10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          April 1, 2006                    

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                         to                                         

Commission file number: 000-24956

Associated Materials Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Delaware	75-1872487
(State or Other Jurisdiction of Incorporation of Organization)	(I.R.S. Employer Identification No.)

3773 State Rd. Cuyahoga Falls, Ohio	44223
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code           (330) 929 -1811                              

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o           Accelerated filer o           Non-accelerated filer þ

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     As of May 14, 2006, the Registrant had 100 shares of common stock outstanding, all of which is held by an affiliate of the Registrant.

ASSOCIATED MATERIALS INCORPORATED
REPORT FOR THE QUARTER ENDED APRIL 1, 2006

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets April 1, 2006 (Unaudited) and December 31, 2005		1
Consolidated Statements of Operations (Unaudited)Quarters ended April 1, 2006 and April 2, 2005		2
Consolidated Statements of Cash Flows (Unaudited) Quarters ended April 1, 2006 and April 2, 2005		3
Notes to Consolidated Financial Statements (Unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3. Quantitative and Qualitative Disclosures About Market Risk		20
Item 4. Controls and Procedures		20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 6. Exhibits		21
SIGNATURES		22
EX-10.2 Employment Agreement
EX-10.3 Amended & Restated Employment Agreement
EX-10.4 Amended & Restated Employment Agreement
EX-10.5 Instrument of Amendment
EX-31.1 Certification 302 - CEO
EX-31.2 Certification 302 - CFO
EX-32.1 Certification 906 - CEO
EX-32.2 Certification 906 - CFO

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ASSOCIATED MATERIALS INCORPORATED

CONSOLIDATED BALANCE SHEETS

(In thousands)

	(Unaudited)
	April 1,		December 31,
	2006		2005
Assets
Current assets:
Cash and cash equivalents	$	3,448	$	12,300
Accounts receivable, net		150,689		147,664
Receivable from parent		3,908		3,908
Inventories		152,005		133,524
Deferred income taxes		26,629		26,629
Other current assets		9,707		10,220
Total current assets		346,386		334,245
Property, plant and equipment, net		141,304		143,588
Goodwill		230,693		230,691
Other intangible assets, net		109,056		109,867
Other assets		15,356		16,500
Total assets	$	842,795	$	834,891
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	104,251	$	96,933
Accrued liabilities		51,210		57,711
Income taxes payable		3,834		7,771
Total current liabilities		159,295		162,415
Deferred income taxes		67,085		67,101
Other liabilities		44,127		43,874
Long-term debt		331,703		317,000
Stockholder’s equity		240,585		244,501
Total liabilities and stockholder’s equity	$	842,795	$	834,891

See accompanying notes.

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ASSOCIATED MATERIALS INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands)

	Quarter		Quarter
	Ended		Ended
	April 1,		April 2,
	2006		2005
Net sales	$	259,280	$	218,569
Cost of sales		200,176		169,537
Gross profit		59,104		49,032
Selling, general and administrative expense		51,014		50,751
Facility closure costs		—		2,553
Income (loss) from operations		8,090		(4,272	)
Interest expense, net		7,726		7,311
Foreign currency (gain) loss		159		(3	)
Income (loss) before income taxes		205		(11,580	)
Income taxes (benefit)		89		(4,319	)
Net income (loss)	$	116	$	(7,261	)

See accompanying notes.

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ASSOCIATED MATERIALS INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Quarter			Quarter
	Ended			Ended
	April 1,			April 2,
	2006			2005
Operating Activities
Net income (loss)	$	116		$	(7,261	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		5,380			4,956
Amortization of deferred financing costs		720			756
Amortization of management fee		125			1,000
Stock compensation expense		—			319
Changes in operating assets and liabilities:
Accounts receivable, net		(3,219	)		(2,450	)
Inventories		(18,709	)		(25,347	)
Income taxes		(3,934	)		(3,387	)
Accounts payable and accrued liabilities		1,052			(4,441	)
Other		1,294			(1,507	)
Net cash used in operating activities		(17,175	)		(37,362	)
Investing Activities
Additions to property, plant and equipment		(2,456	)		(9,128	)
Net cash used in investing activities		(2,456	)		(9,128	)
Financing Activities
Net increase in revolving line of credit		14,703			43,619
Dividends		(3,833	)		(33,713	)
Settlement of promissory notes		—			(11,607	)
Financing costs		(108	)		—
Net cash provided by (used in) financing activities		10,762			(1,701	)
Net decrease in cash		(8,869	)		(48,191	)
Effect of exchange rate changes on cash		17			(174	)
Cash at beginning of period		12,300			58,054
Cash at end of period	$	3,448		$	9,689
Supplemental information:
Cash paid for interest	$	2,732		$	2,129
Cash paid (received) for income taxes	$	4,050		$	(1,004	)

See accompanying notes.

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ASSOCIATED MATERIALS INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED APRIL 1, 2006

(Unaudited)

Note 1 — Basis of Presentation

     The unaudited financial statements of Associated Materials Incorporated (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting, the instructions to Form 10-Q, and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, these interim consolidated financial statements contain all of the normal recurring accruals and adjustments considered necessary for a fair presentation of the unaudited results for the three month periods ended April 1, 2006 and April 2, 2005. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in its annual report on Form 10-K for the year ended December 31, 2005.

     A detailed description of the Company’s significant accounting policies and management judgments is located in the audited financial statements for the year ended December 31, 2005, included in the Company’s Form 10-K filed with the Securities and Exchange Commission (“SEC”).

     The Company is a wholly owned subsidiary of Associated Materials Holdings Inc. (“Holdings”), which is a wholly owned subsidiary of AMH Holdings, Inc. (“AMH”). AMH is a wholly owned subsidiary of AMH Holdings II, Inc. (“AMH II”) which is controlled by affiliates of Investcorp S.A. (“Investcorp”) and Harvest Partners, Inc. (“Harvest Partners”). Holdings, AMH and AMH II do not have material assets or operations other than a direct or indirect ownership of the common stock of the Company.

     The Company is a leading, vertically integrated manufacturer and North American distributor of exterior residential building products. The Company’s core products are vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, and vinyl fencing and railing. Because most of the Company’s building products are intended for exterior use, the Company’s sales and operating profits tend to be lower during periods of inclement weather. Therefore, the results of operations for any interim period are not necessarily indicative of the results of operations for a full year.

     Certain prior period amounts have been reclassified to conform with the current period presentation.

Note 2 — Inventories

     Inventories are valued at the lower of cost (first in, first out) or market. Inventories consist of the following (in thousands):

	April 1,		December 31,
	2006		2005
Raw materials	$	33,948	$	27,480
Work-in-process		12,444		10,709
Finished goods and purchased stock		105,613		95,335
	$	152,005	$	133,524

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Note 3 — Goodwill and Other Intangible Assets

     Goodwill represents the purchase price in excess of the fair value of the tangible and intangible net assets acquired in a business combination. Goodwill of $230.7 million as of both April 1, 2006 and December 31, 2005 consists of $194.2 million from the April 2002 merger transaction and $36.5 million from the acquisition of Gentek Holdings, Inc. (“Gentek”). None of the Company’s goodwill is deductible for income tax purposes. The Company’s other intangible assets consist of the following (in thousands):

	Average
	Amortization		April 1, 2006						December 31, 2005
	Period				Accumulated		Net Carrying				Accumulated		Net Carrying
	(in Years)		Cost		Amortization		Value		Cost		Amortization		Value
Trademarks and trade names		15	$	109,280	$	7,047	$	102,233	$	109,280	$	6,580	$	102,700
Patents		10		6,550		2,579		3,971		6,550		2,416		4,134
Customer base		7		4,815		1,963		2,852		4,824		1,791		3,033
Total other intangible assets			$	120,645	$	11,589	$	109,056	$	120,654	$	10,787	$	109,867

     The Company has determined that trademarks and trade names totaling $81.1 million (included in the $109.3 million in the table above) consisting primarily of the Alside^®, Revere^® and Gentek^® trade names have indefinite useful lives. Amortization expense related to other intangible assets was approximately $0.8 million for each of the quarters ended April 1, 2006 and April 2, 2005.

Note 4 — Long-Term Debt

     Long-term debt consists of the following (in thousands):

	April 1,		December 31,
	2006		2005
9 3/4% notes	$	165,000	$	165,000
Term loan under credit facility		152,000		152,000
Revolving loans under credit facility		14,703		—
Total debt	$	331,703	$	317,000

     On February 1, 2006, the Company entered into an amendment to the credit facility that amended certain covenants that require the Company to achieve certain financial ratios relating to leverage, coverage of fixed charges and coverage of interest expense and increased the revolving credit facility from $80 million to $90 million in anticipation of potentially higher working capital requirements due to higher commodity costs. As a result, interest margins on each of the term loan facility and the revolving credit facility increased by 0.25%. Effective with this amendment, the term facility bears interest at London Interbank Offered Rates (“LIBOR”) plus 2.50% payable quarterly at the end of each calendar quarter and the revolving credit facility bears interest at LIBOR plus a margin of 2.50% to 3.25% based on the Company’s leverage ratio, as defined in the amended and restated credit facility.

     The credit facility and the indenture governing the 9 3/4% notes contain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, make loans or advances to subsidiaries and other entities, invest in capital expenditures, sell its assets or declare dividends. In addition, under the credit facility the Company is required to achieve certain financial ratios relating to leverage, coverage of fixed charges and coverage of interest expense. If the Company is not in compliance with these certain financial ratio covenant requirements, and the non-compliance is not cured or waived, the Company would be in default and the credit facility lenders could cause repayment of the credit facility to be accelerated, in which case amounts outstanding under the credit facility would become immediately due and payable. In addition, the 9 3/4% notes would become due and payable upon an acceleration of the Company’s credit facility. The Company was in compliance with its covenants as of April 1, 2006.

     In March 2004, AMH completed an offering of $446 million aggregate principal at maturity of 11 1/4% senior discount notes, which mature on March 1, 2014. The accreted value of the 11 1/4% notes as of April 1, 2006 was $324.2 million. In December 2004, AMH II completed an offering of 13 5/8% senior notes, which mature on December 1, 2014. The accreted value of the 13 5/8% notes as of April 1, 2006 was $78.5 million. Because AMH and AMH II are holding companies with no operations,

-5-

they must receive distributions, payments or loans from subsidiaries to satisfy obligations on the 11 1/4% notes and the 13 5/8% notes. An acceleration of the Company’s credit facility and the 9 3/4% notes as a result of a future default would have a material adverse effect on the Company’s ability to make such distributions, payments or loans to its direct and indirect parent companies. The Company does not guarantee the 11 1/4% notes or the 13 5/8% notes and has no obligation to make any payments with respect thereto. Total AMH II debt, including that of its consolidated subsidiaries, was approximately $734.4 million as of April 1, 2006.

Note 5 — Stock Plans

     In December 2004, the FASB issued SFAS No. 123 (Revised), “Share-Based Payment.” This standard revises SFAS No. 123, “Accounting for Stock Based Compensation,” Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related accounting interpretations, and eliminates the use of the intrinsic value method. For all stock options granted prior to January 1, 2006, the Company used the intrinsic value method under APB Opinion No. 25 to value stock options for reporting purposes and the minimum value method under SFAS No. 123 to value stock options for pro forma disclosure purposes. SFAS No. 123 (Revised) requires the expensing of all stock-based compensation, including stock options, using a fair value based method. The Company adopted this standard at the beginning of fiscal 2006. SFAS No. 123 (Revised) requires companies that used the minimum value method for pro forma disclosure purposes in accordance with SFAS No. 123 to adopt the new standard prospectively. As a result, the Company will continue to account for stock options granted prior to January 1, 2006 using the APB Opinion No. 25 intrinsic value method, unless such options are subsequently modified, repurchased or cancelled after January 1, 2006. For stock options granted after January 1, 2006, the Company recognizes compensation expense over the requisite service period, in accordance with SFAS No. 123 (Revised). The ultimate impact this standard will have on the Company’s financial statements will depend on the amount and terms of share-based payments granted after the date of adoption. The Company did not issue any share-based payments during the first quarter of 2006.

