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                                                                   EXHIBIT 10.10



                        ASSOCIATED MATERIALS INCORPORATED
                              INCENTIVE BONUS PLAN


         Associated Materials Incorporated, a Delaware corporation (the
"Company"), hereby adopts this Incentive Bonus Plan (this "Incentive Plan")
effective as of January 1, 1999.

         1. PURPOSE. The purpose of this Incentive Plan is to promote the
attainment of the Company's performance goals by providing incentive
compensation for officers and other certain designated key employees of the
Company and its Subsidiaries.

         2. DEFINITIONS. As used in this Incentive Plan, the following terms
have the following meanings when used herein with initial capital letters:

         (a) "Annual Incentive Award" means the incentive bonus earned by a
Participant pursuant to Section 5.

         (b) "Board" means the Board of Directors of the Company or, pursuant to
any delegation by the Board to the Compensation Committee pursuant to Section
12, the Compensation Committee.

         (c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         (d) "Compensation Committee" means a committee appointed by the Board
in accordance with the By-Laws of the Company consisting of at least two
Non-Employee Directors.

         (e) "Covered Employee" means a Participant who is, or is determined by
the Board to be likely to become, a "covered employee" within the meaning of
Section 162(m) of the Code (or any successor provision).

         (f) "Long-Term Incentive Award" means the incentive bonus, if any,
earned by a Participant pursuant to Section 6.

         (g) "Non-Employee Director" means a Director of the Company who is not
a full-time employee of the Company or any Subsidiary.

         (h) "Operating Unit" means the Company as a whole and each other
Subsidiary, division, plant, supply center, or other business unit of the
Company in which individuals employed thereby or therein have been approved to
participate in this Incentive Plan by the Board.

         (i) "Participant" means a person who is designated by the Board, to
receive benefits under this Incentive Plan and who is at the time an officer or
other key employee of the Company or any one or more of its Subsidiaries, or who
has agreed to commence serving in such capacity.

         (j) "Performance Goal" means the target level of performance for each
Performance Period for the Company as a whole and for each Operating Unit of the
Company and, where applicable, for an individual Participant, in each case as
established by the Board pursuant to Section 4. The Performance Goals applicable
to any Annual Incentive Award or Long-Term Incentive Award made to a Covered
Employee will be based solely upon one or more of the following measures of
performance:

                  1.       total sales;

                  2.       comparable supply center sales;

                  3.       gross margin;


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                  4.       pre-tax profit, before or after extraordinary items;

                  5.       operating or other expenses;

                  6.       earnings before interest and taxes ("EBIT");

                  7.       earnings before interest, taxes, depreciation and
                           amortization;

                  8.       net income;

                  9.       earnings per share;

                  10.      cash flow;

                  11.      return on investment (determined with reference to
                           one or more categories of income or cash flow and one
                           or more categories of assets, capital or equity); and

                  12.      stock price appreciation.

Performance Goals may be expressed with respect to the Company or one or more
other Operating Units and may be expressed in terms of absolute levels or
percentages or ratios expressing relationships between two or more of the
foregoing measures of performance (e.g., EBIT as a percentage of total sales),
period-to-period changes, relative to business plans or budgets, or relative to
one or more other companies or one or more indices. The two immediately
preceding sentences are intended to comply with the exception from Section
162(m) of the Code for qualified performance-based compensation, and will be
construed, applied and administered accordingly.

         (k) "Performance Period" means, in the case of determining Annual
Incentive Awards pursuant to Section 5, one fiscal year of the Company, and in
the case of determining Long-Term Incentive Awards pursuant to Section 6, a
period determined by the Board not longer than five consecutive fiscal years of
the Company. The initial Performance Period under this Incentive Plan will
commence on January 1, 1999. Any new Performance Period in each case would
commence on the first day of each fiscal year of the Company.

         (l) "Retirement" means a Participant's voluntary termination of
employment with the Company on or after attainment of age 65, or such other age
as may from time to time be established as the normal retirement date under the
Company's principal retirement plan in which the Participant is a participant,
and before being informed by the Company that his or her employment will be
terminated.

         (m) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (or any successor rule substantially to the
same effect), as in effect from time to time.

