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Exhibit 10.26

                           EURAMAX INTERNATIONAL PLC

                      EURAMAX INCENTIVE COMPENSATION PLAN

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1.    Purpose..............................................................   1

2.    Definitions..........................................................   1

3.    Administration.......................................................   4

4.    Awards...............................................................   4

      (a) Performance Objectives, Target Awards and Award Levels...........   4

      (b) Determination of Awards..........................................   5

      (c) Payment of Final Awards..........................................   6

5.    General Provisions...................................................   7

      (a) Taxes............................................................   7

      (b) Limitations on Rights Conferred under Plan and Beneficiaries.....   8

      (c) Unfunded Status of Awards; Creation of Trusts....................   8

      (d) Governing Law; Arbitration.......................................   8

      (e) Amendment and Termination of Plan and Awards.....................   9

      (f) Effective Date...................................................   9

6.    Change in Control....................................................   9

      (a) Payment of Awards................................................   9

      (b) Other Plan Provisions Unaffected.................................  10

</TABLE>

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                            EURAMAX INTERNATIONAL PLC

                       EURAMAX INCENTIVE COMPENSATION PLAN

1. PURPOSE. The purpose of this Euramax Incentive Compensation Plan (the "Plan")
is to assist Euramax International plc (the "Company") and its subsidiaries in
motivating high performance employees who occupy key positions and contribute to
the growth and annual profitability of the Company and its subsidiaries through
the award of annual incentives.

2. DEFINITIONS. For purposes of the Plan, the following terms shall be defined
as set forth below:

         (a) "Average Net Assets" means, as to the Company, working capital,
         excluding cash, plus net fixed assets of the Company and its
         subsidiaries on a consolidated basis, or as to the relevant Operating
         Unit, working capital, excluding cash, plus net fixed assets of such
         Operating Unit, as shown on each of the 13 unaudited monthly balance
         sheets of the Company (or of the relevant Operating Unit) prepared in
         the ordinary course by the Company for a Performance Year divided by
         13.

         (b) "Award" means the fixed amount or percentage of Salary payable to a
         Participant as determined pursuant to Section 4.

         (c) "Award Level" means the percentage of a fixed amount of Salary
         payable to a Participant based on the level of Performance Objectives
         achievement as determined pursuant to Section 4(a).

         (d) "Beneficiary" with respect to Senior Executive Participants means
         the person, persons, trust or trusts which have been designated by the
         Senior Executive Participant in his or her most recent written
         beneficiary designation filed with the Company to receive the benefits
         specified under this Plan in the event of the Senior Executive
         Participant's death; Beneficiary with respect to all other Participants
         shall mean the person, persons, trust or trusts which have been
         designated by the Participant in his or her most recent beneficiary
         designation to receive the benefits specified under the Company's Group
         Life Insurance Plan. In either case, if there is no designated
         Beneficiary or surviving designated Beneficiary, then Beneficiary shall
         mean the person, persons, trust or trusts entitled by will or the laws
         of descent and distribution to receive such benefits.

         (e) "Board" means the Company's Board of the Directors.

         (f) "Cause" means (i) the willful and continued failure by the
         Participant to perform substantially his/her duties with the Company
         (other than any such failure resulting from the Participant's
         incapacity due to physical or mental illness) after a written demand
         for substantial performance is delivered to the Participant by the CEO
         or the President of the Company which specifically identifies the
         manner in which the Participant has not substantially performed his
         duties, (ii) the willful engagement by the Participant in conduct which
         is not authorized by the Board of Directors of the Company or within
         the normal course of the Participant's business decisions and is known
         by the Participant to be materially detrimental to the best interests
         of the Company or any of its subsidiaries, or (iii) the willful
         engagement by the Participant in illegal conduct or any act of serious
         dishonesty which adversely affects, or, in the reasonable estimation of
         the Board of Directors of the Company, could in the future adversely
         affect, the value, reliability or performance of the Participant to the
         Company in a material manner. Any act, or failure to act,


