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                                                                   EXHIBIT 10.10


                           CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is made and entered into as
of January 1, 2003, by and between Atrium Corporation (f/k/a D and W Holdings,
Inc.), a Delaware corporation (together with its successors and assigns
permitted hereunder, the "Company"), Atrium Companies, Inc., a Delaware
corporation ("ACI"), and Jeff L. Hull (the "Executive").

                                    RECITALS

A.   The Board of Directors of the Company (the "Board") determined that it is
     in the best interest of the Company, its subsidiaries and its stockholders
     for the Company to enter into this Agreement for purposes of the Company
     establishing a bonus for the Executive upon the occurrence of a change of
     control of the Company on the terms and conditions set forth herein.

B.   The Company has simultaneously entered into an Employment Agreement dated
     as of January 1, 2003 ("Employment Agreement") with the Executive, which
     provides for the Executive's employment with the Company. This Change of
     Control Agreement provides additional compensation to the Executive. All
     capitalized terms not defined herein shall have the meanings ascribed to
     them in the Employment Agreement.

                                   AGREEMENTS

NOW, THEREFORE, in consideration of the respective agreements and covenants set
forth herein and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

1.   CONTINUED EMPLOYMENT FOLLOWING A CHANGE OF CONTROL IF REQUESTED BY THE
     COMPANY

     In the event a Change of Control occurs, the Executive agrees, if so
     requested by the Company, to remain employed with the Company after the
     Change of Control for a period not to exceed the remaining term of the
     Employment Agreement. if the remaining term of the Employment Agreement is
     less than twenty-four (24) months, the Executive agrees to enter into a new
     employment agreement on reasonably substantially equivalent terms as those
     contained in the Employment Agreement for a period not to exceed
     twenty-four (24) months.

2.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

     (a)  Change of Control. Except as provided in clause (b) or (c) of this
          Section 2, upon the occurrence of a Change of Control (including,
          without limitation, if the Executive's employment under the Employment


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          Agreement is terminated by the Company without Cause or by the
          Executive for Good Reason on or after the date that is 24 months prior
          to the date of the occurrence of the Change of Control), the Company
          shall pay, in a lump sum in cash within ten (10) days after the
          occurrence of the Change of Control, the Change of Control Payment in
          the amount provided in (and as defined in) Schedule A hereto plus any
          amount required under clause (d) of this Section 2.

     (b)  Termination Without Cause or For Good Reason. If the Executive's
          employment under the Employment Agreement is terminated more than 24
          months prior to the occurrence of a Change of Control by the Company
          without Cause or by the Executive for Good Reason, then no amount
          shall be payable by the Company under this Agreement.

     (c)  With Cause or Without Good Reason. If upon or at any time prior to the
          occurrence of a Change of Control, the Executive's employment under
          the Employment Agreement is terminated by the Company with Cause or by
          the Executive without Good Reason, then no amount shall be payable by
          the Company under this Agreement.

     (d)   Gross-up Payment. In the event that any payments or benefits either
          under this agreement or otherwise (together, the "Payments") to which
          the Executive is entitled from his employment with the Company, will
          be subject to the excise tax imposed by section 4999 of the Internal
          Revenue Code or any successor provision ("section 4999"), the Company
          will, prior to the date on which any amount of the excise tax must be
          paid or withheld, make an additional lump-sum payment (the "gross-up
          payment") to the Executive as described in the immediately succeeding
          sentence; provided that the Executive shall not be entitled to this
          gross-up payment if a reduction in the Payments (the "section 4999
          Reduction Amount") to the largest amount that would not be subject to
          excise taxes under section 4999 would provide the Executive with an
          amount (net of federal, state, and local income taxes) greater than or
          equivalent to the amount of the unreduced Payments (net of all
          federal, state and local income taxes, and excise taxes); provided,
          however, that the immediately preceding proviso shall not apply if the
          section 4999 Reduction Amount would exceed 10% of the unreduced
          Payments. If payable, the gross-up payment will be sufficient, after
          giving effect to all federal, state and other taxes and other charges
          (including interest and penalties, if any) with respect to the
          gross-up payment, to make the Executive whole for all taxes (including
          withholding taxes) and any associated interest and penalties imposed
          under or as a result of section 4999. Any tax determinations required
          under this paragraph shall be computed at the highest applicable
          marginal tax rate, and shall be made in writing by the Company's