         (n) "Subsidiary" has the meaning specified in Rule 405 promulgated
under the Securities Act of 1933, as amended (or under any successor rule
substantially to the same effect).

         3. ELIGIBILITY. Except as otherwise provided in this Section 3, an
employee of the Company or one of its Subsidiaries will become a Participant for
a particular Performance Period if such employee is approved as a Participant by
the Board.

         4. PERFORMANCE GOALS. (a) The Board will approve for each Performance
Period the applicable Performance Goals for the Company and each other Operating
Unit, as well as for individual Participants in this Incentive Plan, where
appropriate, based upon the consolidated business plan of the Company. Such
Performance Goals will not be adjusted during a Performance Period, except that
such Performance Goals may be so adjusted to prevent dilution or enlargement of
any Annual Incentive Award or Long-Term Incentive Award as a result of
extraordinary events or circumstances as determined by the Board or to exclude
the effects of extraordinary, unusual or nonrecurring events, changes in
accounting principles, discontinued operations, acquisitions, divestitures and
material restructuring charges; provided, however, in the case of a Covered
Employee, that no such adjustment will


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be made if the effect of such adjustment would be to cause the related
compensation to fail to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Code.

         (b) Prior to the beginning of each Performance Period, the Board will
(i) notify each eligible employee who has been selected to participate in this
Incentive Plan that he or she is a Participant under this Incentive Plan for
such Performance Period and (ii) communicate in writing to each Participant the
minimum, maximum, and target Performance Goals applicable to such Participant
for the Company and each other Operating Unit for such Performance Period, and
the corresponding minimum, maximum, and target levels of Annual Incentive Awards
and Long-Term Incentive Awards for performance by the Participant with respect
to such Performance Goals.

         5. ANNUAL INCENTIVE AWARDS. (a) Subject to Section 4, unless changed by
the Board, each eligible Participant may earn Annual Incentive Awards as
hereinafter provided. Each Operating Unit's actual performance during a
particular Performance Period will be measured against the Performance Goals
established by the Board in accordance with Section 4. In the event such
Operating Unit's performance for the Performance Period (1) is below the minimum
Performance Goal established, no Annual Incentive Awards will be paid to
Participants in respect thereof, (2) is equal to the minimum Performance Goal
established, the minimum level of Annual Incentive Awards will be paid to
Participants in respect thereof, (3) is equal to the target Performance Goal
established, the target level of Annual Incentive Awards will be paid to
Participants in respect thereof, (4) is equal to or greater than the maximum
Performance Goal established therefor, the maximum level of Annual Incentive
Awards will be paid to Participants in respect thereof, and (5) is between any
two of the Performance Goal levels described in the immediately preceding
clauses (2), (3), and (4), the level of Annual Incentive Awards to be paid to
Participants in respect thereof will be a level interpolated by the Board
between the corresponding levels of Annual Incentive Awards paid in respect of
such Performance Goal levels.

         (b) Except in the case of a Covered Employee, the Annual Incentive
Award determined pursuant to Section 5(a) may be modified by the Board to
recognize a Participant's individual performance or in other circumstances
deemed appropriate by the Board.

         (c) Notwithstanding any other provision of this Incentive Plan to the
contrary, in no event will an Annual Incentive Award paid to any Participant for
a fiscal year exceed $2.0 million.

         6. LONG-TERM INCENTIVE AWARDS. (a) Unless changed by the Board, each
eligible Participant may earn Long-Term Incentive Awards as hereinafter
provided. Each Operating Unit's actual performance during a particular
Performance Period will be measured against the Performance Goals established by
the Board in accordance with Section 4. In the event such Operating Unit's
performance for such Performance Period (1) is below the minimum Performance
Goal established, no Long-Term Incentive Awards will be paid to Participants in
respect thereof, (2) is equal to the minimum Performance Goal established, the
minimum level of Long-Term Incentive Awards will be paid to Participants in
respect thereof, (3) is equal to the target Performance Goal established, the
target level of Long-Term Incentive Awards will be paid to Participants in
respect thereof, (4) is equal to or greater than the maximum Performance Goal
established, the maximum level of Long-Term Incentive Awards will be paid to
Participants in respect thereof, and (5) is between any two of the Performance
Goal levels described in the immediately preceding clauses (2), (3), and (4),
the level of Long-Term Incentive Awards to be paid to Participants in respect
thereof will be a level interpolated by the Board between the corresponding
levels of Long-Term Incentive Awards paid in respect of such Performance Goal
levels.

