Exhibit
3.1


AMENDED
AND RESTATED


CERTIFICATE
OF INCORPORATION





OF





PGT,
INC.





Pursuant
to Sections 228, 242 and 245 of the


General
Corporation Law of the State of Delaware








PGT, INC.
(the "Corporation"), a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as
follows:





1.  The name
of the Corporation is PGT, Inc.  The Corporation was originally
incorporated under the name JLL Window Holdings, Inc.  The original
certificate of incorporation of the Corporation was filed with the office of the
Secretary of State of the State of Delaware on December 16, 2003.




2.  This
Amended and Restated Certificate of Incorporation was duly adopted by the Board
of Directors of the Corporation (the "Board of Directors"), and by the
stockholders of the Corporation in accordance with Sections 228, 242 and 245 of
the DGCL.




3.  This
Amended and Restated Certificate of Incorporation restates and integrates and
further amends the certificate of incorporation of the Corporation, as
heretofore amended or supplemented.




4.  The text
of the Certificate of Incorporation is restated in its entirety as
follows:







FIRST:  The
name of the Corporation is PGT, Inc. (hereinafter the
"Corporation").





SECOND:  The
address of the registered office of the Corporation in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New
Castle.  The name of its registered agent at that address is The
Corporation Trust Company.





THIRD:  The
purpose of the Corporation is to engage in any lawful act or activity for which
a corpora­tion may be organized under the DGCL as set forth in Title 8 of
the Delaware Code.





FOURTH:  (1)  Authorized
Capital Stock.  The total number of shares of stock that the
Corporation shall have authority to issue is 210,000,000, of which the
Corporation shall have authority to issue 200,000,000 shares of Common Stock,
each having a par value of $0.01 per share, and 10,000,000 shares of Preferred
Stock, each having a par value of $0.01 per share.





(2)
Common Stock. The powers, preferences and rights, and the qualifications,
limitations and restrictions, of the Common Stock are as follows:




(a) No
Cumulative Voting. The holders of shares of Common Stock shall not have
cumulative voting rights.




(b)
Dividends; Stock Splits.  Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this Amended and
Restated Certificate of Incorporation, as it may be amended from time to time,
holders of shares of Common Stock shall be entitled to receive such dividends
and other distributions in cash, stock, or property of the Corporation when, as,
and if declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor.




(c)
Liquidation, Dissolution, etc.  In the event of any liquidation,
dissolution, or winding up (either voluntary or involuntary) of the Corporation,
the holders of shares of Common Stock shall be entitled to receive the assets
and funds of the Corporation available for distribution after payments to
creditors and to the holders of any Preferred Stock of the Corporation that may
at the time be outstanding, in proportion to the number of shares held by
them.




(d) No
Preemptive or Subscription Rights.  No holder of shares of Common
Stock shall be entitled to preemptive or subscription rights.





(3)
Preferred Stock.  The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock in one or
more classes or series and to fix for each such class or series such voting
powers, full or limited, or no voting powers, and such designations, preferences
and relative, participat­ing, optional, or other special rights, and such
qualifica­tions, limitations, or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such class or series and as may be permitted by
the DGCL, in­clud­ing, with­out limitation, the authority to provide
that any such class or series may be (i) subject to redemption at such time or
times and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumula­tive) at such rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or any other se­ries; (iii)
enti­tled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Corpo­ration; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any other
series of the same or any other class or classes of stock, of the Corporation at
such price or prices or at such rates of exchange and with such adjustments; all
as may be stated in such resolution or resolutions.





(4)  Power
to Sell and Purchase Shares.  Subject to the requirements of
applicable law, the Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock herein or hereafter authorized to
such persons, and for such consideration, as the Board of Directors shall from
time to time, in its discretion, determine, whether or not greater consideration
could be received upon the issue or sale of the same number of shares of another
class, and as otherwise permitted by law.  Subject to the requirements
of applicable law, the Corporation shall have the power to purchase any shares
of any class of stock herein or hereafter authorized from such persons, and for
such consideration, as the Board of Directors shall from time to time, in its
discretion, determine, whether or not less consideration could be paid upon the
purchase of the same number of shares of another class, and as otherwise
permitted by law.