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          independent accountants, whose determination shall be conclusive and
          binding for all purposes on the parties and their successors. The
          Company shall provide the Executive with a detailed accounting of the
          underlying assumptions and calculations.

     (e)  Full Settlement; Mitigation. In no event shall the Executive be
          obligated to seek other employment or take any other action by way of
          mitigation of the amounts payable to the Executive under Clause (a) of
          this Section 2 and such amounts shall not be reduced whether or not
          the Executive obtains other employment.

3.   SUCCESSORS

     The Company may assign its rights and obligations under this Agreement to
     any successor to all or substantially all the assets of the Company, by
     merger or otherwise, and may assign or encumber this Agreement and its
     rights hereunder as security for indebtedness of the Company and its
     affiliates. All covenants, terms, conditions and provisions of this
     Agreement shall be binding upon and inure to the benefit of, and be
     enforceable by the respective heirs, legal representatives, successors and
     permitted assigns of the Company and Executive. Neither this Agreement nor
     any rights, interests or obligations hereunder may be assigned by the
     Executive without the prior written consent of the Company.

4.   ACI

     At any time during the Employment Period, any of the obligations of the
     Company to make payments under Section 2(a) of this Agreement may, at the
     sole discretion of the Company (subject to the approval of the Board), be
     discharged and satisfied by ACI.

5.   MISCELLANEOUS

     (a)  Construction. This Agreement shall be deemed drafted equally by both
          the parties. Its language shall be construed as a whole and according
          to its fair meaning. Any presumption or principle that the language is
          to be construed against any party shall not apply. The headings in
          this Agreement are only for convenience and are not intended to affect
          construction or interpretation. Any references to paragraphs,
          subparagraphs, sections or subsections are to those parts of this
          Agreement, unless the context clearly indicates to the contrary. Also,
          unless the context clearly indicates to the contrary, (a) the plural
          includes the singular and the singular includes the plural; (b) "and"
          and "or" are each used both conjunctively and disjunctively; (c)
          "any," "all," "each," or "every" means "any and all," and "each and
          every"; (d) "includes" and "including" are each "without limitation";
          (e) "herein," "hereof,"


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          "hereunder" and other similar compounds of the word "here" refer to
          the entire Agreement and not to any particular paragraph,
          subparagraph, section or subsection; and (f) all pronouns and any
          variations thereof shall be deemed to refer to the masculine,
          feminine, neuter, singular or plural as the identity of the entities
          or persons referred to may require.

     (b)  Notices. All notices and other communications hereunder shall be in
          writing and shall be given by hand delivery to the other party or by
          registered or certified mail, return receipt requested, postage
          prepaid, addressed as follows:

          If to the Executive:             Jeff L. Hull
                                           941 Gibbs Crossing
                                           Coppell, Texas 75019
                                           Fax: (972) 304-5238

          If to the Company:               Atrium Corporation
                                           1341 West Mockingbird Lane
                                           Suite 1200W, Dallas Texas 75247
                                           Attention:  Philip Ragona, General
                                                       Counsel
                                           Fax: (214) 630 5001

                                           with copies to:

                                           Ardshiel, Inc.
                                           2 Greenwich Office Park
                                           Greenwich, Connecticut 06831
                                           Attention: Daniel T. Morley
                                           Fax: (203) 661-8210

                                           and to:

                                           Paul, Hastings, Janofsky & Walker LLP
                                           75 East 55th Street
                                           New York, New York 10022
                                           Attention:  Joel M. Simon
                                                       Marie Censoplano
                                           Fax: (212) 319-4090

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee.