Note 6 — Comprehensive Income

     Comprehensive loss differs from net income (loss) due to foreign currency translation adjustments as follows (in thousands):

	Quarter			Quarter
	Ended			Ended
	April 1,			April 2,
	2006			2005
Net income (loss) as reported	$	116		$	(7,261	)
Foreign currency translation adjustments		(198	)		(807	)
Comprehensive loss	$	(82	)	$	(8,068	)

Note 7 — Retirement Plans

     The Company’s Alside division sponsors a defined benefit pension plan which covers hourly workers at its plant in West Salem, Ohio and a defined benefit retirement plan covering salaried employees, which was frozen in 1998 and subsequently replaced with a defined contribution plan. The Company’s Gentek subsidiary sponsors a defined benefit pension plan for the hourly union employees at its Woodbridge, New Jersey plant (together with the Alside sponsored defined benefit plans, the “Domestic Plans”) as well as a defined benefit pension plan covering Gentek Canadian salaried employees and hourly union employees at the Lambeth, Ontario Canada plant, a defined benefit pension plan for the hourly union employees at its Burlington, Ontario Canada plant and a defined benefit pension plan for the hourly union employees at its Pointe Claire, Quebec Canada plant (the “Foreign Plans”). Accrued pension liabilities are included in other liabilities in the accompanying balance sheets. The actuarial valuation measurement date for the defined benefit pension plans is December 31. Components of defined benefit pension plan costs are as follows (in thousands):

-6-

	Quarter						Quarter
	Ended						Ended
	April 1,						April 2,
	2006						2005
	Domestic			Foreign			Domestic			Foreign
	Plans			Plans			Plans			Plans
Net periodic pension cost
Service cost	$	127		$	493		$	123		$	331
Interest cost		688			591			670			504
Expected return on assets		(732	)		(653	)		(758	)		(533	)
Amortization of prior service costs		—			7			—			—
Amortization of unrecognized net loss		228			10			143			—
Net periodic pension cost	$	311		$	448		$	178		$	302

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Note 8 — Subsidiary Guarantors

     The Company’s payment obligations under the 9 3/4% notes are fully and unconditionally guaranteed, jointly and severally (collectively, the “Subsidiary Guarantees”) on a senior subordinated basis, by its domestic wholly owned subsidiaries: Gentek, Gentek Building Products Inc. and Alside, Inc. (“Guarantor Subsidiaries”). Alside, Inc. is a wholly owned subsidiary having no assets, liabilities or operations. Gentek Building Products Limited (“Non-Guarantor Subsidiary”) is a Canadian company and does not guarantee the Company’s 9 3/4% notes. In the opinion of management, separate financial statements of the respective Guarantor Subsidiaries would not provide additional material information which would be useful in assessing the financial composition of the Guarantor Subsidiaries. None of the Guarantor Subsidiaries has any significant legal restrictions on the ability of investors or creditors to obtain access to its assets in the event of default on the Subsidiary Guarantees other than its subordination to senior indebtedness.

ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
April 1, 2006
(In thousands)
(Unaudited)

			Guarantor		Non-Guarantor		Reclassification/
	Parent		Subsidiaries		Subsidiary		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	1,029	$	407	$	2,012	$	—		$	3,448
Accounts receivable, net		97,721		26,146		26,822		—			150,689
Intercompany receivables		—		33,221		18,789		(52,010	)		—
Receivable from parent		3,908		—		—		—			3,908
Inventories		98,346		19,611		34,048		—			152,005
Income taxes receivable		—		3,059		—		(3,059	)		—
Deferred income taxes		17,560		9,069		—		—			26,629
Other current assets		7,279		979		1,449		—			9,707
Total current assets		225,843		92,492		83,120		(55,069	)		346,386
Property, plant and equipment, net		105,229		3,901		32,174		—			141,304
Goodwill		194,174		36,519		—		—			230,693
Other intangible assets, net		96,244		11,646		1,166		—			109,056
Investment in subsidiaries		137,604		38,947		—		(176,551	)		—
Other assets		14,875		—		481		—			15,356
Total assets	$	773,969	$	183,505	$	116,941	$	(231,620	)	$	842,795
Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	51,041	$	20,879	$	32,331	$	—		$	104,251
Intercompany payables		38,952		—		13,058		(52,010	)		—
Accrued liabilities		39,683		5,685		5,842		—			51,210
Income taxes payable		6,365		—		528		(3,059	)		3,834
Total current liabilities		136,041		26,564		51,759		(55,069	)		159,295
Deferred income taxes		62,207		1,549		3,329		—			67,085
Other liabilities		17,136		17,788		9,203		—			44,127
Long-term debt		318,000		—		13,703		—			331,703
Stockholder’s equity		240,585		137,604		38,947		(176,551	)		240,585
Total liabilities and stockholder’s equity	$	773,969	$	183,505	$	116,941	$	(231,620	)	$	842,795

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ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended April 1, 2006
(In thousands)
(Unaudited)

				Guarantor			Non-Guarantor		Reclassification/
	Parent			Subsidiaries			Subsidiary		Eliminations			Consolidated
Net sales	$	182,349		$	57,858		$	60,313	$	(41,240	)	$	259,280
Cost of sales		137,335			54,723			49,358		(41,240	)		200,176
Gross profit		45,014			3,135			10,955		—			59,104
Selling, general and administrative expense		39,564			4,867			6,583		—			51,014
Income (loss) from operations		5,450			(1,732	)		4,372		—			8,090
Interest expense, net		7,494			—			232		—			7,726
Foreign currency loss		—			—			159		—			159
Income (loss) before income taxes		(2,044	)		(1,732	)		3,981		—			205
Income taxes (benefit)		(1,837	)		593			1,333		—			89
Income (loss) before equity income from subsidiaries		(207	)		(2,325	)		2,648		—			116
Equity income (loss) from subsidiaries		323			2,648			—		(2,971	)		—
Net income	$	116		$	323		$	2,648	$	(2,971	)	$	116

ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Quarter Ended April 1, 2006
(In thousands)
(Unaudited)

				Guarantor			Non-Guarantor
	Parent			Subsidiaries			Subsidiary			Consolidated
Net cash used in operating activities	$	(10,701	)	$	(2,232	)	$	(4,242	)	$	(17,175	)
Investing Activities
Additions to property, plant and equipment		(1,979	)		(26	)		(451	)		(2,456	)
Net cash used in investing activities		(1,979	)		(26	)		(451	)		(2,456	)
Financing Activities
Net increase in revolving line of credit		1,000			—			13,703			14,703
Dividends		(3,833	)		—			—			(3,833	)
Financing Costs		(108	)		—			—			(108	)
Intercompany transactions		9,640			1,619			(11,259	)		—
Net cash provided by financing activities		6,699			1,619			2,444			10,762
Net decrease in cash		(5,981	)		(639	)		(2,249	)		(8,869	)
Effect of exchange rate changes on cash		—			—			17			17
Cash at beginning of period		7,010			1,046			4,244			12,300
Cash at end of period	$	1,029		$	407		$	2,012		$	3,448

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ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2005
(In thousands)

			Guarantor		Non-Guarantor		Reclassification/
	Parent		Subsidiaries		Subsidiary		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	7,010	$	1,046	$	4,244	$	—		$	12,300
Accounts receivable, net		100,679		26,506		20,479		—			147,664
Intercompany receivables		—		34,843		18,787		(53,630	)		—
Receivable from parent		3,908		—		—		—			3,908
Inventories		90,773		14,672		28,079		—			133,524
Income taxes receivable		—		2,860		—		(2,860	)		—
Deferred income taxes		17,560		9,069		—		—			26,629
Other current assets		7,987		1,062		1,171		—			10,220
Total current assets		227,917		90,058		72,760		(56,490	)		334,245
Property, plant and equipment, net		106,887		4,167		32,534		—			143,588
Goodwill		194,174		36,517		—		—			230,691
Other intangible assets, net		96,803		11,819		1,245		—			109,867
Investment in subsidiaries		137,480		36,497		—		(173,977	)		—
Other assets		15,999		—		501		—			16,500
Total assets	$	779,260	$	179,058	$	107,040	$	(230,467	)	$	834,891
Liabilities And Stockholder’s Equity
Current liabilities:
Accounts payable	$	57,820	$	13,073	$	26,040	$	—		$	96,933
Intercompany payables		29,311		—		24,319		(53,630	)		—
Accrued liabilities		41,568		9,162		6,981		—			57,711
Income taxes payable		10,263		—		368		(2,860	)		7,771
Total current liabilities		138,962		22,235		57,708		(56,490	)		162,415
Deferred income taxes		62,208		1,549		3,344		—			67,101
Other liabilities		16,589		17,794		9,491		—			43,874
Long-term debt		317,000		—		—		—			317,000
Stockholder’s equity		244,501		137,480		36,497		(173,977	)		244,501
Total liabilities and stockholder’s equity	$	779,260	$	179,058	$	107,040	$	(230,467	)	$	834,891

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ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Quarter Ended April 2, 2005
(In thousands)
(Unaudited)

							Non-
				Guarantor			Guarantor			Reclassification/
	Parent			Subsidiaries			Subsidiary			Elimination			Consolidated
Net sales	$	154,714		$	45,122		$	46,021		$	(27,288	)	$	218,569
Cost of sales		118,169			40,371			38,285			(27,288	)		169,537
Gross profit		36,545			4,751			7,736			—			49,032
Selling, general and administrative expense		38,732			5,920			6,099			—			50,751
Facility closure costs		2,553			—			—			—			2,553
Income (loss) from operations		(4,740	)		(1,169	)		1,637			—			(4,272	)
Interest expense, net		7,198			2			111			—			7,311
Foreign currency (gain) loss		—			—			(3	)		—			(3	)
Income (loss) from before income taxes		(11,938	)		(1,171	)		1,529			—			(11,580	)
Income taxes (benefit)		(4,378	)		(481	)		540			—			(4,319	)
Income (loss) before equity income from subsidiaries		(7,560	)		(690	)		989			—			(7,261	)
Equity income (loss) from subsidiaries		299			989			—			(1,288	)		—
Net income (loss)	$	(7,261	)	$	299		$	989		$	(1,288	)	$	(7,261	)

ASSOCIATED MATERIALS INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Quarter Ended April 2, 2005
(In thousands)
(Unaudited)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiary			Consolidated
Net cash used in operating activities	$	(14,155	)	$	(9,984	)	$	(13,223	)	$	(37,362	)
Investing Activities
Additions to property, plant and equipment		(8,627	)		(315	)		(186	)		(9,128	)
Net cash used in investing activities		(8,627	)		(315	)		(186	)		(9,128	)
Financing Activities
Net increase in revolving line of credit		30,666			—			12,953			43,619
Dividends		(33,713	)		—			—			(33,713	)
Settlement of promissory notes		(11,607	)		—			—			(11,607	)
Intercompany transactions		82			5,056			(5,138	)		—
Net cash provided by (used in) financing activities		(14,572	)		5,056			7,815			(1,701	)
Net increase (decrease) in cash		(37,354	)		(5,243	)		(5,594	)		(48,191	)
Effect of exchange rates on cash		—			—			(174	)		(174	)
Cash at beginning of period		43,693			6,883			7,478			58,054
Cash at end of period	$	6,339		$	1,640		$	1,710		$	9,689

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

     The Company is a leading, vertically integrated manufacturer and North American distributor of exterior residential building products. The Company’s core products are vinyl windows, vinyl siding, aluminum trim coil, aluminum and steel siding and accessories, and vinyl fencing and railing. Vinyl windows and vinyl siding together comprise approximately 60% of the Company’s total net sales, while aluminum and steel products comprise approximately 18%. These products are marketed under the Alside^®, Revere^® and Gentek^® brand names and sold on a wholesale basis to more than 50,000 professional contractors engaged in home repair and remodeling and new home construction principally through the Company’s North American network of 128 supply centers. Approximately 60% of the Company’s products are sold to contractors engaged in the home repair and remodeling market with 40% sold to the new construction market. The supply centers provide “one-stop shopping” to the Company’s contractor customers, carrying products, accessories and tools necessary to complete a vinyl window or siding project. In addition, the supply centers provide high quality product literature, product samples and installation training to these customers.

     Because its exterior residential building products are consumer durable goods, the Company’s sales are impacted by the availability of consumer credit, consumer interest rates, employment trends, changes in levels of consumer confidence, national and regional trends in new housing starts and general economic conditions. The Company’s sales are also affected by changes in consumer preferences with respect to types of building products. Overall, the Company believes the fundamentals for the building products industry remain strong as the population continues to age, homes continue to get older, household formation continues to be strong and vinyl remains the optimal material for exterior cladding and window solutions, all of which bodes well for the demand for the Company’s remodeling products in the future. In the short term, despite relatively strong consumer confidence and low levels of unemployment, there are a number of factors which indicate that the strength in the housing market may be weakening. Sales of new single-family homes declined in the first quarter of 2006 compared to both the first quarter and the fourth quarter of 2005 and the inventory of homes available for sale increased during the first quarter of 2006. In addition, the pace of new home construction is slowing, as single-family housing starts declined in February and March of 2006. Despite many indicators pointing to a decline in the housing market, many home builders continue to remain positive that 2006 will still be a strong year, albeit not as strong as 2005. While mortgage interest rates are increasing, rates are still well below the long-term historical averages. These factors increase the variability of demand for building products in the short-term.

     Due to the high price of oil and natural gas and strong overall consumption of raw materials, the Company, along with the entire building products industry, experienced significant inflation during 2004 and 2005 in key raw material commodity costs – particularly for vinyl resin, aluminum and steel, as well as in other raw materials such as microingredients used in the Company’s vinyl siding products. This includes significant increases in vinyl resin in the fourth quarter of 2005 as a result of the impact of Hurricanes Katrina and Rita, which caused a significant increase in energy costs. In addition, London Metal Exchange pricing for aluminum began to increase during the second half of 2005, reaching record levels in 2006. The Company believes that the increases in aluminum costs in the latter portion of 2005 and continuing into 2006 have been a result of speculation in the commodities markets, rather than a reflection of the fundamentals of supply and demand. To offset the inflation of raw materials, the Company announced price increases on certain of its product offerings in 2004 as well as in 2005. In addition, due to the overall higher cost of aluminum in 2006, the Company announced further price increases on its aluminum products in February of 2006 and is planning another increase in the second quarter of 2006. The Company’s ability to maintain gross margin levels on its products during periods of rising raw material costs depends on the Company’s ability to obtain selling price increases. Further, the results of operations for individual quarters can and have been negatively impacted by a delay between the timing of raw material cost increases and price increases on the Company’s products. There can be no assurance that the Company will be able to maintain the selling price increases already implemented or achieve the announced price increases.

     The Company operates with significant operating and financial leverage. Significant portions of the Company’s manufacturing, selling, general and administrative expenses are fixed costs that neither increase nor decrease proportionately with sales. In addition, a significant portion of the Company’s interest expense is fixed. There can be no assurance that the Company will be able to reduce its fixed costs in response to a decline in its net sales. As a result, a decline in the Company’s net sales could result in a higher percentage decline in its income from operations.