<PAGE>

         based upon authority given pursuant to a resolution duly adopted by the
         Board of Directors of the Company or based upon the advice of counsel
         for the Company shall be conclusively presumed to be done, or omitted
         to be done, by the Participant in good faith and in the best interests
         of the Company. Notwithstanding the foregoing, a Participant shall not
         be deemed to have been terminated for Cause unless and until there
         shall have been delivered to the Participant written notice specifying
         the basis of the "Cause". In such event, the Participant will be given
         an opportunity, together with his counsel, to be heard before the Board
         so that the Board may determine if, the Participant was guilty of the
         conduct set forth above in (i), (ii) or (iii) of this subparagraph, in
         which event the determination of the Board shall be binding on the
         Participant

         (g) "CEO" means the Chief Executive Officer of the Company.

         (h) "Change in Control" shall occur if and when any person or entity
         which is not as of the date hereof a shareholder or affiliate of a
         shareholder of the Company (i) becomes a record or beneficial owner,
         directly or indirectly, of securities of the Company representing more
         than 50% of the combined voting power of the Company's then outstanding
         securities (whether by merger, consolidation, recapitalization,
         reorganization, purchase of outstanding share capital or otherwise) or
         (ii) purchases all or substantially all of the consolidated assets of
         the Company, in each case, which purchase has been approved by the
         Board and the holders of a majority of the outstanding ordinary shares
         of the Company voting together as a single class.

         (i) "Committee" means the Board of the Company or such committee as may
         be designated by the Board to administer the Plan.

         (j) "Company" means Euramax International plc, a company incorporated
         in England and Wales or any successor corporation.

         (k) "EBITDA" means, as to the Company, the Company's and its
         subsidiaries' earnings on a consolidated basis, or as to an Operating
         Unit, that Operating Unit's earnings for the Performance Year,
         determined based on generally accepted accounting principles,
         consistently applied, before deducting interest, taxes, depreciation
         and amortization based upon the annual financial statements certified
         by the independent certified public accountants regularly employed by
         the Company to audit its books and records.

         (l) "Eligible Employee" means each officer and other employees of the
         Company or its subsidiaries who are deemed to impact the Company's
         annual results, as determined by the Committee.

         (m) "Executive Participant" means each Participant who has been
         designated as such by the CEO with Committee approval and who is not a
         Senior Executive Participant.

         (n) "Operating Unit" means a subsidiary, business division or operating
         unit of the Company, designated as such by the CEO, for which a
         Participant works.

         (o) "Participant" means Senior Executive Participants, Executive
         Participants and all other Eligible Employees designated to participate
         in the Plan for a designated Performance Year. Any additions to the
         Participant list in effect upon the adoption of this Plan must be
         approved by the CEO.
<PAGE>

         (p) "Plan" means this Euramax Incentive Compensation Plan.

         (q) "Performance Objectives" means the measure of performance specified
         by the Committee (or the CEO, if assigned by the Committee) in
         accordance with Section 4(a), the achievement of which will trigger the
         vesting of Awards.

         (r) "Performance Year" means the fiscal year performance during all or
         part of which a Participant's entitlement to receive payment of an
         Award is based.

         (s) "Permanent Disability" means a Participant is unable to perform, by
         reason of physical or mental incapacity, his employment duties to the
         Company, for a period of one hundred twenty (120) consecutive days or a
         total period of two hundred ten (210) days in any three hundred sixty
         (360) day period.

         (t) "Salary" means a participant's annual base salary rate as in effect
         on September 30 of each Performance Year or, in the event of a
         Participant's termination during a Performance Year, on the date of
         termination.

         (u) "Senior Executive Participants" mean the CEO of the Company,
         Managing Directors and General Managers of the Company or its
         subsidiaries and other key executives of the Company or its
         subsidiaries who have been designated as such by the CEO with Committee
         approval.