         (b) Except in the case of a Covered Employee, the Long-Term Incentive
Award determined pursuant to Section 6(a) may be modified by the Board to
recognize a Participant's individual performance or in other circumstances
deemed appropriate by the Board.

         (c) Notwithstanding any other provision of this Incentive Plan to the
contrary, in no event will a Long-Term Incentive Award paid to any Participant
for a Performance Period exceed $3.0 million.

         7. PAYMENT OF AWARDS. Annual Incentive Awards and Long-Term Incentive
Awards will be paid to Participants in respect of any specific Performance
Period (i) in cash, and (ii) on the date(s) and subject to such other terms as
shall be determined by the Board at the time that Performance Goals are
established for a specific

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Performance Period. The Company may deduct from any payment such amounts as may
be required to be withheld under applicable law.

         8. TERMINATION OF EMPLOYMENT. If a Participant terminates employment
with the Company and its Subsidiaries before the last day of a Performance
Period due to death, disability, or Retirement with the consent of the Company,
the Participant's Annual Incentive Awards and Long-Term Incentive Awards will be
prorated on the basis of the ratio of the number of months of participation
during the Performance Period to which the Annual Incentive Awards and Long-Term
Incentive Awards relate to the aggregate number of months in such Performance
Period. If a Participant's employment with the Company and its Subsidiaries is
terminated by the Company or any such Subsidiary before the last day of a
Performance Period for any reason other than for Cause (as hereinafter defined),
the Participant's Annual Incentive Awards and Long-Term Incentive Awards will be
prorated on the basis of the ratio of the number of months of participation
during the Performance Period to which the Annual Incentive Awards and the
Long-Term Incentive Awards relate to the aggregate number of months in such
Performance Period, unless otherwise determined by the Board. Except as
otherwise provided in this Section 8, if a Participant's employment with the
Company and its Subsidiaries is terminated before the last day of a Performance
Period for any reason, the Participant will not be entitled to any Annual
Incentive Award or Long-Term Incentive Award for such Performance Period unless
otherwise determined by the Board. For purposes of this Agreement, "Cause" means
any act of dishonesty, fraud, or willful misconduct by a Participant in the
performance of the Participant's duties as an employee of the Company, or any
conviction of a Participant for any felony involving moral turpitude.

         9. CHANGE IN CONTROL. In connection with any actual or potential change
in control of the Company, whether as a result of any stock acquisition, merger,
or other business combination transaction, or any restructuring or
recapitalization of the Company, then the Board will take all such actions
hereunder as it may determine to be necessary or appropriate to treat
Participants equitably hereunder, including without limitation the modification
or waiver of applicable Performance Goals, Performance Periods, Annual Incentive
Awards, or Long-Term Incentive Awards, notwithstanding the terms of any initial
award, and whether to establish or fund a trust or other arrangement intended to
secure the payment of such awards.

         10. TRANSFERS AND CHANGES IN RESPONSIBILITIES. (a) If a Participant's
responsibilities materially change or the Participant is transferred during a
Performance Period to another Operating Unit or to a position that is not
designated or eligible to participate in this Incentive Plan, the Company may,
as determined by the Board, either (i) continue the Participant's participation
in this Incentive Plan and, except in the case of a Covered Employee, as of the
date of such change or transfer, establish new performance awards (as determined
pursuant to Section 10(b)) in respect of Annual Incentive Awards and/or
Long-Term Incentive Awards, as the case may be, for the Participant with respect
to his or her new position, or (ii) terminate the Participant's participation in
this Incentive Plan in respect of Annual Incentive Awards and/or Long-Term
Incentive Awards, as the case may be, and, as of the date of such change or
transfer, the Participant's Annual Incentive Awards and/or Long-Term Incentive
Awards, as the case may be, would be prorated on the basis of the ratio of the
number of months of the Participant's participation during the Performance
Period to which such Annual Incentive Awards and/or Long-Term Incentive Awards,
as the case may be, relate to the aggregate number of months in such Performance
Period.