     Because most of the Company’s building products are intended for exterior use, sales tend to be lower during periods of inclement weather. Weather conditions in the first quarter of each calendar year usually result in that quarter producing significantly less net sales and net cash flows from operations than in any other period of the year. Consequently, the Company has historically had small profits or losses in the first quarter and reduced profits from operations in the fourth quarter of each calendar year. To meet seasonal cash flow needs, during the periods of reduced sales and net cash flows from operations the Company typically

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makes borrowings under the revolving loan portion of its credit facility and repays such borrowings in periods of higher cash flow. The Company typically generates the majority of its cash flow in the third and fourth quarters.

     The Company seeks to distinguish itself from other suppliers of residential building products and to sustain its profitability through a business strategy focused on increasing sales at existing supply centers, selectively expanding its supply center network, increasing sales through independent specialty distributor customers, developing innovative new products, expanding sales of third party manufactured products through its supply center network, and driving operational excellence by reducing costs and increasing customer service levels. While the Company intends to analyze new and existing markets for the selection of new supply center locations, the Company does not currently intend to open any new supply center locations for fiscal 2006.

Results of Operations

     The following table sets forth for the periods indicated the results of the Company’s operations (in thousands):

	Quarter		Quarter
	Ended		Ended
	April 1,		April 2,
	2006		2005
Net sales	$	259,280	$	218,569
Cost of sales		200,176		169,537
Gross profit		59,104		49,032
Selling, general and administrative expense		51,014		50,751
Facility closure costs		—		2,553
Income (loss) from operations		8,090		(4,272	)
Interest expense, net		7,726		7,311
Foreign currency (gain) loss		159		(3	)
Income (loss) before income taxes		205		(11,580	)
Income taxes (benefit)		89		(4,319	)
Net income (loss)	$	116	$	(7,261	)
Other Data:
EBITDA (a)	$	13,311	$	687
Adjusted EBITDA (a)		15,680		4,556

(a) EBITDA is calculated as net income (loss) plus interest, taxes, depreciation and amortization. Adjusted EBITDA excludes certain items. The Company considers adjusted EBITDA to be an important indicator of its operational strength and performance of its business. The Company has included adjusted EBITDA because it is a key financial measure used by management to (i) assess the Company’s ability to service its debt and / or incur debt and meet the Company’s capital expenditure requirements; (ii) internally measure the Company’s operating performance; and (iii) determine the Company’s incentive compensation programs. In addition, the Company’s credit facility has certain covenants that use ratios utilizing this measure of adjusted EBITDA. EBITDA and adjusted EBITDA have not been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted EBITDA as presented by the Company may not be comparable to similarly titled measures reported by other companies. EBITDA and adjusted EBITDA are not measures determined in accordance with GAAP and should not be considered as alternatives to, or more meaningful than, net income (as determined in accordance with GAAP) as a measure of the Company’s operating results or cash flows from operations (as determined in accordance with GAAP) as a measure of the Company’s liquidity. The reconciliation of the Company’s net income (loss) to EBITDA and adjusted EBITDA is as follows (in thousands):

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	Quarter		Quarter
	Ended		Ended
	April 1,		April 2,
	2006		2005
Net income (loss)	$	116	$	(7,261	)
Interest		7,726		7,311
Taxes		89		(4,319	)
Depreciation and amortization		5,380		4,956
EBITDA		13,311		687
Foreign currency (gain) loss		159		(3	)
Separation costs (b)		2,085		—
Amortization of management fee (c)		125		1,000
Stock compensation expense		—		319
Facility closure costs (d)		—		2,553
Adjusted EBITDA	$	15,680	$	4,556

(b)	Represents separation costs, including payroll taxes and benefits, related to the resignation of Mr. Caporale, Chairman, President and Chief Executive Officer of the Company by mutual agreement with the Company’s Board of Directors.
(c)	Represents amortization of a prepaid management fee of $6 million paid to Investcorp International Inc. in connection with the December 2004 recapitalization transaction. The Company expenses the prepaid management fee based on the services provided over the life of the agreement, as defined in the Management Advisory Agreement with Investcorp International Inc. As such, the Company recorded $4 million as expense for the year ended December 31, 2005, with the remaining unamortized amount to be expensed equally over the remaining four-year term of the agreement.
(d)	Represents one-time costs associated with the closure of the Freeport, Texas manufacturing facility consisting primarily of equipment relocation expenses.

Quarter Ended April 1, 2006 Compared to Quarter Ended April 2, 2005

     Net sales increased 18.6%, or $40.7 million, during the first quarter of 2006 compared to the same period in 2005 driven primarily by increased sales volumes for both vinyl windows and vinyl siding, along with the impact of price increases implemented during the fourth quarter of 2005 and the first quarter of 2006. The Company experienced unit volume increases in vinyl windows and siding, of 18% and 7%, respectively, during the first quarter of 2006 as compared to the first quarter of 2005. The Company believes that its sales volumes for the first quarter of 2006 were positively impacted by the mild winter weather conditions experienced in the Eastern half of the U.S. during the quarter. In addition, the Company believes that window unit sales for the first quarter of 2006 benefited from consumer spending targeted at reducing home heating costs.

     Gross profit in the first quarter of 2006 was $59.1 million, or 22.8% of net sales, compared to gross profit of $49.0 million, or 22.4% of net sales, in the first quarter of 2005. The increase in gross profit as a percentage of net sales was primarily a result of improved leverage of fixed costs due to higher sales volumes. In addition, the Company experienced a modest benefit from selling price increases in excess of commodity cost increases during the first quarter of 2006 of $0.6 million.

     Selling, general and administrative expense increased to $51.0 million, or 19.7% of net sales, for the first quarter of 2006 versus $50.8 million, or 23.2% of net sales, for the same period in 2005. Selling, general and administrative expense for the first quarter of 2006 includes $2.1 million of separation costs related to the resignation of the Company’s Chief Executive Officer and amortization of prepaid management fees of $0.1 million. Selling, general and administrative expense for the first quarter of 2005 includes $1.0 million of amortization of prepaid management fees and non-cash stock compensation expense of $0.3 million. Excluding CEO separation costs, amortization of prepaid management fees and non-cash stock compensation expense, selling, general and administrative expense for the first quarter of 2006 decreased slightly compared to the same period in 2005. The decrease was due primarily to a decrease in marketing expenses and lower payroll expenses as a result of a headcount reduction plan implemented in the second half of 2005, offset partially by increased expenses in the Company’s supply center network, including payroll costs and building and truck lease expenses, as well as expenses relating to new supply centers opened during the past twelve months. During the first quarter of 2005, the Company incurred facility closure costs of approximately $2.6 million relating to the closing of its Freeport, Texas manufacturing plant. Income from operations for the first quarter of 2006 was $8.1 million compared to a loss from operations of $4.3 million in the first quarter of 2005.

     Interest expense increased $0.4 million for the first quarter of 2006 compared to the same period in 2005. The increase in interest expense was due to higher interest rates on floating rate debt under the Company’s credit facility and additional margin on borrowings under the Company’s credit facility subsequent to the amendment completed during the first quarter of 2006, partially offset by lower overall borrowings on both the term and revolving loans under the Company’s credit facility.

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     The income tax provision for the first quarter of 2006 reflects an effective income tax rate of 43.4%, compared to an effective income tax rate of 37.3% for the first quarter of 2005. The increase in the effective income tax rate in 2006 was due to the Company’s intent to remit future earnings of its Canadian subsidiary to the U.S. parent and the limitations on the Company’s ability to take full advantage of foreign tax credits related to Canadian earnings.

     Net income increased to $0.1 million for the quarter ended April 1, 2006 compared to a net loss of $7.3 million for the quarter ended April 2, 2005. The increase in net income was primarily a result of the higher net sales during the first quarter of 2006, as discussed above, as well as the facility closure costs incurred in the first quarter of 2005.

     EBITDA for the first quarter of 2006 was $13.3 million. This compares to EBITDA of $0.7 million for the same period in 2005. Adjusted EBITDA for the first quarter of 2006 was $15.7 million compared to adjusted EBITDA of $4.6 million for the same period in 2005. Adjusted EBITDA for the first quarter of 2006 excludes separation costs of $2.1 million related to the resignation of the Company’s Chief Executive Officer, $0.1 million of amortization related to prepaid management fees, and foreign currency losses of $0.2 million. Adjusted EBITDA for the first quarter of 2005 excludes one-time costs of $2.6 million associated with the closure of the Company’s Freeport, Texas manufacturing facility, $1.0 million of amortization related to prepaid management fees, and $0.3 million of non-cash stock compensation expense.

     During 2005, the Company consolidated its Freeport, Texas vinyl siding manufacturing facility into its Ennis, Texas vinyl siding manufacturing facility. The Company incurred approximately $10 million of higher manufacturing costs during 2005 related to the plant consolidation. In addition, the Company did not meet service level requirements from the plant to its customers during most of 2005. During the fourth quarter of 2005 and first quarter of 2006, the Company increased vinyl siding inventory levels throughout its supply chain, which the Company believes will improve service levels during 2006. The Company continues to implement its improvement plan for the Ennis plant. For the first quarter of 2006, manufacturing costs at the Ennis plant were relatively flat compared to the first quarter of 2005. The Company believes the manufacturing costs at the Ennis plant will be unfavorable to the prior year for the second quarter of 2006, although at significantly lower levels than experienced in the prior year. The Company believes the manufacturing costs at the Ennis plant for the third and fourth quarters of 2006 will be favorable compared to the same periods of 2005.

Liquidity and Capital Resources

     The following sets forth a summary of the Company’s cash flows for the quarter ended April 1, 2006 and April 2, 2005 (in thousands):

	Quarter			Quarter
	Ended			Ended
	April 1,			April 2,
	2006			2005
Cash used in operating activities	$	(17,175	)	$	(37,362	)
Cash used in investing activities		(2,456	)		(9,128	)
Cash provided by (used in) financing activities		10,762			(1,701	)

Cash Flows

     At April 1, 2006, the Company had cash and cash equivalents of $3.4 million and available borrowing capacity of approximately $67.2 million under the revolving portion of its credit facility. Outstanding letters of credit as of April 1, 2006 totaled $8.1 million securing various insurance letters of credit.

Cash Flows from Operating Activities

     Net cash used in operating activities was $17.2 million for the quarter ended April 1, 2006 compared to net cash used in operating activities of $37.4 million for the quarter ended April 2, 2005. The factors typically impacting the first quarter cash flows from operating activities include the operating results for each quarter, the seasonal increase of inventory levels and growth in accounts payable related to inventory purchases, and use of cash related to payments for accrued liabilities including payments of accrued commissions and profit sharing and customer sales incentives. Inventories increased $18.7 million during the first quarter of 2006 compared to $25.3 million during the first quarter of 2005. The inventory growth for the first quarter of 2005 was higher than the growth in inventories during the first quarter of 2006 due primarily to growth in the inventory levels of third party manufactured products in the Company’s supply centers during the first quarter of 2005 due to initiatives to increase sales in this category, purchases of aluminum in the first quarter of 2005 due to anticipated supply constraints in the metals market, as well as

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increases in aluminum costs in the first quarter of 2005 due to significant increases in conversion costs. Accounts payable and accrued liabilities were a source of cash of $1.1 million for the first quarter of 2006, compared to a use of cash of $4.4 million for the first quarter of 2005, resulting in a net improvement in cash flows of $5.5 million, which is primarily due to reduced profit sharing payments in the first quarter of 2006, as 2005 operating results were below management profit sharing targets. Cash flows used in operating activities for the quarter ended April 1, 2006 includes income tax payments of $4.1 million, while cash flows used in operating activities for the quarter ended April 2, 2005 includes $1.0 million of income tax refunds, net of income tax payments, for refunds received in 2005 related to deductions associated with the December 2004 recapitalization transaction.

Cash Flows from Investing Activities

     Net cash used in investing activities consisted of capital expenditures that totaled $2.5 million and $9.1 million for the quarters ended April 1, 2006 and April 2, 2005, respectively. Capital expenditures in the first quarter of 2006 were primarily to increase capacity in our windows manufacturing operations and in our Gentek vinyl siding operations. Capital expenditures in 2005 were primarily to increase capacity at the Company’s Ennis, Texas siding facility and to purchase land and equipment for the new window plant in Yuma, Arizona. The Company’s estimate of total capital expenditures for 2006 is $16 million to $18 million.

Cash Flows from Financing Activities

     Net cash provided by financing activities for the quarter ended April 1, 2006 includes borrowings on the revolving loan portion of the Company’s credit facility of $14.7 million, partially offset by dividend payments of $3.8 million and a payment for financing fees of $0.1 million. The dividend of $3.8 million was paid to AMI’s direct and indirect parent companies to fund AMH II’s scheduled interest payment on its 13 5/8% notes. Net cash used in financing activities for the quarter ended April 2, 2005 includes borrowings on the revolving loan portion of the Company’s credit facility of $43.6 million offset by dividend payments of $33.7 million and payments on promissory notes of $11.6 million, both relating to the December 2004 recapitalization transaction. The decrease in borrowings on the revolver for the quarter ended April 1, 2006 of $28.9 million as compared to the same period in the prior year was primarily due to a decrease in cash used in operating activities and reduced capital expenditures.