         (v) "Target Award" means a fixed amount or specified percentage of a
         Participant's Salary payable based upon 100% achievement of Performance
         Objectives.

         3. ADMINISTRATION.

         (a) AUTHORITY OF THE COMMITTEE. The Plan shall be administered by the
         Committee. The Committee shall have full and final authority, in each
         case subject to and consistent with the provisions of the Plan, to
         select Participants, grant Awards, determine the type, number, and
         other terms and conditions of, and all other matters relating to,
         Awards, prescribe Award agreements (which need not be identical for
         each Participant) and rules and regulations for the administration of
         the Plan, construe and interpret the Plan and Award agreements and
         correct defects, supply omissions, or reconcile inconsistencies
         therein, and to make all other decisions and determinations as the
         Committee may deem necessary or advisable for the administration of the
         Plan.

         (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The Committee shall
         exercise sole and exclusive discretion on any matter relating to a
         Participant. Any action of the Committee shall be final, conclusive,
         and binding on all persons, including the Company, the Operating Units,
         Participants, persons claiming rights from or through a Participant,
         and stockholders. The express grant of any specific power to the
         Committee, and the taking of any action by the Committee, shall not be
         construed as limiting any power or authority of the Committee. The
         Committee may delegate to officers or managers of the Company or any
         subsidiary, or committees thereof, the authority, subject to such terms
         as the Committee shall determine, to perform administrative functions
         and to perform such other functions as the Committee may determine.

         (c) LIMITATION OF LIABILITY. The Committee may appoint agents to assist
         it in administering the Plan. The Committee and each member thereof
         shall be entitled to, in good faith,



<PAGE>

         rely or act upon any report or other information furnished to him by
         any officer or employee of the Company or a subsidiary, the Company's
         independent certified public accountants, or any other agent assisting
         in the administration of the Plan. Members of the Committee and any
         officer or employee of the Company or a subsidiary acting at the
         direction or on behalf of the Committee shall not be personally liable
         for any action or determination taken or made in good faith with
         respect to the Plan, and shall, to the extent permitted by law, be
         fully indemnified and protected by the Company with respect to any such
         action or determination.

         4 AWARDS.

         (a) PERFORMANCE OBJECTIVES, TARGET AWARDS AND AWARD LEVELS.

         (i) Prior to February 15 of each Performance Year (or as promptly as
         practicable thereafter), the Committee (or the CEO, if assigned by the
         Committee) shall establish Performance Objectives for each Participant
         for such Performance Year. The Committee (or the CEO, if assigned by
         the Committee) may, from time to time, change the Performance
         Objectives to specify different measures of performance of the Company
         and its subsidiaries on a consolidated basis, or of each Operating Unit
         within the Company, measures of individual performance of the
         Participant, or such other objective (and combinations of objectives)
         the achievement of which is expected to benefit the Company and its
         stockholders. A single Performance Objective may be specified for all
         Participants, or separate Performance Objectives may be specified for
         different groups of Participants or for individual Participants.

         (ii) Prior to February 15 of each Performance Year (or as promptly as
         practicable thereafter), the Committee (or the CEO, if assigned by the
         Committee) shall establish Target Awards and, if deemed appropriate,
         Award Levels. Such Target Awards will specify the Award payable to each
         Participant upon 100% achievement of the Performance Objectives
         applicable to such Participant. In addition, Award Levels may be
         established to determine whether, and the extent to which, a portion of
         the Target Award shall be payable to a Participant if the applicable
         Performance Objectives are not fully achieved, and whether, and the
         extent to which, payments in addition to the Target Award shall be made
         if the applicable Performance Objectives are exceeded. The Target
         Awards for the 1997 Performance Year and the manner for calculating
         Awards is set forth on EXHIBIT A attached hereto, which may from time
         to time be amended by the Board.