FIFTH:  The
following provisions are inserted for the manage­ment of the business and
the conduct of the affairs of the Corporation, and for further definition,
limitation, and regulation of the powers of the Corpora­tion and of its
directors and stockholders:





(1)  The
business and affairs of the Cor­poration shall be managed by or under the
di­rection of the Board of Directors.





(2)  The
directors shall have concurrent power with the stockholders to make, alter,
amend, change, add to, or repeal the By-Laws of the Corporation.





(3)  The
Board of Directors shall consist of not less than 3 nor more than 13 members,
the exact number of which shall be fixed from time to time by resolution adopted
by the affirmative vote of a majority of the Board of
Directors.  Election of directors need not be by written ballot unless
the By-Laws so provide.





(4)  The
directors shall be divided into three classes, designated Class I, Class II, and
Class III.  Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors.  The initial division of the Board of Directors into
classes shall be made by the decision of the affirmative vote of a majority of
the Board of Directors.  The term of the initial Class I directors
shall terminate on the date of the 2007 Annual Meeting; the term of the initial
Class II directors shall terminate on the date of the 2008 Annual Meeting; and
the term of the initial Class III directors shall terminate on the date of the
2009 Annual Meeting.  At each Annual Meeting of Stockholders beginning
in 2007, successors to the class of directors whose term expires at that Annual
Meeting shall be elected for a three-year term.  If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no case will a decrease
in the number of directors shorten the term of any incumbent
director.





(5)  A
director shall hold office until the annual meeting for the year in which his or
her term expires and until his or her successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification, or removal from office.  Any director may resign at
any time in accordance with the By-Laws.





(6)  Subject
to the terms of any one or more classes or series of Preferred Stock, any
vacancy on the Board of Directors that results from an increase in the number of
directors may be filled only by a majority of the Board of Directors then in
office, provided that a quorum is present, and any other vacancy occurring on
the Board of Directors may be filled only by a majority of the Board of
Directors then in office, even if less than a quorum, or by a sole remaining
director.  Any director of any class elected to fill a vacancy
resulting from an increase in the number of directors of such class shall hold
office for a term that shall coincide with the remaining term of that
class.  Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his or her predecessor.  Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding, any or all of the
directors of the Corporation may be removed from office at any time, but only
for cause and only by the affirmative vote of the holders of at least a majority
of the voting power of the Corporation’s then outstanding capital stock entitled
to vote generally in the election of directors.  Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies, and
other features of such directorships shall be governed by the terms of this
Amended and Restated Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
FIFTH unless otherwise expressly provided by the terms of such class or series
of Preferred Stock.





(7)  No
director shall be personally lia­ble to the Corporation or any of its
stockhold­ers for monetary damages for breach of fiducia­ry duty as a
director; provided, however, that to the extent required by the provisions of
Section 102(b)(7) of the DGCL or any successor statute, or any other laws of the
State of Delaware, this provision shall not eliminate or limit the liability of
a director (i) for any breach of the direc­tor's duty of loyal­ty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional miscon­duct or a know­ing violation of law,
(iii) under Section 174 of the DGCL, or (iv) for any transaction from which the
direc­tor derived an improper personal benefit.  If the DGCL is
amended after the date of this Certificate to authorize the further elimination
or limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided in
this Certificate, shall be limited to the fullest extent permitted by the DGCL,
as so amended.  Any repeal or modification of this Clause (7) of
Article FIFTH shall not adversely affect any limitation on the personal
liability or any right or protection of a director of the Corporation existing
at the time of such repeal or modification with re­spect to acts or
omissions occurring prior to such repeal or modification.





(8)  In
addition to the powers and author­ity hereinbefore or by statute expressly
con­ferred upon them, the directors are hereby em­powered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the DGCL, this
Certificate of Incorporation, and any By-Laws adopted by the stockholders;
provided, however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors that would have been valid if such
By-Laws had not been adopted.





SIXTH:  Meetings
of stockholders may be held within or without the State of Delaware, as the
By-Laws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.





SEVENTH:  Unless
otherwise required by law, Special Meetings of Stockholders, for any purpose or
purposes, may be called by either the Chairman of the Board of Directors, if
there be one, or the Chief Executive Officer, if there be one, and shall be
called by any officer at the request in writing of (i) the Board of Directors,
or (ii) a committee of the Board of Directors that has been duly designated by
the Board of Directors and whose powers and authority include the power to call
such meetings.  The ability of the stockholders to call a Special
Meeting of Stockholders is hereby specifically denied.