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Description of the Company’s Outstanding Indebtedness

     The Company’s term loan facility is due in August 2010 and the revolving credit facility expires in April 2009. On an annual basis, the Company is required to make principal payments on the term loan based on a percentage of excess cash flows as defined in the amended and restated credit facility. The Company will be required to make quarterly payments of the unamortized principal in the final year of the loan beginning in the fourth quarter of 2009. The Company will record as a current liability those principal payments that are estimated to be due within twelve months under the excess cash flow provision of the credit facility when the likelihood of those payments becomes probable.

     On February 1, 2006, the Company entered into an amendment to the credit facility that amended certain covenants that require the Company to achieve certain financial ratios relating to leverage, coverage of fixed charges and coverage of interest expense and increased the revolving credit facility from $80 million to $90 million in anticipation of potentially higher working capital requirements due to higher commodity costs. As a result, interest margins on each of the term loan facility and the revolving credit facility increased by 0.25%. Effective with this amendment, the term facility bears interest at London Interbank Offered Rates (“LIBOR”) plus 2.50% payable quarterly at the end of each calendar quarter and the revolving credit facility bears interest at LIBOR plus a margin of 2.50% to 3.25% based on the Company’s leverage ratio, as defined in the amended and restated credit facility.

     The Company’s 9 3/4% notes due in 2012 pay interest semi-annually in April and October. The 9 3/4% notes are general unsecured obligations of the Company subordinated in right of payment to senior indebtedness and senior in right of payment to any current or future subordinated indebtedness of the Company. The Company’s payment obligations under the 9 3/4% notes are fully and unconditionally guaranteed, jointly and severally on a senior subordinated basis, by its domestic wholly-owned subsidiaries: Gentek Holdings, Inc., Gentek Building Products Inc. and Alside, Inc. Alside, Inc. is a wholly owned subsidiary having no assets, liabilities or operations. Gentek Building Products Limited is a Canadian company and does not guarantee the Company’s 9 3/4% notes.

     The credit facility and the indenture governing the 9 3/4% notes contain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, make loans or advances to subsidiaries and other entities, invest in capital expenditures, sell its assets or declare dividends. In addition, under the credit facility the Company is required to achieve certain financial ratios relating to leverage, coverage of fixed charges and coverage of interest expense. If the Company is not in compliance with these certain financial ratio covenant requirements, and the non-compliance is not cured or waived, the Company would be in default and the credit facility lenders could cause repayment of the credit facility to be accelerated, in which case amounts outstanding under the credit facility would become immediately due and payable. In addition, the 9 3/4% notes would become due and payable upon an acceleration of the Company’s credit facility. The Company was in compliance with its covenants as of April 1, 2006.

     All obligations of the Company under the credit facility are jointly and severally guaranteed by AMH, Holdings and all of the Company’s direct and indirect wholly owned domestic subsidiaries. In addition, all obligations of Gentek under the credit facility also are jointly and severally guaranteed by Gentek’s wholly owned Canadian subsidiary. All obligations of the Company under the credit facility are secured by a pledge of the Company’s capital stock, the capital stock of Holdings and the capital stock of the Company’s domestic subsidiaries (and up to 66-2/3% of the voting stock of “first tier” foreign subsidiaries), and a security interest in substantially all of the Company’s owned real and personal assets (tangible and intangible) and the owned real and personal assets (tangible and intangible) of the domestic guarantors under the credit facility. In addition, all obligations of Gentek under the credit facility are secured by the capital stock and owned real and personal assets (tangible and intangible) owned by Gentek and its Canadian subsidiary.

     In March 2004, the Company’s indirect parent company, AMH, issued 11 1/4% senior discount notes in connection with the March 2004 dividend recapitalization. Interest accrues at a rate of 11 1/4% on the notes in the form of an increase in the accreted value of the notes prior to March 1, 2009. Thereafter, cash interest of 11 1/4% on the notes accrues and is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2009. The 11 1/4% notes mature on March 1, 2014. The notes are structurally subordinated to all existing and future debt and other liabilities of AMH’s existing and future subsidiaries, including the Company and Holdings. The accreted value of the 11 1/4% notes as of April 1, 2006 was $324.2 million.

     In December 2004, the Company’s indirect parent company, AMH II, issued senior notes in connection with the December 2004 recapitalization transaction, which had an accreted value of $78.5 million on April 1, 2006. The notes accrue interest at 13 5/8% payable semi-annually on July 30 and January 30. Through January 30, 2010, AMH II must pay a minimum of

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10% interest on each semi-annual payment date in cash, allowing the remaining 3 5/8% to accrue to the value of the note. The 13 5/8% notes mature on December 1, 2014.

     Because AMH and AMH II are holding companies with no operations, they must receive distributions, payments or loans from subsidiaries to satisfy obligations under the 11 1/4% notes and the 13 5/8% notes. The Company does not guarantee the 11 1/4% notes or the 13 5/8% notes and has no obligation to make any payments with respect thereto. Furthermore, the terms of the indenture governing the Company’s 9 3/4% notes and senior credit facility significantly restrict the Company and its subsidiaries from paying dividends and otherwise transferring assets to AMH or AMH II and the indenture governing AMH’s 11 1/4% notes further restricts AMH from making restricted payments. Delaware law may also restrict the Company’s ability to make certain distributions. In the first quarter of 2006, the Company and its direct and indirect parent companies declared a dividend of approximately $3.8 million to AMH II. The dividend was used to fund AMH II’s scheduled interest payment on its 13 5/8% notes. The Company and its direct and indirect parent companies expect to declare an additional dividend in July 2006 of approximately $3.9 million to fund AMH II’s scheduled interest payment on its 13 5/8% notes. If the Company is unable to distribute sufficient funds to its parent companies to allow them to make required payments on their indebtedness, AMH or AMH II may be required to refinance all or a part of their indebtedness or borrow additional funds. AMH or AMH II may not be able to refinance their indebtedness or borrow funds on acceptable terms. If a default occurs under the 13 5/8% notes, the holders of such notes could elect to declare such indebtedness due and payable and exercise their remedies under the indenture governing the 13 5/8% notes, which could have a material adverse effect on the Company. No cash distributions from the Company will be required to satisfy AMH’s interest payment obligations under the 11 1/4% notes until September 2009. Total AMH II debt, including that of its consolidated subsidiaries, was approximately $734.4 million as of April 1, 2006.

     The Company believes its cash flows from operations, its borrowing capacity under its amended and restated credit facility or its ability to obtain alternative financing would be sufficient to satisfy its obligations to pay principal and interest on its outstanding debt, maintain current operations and provide sufficient capital for presently anticipated capital expenditures. There can be no assurances, however, that the cash generated by the Company and available under the amended and restated credit facility will be sufficient for these purposes or that the Company would be able to refinance its indebtedness on acceptable terms.

Effects of Inflation

     The Company’s principal raw materials – vinyl resin, aluminum, and steel – have historically been subject to significant price changes. As a result of strong overall consumption and higher energy costs related to Hurricanes Katrina and Rita, raw material pricing on the Company’s key commodities increased significantly in fiscal year 2005. The Company believes that due to the high price of oil and natural gas, as well as expected continued strong demand, costs for vinyl resin, will continue to be at high levels during 2006. While the Company expects pricing for vinyl resin to slowly decline over the course of 2006, there can be no assurances that this will occur. The Company announced price increases on all vinyl siding products and a surcharge on vinyl windows that became effective during the fourth quarter of 2005. London Metal Exchange pricing for aluminum began to increase during the second half of 2005, reaching record levels in 2006. The Company believes that the increases in aluminum costs in the latter portion of 2005 and continuing into 2006 have been a result of speculation in the commodities markets, rather than a reflection of the fundamentals of supply and demand. The Company announced price increases on its aluminum products in December 2005 and February 2006, and the Company is planning another price increase on aluminum products for the second quarter of 2006. There can be no assurance that the Company will be able to maintain the selling price increases already implemented, or achieve any announced price increases or future price increases. In addition, there may be a delay from quarter to quarter between the timing of raw material cost increases and price increases on the Company’s products. At April 1, 2006, the Company had no raw material hedge contracts in place.

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Certain Forward-Looking Statements

     All statements other than statements of historical facts included in this report regarding the prospects of the industry and the Company’s prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue” or the negatives of these terms or variations of them or similar terminology. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it does not assure that these expectations will prove to be correct. Such statements reflect the current views of the Company’s management with respect to its operations, results of operations and future financial performance. The following factors are among those that may cause actual results to differ materially from the forward-looking statements:

• the Company’s operations and results of operations;

• changes in home building industry, economic conditions, interest rates, foreign currency exchange rates and other conditions;

• changes in availability of consumer credit, employment trends, levels of consumer confidence and consumer preferences;

• changes in raw material costs and availability;

• market acceptance of price increases;

• changes in national and regional trends in new housing starts and home remodeling;

• changes in weather conditions;

• the Company’s ability to comply with certain financial covenants in the credit facility and indenture governing its indebtedness;

• the Company’s ability to make distributions, payments or loans to its parent companies to allow them to make required payments on their debt;

• increases in competition from other manufacturers of vinyl and metal exterior residential building products as well as alternative building products;

• shifts in market demand;

• increases in the Company’s indebtedness;

• increases in costs of environmental compliance;

• increases in capital expenditure requirements;

• potential conflict between existing Alside and Gentek distribution channels;

• the other factors discussed under the heading “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2005 and elsewhere in this report.

     All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements included in this report. These forward-looking statements speak only as of the date of this report. The Company does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless the securities laws require it to do so.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

     The Company has outstanding borrowings under the term loan portion of its credit facility and may borrow under the revolving credit facility from time to time for general corporate purposes, including working capital and capital expenditures. Interest under the credit facility is based on LIBOR. At April 1, 2006, the Company had borrowings of $152.0 million under the term loan and $14.7 million under the revolver. The effect of a 1/8% increase or decrease in interest rates would increase or decrease total interest expense for the quarter ended April 1, 2006 by approximately $0.1 million.

     The Company has $165.0 million of senior subordinated notes due 2012 that bear a fixed interest rate of 9 3/4%. The fair value of the Company’s 9 3/4% notes is sensitive to changes in interest rates. In addition, the fair value is affected by the Company’s overall credit rating, which could be impacted by changes in the Company’s future operating results.

Foreign Currency Exchange Risk

     The Company’s revenues are primarily from domestic customers and are realized in U.S. dollars. However, the Company does realize revenues from sales made through Gentek’s Canadian distribution centers in Canadian dollars. The Company’s Canadian manufacturing facilities acquire raw materials and supplies from U.S. vendors, which results in foreign currency transactional gains and losses. However, payment terms among Canadian manufacturing facilities and these vendors are short-term in nature. Accordingly, the Company believes its direct foreign currency exchange risk is not material. At April 1, 2006, the Company had no currency hedges in place.

Commodity Price Risk

     See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Effects of Inflation” for a discussion of the market risk related to the Company’s principal raw materials – vinyl resin, aluminum and steel.

Item 4. Controls and Procedures

     The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on their evaluation as of the Evaluation Date, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods.

     There have been no changes to the Company’s internal control over financial reporting during the quarter ended April 1, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     The Company is involved from time to time in litigation arising in the ordinary course of business, none of which, after giving effect to the Company’s existing insurance coverage, is expected to have a material adverse effect on the Company.

     From time to time, the Company is involved in a number of proceedings and potential proceedings relating to environmental and product liability matters. The Company handles these claims in the ordinary course of business and maintains product liability insurance covering certain types of claims. Although it is difficult to estimate the Company’s potential exposure to these matters, the Company believes that the resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Item 1A. Risk Factors

     There have been no material changes from the risk factors disclosed under Item 1A. “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2005.