         (iii) The Committee (or the CEO, if assigned by the Committee) is
         authorized at any time during or after a Performance Year, in its sole
         and absolute discretion, to adjust, modify, or specify new Performance
         Objectives, Target Awards, Award Levels and related terms and
         conditions, (x) in recognition of unusual or nonrecurring events
         affecting the Company or any Operating Unit or the financial statements
         of the Company or any Operating Unit, or in response to changes in
         applicable laws, regulations or accounting principles, (y) with respect
         to any Participant whose position or duties with the Company or any
         Operating Unit changes during a Performance Year, or (z) with respect
         to any person who first becomes a Participant after the first day of
         the Performance Year.

         (b) DETERMINATION OF AWARDS.

         (i) As promptly as practicable following approval by the Board of the
         annual audit of the Company performed by the independent certified
         public accountants employed by the


<PAGE>

         Company in respect of a Performance Year, the Committee (or the CEO, if
         assigned by the Committee) shall determine whether and the extent to
         which Performance Objectives applicable to Participants were achieved
         and the Awards that correspond to such achievement and/or allocations
         as specified under the Award Levels for the Performance Year. All
         Awards shall be based on the annual financial statements of the Company
         as certified by the independent certified public accountants regularly
         employed by the Company to audit its books and records. Actual
         performance shall be calculated after accrual for all bonuses and
         Awards. Exchange rates as published in the Company's annual budget
         shall be used to convert local currencies into U.S. dollars for the
         purposes of determining the Company's earnings and Return for bonus
         calculations notwithstanding the actual exchange rate as of the date of
         calculation. The Committee may, in its sole and absolute discretion, in
         view of the Committee's assessment of the business strategy of the
         Company and subsidiaries, performance of comparable organizations,
         economic and business conditions, and any of the circumstances deemed
         relevant, increase or decrease final Award amounts otherwise determined
         under the first sentence of this Section 4(b)(i).

         (ii) Each Participant shall be entitled to an Award in accordance with
         the Target Award and any Award Levels (as adjusted) applicable to him
         or her based on the extent to which the Performance Objectives
         applicable to him or her have been achieved, PROVIDED, HOWEVER, that
         the Committee may determine, in its sole and absolute discretion, that
         a Participant shall not receive an Award if the Participant has
         received an unsatisfactory personal performance assessment for the
         Performance Year (whether or not such personal performance assessment
         was a component of the Participant's Performance Objectives for the
         Performance Year).

         (iii) Unless otherwise determined by the Committee, if a Participant
         ceases to be employed by the Company or an Operating Unit prior to the
         end of a Performance Year for any reason (including, without
         limitation, by reason of the sale of all or substantially all of the
         assets of the Participant's Operating Unit or the sale, transfer or
         exchange of such Operating Unit's outstanding securities (whether by
         merger, consolidation, recapitalization, reorganization, sale of
         outstanding share capital or otherwise) to an entity which is neither
         another Operating Unit of, nor affiliated with, the Company) other than
         death, retirement, disability (as determined by the Committee) or
         transfer to an Operating Unit or to another Operating Unit, such
         Participant shall not be entitled to receive any portion of his or her
         Award for such Performance Year unless otherwise determined by the
         Committee (or the CEO if assigned by the Committee) in its sole and
         absolute discretion. If such cessation of employment results from such
         Participant's death, retirement, disability (as determined by the
         Committee) or transfer to an Operating Unit or to another Operating
         Unit, the Committee (or the CEO if assigned by the Committee) shall
         estimate in its sole and absolute discretion the level of achievement
         of Performance Objectives applicable to such Participant during the
         period of such Performance Year prior to such cessation, and such
         Participant or his or her Beneficiary shall be entitled to receive
         payment of the percentage of his or her Target Award or Award Level
         amount as determined in accordance with this Section 4(b)(iii) for the
         pro rata portion of such Performance Year during which such Participant
         was employed by the Company or an Operating Unit, unless payment of a
         greater percentage is approved in the sole and absolute discretion of
         the Committee.

         (c) PAYMENT OF FINAL AWARDS.