     (c)  Enforcement. If any provision of this Agreement is held to be illegal,
          invalid or unenforceable under present or future laws effective during


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          the term of this Agreement, such provision shall be fully severable;
          this Agreement shall be construed and enforced as if such illegal,
          invalid or unenforceable provision had never comprised a portion of
          this Agreement; and the remaining provisions of this Agreement shall
          remain in full force and effect and shall not be affected by the
          illegal, invalid or unenforceable provision or by its severance from
          this Agreement. Furthermore, in lieu of such illegal, invalid or
          unenforceable provision there shall be added automatically as part of
          this Agreement a provision as similar in terms to such illegal,
          invalid or unenforceable provision as may be possible and be legal,
          valid and enforceable.

     (d)  Withholding. The Company shall be entitled to withhold from any
          amounts payable under this Agreement any federal, state, local or
          foreign withholding or other taxes or charges, which it is from time
          to time, required to withhold. The Company shall be entitled to rely
          on an opinion of counsel if any questions as to the amount or
          requirement of such withholding shall arise.

     (e)  No Waiver. No waiver by either party at any time of any breach by the
          other party of, or compliance with, any condition or provision of this
          Agreement to be performed by the other party shall be deemed a waiver
          of similar or dissimilar provisions or conditions at any time.

     (f)  Termination. Upon the occurrence and completion of the events
          described in Section 2(a), 2(b) or 2(c) hereof, this Agreement shall
          terminate.

     (g)  Complete Agreement. This Agreement constitutes the entire and complete
          understanding and agreement between the parties with respect to the
          subject matter hereof, and supersedes all prior and contemporaneous
          oral and written agreements, representations and understandings
          between the Executive and the Company, or its affiliates and
          subsidiaries (except for the Employment Agreement), which are hereby
          terminated. Other than as expressly set forth herein, the Executive
          and the Company acknowledge and represent that there are no other
          promises, terms, conditions or representations (oral or written)
          regarding any matter relevant hereto. This Agreement may be executed
          in two or more counterparts.

     (h)  Mediation; Arbitration

          (i)  The Company and the Executive shall mediate any claim or
               controversy arising out of or relating to this Agreement or any
               breach thereof if either of them requests mediation and gives
               written notice to the other (the "Mediation Notice"). Any notice
               given pursuant to the preceding sentence shall include a brief
               statement of the claim or controversy. If the Company and the


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               Executive do not resolve the claim or controversy within five (5)
               days after the date of the Mediation Notice, the Company and the
               Executive shall then use reasonable efforts to agree upon an
               independent mediator. If the Company and the Executive do not
               agree upon an independent mediator within ten (10) days after the
               date of the Mediation Notice, either party may request that
               JAMS/Endispute ("JAMS"), or a similar mediation service of a
               similar national scope if JAMS no longer then exists, appoint an
               independent mediator. The Company and the Executive shall share
               the costs of mediation equally and shall pay such costs in
               advance upon the request of the mediator or any party. Within ten
               (10) days after selection of the mediator, the mediator shall set
               the mediation. If the Company and the Executive do not resolve
               the dispute within thirty (30) days after the date of the
               Mediation Notice, the dispute shall be decided by arbitration as
               set forth below.