Item 6. Exhibits

(a) Exhibits

Exhibit
Number	Description
10.1	Amendment No. 1, dated as of February 1, 2006, to the Company’s Second Amended and Restated Credit Agreement, dated December 22, 2004, among Associated Materials Incorporated and Gentek Building Products Limited, as borrowers, AMH Holdings, Inc. and Associated Materials Holdings, Inc., as guarantors, the lenders party thereto, UBS AG, Stamford Branch, as the U.S. Administrative Agent, Canadian Imperial Bank of Commerce, as the Canadian Administrative Agent, Citigroup Global Markets Inc., as syndication agent, General Electric Capital Corporation and National City Bank, as Co-Documentation Agents, and UBS Securities, LLC and Citigroup Global Markets Inc., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 3, 2006).
10.2	Amended and Restated Employment Agreement, dated as of March 31, 2006, between the Company and D. Keith LaVanway.
10.3	Amended and Restated Employment Agreement, dated as of March 30, 2006, between the Company and Robert M. Franco.
10.4	Amended and Restated Employment Agreement, dated as of March 31, 2006, between the Company and John F. Haumesser.
10.5	Instrument of Amendment, dated as of March 31, 2006, between the Company and Trevor Deighton, to the Employment Agreement, dated as of November 28, 2005, between the Company and Trevor Deighton.
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* This document is being furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ASSOCIATED MATERIALS INCORPORATED
	(Registrant)
Date: May 16, 2006	By:	/s/ Michael Caporale, Jr.
		Michael Caporale, Jr.
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ D. Keith LaVanway
	D. Keith LaVanway
	Vice President — Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Amendment No. 1, dated as of February 1, 2006, to the Company’s Second Amended and Restated Credit Agreement, dated December 22, 2004, among Associated Materials Incorporated and Gentek Building Products Limited, as borrowers, AMH Holdings, Inc. and Associated Materials Holdings, Inc., as guarantors, the lenders party thereto, UBS AG, Stamford Branch, as the U.S. Administrative Agent, Canadian Imperial Bank of Commerce, as the Canadian Administrative Agent, Citigroup Global Markets Inc., as syndication agent, General Electric Capital Corporation and National City Bank, as Co-Documentation Agents, and UBS Securities, LLC and Citigroup Global Markets Inc., as joint lead arrangers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 3, 2006).
10.2	Amended and Restated Employment Agreement, dated as of March 31, 2006, between the Company and D. Keith LaVanway.
10.3	Amended and Restated Employment Agreement, dated as of March 30, 2006, between the Company and Robert M. Franco.
10.4	Amended and Restated Employment Agreement, dated as of March 31, 2006, between the Company and John F. Haumesser.
10.5	Instrument of Amendment, dated as of March 31, 2006, between the Company and Trevor Deighton, to the Employment Agreement, dated as of November 28, 2005, between the Company and Trevor Deighton.
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-10.2

                                                                    Exhibit 10.2

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"), originally dated as of August
21, 2002, amended and restated in its entirety, as of July 27, 2004 (the
"Restatement Date"), and further amended and restated in its entirety, as of
March 31, 2006, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware
corporation (the "Company"), and D. KEITH LAVANWAY, an individual residing in
the State of Ohio (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive previously served as Vice President--Chief
Financial Officer and Secretary of the Alside Division of the Company;

          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of March 16, 2002, among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.) ("Parent"), Simon Acquisition Corp. and the
Company (the "Merger Agreement"), the Company became a wholly-owned subsidiary
of Parent upon consummation of the transactions contemplated by the Merger
Agreement (the "Merger");

          WHEREAS, since the Merger, the Executive has served as Vice President
- -Chief Financial Officer and Secretary of the Company;

          WHEREAS, on March 4, 2004, all of the stock of Parent was exchanged
for stock of AMH Holdings, Inc. ("AMH") as part of a series of corporate
reorganization transactions, and Parent became a wholly-owned subsidiary of AMH;

          WHEREAS, on December 22, 2004, all of the stock of AMH was exchanged
for stock of AMH II Holdings, Inc. ("AMH II") as part of a series of corporate
reorganization transactions, and Parent became an indirect wholly-owned
subsidiary of AMH II;

          WHEREAS, the Company desires to continue to retain the services and
employment of the Executive on behalf of the Company, and the Executive desires
to continue his employment with the Company, upon the terms and conditions
hereinafter set forth;

          WHEREAS, pursuant to Section 12(g) of this Agreement, this Agreement
may be amended in writing by the parties hereto; and

          WHEREAS, the Company and the Executive mutually desire to amend and
restate this Agreement as set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, each intending to be legally bound
hereby, agree as follows:



     1. Employment. On the terms and subject to the conditions set forth herein,
the Company hereby employs the Executive as the Vice President--Chief Financial
Officer and Secretary of the Company, and the Executive accepts such employment,
for the Employment Term (as defined in Section 3). During the Employment Term,
the Executive shall serve as the Vice President--Chief Financial Officer and
Secretary of the Company and shall report to the President and Chief Executive
Officer of the Company, performing such duties as shall be reasonably required
of a vice president, chief financial officer and secretary, and shall have such
other powers and perform such other duties as may from time to time be assigned
to him by the President and Chief Executive Officer of the Company and the Board
of Directors of the Company (the "Board"). To the extent requested by the
Company's President and Chief Executive Officer or the Board, the Executive
shall also serve on the Board or any committee of the Board, and/or as a
director, officer or employee of AMH II or any other person or entity which,
from time to time, is a direct or indirect subsidiary of AMH II (AMH II and each
such subsidiary, person or entity, other than the Company, are hereinafter
referred to collectively as the "Affiliates," and individually as an
"Affiliate"). The Executive's service as a director of the Company or as a
director, officer or employee of any Affiliate shall be without additional
compensation.

     2. Performance. The Executive will serve the Company faithfully and to the
best of his ability and will devote his full business time, energy, experience
and talents to the business of the Company and the Affiliates; provided,
however, that it shall not be a violation of this Agreement for the Executive to
manage his personal investments and business affairs, or to engage in or serve
such civic, community, charitable, educational, or religious organizations as he
may reasonably select so long as such service does not interfere with the
Executive's performance of his duties hereunder.

     3. Employment Term. Subject to earlier termination pursuant to Section 6,
the Executive's term of employment hereunder shall begin on the Offer Completion
Date (hereinafter referred to as the "Commencement Date") and continue through
the date which is two (2) years following the Commencement Date; provided,
however, that beginning on the first anniversary of the Commencement Date, and
on each subsequent anniversary of the Commencement Date, such term shall be
automatically extended by an additional one (1) year beyond the end of the
then-current term, unless, at least thirty (30) days before such first
anniversary of the Commencement Date, or thirty (30) days before any such
subsequent anniversary of the Commencement Date, the Company gives written
notice to the Executive that the Company does not desire to extend the term of
this Agreement, in which case, the term of employment hereunder shall terminate
as of the second anniversary of the Commencement Date or the end of the
then-current term, as applicable (the term of employment hereunder, including
any extensions, in accordance with this Section 3, shall be referred to herein
as the "Employment Term").

     4. Compensation and Benefits.

          (a) Salary. As compensation for his services hereunder and in
consideration of the Executive's other agreements hereunder, during the
Employment Term, the Company shall pay the Executive a base salary, payable in
equal installments in accordance with the Company's



payroll procedures, at an annual rate of Three Hundred Forty Thousand Dollars
($340,000), subject to annual review by the Board, which may increase, but not
decrease, the Executive's base salary.

          (b) Annual Incentive Bonus; Stock Options. The Executive shall be
entitled to participate in an annual incentive bonus arrangement established by
the Company on terms and conditions substantially as set forth in Exhibit A
hereto. The Executive shall not be entitled to participate in any other annual
cash bonus plan, program or arrangement with respect to any period to which the
annual incentive bonus arrangement described in the immediately preceding
sentence applies. The Executive shall also be entitled to participate in the
stock option plan established by Parent or AMH II.

          (c) Retirement, Medical, Dental and Other Benefits. During the
Employment Term, the Executive shall, in accordance with the terms and
conditions of the applicable plan documents and all applicable laws, be eligible
to participate in the various retirement, medical, dental and other employee
benefit plans made available by the Company, from time to time, for its
executives.

          (d) Vacation; Sick Leave. During the Employment Term, the Executive
shall be entitled to not less than four (4) weeks of vacation during each
calendar year and sick leave in accordance with the Company's policies and
practices with respect to its executives.

          (e) Business Expenses. (1) The Company shall reimburse or advance
payment to the Executive for all reasonable expenses actually incurred by him in
connection with the performance of his duties hereunder in accordance with
policies established by the Company from time to time and subject to receipt by
the Company of appropriate documentation.

          (2) During the Employment Term, the Executive shall be paid an
     automobile allowance in the amount of $900 per month. Such allowance shall
     be paid by the Company to the Executive on the last business day of each
     month or otherwise in accordance with Company policy.

     5. Covenants of the Executive. The Executive acknowledges that in the
course of his employment with the Company he has and will become familiar with
the Company's and the Affiliates' trade secrets and with other confidential
information concerning the Company and the Affiliates, and that his services are
of special, unique and extraordinary value to the Company and the Affiliates.
Therefore, the Company and the Executive mutually agree that it is in the
interest of both parties for the Executive to enter into the restrictive
covenants set forth in this Section 5 and that such restrictions and covenants
are reasonable given the nature of the Executive's duties and the nature of the
Company's business.

          (a) Noncompetition. During the Employment Term and for the Restricted
Period (as hereinafter defined) following termination of the Employment Term,
the Executive shall not, within any jurisdiction or marketing area in which the
Company or any Affiliate is doing or is qualified to do business, directly or
indirectly, own, manage, operate, control, be employed by or participate in the
ownership, management, operation or control of, or be connected in any manner
with, any Business (as hereinafter defined), provided that the Executive's
ownership of securities of two percent (2%) or less of any class of securities
of a public company shall not, by



itself, be considered to be competition with the Company or any Affiliate. For
purposes of this Agreement, "Business" shall mean the manufacturing, production,
distribution or sale of exterior residential building products, including,
without limitation, vinyl siding, windows, fencing, decking, railings and garage
doors, or any other business of a type and character engaged in by the Company
or an Affiliate during the Employment Term. For purposes of this Agreement, the
"Restricted Period" shall be two (2) years.

          (b) Nonsolicitation. During the Employment Term and for the Restricted
Period following termination of the Employment Term, the Executive shall not,
directly or indirectly, (i) employ, solicit for employment or otherwise contract
for the services of any individual who is or was an employee of the Company or
any Affiliate during the Employment Term; (ii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the
Company or such Affiliate, or in any way knowingly interfere with the
relationship between the Company or any Affiliate and any employee respectively
thereof; or (iii) induce or attempt to induce any customer, supplier, licensee
or other business relation of the Company or any Affiliate to cease doing
business with the Company or such Affiliate, or interfere in any way with the
relationship between any such customer, supplier, licensee or business relation
and the Company or any Affiliate.

          (c) Nondisclosure; Inventions. For the Employment Term and thereafter,
(i) the Executive shall not divulge, transmit or otherwise disclose (except as
legally compelled by court order, and then only to the extent required, after
prompt notice to the Board of any such order), directly or indirectly, other
than in the regular and proper course of business of the Company and the
Affiliates, any customer lists, trade secrets or other confidential knowledge or
information with respect to the operations or finances of the Company or any
Affiliates or with respect to confidential or secret processes, services,
techniques, customers or plans with respect to the Company or the Affiliates
(all of the foregoing collectively hereinafter referred to as, "Confidential
Information"), and (ii) the Executive will not use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company and
the Affiliates; provided, however, that the Executive has no obligation, express
or implied, to refrain from using or disclosing to others any such knowledge or
information which is or hereafter shall become available to the general public
other than through disclosure by the Executive. All Confidential Information,
new processes, techniques, know-how, methods, inventions, plans, products,
patents and devices developed, made or invented by the Executive, alone or with
others, while an employee of the Company which are related to the business of
the Company and the Affiliates shall be and become the sole property of the
Company, unless released in writing by the Board, and the Executive hereby
assigns any and all rights therein or thereto to the Company.

          (d) Nondisparagement. During the Employment Term and thereafter, the
Executive shall not take any action to disparage or criticize the Company or any
Affiliate or their respective employees, directors, owners or customers or to
engage in any other action that injures or hinders the business relationships of
the Company or any Affiliate. Nothing contained in this Section 5(d) shall
preclude the Executive from enforcing his rights under this Agreement.

          (e) Return of Company Property. All Confidential Information, files,
records, correspondence, memoranda, notes or other documents (including, without
limitation, those in computer-readable form) or property relating or belonging
to the Company or an Affiliate,



whether prepared by the Executive or otherwise coming into his possession in the
course of the performance of his services under this Agreement, shall be the
exclusive property of the Company and shall be delivered to the Company, and not
retained by the Executive (including, without limitations, any copies thereof),
promptly upon request by the Company and, in any event, promptly upon
termination of the Employment Term.

          (f) Enforcement. The Executive acknowledges that a breach of his
covenants contained in this Section 5 may cause irreparable damage to the
Company and the Affiliates, the exact amount of which would be difficult to
ascertain, and that the remedies at law for any such breach or threatened breach
would be inadequate. Accordingly, the Executive agrees that if he breaches or
threatens to breach any of the covenants contained in this Section 5, in
addition to any other remedy which may be available at law or in equity, the
Company and the Affiliates shall be entitled to specific performance and
injunctive relief to prevent the breach or any threatened breach thereof without
bond or other security or a showing that monetary damages will not provide an
adequate remedy.

          (g) Scope of Covenants. The Company and the Executive further
acknowledge that the time, scope, geographic area and other provisions of this
Section 5 have been specifically negotiated by sophisticated commercial parties
and agree that all such provisions are reasonable under the circumstances of the
activities contemplated by this Agreement. In the event that the agreements in
this Section 5 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of their extending for too great a period of time or
over too great a geographical area or by reason of their being too extensive in
any other respect, they shall be interpreted to extend only over the maximum
period of time for which they may be enforceable and/or over the maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.

     6. Termination. The employment of the Executive hereunder shall
automatically terminate at the end of the Employment Term. The employment of the
Executive hereunder and the Employment Term may also be terminated at any time
by the Company with or without Cause. For purposes of this Agreement, except as
otherwise provided in Section 8, "Cause" shall mean: (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company or an
Affiliate; (ii) any breach by the Executive of the Executive's covenants under
Section 5; (iii) any breach by the Executive of any other material provision of
this Agreement which breach is not cured, to the extent susceptible to cure,
within thirty (30) days after the Company has given notice to the Executive
describing such breach; (iv) willful failure by the Executive to perform the
duties of his employment hereunder which continues for a period of fourteen (14)
days following written notice thereof by the Company to the Executive; (v) the
conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal
offense that is a felony or involves fraud, or any other criminal offense
punishable by imprisonment of at least one year or materially injurious to the
business or reputation of the Company involving theft, dishonesty,
misrepresentation or moral turpitude; (vi) gross negligence or willful
misconduct on the part of the Executive in the performance of his duties as an
employee, officer or director of the Company or an Affiliate; (vii) the
Executive's breach of his fiduciary obligations to the Company or an Affiliate;
(viii) the Executive's commission of intentional, wrongful damage to property of
the Company or an Affiliate; (ix) any chemical dependence of the Executive which



adversely affects the performance of his duties and responsibilities to the
Company or an Affiliate; or (x) the Executive's violation of the Company's or an
Affiliate's code of ethics, code of business conduct or similar policies
applicable to the Executive, including but not limited to, the Company's Code of
Ethics for the Chief Executive Officer and the Senior Financial Officers. The
existence or non-existence of Cause shall be determined in good faith by the
Board. The employment of the Executive may also be terminated at any time by the
Executive by notice of resignation delivered to the Company not less than ninety
(90) days prior to the effective date of such resignation.