EIGHTH:  Any
action required or permitted to be taken by the stock­holders of the
Corporation must be effected at a duly called Annual or Special Meeting of
Stockholders of the Corporation, and the ability of the stockholders to consent
in writing without a meeting to the taking of any action is hereby specifically
denied.





NINTH:  (1)
Certain Acknowledgments. In recognition and anticipation that: (i) the partners,
principals, directors, officers, members, managers and/or employees of JLL
Partners, Inc. ("JLL") may serve as directors and/or officers of the
Corporation, (ii) JLL and its affiliates may engage in the same or similar
activities or related lines of business as those in which the Corporation,
directly or indirectly, may engage and/or other business activities that overlap
with or compete with those in which the Corporation, directly or indirectly, may
engage, and (iii) that the Corporation and its subsidiaries may engage in
material business transactions with JLL and its affiliates and that the
Corporation is expected to benefit therefrom, the provisions of this ARTICLE
NINTH are set forth to regulate and define the conduct of certain affairs of the
Corporation as they may involve JLL and its partners, principals, directors,
officers, members, managers, employees, and/or affiliates and the powers,
rights, duties and liabilities of the Corporation and its officers, directors
and stockholders in connection therewith.





(2)  Competition
and Corporate Opportunities. JLL and its affiliates shall not have any duty to
refrain from engaging, directly or indirectly, in the same or similar business
activities or lines of business as the Corporation or any of its subsidiaries.
In the event that JLL acquires knowledge of a potential transaction or matter
which may be a corporate opportunity for itself or any of its affiliates and the
Corporation or any of its subsidiaries, neither the Corporation nor any of its
subsidiaries shall have any expectancy in such corporate opportunity, and JLL
shall not have any duty to communicate or offer such corporate opportunity to
the Corporation or any of its subsidiaries and may pursue or acquire such
corporate opportunity for itself or direct such corporate opportunity to another
person, including one of its affiliates.





(3)  Allocation
of Corporate Opportunities. In the event that a director or officer of the
Corporation who is also a partner, principal, director, officer, member, manager
and/or employee of JLL acquires knowledge of a potential transaction or matter
which may be a corporate opportunity for the Corporation or any of its
subsidiaries and JLL or its affiliates, neither the Corporation nor any of its
subsidiaries shall have any expectancy in such corporate opportunity unless such
corporate opportunity is expressly offered to such person in his or her capacity
as a director or officer of the Corporation.





(4)  Certain
Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding
the foregoing provisions of this ARTICLE NINTH, a corporate opportunity shall
not be deemed to belong to the Corporation if it is a business opportunity that
the Corporation is not financially able or contractually permitted or legally
able to undertake, or that is, from its nature, not in the line of the
Corporation's business or is of no practical advantage to it or is one in which
the Corporation has no interest or reasonable expectancy.





(5)  Agreements
and Transactions with JLL. In the event that JLL or any of its affiliates enters
into an agreement or transaction with the Corporation or any of its
subsidiaries, a director or officer of the Corporation who is also a partner,
principal, director, officer, member, manager and/or employee of JLL, shall have
fully satisfied and fulfilled the fiduciary duty of such director or officer to
the Corporation and its stockholders with respect to such agreement or
transaction, if:





(a)           (i)  Such
transaction is entered into with an affiliate of JLL in the ordinary course of
business of the Corporation or its subsidiary or




(ii)  At the time the parties
entered into the transaction, such agreement or transaction was fair to the
Corporation or subsidiary thereof, and was made on terms that were no less
favorable to the Corporation than could have been obtained from a bona-fide
third party; and either







(x)  The agreement or
transaction was approved, after being made aware of the material facts of the
relationship between each of the Corporation or subsidiary thereof and JLL or
any of its affiliates, and the material terms and facts of the agreement or
transaction, by (A) an affirmative vote of a majority of the members of the
Board of Directors who are not persons or entities with a material financial
interest in the agreement or transaction ("Interested Persons") or (B) an
affirmative vote of a majority of the members of a committee of the Board of
Directors consisting of members who are not Interested Persons; or







(y)  The agreement or
transaction was approved by an affirmative vote of a majority of the shares of
the Corporation's Common Stock entitled to vote, excluding JLL and any
Interested Person; provided that if no Common Stock is then outstanding a
majority of the voting power of the Corporation's capital stock entitled to
vote, excluding JLL and any Interested Person, as applicable.