          (ii) Any claim or controversy arising out of or relating to this
               Agreement or any breach thereof shall be settled by arbitration
               if such claim or controversy is not settled pursuant to mediation
               as set forth above. The venue for any such arbitration shall be
               Dallas, Texas, or such other location as the parties may mutually
               agree. Except as expressly set forth herein, all arbitration
               proceedings under this Section 6(h)(ii) shall be undertaken in
               accordance with the Commercial Arbitration Rules of the American
               Arbitration Association (the "AAA") then in force. Only
               individuals who are (i) lawyers engaged full-time in the practice
               of law and (ii) on the AAA register of arbitrators shall be
               selected as an arbitrator. There shall be one arbitrator who
               shall be chosen in accordance with the rules of the AAA. Within
               twenty (20) days of the conclusion of the arbitration hearing,
               the arbitrator shall prepare written findings of fact and
               conclusions of law. Judgment on the written award may be entered
               and enforced in any court of competent jurisdiction. It is
               mutually agreed that the written decision of the arbitrator shall
               be valid, binding, final and non-appealable; provided however,
               that the parties hereto agree that the arbitrator shall not be
               empowered to award punitive damages against any party to such
               arbitration. The arbitrator shall require the non-prevailing
               party to pay the arbitrator's full fees and expenses or, if in
               the arbitrator's opinion there is no prevailing party, the
               arbitrator's fees and expenses will be borne equally by the
               parties thereto. In the event action is brought to enforce the
               provisions of this Agreement pursuant to this Section 16(h)(ii),
               the non-prevailing parties shall be required to pay the
               reasonable attorneys'


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               fees and expenses of the prevailing parties, except that if in
               the opinion of the court or arbitrator deciding such action there
               is no prevailing party, each party shall pay its own attorneys'
               fees and expenses.

     (i)  Choice of Law. This Agreement and the rights and obligations hereunder
          shall be governed by and construed in accordance with the laws of the
          State of Texas without reference to principles of conflicts of law of
          Texas or any other jurisdiction, and, where applicable, the laws of
          the United States.

     (j)  Amendment. This Agreement may not be amended or modified at any time
          except by a written instrument approved by the Board and executed by
          the Company and the Executive.

     (k)  Executive Acknowledgment. Executive acknowledges that he has read and
          understands this Agreement, is fully aware of its legal effect, has
          not acted in reliance upon any representations or promises made by the
          Company other than those contained in writing herein, and has entered
          into this Agreement freely based on his own judgment.



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         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from the Board, the Company has caused this
Agreement to be executed in its name on its behalf, as of the 1st day of January
2003.


                                       EXECUTIVE


                                       -----------------------------------
                                       Jeff L. Hull



                                       ATRIUM CORPORATION


                                       By:
                                          --------------------------------
                                       Name:
                                            ------------------------------
                                       Title:
                                             -----------------------------



                                       ATRIUM COMPANIES, INC.


                                       By:
                                          --------------------------------
                                       Name:
                                            ------------------------------
                                       Title:
                                             -----------------------------



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                                   SCHEDULE A

                  TO JEFF L. HULL'S CHANGE OF CONTROL AGREEMENT

    (a)  Executive shall be entitled to a change of control payment (the
         "Change of Control Payment") computed as follows:

    (b)  The Executive's Change of Control Payment shall be payable based upon
         achievement of the following targets:

         (i)   If the stockholders of the Company receive net proceeds per share
               of $850 or less for each share of common stock of the Company
               owned by them, the Executive shall receive a Change of Control
               Payment of $1,250,000.

         (ii)  If the stockholders of the Company receive net proceeds per share
               of greater than $850 but less than $992 for each share of common
               stock of the Company owned by them, the Executive shall receive a
               Change of Control Payment of $1,250,000 plus the product of 7.4%
               of the net proceeds per share exceeding $850 multiplied by the
               number of shares outstanding immediately prior to the Change of
               Control.

         (iii) If the stockholders of the Company receive net proceeds per share
               of equal to or greater than $992 for each share of common stock
               of the Company owned by them, the Executive shall receive a
               Change of Control Payment of $3,250,000 plus 5.6% of the net
               proceeds per share exceeding $992 multiplied by the number of
               shares outstanding immediately prior to the Change of Control.

         (iv)  For purposes of this Schedule A, (a) "net proceeds per share"
               shall mean the amount of cash and /or fair market value of any
               equity securities actually received by the stockholders of the
               Company or any of their respective affiliates or designees for
               each share of common stock of the Company owned by them and (b)
               references to "the number of shares outstanding immediately prior
               to the Change of Control" shall give effect to the exercise of
               all warrants and options to acquire shares that are in-the-money
               at such time.