     7. Severance. Except as otherwise provided in Section 8, if the Executive's
employment hereunder is terminated during the Employment Term by the Company or
is terminated due to expiration of the Employment Term following notice by the
Company not to extend the Employment Term in accordance with Section 3, in each
case other than for Cause or due to disability (as determined in the good faith
discretion of the Board) or death, the Executive shall be entitled to receive as
severance: (i) an amount equal to the Executive's base salary as in effect
immediately prior to the date of the Executive's termination of employment for
the longer period of twelve (12) months or the remaining Employment Term
(payable, at the Company's option, in a lump-sum or in equal installments in
accordance with the Company's payroll procedures during such applicable period
following the date of the Executive's termination) (such period, the "Severance
Period"); (ii) continued medical and dental benefits described in Section 4(c)
for the Severance Period, at the same rate of employee and Company shared costs
of such coverage as in effect from time to time for active employees of the
Company; and (iii) a pro rata portion (based on the number of days the Executive
was employed by the Company during the calendar year of termination) of any
incentive bonus otherwise payable in accordance with Section 4(b) for the year
of termination of the Executive's employment, payable no earlier than the date
on which such bonus, if any, would have been paid under the applicable plan or
policy of the Company absent such termination of employment. With respect to any
such continued medical and dental benefits described in clause (ii) of the
immediately preceding sentence for which the Executive is eligible, (I) if the
Company cannot continue such benefits, the Company shall pay the Executive for
the cost of such benefits; (II) such benefits shall be discontinued in the event
the Executive becomes eligible for similar benefits from a successor employer
(and the Executive's eligibility for any such benefits shall be reported by the
Executive to the Company); and (III) the Executive's period of "continuation
coverage" for purposes of Section 4980B of the Internal Revenue Code of 1986, as
amended (the "Code"), shall be deemed to commence on the date of the Executive's
termination of employment.

     8. Change in Control. This Section 8 will be binding upon the Restatement
Date, but notwithstanding anything in this Agreement to the contrary, this
Section 8 will not be operative unless and until a Change in Control occurs.
Upon the occurrence of a Change in Control at any time during the Employment
Term, this Section 8 shall become immediately operative without further action;
provided, however, that if, prior to a Change in Control, the Executive ceases
for any reason to be an employee of the Company and any Affiliate, the
effectiveness of this Section 8 will immediately terminate without further
action and be of no further effect. Certain capitalized terms used in this
Section 8 are defined for purposes of this Section 8 in Section 8(e).

          (a) Termination Following a Change in Control. In the event of a
Change in Control, if the Executive's employment is terminated by the Company or
an Affiliate during the



Post-Change Period, the Executive shall be entitled to the benefits provided by
Section 8(c) unless such termination is the result of the occurrence of one or
more of the following events:

               (i)  The Executive's death;

               (ii) If the Executive becomes permanently disabled within the
                    meaning of, and begins actually to receive disability
                    benefits under, the long-term disability plan applicable to
                    the Executive immediately prior to the Change in Control; or

               (iii) Cause (as defined in Section 8(e)(i)).

     If, during the Post-Change Period, the Executive's employment is terminated
     by the Company or an Affiliate other than as described in clause (i), (ii)
     or (iii) of this Section 8(a), the Executive will be entitled to the
     benefits provided by Section 8(c).

          (b) Termination by Executive. In the event of a Change in Control, the
Executive may terminate employment with the Company during the Post-Change
Period with the right to severance compensation as provided in Section 8(c) upon
the occurrence of one or more of the following events (regardless of whether any
other reason, other than death, permanent disability or Cause, for such
termination has occurred, including other employment):

          (i)  the failure to maintain the Executive in the position, or a
               substantially equivalent or superior position, with the Company
               and/or with a direct or indirect parent company of the Company
               that the Executive held immediately prior to the Change in
               Control, which is not remedied by the Company within 10 calendar
               days after receipt by the Company of notice from the Executive of
               such failure;

          (ii) (A) a reduction in the Executive's base salary pursuant to
               Section 4(a) hereof or (B) the termination or significant
               reduction in the aggregate of the Executive's right to
               participate in employee benefit plans or programs of the Company
               as in effect prior to the Change in Control (other than Incentive
               Pay (as hereinafter defined) or any other bonus, incentive or
               stock or equity-based compensation or benefits), in either case
               which is not remedied by the Company within 10 calendar days
               after receipt by the Company of notice from the Executive of such
               reduction or termination;

          (iii) a reduction or elimination of the Executive's opportunity to
               earn Incentive Pay pursuant to any plan or program in effect
               immediately prior to the Change in Control which is not remedied
               by the Company within 10 calendar days after receipt by the
               Company of notice from the Executive of such reduction or
               elimination (for the avoidance of doubt, changes in the value or
               performance of the Company or an Affiliate or successor of either
               following the Change in Control shall not be considered a
               reduction or elimination of the Executive's opportunity to earn
               Incentive Pay); or



          (iv) the Company requires the Executive to have his principal place of
               work changed to any location that is more than 35 miles from the
               location thereof immediately prior to the Change in Control,
               without his prior written consent.

          (c) Change in Control Severance. If, following the occurrence of a
Change in Control, the Company or an Affiliate terminates the Executive's
employment during the Post-Change Period other than as described in clause (i),
(ii) or (iii) of Section 8(a), or if the Executive terminates his employment
pursuant to Section 8(b), the Executive shall not be entitled to the severance
compensation described in Section 7, and the Company will (i) pay or cause to be
paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2),
8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination
Date; (ii) pay or cause to be paid to the Executive the amount described in
Section 8(c)(4), such amount to be payable no earlier than the date on which
such Incentive Pay, if any, would have been paid under the applicable plan or
policy of the Company absent such termination of employment; and (iii) provide
the Executive the benefits described in Section 8(c)(5) for the period described
therein.

          (1)  A lump sum payment in an amount equal to all Base Pay and
               Incentive Pay (other than for the calendar year of such
               termination of employment) owed to the Executive for periods on
               or prior to the Termination Date.

          (2)  A lump sum payment in an amount equal to two times the
               Executive's base salary pursuant to Section 4(a) (at the rate in
               effect immediately prior to the Termination Date).

          (3)  A lump sum payment equal to two times Incentive Pay (in an amount
               equal to the highest amount of Incentive Pay earned by the
               Executive in any calendar year during the three calendar years
               immediately preceding the calendar year in which the Change in
               Control occurred).

          (4)  In the event that the Termination Date occurs after June 30 in
               any calendar year, a lump sum payment equal to one times
               Incentive Pay for such calendar year, multiplied by a fraction,
               the numerator of which is the number of days between (and
               including) January 1 of the calendar year in which the
               Termination Date occurs and the Termination Date, and the
               denominator of which is 365.

          (5)  For a period of 24 months following the Termination Date (the
               "Continuation Period"), the Company will provide the Executive
               with medical, dental and life insurance benefits consistent with
               the terms in effect for such benefits for active employees of the
               Company during the Continuation Period. If and to the extent that
               any benefit described in this Section 8(c)(5) is not or cannot be
               paid or provided under any Company plan or program, then the
               Company will pay or provide for the payment to the Executive, his
               dependants and beneficiaries, of such employee benefits. Without
               otherwise limiting the purposes of Section 8(d), employee
               benefits otherwise receivable by the Executive pursuant to this
               Section 8(c)(5) will be reduced to the extent comparable welfare
               benefits



               are actually received by the Executive from another employer
               during the Continuation Period following the Executive's
               Termination Date, and any such benefits actually received by the
               Executive shall be reported by the Executive to the Company.

          (6)  The Company will pay to the Executive the cost of employee
               outplacement services for the Executive in the amount of $30,000.

          (7)  The Company will pay the Executive a two-year automobile
               allowance in the amount provided to the Executive immediately
               prior to the Termination Date.

          (d) No Mitigation Obligation; Effect on Other Rights The payment of
the severance compensation by the Company to the Executive in accordance with
the terms of this Section 8 is hereby acknowledged by the Company to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Section 8 by seeking other employment or otherwise,
except as expressly provided in the last sentence of Section 8(c)(5). This
Section 8 will not affect any rights (other than any rights to severance,
termination, retention or similar compensation or benefits) that the Executive
may have pursuant to any agreement, plan or policy of the Company or a
Subsidiary providing employee benefits, which rights shall be governed by the
terms thereof.

          (e) Certain Defined Terms. The following terms have the following
meanings when used in this Section 8:

          (i)  "Cause" means that, prior to any termination pursuant to Section
               8(b), the Executive shall have:

               (1)  been convicted of a criminal violation involving fraud,
                    embezzlement or theft;

               (2)  committed intentional wrongful damage to property of the
                    Company or any Affiliate; or

               (3)  committed intentional wrongful disclosure of confidential
                    information of the Company or any Affiliate.

                    Nothing herein will limit the right of the Executive or his
                    beneficiaries to contest the validity of any determination
                    by the Company to terminate the Executive for Cause.

          (ii) "Change in Control" means (A) a stock sale, merger,
               consolidation, combination, reorganization or other transaction
               involving the Company resulting in less than fifty percent (50%)
               of the combined voting power of the surviving or resulting entity
               being owned by the shareholders of the Company immediately prior
               to such transaction; (B) a stock sale, merger, consolidation,
               combination, reorganization or other transaction involving AMH
               II, AMH or Parent resulting in less than fifty percent (50%) of
               the



               combined voting power of the surviving or resulting entity being
               owned by the shareholders of AMH II, AMH or Parent, as
               applicable, immediately prior to such transaction or (C) the
               liquidation or dissolution of the Company, AMH II, AMH or Parent
               or the sale or other disposition of all or substantially all of
               the assets or business of the Company, AMH II, AMH or Parent
               (other than, in the case of either clause (A), (B) or (C) above,
               in connection with any employee benefit plan of the Company or an
               Affiliate).

          (iii) "Incentive Pay" means an annual cash bonus or annual cash
               incentive compensation, in addition to base salary, made or to be
               made in regard to services rendered in any year or other period
               pursuant to any bonus, incentive, profit-sharing, performance,
               discretionary pay or similar agreement, policy, plan, program or
               arrangement (whether or not funded) of the Company or an
               Affiliate, or any successor thereto; provided that the Incentive
               Pay shall not include any stock options or other stock-based
               compensation or any special management bonuses paid in connection
               with any debt offering or recapitalization of AMH II and/or
               another Affiliate. For the avoidance of doubt, as of the date
               hereof, Incentive Pay shall mean the annual incentive bonus
               arrangement described in Section 4(b).

          (iv) "Post-Change Period" means the period of time commencing on the
               date of the first occurrence of a Change in Control and
               continuing until the second anniversary of the occurrence of such
               Change in Control.

          (v)  "Termination Date" means the date on which the Executive's
               employment with the Company or an Affiliate is terminated.

     9. Termination of Compensation and Benefits; Execution of Release;
Coordination of Provisions. If the Executive's employment terminates otherwise
than in a termination entitling him to severance pay and benefits pursuant to
Section 7 or Section 8, the Executive shall not be entitled to any severance,
termination pay or similar compensation or benefits, provided that the Executive
shall be entitled to any benefits then due or accrued in accordance with the
applicable employee benefit plans of the Company or applicable law, including
"continuation coverage" under the Company's group health plans for purposes of
Section 4980B of the Code. As a condition of receiving any severance
compensation for which the Executive otherwise qualifies under Section 7 or
Section 8, the Executive agrees to execute a general release of the Company and
the Affiliates and their respective officers, directors and employees from any
and all claims, obligations and liabilities of any kind whatsoever arising from
or in connection with the Executive's employment or termination of employment
with the Company or this Agreement (including, without limitation, civil rights
claims), in such form as is requested by the Company. Any severance compensation
and benefits to which the Executive may be entitled under Section 8 shall be in
lieu of any severance compensation or benefits to which the Executive may be
entitled under Section 7. The Executive acknowledges and agrees that, except as
specifically described in Section 7 and Section 8, all of the Executive's rights
to any compensation, benefits (other than base salary earned through the date of
termination of employment and any benefits due or accrued prior to termination
of employment in accordance with the applicable employee



benefit plans of the Company or applicable law), bonuses or severance from the
Company or any Affiliate after termination of the Employment Term shall cease
upon such termination.

     10. Limitation on Payments and Benefits. Notwithstanding any provision of
this Agreement to the contrary, no amount or benefit shall be paid or provided
under this Agreement to an extent or in a manner that would result in payments
or benefits (or other compensation) not being fully deductible by the Company or
an Affiliate for federal income tax purposes because of Section 280G of the
Code, or any successor provision thereto (or that would result in the Executive
being subject to the excise tax imposed by Section 4999 of the Code, or any
successor provision thereto). The determination of whether any such payments or
benefits to be provided under this Agreement or otherwise would not be so
deductible (or whether the Executive would be subject to such excise tax) shall
be made at the expense of the Company, if requested by either the Executive or
the Company, by a firm of independent accountants or a law firm selected by the
Company and reasonably acceptable to the Executive. In the event that any
payment or benefit intended to be provided under this Agreement or otherwise
would constitute a "parachute payment," as defined in Section 280G of the Code,
the Executive shall be entitled to designate the payments and/or benefits to be
reduced or modified so that the Company or an Affiliate is not denied any
federal income tax deductions for any such parachute payment because of Section
280G of the Code (or so that the Executive is not subject to the excise tax
imposed by Section 4999 of the Code). The Company shall provide the Executive
with all information reasonably requested by the Executive to permit the
Executive to make such designation. In the event that the Executive fails to
make such designation within 10 business days of the Termination Date, the
Company may effect such reduction in any manner it deems appropriate.