         (i) Except as otherwise provided in paragraph (ii) and (iii) below,
         each Participant shall receive payment, in a cash lump sum, of his or
         her final Award as soon as


<PAGE>

         practicable following the determination in respect thereof made
         pursuant to Section 4(b) (a "Section 4(c)(i) Payment Date").

         (ii) In respect only of the Senior Executive Participants, the amount,
         if any, by which a final Award exceeds the Target Award for such Senior
         Executive Participant (the "Excess Award") shall be paid as follows:
         (a) one third of the Excess Award will be paid at the same time the
         final Award is paid pursuant to Section 4(c)(i) above, (b) one third of
         the Excess Award, plus interest thereon at a rate of 6% per annum from
         the Section 4(c)(i) Payment Date until paid, will be paid on December
         31 (or within 15 days thereafter) of the first calendar year
         immediately following the Performance Year in respect of which such
         Award was determined and (c) one third of such Excess Award, plus
         interest thereon at a rate of 6% per annum from the Section 4(c)(i)
         Payment Date until paid, will be paid on December 31 (or within 15 days
         thereafter) of the second calendar year immediately following the
         Performance Year in respect of which such Award was determined. Any
         unpaid Excess Award, plus interest thereon at a rate of 6% per annum
         from the Section 4(c)(i) Payment Date until paid, will be paid within
         15 days after death, normal retirement, determination of Permanent
         Disability or any termination of employment of a Senior Executive
         Participant for any reason other than for Cause. If the Senior
         Executive Participant's employment with the Company or any subsidiary
         is terminated for Cause or if the Senior Executive Participant
         voluntarily resigns prior to the date such Excess Award or portion
         thereof otherwise would be payable, any rights to payment of any
         portion of such Excess Award shall be forfeited by the Senior Executive
         Participant. This Section 4(c)(ii) shall not apply to any Participants
         other than Senior Executive Participants. All Participants other than
         Senior Executive Participants will receive the entire Excess Award on
         the Section 4(c)(i) Payment Date.

         (iii) In the event of the death of a Participant, any payments
         hereunder due to such Participant shall be paid to his or her
         Beneficiary at the time such payment otherwise would have been made. In
         the event of the normal retirement or Permanent Disability of a
         Participant, any payments hereunder due to such Participant shall be
         paid to such Participant at the time such payment otherwise would have
         been made.

         (iv) In the event of a Change in Control, any payments hereunder due to
         such Participant shall be paid in a cash lump sum no later than fifteen
         (15) days after a Change in Control.

         5. GENERAL PROVISIONS

(a) TAXES. The Company or any subsidiary is authorized to withhold from any
Award granted, any payment relating to an Award under the Plan or any payroll or
other payment to a Participant, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such other
action as the Committee may deem advisable to enable the Company and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority for the Company to withhold payments in satisfaction of a
Participant's tax obligations.

(b) LIMITATIONS ON RIGHTS CONFERRED UNDER PLAN AND BENEFICIARIES.

         (i) Status as a Participant shall not be construed as a commitment that
         any Award will become payable under the Plan. Nothing in the Plan shall
         be deemed to give any Eligible Employee any right to participate in the
         Plan except in accordance herewith.
<PAGE>

         (ii) Nothing contained in the Plan or in any documents related to the
         Plan or to any Award shall confer upon any Eligible Employee or
         Participant any right to continue as an Eligible Employee, Participant
         or in the employ of the Company or a subsidiary or constitute any
         contract or agreement of employment, or interfere in any way with the
         right of the Company or a subsidiary to reduce such person's
         compensation, to change the position held by such person or to
         terminate the employment of such Eligible Employee or Participant, with
         or without cause, but nothing contained in this Plan or any document
         related thereto shall affect any other contractual right of any
         Eligible Employee or Participant.

