
      of this Release to consider all the provisions of this Release and he does
      hereby knowingly and voluntarily waive said given 21 day period. **THE
      EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS
      BEEN
      ADVISED BY THE COMPANIES TO CONSULT** **** **AN
      ATTORNEY, AND FULLY UNDERSTANDS THAT, BY SIGNING BELOW, HE IS GIVING UP CERTAIN
      RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES,
      AS DESCRIBED IN THIS RELEASE AND THE OTHER PROVISIONS HEREOF. THE EXECUTIVE
      ACKNOWLEDGES THAT HE HAS NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER
      TO SIGN THIS RELEASE, AND THE EXECUTIVE AGREES TO ALL OF ITS TERMS
      VOLUNTARILY.**




The
      Executive shall have seven days from the date of his execution of this Release
      to revoke this Release. If the Executive revokes this Release, the Executive
      will be deemed not to have accepted the terms of the Agreement, including any
      action required of the Companies after the Effective Date by any Section of
      the
      Agreement.




The
      Executive acknowledges that nothing in this Release shall constitute any
      admission of wrongdoing by the Companies or any Releasee.







_________________________________


Lee
      Meyer







Dated:  __________,
      200_