     11. Notice. Any notices required or permitted hereunder shall be in writing
and shall be deemed to have been given when personally delivered or when mailed,
certified or registered mail, or sent by reputable overnight courier, postage
prepaid, to the addresses set forth as follows:

          If to the Company:   Associated Materials Incorporated
                               3773 State Road
                               Cuyahoga Falls, Ohio 44223

             With copies to:   Harvest Partners, Inc.
                               280 Park Avenue, 33rd Floor
                               New York, New York 10017
                               Attention: Ira D. Kleinman

                         and

                               White & Case LLP
                               1155 Avenue of the Americas
                               New York, New York 10036
                               Attention: Oliver C. Brahmst, Esq.

          If to the Executive: D. Keith LaVanway
                               4129 Ashbourne Court
                               Copley, OH 44321



or to such other address as shall be furnished in writing by either party to the
other party; provided that such notice or change in address shall be effective
only when actually received by the other party.

     12. General.

          (a) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York applicable to contracts executed and to be performed entirely within said
State.

          (b) Construction and Severability. If any provision of this Agreement
shall be held invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired, and the parties undertake
to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or substitute all and any such invalid, illegal or unenforceable
provisions with enforceable and valid provisions which would produce as nearly
as may be possible the result previously intended by the parties without
renegotiation of any material terms and conditions stipulated herein.

          (c) Assignability. The Executive may not assign his interest in or
delegate his duties under this Agreement. This Agreement is for the employment
of the Executive, personally, and the services to be rendered by him under this
Agreement must be rendered by him and no other person. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Company and
its successors and assigns. Without limiting the foregoing and notwithstanding
anything else in this Agreement to the contrary, the Company may assign this
Agreement to, and all rights hereunder shall inure to the benefit of, any
subsidiary of the Company or any person, firm or corporation resulting from the
reorganization of the Company or succeeding to the business or assets of the
Company by purchase, merger, consolidation or otherwise.

          (d) Warranty by the Executive. The Executive represents and warrants
to the Company that the Executive is not subject to any contract, agreement,
judgment, order or decree of any kind, or any restrictive agreement of any
character, that restricts the Executive's ability to perform his obligations
under this Agreement or that would be breached by the Executive upon his
performance of his duties pursuant to this Agreement.

          (e) Compliance with Rules and Policies. The Executive shall perform
all services in accordance with the lawful policies, procedures and rules
established by the Company and the Board. In addition, the Executive shall
comply with all laws, rules and regulations that are generally applicable to the
Company or its subsidiaries and their respective employees, directors and
officers.

          (f) Withholding Taxes. All amounts payable hereunder shall be subject
to the withholding of all applicable taxes and deductions required by any
applicable law.

          (g) Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and undertakings, both written and oral,
and may not be modified or amended in any



way except in writing by the parties hereto. As of the date hereof, the
Severance Agreement dated as of October 29, 2001, between the Company and the
Executive shall be cancelled and be of no further force or effect, without the
payment of any additional consideration by or to either of the parties thereto.

          (h) Duration. Notwithstanding the Employment Term hereunder, this
Agreement shall continue for so long as any obligations remain under this
Agreement.

          (i) Survival. The covenants set forth in Section 5 and the parties'
respective rights and obligations under Section 8 shall survive and shall
continue to be binding upon the Executive and the Company, as the case may be,
notwithstanding the termination or expiration of this Agreement or the
termination of the Executive's employment following a Change in Control for any
reason whatsoever.

          (j) Waiver. No waiver by either party hereto of any of the
requirements imposed by this Agreement on, or any breach of any condition or
provision of this Agreement to be performed by, the other party shall be deemed
a waiver of a similar or dissimilar requirement, provision or condition of this
Agreement at the same or any prior or subsequent time. Any such waiver shall be
express and in writing, and there shall be no waiver by conduct. Pursuit by
either party of any available remedy, either in law or equity, or any action of
any kind, does not constitute waiver of any other remedy or action. Such
remedies are cumulative and not exclusive.

          (k) Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

          (l) Section References. The words Section and paragraph herein shall
refer to provisions of this Agreement unless expressly indicated otherwise.

          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement as of the day and year first written
above.

                                        ASSOCIATED MATERIALS INCORPORATED


Date:      4/5/06                       By:      /s/ Shawn C. Grandon
      ----------------                      ------------------------------------
                                        Name:        Shawn C. Grandon
                                              ----------------------------------
                                        Title:       Vice President
                                               ---------------------------------


                                        D. KEITH LAVANWAY

Date:      4/5/06                            /s/ K. Lavanway
      ----------------                  ----------------------------------------



                                                                       Exhibit A

                             Annual Incentive Bonus

          The Executive's annual incentive bonus for each calendar year during
the Employment Term shall be a percentage of the Executive's base salary based
upon the achievement by AMH II of annual EBITDA Hurdles with respect to the
applicable calendar year, as follows:



Achievement of EBITDA Hurdles   Percentage of Base Salary
- -----------------------------   -------------------------
                             
     Less than threshold                   Zero
          Threshold                       20.00%
            Target                        60.00%
           Maximum                       100.00%


          If the actual EBITDA for a particular calendar year is between two
EBITDA Hurdles, the applicable percentage of base salary shall be determined by
linear interpolation based on the difference between such EBITDA Hurdles. For
the avoidance of doubt, in no event shall the annual incentive bonus exceed 100%
of base salary. For purposes of the Executive's annual incentive bonus and the
computation thereof:

1.   Base salary shall mean the annual rate of base salary in effect under this
     Agreement as of April 1 of the calendar year to which the bonus relates.

2.   "EBITDA Hurdle" means threshold, target and maximum amounts of EBITDA with
     respect to a calendar year, as determined in good faith by the Board.

3.   EBITDA shall mean the consolidated net income of AMH II, adjusted to
     exclude deduction of interest expense (net of interest income), income
     taxes, depreciation and amortization and the Harvest Fee pursuant to the
     Management Agreement, dated as of April 19, 2002, between Harvest Partners,
     Inc. and Associated Materials Incorporated, as amended from time to time,
     and to exclude gain or loss from sale of capital assets, and including
     deduction of all bonuses paid or accrued with respect to the Executive and
     all other officers and employees of AMH II and its subsidiaries (including,
     without limitation, the Executive's bonus hereunder), for the relevant
     calendar year, calculated otherwise in accordance with generally accepted
     accounting principles, subject to any adjustments made in good faith by the
     Board. EBITDA shall be determined by the Company's management, subject to
     audit or review by AMH II's external accountants and approval, in good
     faith, by the Board. EBITDA shall exclude, without duplication, any
     transaction- or merger-related costs which are expensed rather than
     capitalized; any revenue, expense, gain or loss from operations divested
     during the relevant calendar year;



     the effect of inventory write-ups made due to purchase accounting; and any
     other non-recurring, extraordinary items subject to approval, in good
     faith, by the Board.

4.   Any annual incentive bonus to which the Executive is entitled under this
     Agreement for any calendar year shall be paid in a cash lump-sum within
     thirty days following the close of AMH II's books and completion of AMH
     II's annual audit by its external accountants for such calendar year but in
     any event shall not be paid later than March 15 of the calendar year
     immediately following the calendar year to which the bonus relates.

The Executive's entitlement to an annual incentive bonus shall be determined by
the Board in good faith in accordance with this Exhibit A.

EX-10.3

                                                                    Exhibit 10.3

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"), originally dated as of August
21, 2002, amended and restated in its entirety, as of July 27, 2004 (the
"Restatement Date") and further amended and restated in its entirety as of March
30, 2006, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware
corporation (the "Company"), and ROBERT M. FRANCO, an individual residing in the
State of Ohio (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive previously served as President of Alside Supply
Centers, a division of the Company;

          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of March 16, 2002, among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.) ("Parent"), Simon Acquisition Corp. and the
Company (the "Merger Agreement"), the Company became a wholly-owned subsidiary
of Parent upon consummation of the transactions contemplated by the Merger
Agreement (the "Merger");

          WHEREAS, since the Merger, the Executive has served as President of
Alside Supply Centers;

          WHEREAS, on March 4, 2004, all of the stock of Parent was exchanged
for stock of AMH Holdings, Inc. ("AMH") as part of a series of corporate
reorganization transactions, and Parent became a wholly-owned subsidiary of AMH;

          WHEREAS, on December 22, 2004, all of the stock of AMH was exchanged
for stock of AMH II Holdings, Inc. ("AMH II") as part of a series of corporate
reorganization transactions, and Parent became an indirect wholly-owned
subsidiary of AMH II;

          WHEREAS, the Company desires to continue to retain the services and
employment of the Executive on behalf of the Company, and the Executive desires
to continue his employment with the Company, upon the terms and conditions
hereinafter set forth;

          WHEREAS, pursuant to Section 12(g) of this Agreement, this Agreement
may be amended in writing by the parties hereto; and

          WHEREAS, the Company and the Executive mutually desire to amend and
restate this Agreement as set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, each intending to be legally bound
hereby, agree as follows:



     1. Employment. On the terms and subject to the conditions set forth herein,
the Company hereby employs the Executive as the President of Alside Supply
Centers, and the Executive accepts such employment, for the Employment Term (as
defined in Section 3). During the Employment Term, the Executive shall serve as
the President of Alside Supply Centers and shall report to the President and
Chief Executive Officer of the Company, performing such duties as shall be
reasonably required of a president, and shall have such other powers and perform
such other duties as may from time to time be assigned to him by the President
and Chief Executive Officer of the Company and the Board of Directors of the
Company (the "Board"). To the extent requested by the Company's President and
Chief Executive Officer or the Board, the Executive shall also serve on the
Board or any committee of the Board and/or as a director, officer or employee of
AMH II or any other person or entity which, from time to time, is a direct or
indirect subsidiary of AMH II (AMH II and each such subsidiary, person or
entity, other than the Company, are hereinafter referred to collectively as the
"Affiliates," and individually as an "Affiliate"). The Executive's service as a
director of the Company or as a director, officer or employee of any Affiliate
shall be without additional compensation.

     2. Performance. The Executive will serve the Company faithfully and to the
best of his ability and will devote his full business time, energy, experience
and talents to the business of the Company and the Affiliates; provided,
however, that it shall not be a violation of this Agreement for the Executive to
manage his personal investments and business affairs, or to engage in or serve
such civic, community, charitable, educational, or religious organizations as he
may reasonably select so long as such service does not interfere with the
Executive's performance of his duties hereunder.

     3. Employment Term. Subject to earlier termination pursuant to Section 6,
the Executive's term of employment hereunder shall begin on the Offer Completion
Date (hereinafter referred to as the "Commencement Date") and continue through
the date which is two (2) years following the Commencement Date; provided,
however, that beginning on the first anniversary of the Commencement Date, and
on each subsequent anniversary of the Commencement Date, such term shall be
automatically extended by an additional one (1) year beyond the end of the
then-current term, unless, at least thirty (30) days before such first
anniversary of the Commencement Date, or thirty (30) days before any such
subsequent anniversary of the Commencement Date, the Company gives written
notice to the Executive that the Company does not desire to extend the term of
this Agreement, in which case, the term of employment hereunder shall terminate
as of the second anniversary of the Commencement Date or the end of the
then-current term, as applicable (the term of employment hereunder, including
any extensions, in accordance with this Section 3, shall be referred to herein
as the "Employment Term").

     4. Compensation and Benefits.

          (a) Salary. As compensation for his services hereunder and in
consideration of the Executive's other agreements hereunder, during the
Employment Term, the Company shall pay the Executive a base salary, payable in
equal installments in accordance with the Company's
payroll procedures, at an annual rate of Three Hundred Thousand Dollars
($300,000), subject to annual review by the Board, which may increase, but not
decrease, the Executive's base salary.



          (b) Annual Incentive Bonus; Stock Options. The Executive shall be
entitled to participate in an annual incentive bonus arrangement established by
the Company on terms and conditions substantially as set forth in Exhibit A
hereto. The Executive shall not be entitled to participate in any other annual
cash bonus plan, program or arrangement with respect to any period to which the
annual incentive bonus arrangement described in the immediately preceding
sentence applies. The Executive shall also be entitled to participate in the
stock option plan established by Parent or AMH II.

          (c) Retirement, Medical, Dental and Other Benefits. During the
Employment Term, the Executive shall, in accordance with the terms and
conditions of the applicable plan documents and all applicable laws, be eligible
to participate in the various retirement, medical, dental and other employee
benefit plans made available by the Company, from time to time, for its
executives.

          (d) Vacation; Sick Leave. During the Employment Term, the Executive
shall be entitled to not less than four (4) weeks of vacation during each
calendar year and sick leave in accordance with the Company's policies and
practices with respect to its executives.

          (e) Business Expenses. (1) The Company shall reimburse or advance
payment to the Executive for all reasonable expenses actually incurred by him in
connection with the performance of his duties hereunder in accordance with
policies established by the Company from time to time and subject to receipt by
the Company of appropriate documentation.