         (iii) Except as specifically authorized in this Plan, no benefit
         payable under, or interest in, this Plan shall be transferable by a
         Participant except by will or the laws of descent and distribution or
         otherwise be subject in any manner to anticipation, alienation, sale,
         transfer, assignment, pledge, encumbrance or charge, and any such
         attempted action shall be void and no such benefit or interest shall
         be, in any manner, liable for, or subject to, debts, contracts,
         liabilities, engagements or torts of any Eligible Employee or
         Beneficiary. Any attempt at transfer, assignment or other alienation
         prohibited by the preceding sentence shall be disregarded and all
         amounts payable hereunder shall be paid only in accordance with the
         provisions of the Plan.

     (c) UNFUNDED STATUS OF AWARDS; CREATION OF TRUSTS. The Plan is intended to
constitute an "unfunded" plan for incentive compensation. With respect to any
amounts payable to a Participant pursuant to an Award, nothing contained in the
Plan (or in any documents related thereto), nor the creation or adoption of the
Plan, the grant of any Award, or the taking of any other action taken pursuant
to the provisions of the Plan shall give any such Participant any rights that
are greater than those of a general creditor of the Company; PROVIDED, HOWEVER,
that the Committee may authorize the creation of trusts or make other
arrangements to meet the Company's obligations under the Plan pursuant to any
Award, which trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless the Committee otherwise determines with the
consent of each affected Participant.

     (d) GOVERNING LAW; ARBITRATION. The validity, construction, and effect 
of the Plan, any rules and regulations relating to the Plan, and any Award 
agreement shall be determined in accordance with the Georgia Business 
Corporation Code, to the extent applicable, other laws (including those 
governing contracts) of the State of Georgia, without giving effect to 
principles of conflicts of laws, and applicable federal law. If any provision 
hereof shall be held by a court of competent jurisdiction to be invalid and 
unenforceable, the remaining provisions shall continue to be fully effective. 
Any dispute or controversy arising under or in connection with this Plan 
shall be settled exclusively by arbitration in Atlanta, Georgia by three 
arbitrators in accordance with the rules of the American Arbitration 
Association in effect at the time of submission to arbitration. Judgment may 
be entered on the arbitrators' award in any court having jurisdiction. For 
purposes of settling any dispute or controversy arising hereunder or for the 
purpose of entering any judgment upon an award rendered by the arbitrators, 
the Company and the Participant hereby consent to the jurisdiction of any or 
all of the following courts: (i) the United States District Court for the 
Northern District of Georgia, (ii) any of the courts of the State of Georgia, 
or (iii) any other court having jurisdiction. The Company and the Participant 
hereby waive, to the fullest extent permitted by applicable law, any 
objection which it may now or hereafter have to such jurisdiction and any 
defense of inconvenient forum. The Company and the Participant hereby agree 
that a judgment upon an award rendered by the arbitrators may be enforced in 
other jurisdictions by suit on the judgment or in any other manner provided 
by law. The costs and expenses of the arbitration,

<PAGE>

including without limitation the legal fees and expenses of both parties, shall
be borne by the party against whom the award is entered as determined by the
arbitrators, in their sole discretion.

     (e) AMENDMENT AND TERMINATION OF PLAN AND AWARDS. Notwithstanding anything
herein to the contrary, the Board of Directors may, at any time, terminate or,
from time to time, amend, modify or suspend the Plan and the terms and
provisions of any Awards theretofore awarded to any Participants which have not
been settled by payment. No Award may be granted during any suspension of the
Plan or after its termination.

     (f) EFFECTIVE DATE. The Plan shall become effective upon its approval by
the Board. The Plan shall remain in effect until such time as it may be
terminated pursuant to Section 5(e).

6. CHANGE IN CONTROL.

     (a) PAYMENT OF AWARDS.

         (i) Notwithstanding any provision of this Plan to the contrary, in the
         event of a Change in Control, a Participant shall be entitled to
         receive any unpaid Excess Award in respect of a prior Performance Year
         and an Award for the Performance Year in progress on the date of such
         Change in Control, equal to a pro rata portion of his or her full
         Target Award for such Performance Year as if 100% of the Performance
         Objectives were fully met based on the number of days from the
         beginning of the Performance Year to the date of the Change in Control.

