Exhibit 10.13

                             NORCRAFT HOLDINGS, L.P.

                            Management Incentive Plan

1. Purpose.

     The purpose of this Norcraft Holdings, L.P. Management Incentive Plan (the
"Plan") is to advance the interests of Norcraft Companies, L.P., a Delaware
limited partnership (the "Company"), by enhancing the ability of the Company and
its Subsidiaries to attract and retain management and employees who are in a
position to make significant contributions to the success of the Company and its
Subsidiaries, to reward such individuals for their contributions and to
encourage such individuals to take into account the long-term interests of the
Company and its Subsidiaries. The Plan provides for the award of Class D Units
of Norcraft Holdings, L.P. ("Holdings"), a Delaware limited partnership and the
parent entity of the Company. Certain capitalized terms are used herein with the
specific meanings set forth in Section 10 hereto. Capitalized terms used herein
but not defined shall have the meanings given thereto in the Holdings L.P.
Agreement.

2. Eligibility for Awards.

     Executive officers and other employees of the Company and its Subsidiaries
and other related Persons who in the opinion of the Board of Managers (the
"Board") of Norcraft GP, L.L.C., a Delaware limited liability company and the
general partner of Holdings and the Company (the "General Partner") are in a
position to make a significant contribution to the success of the Company and
its Subsidiaries shall be eligible to receive awards under the Plan. Persons
selected for awards under the Plan are referred to herein as "participants". As
a condition to receipt of an award hereunder, a participant must have joined the
Holdings L.P. Agreement as a limited partner thereunder.

3. Administration.

     The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board. If no Committee is appointed, all references to the
Committee in this Plan and in any Certificate shall be deemed to refer to the
Board. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. The Committee shall have authority, not inconsistent with the
express provisions of the Plan: (a) to grant awards to such participants as the
Committee may select; (b) to determine the time or times when awards shall be
granted and the number of Class D Units subject to each award; (c) to determine
the terms and conditions of each award; (d) to prescribe the form or forms of
any instruments evidencing awards (each, a "Certificate") and any other
instruments required under the Plan and to change such forms from time to time;
(e) to adopt, amend and rescind provisions of the Plan and rules and regulations
for the administration of the Plan; and (f) to interpret the Plan and any award
granted hereunder and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan or any award granted
hereunder. Such determinations of the Committee, so long as made in good



faith and not manifestly erroneous, shall be conclusive and shall bind all
Persons. The Committee also shall have the authority, both generally and in
particular instances, to waive compliance by any participant with any obligation
under any award, to waive any condition or provision of any award and to amend
or cancel any award (and if any award is canceled and the Committee so elects,
to grant a new award on such terms as the Committee shall specify); provided,
however, that except as expressly provided in the Holdings L.P. Agreement, the
Plan or in any award granted hereunder, the Committee may not take any action
with respect to any outstanding award that would adversely affect the rights of
the participant under such award disproportionately relative to the rights of
other participants, without such participant's written consent; provided,
further, that the foregoing shall not limit the power of the Committee to take
the actions contemplated by Section 5 hereof.

     The Plan shall be governed by and construed in accordance with the internal
laws of the State of Delaware.

4. Effective Date and Term of Plan. The Plan shall become effective on the date
on which it is approved by the Board, which date shall be set forth at
conclusion of this Plan. Except as otherwise determined by the Board, no awards
shall be granted under the Plan after the tenth anniversary of the date on which
the Plan is adopted by the Board, but awards previously granted may extend
beyond such date.

5. Class D Units and Corporate Conversion. In connection with a conversion of
Holdings to corporate form in accordance with Article XIV of the Holdings L.P.
Agreement (a "Corporate Conversion"), the Board may, but shall not be required
to, convert the Plan (including awards outstanding at the time of such Corporate
Conversion) into a stock option plan providing for the mandatory issuance to
participants of stock options in exchange for Class D Units outstanding on the
date of such Corporate Conversion. Each such stock option shall entitle a
participant to purchase common stock of Holdings at an exercise price equal to
the Conversion Price with respect to each class D Unit held by such participant.
The terms and conditions of such stock option plan and each stock option granted
thereunder shall be determined by the Board in its good faith discretion;
provided, however, that the conversion of outstanding awards shall be
accomplished in an equitable manner which provides similar treatment to
similarly situated participants and, to the extent that Class D Units issued
hereunder are Vested at the time of such conversion, the stock options issued in
exchange therefor shall be immediately exercisable and not subject to further
vesting or similar requirements.

6. Terms and Conditions of Class D Units.

(a) Committee to Determine Terms and Conditions. The Committee will determine
the terms and conditions of all awards, subject to the limitations set forth
herein.

(b) Vesting and Duration of Class D Units. Unless otherwise indicated in the
applicable Certificate, (i) 10% of the aggregate amount of Class D Units that
are the subject of any award shall vest on each of the one-year, two-year,
three-year, four-year and five-year anniversaries of the grant of such award
(the "Performance-Based Units"), provided that as of such anniversary the
Company has met or exceeded certain financial targets, set in good faith by the
Board at such time as the Board determines the budget for the Company, with
respect to

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growth, earnings and other financial metrics of the Company for such prior
fiscal year and (ii) 10% of the aggregate amount of Class D Units that are the
subject of any award shall vest on each of the one-year, two-year, three-year,
four-year and five-year anniversaries of the grant of such award (the
"Time-Based Units"), provided, that in the case of each of clause (i) and (ii),
the participant is employed by the Company or any of its Subsidiaries on such
anniversary. In the event of the termination of employment of a participant for
any reason, no Class D Unit which is not Vested at such time shall vest at or
after the date of such termination.