         (b) If in the event of such a change or transfer the Participant's
participation in this Incentive Plan in respect of Annual Incentive Awards
and/or Long-Term Incentive Awards, as the case may be, is not terminated
pursuant to Section 10(a)(ii), then the Participant's Annual Incentive Awards
and/or Long-Term Incentive Awards, as the case may be, will be prorated on the
basis of the number of months of service by the Participant at each Operating
Unit during the Performance Period.

         11. SECURITY OF PAYMENT OF BENEFITS. Unless otherwise determined by the
Board, all Annual Incentive Awards and Long-Term Incentive Awards will be paid
from the Company's general assets, and nothing contained in this Incentive Plan
will require the Company to set aside or hold in trust any funds for the benefit
of any Participant, who will have the status of a general unsecured creditor of
the Company.

         12. ADMINISTRATION OF THE PLAN. (a) This Incentive Plan will be
administered by the Board, which may from time to time delegate all or any part
of its authority under this Incentive Plan to the Compensation Committee.


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         (b) The Board will take such actions as are required to be taken by it
hereunder, may take the actions permitted to be taken by it hereunder, and will
have the authority from time to time to interpret this Incentive Plan and to
adopt, amend, and rescind rules and regulations for implementing and
administering this Incentive Plan. All such actions will be in the sole
discretion of the Board and, when taken, will be final, conclusive, and binding.
Without limiting the generality or effect of the foregoing, the interpretation
and construction by the Board of any provision of this Incentive Plan or of any
agreement, notification, or document evidencing the grant of benefits payable to
Participants and any determination by the Board in its sole discretion pursuant
to any provision of this Incentive Plan or any provision of such agreement,
notification, or document will be final and conclusive. Without limiting the
generality or effect of any provision of the Certificate of Incorporation of the
Company, neither the Chief Executive Officer nor any member of the Board will be
liable for any action or determination made in good faith.

         (c) The provisions of Sections 5 and 6 will be interpreted as
authorizing the Board, in taking any action under or pursuant to this Incentive
Plan, to take any action it determines in its sole discretion to be appropriate,
subject only to the express limitations therein contained, and no authorization
in either such Section or any other provision of this Incentive Plan is intended
or may be deemed to constitute a limitation on the authority of the Board.

         (d) The existence of this Incentive Plan or any right granted or other
action taken pursuant hereto will not affect the authority of the Board or the
Company to take any other action, including in respect of the grant or award of
any annual or long-term bonus or other right or benefit, whether or not
authorized by this Incentive Plan, subject only to limitations imposed by
applicable law as from time to time applicable thereto.

         13. MISCELLANEOUS. (a) This Incentive Plan will not confer upon any
Participant any right with respect to continuance of employment or other service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate or modify
the terms of such Participant's employment or other service at any time.

         (b) Except as otherwise provided in this Incentive Plan, no right or
benefit under this Incentive Plan will be subject to anticipation, alienation,
sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge such right or benefit will
be void. No such right or benefit will in any manner be liable for or subject to
the debts, liabilities, or torts of a Participant.

         (c) This Incentive Plan may be amended or terminated from time to time
by the Board. In the event this Incentive Plan is terminated before the last day
of a Performance Period, Annual Incentive Awards and Long-Term Incentive Awards
payable for such Performance Period will be prorated on the basis of the ratio
of the number of months in such Performance Period prior to such termination to
the aggregate number of months in such Performance Period and will be paid only
after the end of such Performance Period, which will be deemed to continue until
the expiration thereof as if this Incentive Plan had not been terminated.

         (d) If any provision in this Incentive Plan is held to be invalid or
unenforceable, no other provision of this Incentive Plan will be affected
thereby.

         (e) This Incentive Plan will be governed by and construed in accordance
with applicable United States federal law and, to the extent not preempted by
such federal law, in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof.

         14. EFFECTIVENESS. This Incentive Plan will become effective as of
January 1, 1999 provided, however, that no Annual Incentive Award or Long-Term
Incentive Award for any Performance Period commencing on or after January 1,
1999, will be paid under this Incentive Plan unless, prior to such payment, the
holders of a majority of the shares of Common Stock of the Company actually
voting on the matter approve this Incentive Plan at a meeting of the
stockholders of the Company.