         (ii) All amounts payable pursuant to this Section 6(a) shall be made in
         a cash lump sum to the Participant no later than fifteen (15) days
         after the date of a Change in Control. Nothing in the Plan shall
         prevent the Committee from continuing Awards, to the extent not paid
         under this provision, after a Change in Control.

     (b) OTHER PLAN PROVISIONS UNAFFECTED. Nothing in this Section 6 shall
affect the operation of the provisions of this Plan prior to a Change in
Control.


<PAGE>

                                    EXHIBIT A

                                  TARGET AWARDS

For each Performance Year, the Target Awards shall be a percentage of the
Participant's Salary fixed by the Committee (or the CEO, if assigned by the
Committee) ranging in 5% increments. Managing Directors and General Managers who
are designated as Participants shall participate at a Target Award of 30% of
Salary. Each other Participant shall participate at the same Target Award at
which he or she participated in respect of the immediately preceding Performance
Year.

The potential Award that can be achieved by a Participant in respect of each
Target Award level is reflected on a matrix, attached hereto, which provides
percentages of the EBITDA achieved by the Company or the relevant Operating Unit
for the Performance Year on one axis and the percentages of EBITDA divided by
Average Net Assets ("Return") achieved by the Company or the relevant Operating
Unit for a Performance Year on the other axis.

A. AWARDS FOR SENIOR EXECUTIVE PARTICIPANTS WHO ARE NOT MANAGING DIRECTORS OR
GENERAL MANAGERS.

For those Senior Executive Participants who are not Managing Directors or
General Managers, the Performance Objectives shall be based solely on the
results of the Company and its subsidiaries, on a consolidated basis, for the
applicable Performance Year. In order for an Award to be paid to such a Senior
Executive Participant, the Company and its subsidiaries, on a consolidated
basis, must achieve a threshold of 85% of the EBITDA target and 85% of the
Return target for a Performance Year. Such Senior Executive Participant will
receive 100% of the Award at his Award Level if the Company achieves 100% of the
EBITDA target and 100% of the Return target for such Performance Year as
reflected on the matrix attached hereto. Achievement of less or more than 100%
of the Company's EBITDA target and Return target for such Performance Year shall
result in an Award corresponding to the line on each axis reflecting actual
EBITDA and actual Return for such Performance Year. The maximum EBITDA and
Return on which Awards will be calculated is 130% of the EBITDA target and
Return target for such Performance Year.

B. AWARDS FOR ALL OTHER PARTICIPANTS.

         (i) For all Senior Executive Participants who are Managing Directors or
     General Managers, all Executive Participants and all other Participants
     other than those described in A. above, fifty percent (50%) of the
     Performance Objectives will be based on the results of the Company and its
     subsidiaries, on a consolidated basis, and fifty percent (50%) of the
     Performance Objectives will be based on the results of the Operating Unit
     for which the Participant works. The Award for such Participant will be
     determined by adding the percentages of the actual Return and actual EBITDA
     for (a) the Company and (b) for the Participant's relevant Operating Unit
     for such Performance Year and dividing that sum by 2.

<PAGE>

         (ii) In order for an Award to be paid to such Participant , both (a)
     the Company and its subsidiaries, on a consolidated basis, and (b) the
     Operating Unit for which the Participant works must achieve a threshold of
     85% of the EBITDA target and 85% of the Return target for a Performance
     Year; provided, however, that (1) if the Operating Unit for which such
     Participant works achieves its EBITDA target and its Return target for a
     Performance Year, but the Company and its subsidiaries, on a consolidated
     basis, does not achieve its targets for such Performance Year, then the
     Committee (or the CEO, if assigned by the Committee) may in its discretion
     pay to such Participant that portion of the Award based on the achievement
     of the Operating Unit's EBITDA target and Return target for such
     Performance Year and (2) if the Operating Unit for which such Participant
     works does not achieve its EBITDA target and its Return target for a
     Performance Year, regardless of whether the Company and its subsidiaries,
     on a consolidated basis, achieves its targets for such Performance Year,
     then no Award will be paid to such Participant for such Performance Year.