(6)  Deemed
Notice. Any person or entity purchasing or otherwise acquiring any interest in
any shares of the Corporation shall be deemed to have notice of and to have
consented to the provisions of this ARTICLE NINTH.





(7)  Termination
of this Article. This ARTICLE NINTH shall terminate automatically and become
void, without any further action by the Corporation, at such time as JLL and its
affiliates collectively own less than 15.0% in the aggregate of the voting power
of the Corporation’s then outstanding capital stock entitled to vote generally
in the election of directors.





TENTH:  The
Corporation shall not be governed by the provisions of Section 203 of the
DGCL.





ELEVENTH:  The
Corporation shall indemnify its directors and officers to the fullest extent
authorized or permitted by applicable law, as now or hereafter in effect, and
such right to indemnification shall continue as to a person who has ceased to be
a director or officer of the Corporation and shall inure to the benefit of his
or her heirs, executors, and personal and legal representatives; provided,
however, that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors, or personal or legal representatives) in connection
with a proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the Board of
Directors.  The right to indemnification conferred by this Article
ELEVENTH shall include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any proceeding in advance of
its final disposition upon receipt by the Corporation of an undertaking by or on
behalf of the director or officer receiving advancement to repay the amount
advanced if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation under this Article ELEVENTH.





The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of expenses
to employees and agents of the Corporation similar to those conferred in this
Article ELEVENTH to directors and officers of the Corporation.





The
rights to indemnification and to the advancement of expenses conferred in this
Article ELEVENTH shall not be exclusive of any other right that any person may
have or hereafter acquire under this Certificate of Incorporation, the By-Laws
of the Corporation, any statute, agreement, vote of stockholders or
disinter­ested directors, pursuant to the direction (howsoever embodied) of
any court of competent jurisdiction, or otherwise.





Any
repeal or modification of this Article ELEVENTH by the stockholders of the
Corporation shall not adversely affect any rights to indemnifica­tion and to
the advancement of expenses of a director, officer, employee, or agent of the
Corporation existing at the time of such repeal or modification with respect to
any acts or omissions occurring prior to such repeal or
modification.





TWELFTH:  Notwithstanding
anything contained in this Certificate of Incorporation or the By-Laws to the
contrary, any provision in the By-Laws that provides for more than a majority
vote for any action may only be amended or repealed by a supermajority vote
equal to the supermajority vote called for in such provision.





THIRTEENTH:  The
Corporation reserves the right to amend, alter, change, or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stock­holders herein
are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Amended and Restated Certificate of
Incorporation (and in addition to any other vote that may be required by law),
the affirmative vote of the holders of (i) at least sixty-six and two-thirds
percent (66.67 %) of the voting power of the shares entitled to vote at an
election of directors shall be required to amend, alter, change, or repeal, or
to adopt any provision as part of this Amended and Restated Certificate of
Incorporation inconsistent with the purpose and intent of Articles FIFTH and
ELEVENTH of this Amended and Restated Certificate of Incorporation, and (ii) at
least 85% of the voting power of the Corporation’s then outstanding capital
stock entitled to vote generally in the election of directors shall be required
to amend, alter, change or repeal, or to adopt any provision as part of this
Amended and Restated Certificate of Incorporation inconsistent with the purpose
and intent of ARTICLE NINTH hereof or this Article THIRTEENTH.





FOURTEENTH:  If
any provision in this Amended and Restated Certificate of Incorporation is
determined to be invalid, void, illegal, or unenforceable, the remaining
provisions of this Amended and Restated Certificate of Incorporation shall
continue to be valid and enforceable and shall in no way be affected, impaired,
or invalidated.











IN
WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be duly executed on its behalf this 3rd day
of July, 2006.











PGT,
INC.











___/s/ Mario Ferrucci
III_____


Name:
Mario Ferrucci III


Title:
Vice President, Corporate Counsel,


and Secretary