(c) Acceleration of Vesting. Notwithstanding the terms of any particular award,
the Committee may at any time accelerate the time at which all or any part of
such award may vest in its discretion and without the requirement of equivalent
treatment among the Units the subject of an award. Any Unvested Time-Based Units
shall vest immediately prior to and conditioned upon the consummation of a
Change of Control. Any Unvested Performance-Based Units shall vest immediately
prior to and conditioned upon the consummation of a Change of Control; provided,
that (i) the IRR on the Sponsor Units as of the Change of Control is at least
20% and (ii) Proceeds in connection with the Change of Control is at least an
amount that is 2.5 times the aggregate amount of cash paid by the Sponsors for
the Sponsor Units.

7. Purchase Option.

(a) Manager's Right to Purchase Class A Units. Subject to the terms, conditions
and any restrictions set forth herein or in the applicable Certificate, if a
participant's employment with the Company and its Subsidiaries is terminated for
any reason, all Class D Units shall be automatically forfeited to the Company,
subject to the immediately following sentence. Unless such termination is for
Cause or Holdings exercises its call right with respect to the Vested Class D
Units held by a terminated participant, the participant shall be entitled, in
accordance with this Section 7(a), to purchase one Class A Unit of Holdings for
each Vested Class D Unit in accordance with Section 3.2 of the Holdings L.P.
Agreement. The right of participants to purchase Class A Units of Holdings set
forth in this Section 7(a) shall be referred to as the "Purchase Option."

(b) Exercise of Purchase Option. Each participant (or such other Person to whom
such participant has transferred his or her Units in accordance with the
Holdings L.P. Agreement) entitled to and exercising the Purchase Option may
exercise such option during the 30-day period commencing on the date of
termination by delivering to the Company a written notice signed by such
participant (or the Person to whom such participant has transferred his or her
Units in accordance with the Holdings L.P. Agreement), which notice (i) shall
state the number of Class A Units being purchased (not to exceed the number of
Vested Class D Units held by such participant as of the date of termination) and
(ii) shall be accompanied by the payment required by Section 3.2 of the Holdings
L.P. Agreement with respect to such Vested Class D Units. Payment shall be made
in cash or by certified check, bank draft or money order payable to the order of
Holdings or as otherwise agreed to by the Board; provided, however, that a
participant may elect to convert his or her Vested Class D Units on a "cashless"
basis, in which case the number of Class A Units issuable by Holdings upon such
conversion shall be reduced by a number equal to the quotient of the amount of
the payment required by Section 3.2 of the Holdings L.P. Agreement divided by
the fair market value of a Class A Unit as of the date of the conversion (as
determined by the Committee in good faith).

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(c) Delivery of Class A Units. Upon receipt of payment of the Conversion Price
pursuant to Section 7(b), Holdings shall issue to the participant (or the
participant's legal representative, executor, administrator or heirs, if
applicable) in accordance with the Holdings L.P. Agreement the number of Class A
Units specified in the notice provided under Section 7(b).

8. Certain Rights.

     Neither the adoption of the Plan nor the grant of any award hereunder shall
confer upon any participant any right to continue as an officer or employee of
the Company or any Subsidiary of the Company, or affect in any way the right of
the Company or any of its Subsidiaries to terminate such participant at any
time. The loss of existing or potential profit from awards granted under this
Plan shall in no event constitute an element of damages in the event of any
dispute between any participant on the one hand, and Holdings and its
Subsidiaries on the other, even if such dispute arises from the breach of the
Company of any obligation of the Company to such participant (by contract or
otherwise).

     No Class D Unit or any interest or participation therein may be transferred
other than in accordance with the Holdings L.P. Agreement.

9. Effect of Termination.

     Neither the adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant additional bonuses or
otherwise or to adopt other plans or arrangements under which Class D Units may
be issued. The Committee may at any time discontinue granting awards under the
Plan. The termination of the Plan will not affect awards issued prior thereto.

10. Definitions. Certain Definitions. The following terms, as used herein, have
the following meanings:

     "Holdings L.P. Agreement" means the Amended and Restated Agreement of
Limited Partnership of Holdings dated as of October 21, 2003.

     "IRR" shall mean the internal annual rate of return, calculated in a manner
consistent with the "IRR" function in Microsoft Corporation's Excel spreadsheet
software (based on a year of twelve thirty-day months), realized (or deemed to
be realized) by the Sponsors on the Sponsor Units, such rate of return to be
calculated on (i) the cash outflow consisting of the aggregate cash paid by the
Sponsors for the Sponsor Units and (ii) the series of cash inflows consisting of
all amounts realized by the Sponsors in respect of the Sponsor Units other than
in respect of Tax Distributions. For purposes of such calculation, (A) the cash
outflow and each cash inflow shall be deemed to have occurred on the last day of
the calendar month in which it occurred, and (B) an amount shall not be treated
as a cash inflow unless and until actually received in cash.

     "Proceeds" shall mean net cash proceeds realized by the Sponsors in respect
of the sale of the Sponsor Units (or realized in respect of the sale of
securities acquired in respect of the sale of Sponsor Units).

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     "Sponsors" shall mean the investors in the original SKM Limited Partner and
the original TCP Limited Partner.

     "Sponsor Units" shall mean the Class A Units purchased by the original SKM
Limited Partners and the original TCP Limited Partners, together with any other
securities of Holdings issued upon conversion thereof or in exchange therefore.

     "Subsidiary" means any Person that is controlled, either directly or
indirectly by the Company or the General Partner.

     "Unvested" with respect to any Unit, means any Class D Unit which has not
Vested.

     "Vested" with respect to any Unit, means any Class D Unit which is the
subject of any award at such time or times that all vesting and forfeiture
provisions as the Committee shall have specified in this Plan, or in any
applicable Certificate, shall have lapsed.

Approved as of October 21, 2003

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