        (iii) Such Participant will receive 100% of the Award at his Award Level
     if the Company and the Participant's Operating Unit achieve 100% of the
     EBITDA target and 100% of the Return target for such Performance Year as
     reflected on the matrix. Except as provided above, achievement of less or
     more than 100% of the Company's and the Participant's Operating Unit's 
     EBITDA target and Return target for such Performance Year shall result in 
     an Award corresponding to the line on each axis reflecting actual EBITDA 
     and actual Return for such Performance Year. The maximum EBITDA and Return
     on which Awards will be calculated is 130% of the EBITDA target and Return 
     target for such Performance Year.

C. MATRICES AND EXAMPLES.

The matrices for a sample Performance Year are attached hereto. The following
are examples of the calculation of bonuses for Executive Participants
participating, in example #1, at the 10% Target Bonus Award Level and, in
example #2, at the 30% Target Bonus Award Level.


<PAGE>


                                   EXAMPLE #1
                                Target Bonus: 10%

<TABLE>
<CAPTION>
BONUS SPLIT
50%      -        Operating Unit

                                             BUDGET             ACTUAL           ATTAINMENT          PER MATRIX
                                                                                                     ATTAINMENT
                  --------------------- ------------------ ------------------ ------------------ -------------------
           <S>                              <C>             <C>                      <C>              <C>
                  EBITDA                    5 million       4.81 million        96.25%
                                                                                                        7.5%

                  --------------------- ------------------ ------------------ ------------------
                  EBITDA/AVG. NET
                  ASSETS                    15%             14.43%              96.25%

<CAPTION>

  50%    -        Euramax International plc
                                             BUDGET             ACTUAL          ATTAINMENT          PER MATRIX
                                                                                                     ATTAINMENT
                  --------------------- ------------------ ------------------ ------------------ -------------------
           <S>                              <C>             <C>                      <C>              <C>
                  EBITDA                    35 million      36.3 million        103.75%
                                                                                                       11.9%

                  --------------------- ------------------ ------------------ ------------------
                  EBITDA/AVG. NET
                  ASSETS                    17%             18.275%             107.5%

TOTAL                                                                                                  19.4%
</TABLE>

         % OF TARGET BONUS PAYABLE: 19.4% / 2 = 9.7% VS. 10% TARGET


<PAGE>





                                   EXAMPLE #2
                                Target Bonus: 30%

<TABLE>
<CAPTION>

BONUS SPLIT
50%      -        Operating Unit

                                             BUDGET             ACTUAL           ATTAINMENT          PER MATRIX
                                                                                                     ATTAINMENT
                  --------------------- ------------------ ------------------ ------------------ -------------------
           <S>                              <C>             <C>                  <C>              <C>
                  EBITDA                    8 million        8.3 million         103.75%
                                                                                                       31.9%
                  --------------------- ------------------ ------------------ ------------------
                  EBITDA/AVG. NET
                  ASSETS                    10%              10%                 100.00%

<CAPTION>
  50%    -        Euramax International plc

                                             BUDGET             ACTUAL           ATTAINMENT          PER MATRIX
                                                                                                     ATTAINMENT
                  --------------------- ------------------ ------------------ ------------------ -------------------
           <S>                              <C>             <C>                  <C>              <C>
                  EBITDA                       35 million       37.6 million             107.5%
                                                                                                       39.4%
                  --------------------- ------------------ ------------------ ------------------
                  EBITDA/AVG. NET
                  ASSETS                       17%              18.9%                   111.25%

TOTAL                                                                                                 71.3%
</TABLE>

         % OF TARGET BONUS PAYABLE: 71.3% / 2 = 35.65% VS. 30% TARGET