          (2) During the Employment Term, the Executive shall be paid an
     automobile allowance in the amount of $900 per month. Such allowance shall
     be paid by the Company to the Executive on the last business day of each
     month or otherwise in accordance with Company policy.

     5. Covenants of the Executive. The Executive acknowledges that in the
course of his employment with the Company he has and will become familiar with
the Company's and the Affiliates' trade secrets and with other confidential
information concerning the Company and the Affiliates, and that his services are
of special, unique and extraordinary value to the Company and the Affiliates.
Therefore, the Company and the Executive mutually agree that it is in the
interest of both parties for the Executive to enter into the restrictive
covenants set forth in this Section 5 and that such restrictions and covenants
are reasonable given the nature of the Executive's duties and the nature of the
Company's business.

          (a) Noncompetition. During the Employment Term and for the Restricted
Period (as hereinafter defined) following termination of the Employment Term,
the Executive shall not, within any jurisdiction or marketing area in which the
Company or any Affiliate is doing or is qualified to do business, directly or
indirectly, own, manage, operate, control, be employed by or participate in the
ownership, management, operation or control of, or be connected in any manner
with, any Business (as hereinafter defined), provided that the Executive's
ownership of securities of two percent (2%) or less of any class of securities
of a public company shall not, by itself, be considered to be competition with
the Company or any Affiliate. For purposes of this Agreement, "Business" shall
mean the manufacturing, production, distribution or sale of exterior residential
building products, including, without limitation, vinyl siding, windows,
fencing, decking, railings and garage doors, or any other business of a type and
character engaged in by



the Company or an Affiliate during the Employment Term. For purposes of this
Agreement, the "Restricted Period" shall be two (2) years.

          (b) Nonsolicitation. During the Employment Term and for the Restricted
Period following termination of the Employment Term, the Executive shall not,
directly or indirectly, (i) employ, solicit for employment or otherwise contract
for the services of any individual who is or was an employee of the Company or
any Affiliate during the Employment Term; (ii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the
Company or such Affiliate, or in any way knowingly interfere with the
relationship between the Company or any Affiliate and any employee respectively
thereof; or (iii) induce or attempt to induce any customer, supplier, licensee
or other business relation of the Company or any Affiliate to cease doing
business with the Company or such Affiliate, or interfere in any way with the
relationship between any such customer, supplier, licensee or business relation
and the Company or any Affiliate.

          (c) Nondisclosure; Inventions. For the Employment Term and thereafter,
(i) the Executive shall not divulge, transmit or otherwise disclose (except as
legally compelled by court order, and then only to the extent required, after
prompt notice to the Board of any such order), directly or indirectly, other
than in the regular and proper course of business of the Company and the
Affiliates, any customer lists, trade secrets or other confidential knowledge or
information with respect to the operations or finances of the Company or any
Affiliates or with respect to confidential or secret processes, services,
techniques, customers or plans with respect to the Company or the Affiliates
(all of the foregoing collectively hereinafter referred to as, "Confidential
Information"), and (ii) the Executive will not use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company and
the Affiliates; provided, however, that the Executive has no obligation, express
or implied, to refrain from using or disclosing to others any such knowledge or
information which is or hereafter shall become available to the general public
other than through disclosure by the Executive. All Confidential Information,
new processes, techniques, know-how, methods, inventions, plans, products,
patents and devices developed, made or invented by the Executive, alone or with
others, while an employee of the Company which are related to the business of
the Company and the Affiliates shall be and become the sole property of the
Company, unless released in writing by the Board, and the Executive hereby
assigns any and all rights therein or thereto to the Company.

          (d) Nondisparagement. During the Employment Term and thereafter, the
Executive shall not take any action to disparage or criticize the Company or any
Affiliate or their respective employees, directors, owners or customers or to
engage in any other action that injures or hinders the business relationships of
the Company or any Affiliate. Nothing contained in this Section 5(d) shall
preclude the Executive from enforcing his rights under this Agreement.

          (e) Return of Company Property. All Confidential Information, files,
records, correspondence, memoranda, notes or other documents (including, without
limitation, those in computer-readable form) or property relating or belonging
to the Company or an Affiliate, whether prepared by the Executive or otherwise
coming into his possession in the course of the performance of his services
under this Agreement, shall be the exclusive property of the Company and shall
be delivered to the Company, and not retained by the Executive (including,



without limitations, any copies thereof), promptly upon request by the Company
and, in any event, promptly upon termination of the Employment Term.

          (f) Enforcement. The Executive acknowledges that a breach of his
covenants contained in this Section 5 may cause irreparable damage to the
Company and the Affiliates, the exact amount of which would be difficult to
ascertain, and that the remedies at law for any such breach or threatened breach
would be inadequate. Accordingly, the Executive agrees that if he breaches or
threatens to breach any of the covenants contained in this Section 5, in
addition to any other remedy which may be available at law or in equity, the
Company and the Affiliates shall be entitled to specific performance and
injunctive relief to prevent the breach or any threatened breach thereof without
bond or other security or a showing that monetary damages will not provide an
adequate remedy.

          (g) Scope of Covenants. The Company and the Executive further
acknowledge that the time, scope, geographic area and other provisions of this
Section 5 have been specifically negotiated by sophisticated commercial parties
and agree that all such provisions are reasonable under the circumstances of the
activities contemplated by this Agreement. In the event that the agreements in
this Section 5 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of their extending for too great a period of time or
over too great a geographical area or by reason of their being too extensive in
any other respect, they shall be interpreted to extend only over the maximum
period of time for which they may be enforceable and/or over the maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.

     6. Termination. The employment of the Executive hereunder shall
automatically terminate at the end of the Employment Term. The employment of the
Executive hereunder and the Employment Term may also be terminated at any time
by the Company with or without Cause. For purposes of this Agreement, except as
otherwise provided in Section 8, "Cause" shall mean: (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company or an
Affiliate; (ii) any breach by the Executive of the Executive's covenants under
Section 5; (iii) any breach by the Executive of any other material provision of
this Agreement which breach is not cured, to the extent susceptible to cure,
within thirty (30) days after the Company has given notice to the Executive
describing such breach; (iv) willful failure by the Executive to perform the
duties of his employment hereunder which continues for a period of fourteen (14)
days following written notice thereof by the Company to the Executive; (v) the
conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal
offense that is a felony or involves fraud, or any other criminal offense
punishable by imprisonment of at least one year or materially injurious to the
business or reputation of the Company involving theft, dishonesty,
misrepresentation or moral turpitude; (vi) gross negligence or willful
misconduct on the part of the Executive in the performance of his duties as an
employee, officer or director of the Company or an Affiliate; (vii) the
Executive's breach of his fiduciary obligations to the Company or an Affiliate;
(viii) the Executive's commission of intentional, wrongful damage to property of
the Company or an Affiliate; (ix) any chemical dependence of the Executive which
adversely affects the performance of his duties and responsibilities to the
Company or an Affiliate; or (x) the Executive's violation of the Company's or an
Affiliate's code of ethics, code of business conduct or similar policies
applicable to the Executive. The existence or



non-existence of Cause shall be determined in good faith by the Board. The
employment of the Executive may also be terminated at any time by the Executive
by notice of resignation delivered to the Company not less than ninety (90) days
prior to the effective date of such resignation.

     7. Severance. Except as otherwise provided in Section 8, if the Executive's
employment hereunder is terminated during the Employment Term by the Company or
is terminated due to expiration of the Employment Term following notice by the
Company not to extend the Employment Term in accordance with Section 3, in each
case other than for Cause or due to disability (as determined in the good faith
discretion of the Board) or death, the Executive shall be entitled to receive as
severance: (i) an amount equal to the Executive's base salary as in effect
immediately prior to the date of the Executive's termination of employment for
the longer period of twelve (12) months or the remaining Employment Term
(payable, at the Company's option, in a lump-sum or in equal installments in
accordance with the Company's payroll procedures during such applicable period
following the date of the Executive's termination) (such period, the "Severance
Period"); (ii) continued medical and dental benefits described in Section 4(c)
for the Severance Period, at the same rate of employee and Company shared costs
of such coverage as in effect from time to time for active employees of the
Company; and (iii) a pro rata portion (based on the number of days the Executive
was employed by the Company during the calendar year of termination) of any
incentive bonus otherwise payable in accordance with Section 4(b) for the year
of termination of the Executive's employment, payable no earlier than the date
on which such bonus, if any, would have been paid under the applicable plan or
policy of the Company absent such termination of employment. With respect to any
such continued medical and dental benefits described in clause (ii) of the
immediately preceding sentence for which the Executive is eligible, (I) if the
Company cannot continue such benefits, the Company shall pay the Executive for
the cost of such benefits; (II) such benefits shall be discontinued in the event
the Executive becomes eligible for similar benefits from a successor employer
(and the Executive's eligibility for any such benefits shall be reported by the
Executive to the Company); and (III) the Executive's period of "continuation
coverage" for purposes of Section 4980B of the Internal Revenue Code of 1986, as
amended (the "Code"), shall be deemed to commence on the date of the Executive's
termination of employment.

     8. Change in Control. This Section 8 will be binding upon the Restatement
Date, but notwithstanding anything in this Agreement to the contrary, this
Section 8 will not be operative unless and until a Change in Control occurs.
Upon the occurrence of a Change in Control at any time during the Employment
Term, this Section 8 shall become immediately operative without further action;
provided, however, that if, prior to a Change in Control, the Executive ceases
for any reason to be an employee of the Company and any Affiliate, the
effectiveness of this Section 8 will immediately terminate without further
action and be of no further effect. Certain capitalized terms used in this
Section 8 are defined for purposes of this Section 8 in Section 8(e).

          (a) Termination Following a Change in Control. In the event of a
Change in Control, if the Executive's employment is terminated by the Company or
an Affiliate during the Post-Change Period, the Executive shall be entitled to
the benefits provided by Section 8(c) unless such termination is the result of
the occurrence of one or more of the following events:

               (i)  The Executive's death;



               (ii) If the Executive becomes permanently disabled within the
                    meaning of, and begins actually to receive disability
                    benefits under, the long-term disability plan applicable to
                    the Executive immediately prior to the Change in Control; or

               (iii) Cause (as defined in Section 8(e)(i)).

     If, during the Post-Change Period, the Executive's employment is terminated
     by the Company or an Affiliate other than as described in clause (i), (ii)
     or (iii) of this Section 8(a), the Executive will be entitled to the
     benefits provided by Section 8(c).

          (b) Termination by Executive. In the event of a Change in Control, the
Executive may terminate employment with the Company during the Post-Change
Period with the right to severance compensation as provided in Section 8(c) upon
the occurrence of one or more of the following events (regardless of whether any
other reason, other than death, permanent disability or Cause, for such
termination has occurred, including other employment):

          (i)  the failure to maintain the Executive in the position, or a
               substantially equivalent or superior position, with the Company
               and/or with a direct or indirect parent company of the Company
               that the Executive held immediately prior to the Change in
               Control, which is not remedied by the Company within 10 calendar
               days after receipt by the Company of notice from the Executive of
               such failure;

          (ii) (A) a reduction in the Executive's base salary pursuant to
               Section 4(a) hereof or (B) the termination or significant
               reduction in the aggregate of the Executive's right to
               participate in employee benefit plans or programs of the Company
               as in effect prior to the Change in Control (other than Incentive
               Pay (as hereinafter defined) or any other bonus, incentive or
               stock or equity-based compensation or benefits), in either case
               which is not remedied by the Company within 10 calendar days
               after receipt by the Company of notice from the Executive of such
               reduction or termination;

          (iii) a reduction or elimination of the Executive's opportunity to
               earn Incentive Pay pursuant to any plan or program in effect
               immediately prior to the Change in Control which is not remedied
               by the Company within 10 calendar days after receipt by the
               Company of notice from the Executive of such reduction or
               elimination (for the avoidance of doubt, changes in the value or
               performance of the Company or an Affiliate or successor of either
               following the Change in Control shall not be considered a
               reduction or elimination of the Executive's opportunity to earn
               Incentive Pay); or

          (iv) the Company requires the Executive to have his principal place of
               work changed to any location that is more than 35 miles from the
               location thereof immediately prior to the Change in Control,
               without his prior written consent.



          (c) Change in Control Severance. If, following the occurrence of a
Change in Control, the Company or an Affiliate terminates the Executive's
employment during the Post-Change Period other than as described in clause (i),
(ii) or (iii) of Section 8(a), or if the Executive terminates his employment
pursuant to Section 8(b), the Executive shall not be entitled to the severance
compensation described in Section 7, and the Company will (i) pay or cause to be
paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2),
8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination
Date; (ii) pay or cause to be paid to the Executive the amount described in
Section 8(c)(4), such amount to be payable no earlier than the date on which
such Incentive Pay, if any, would have been paid under the applicable plan or
policy of the Company absent such termination of employment; and (iii) provide
the Executive the benefits described in Section 8(c)(5) for the period described
therein.

          (1)  A lump sum payment in an amount equal to all Base Pay and
               Incentive Pay (other than for the calendar year of such
               termination of employment) owed to the Executive for periods on
               or prior to the Termination Date.

          (2)  A lump sum payment in an amount equal to two times the
               Executive's base salary pursuant to Section 4(a) (at the rate in
               effect immediately prior to the Termination Date).

          (3)  A lump sum payment equal to two times Incentive Pay (in an amount
               equal to the highest amount of Incentive Pay earned by the
               Executive in any calendar year during the three calendar years
               immediately preceding the calendar year in which the Change in
               Control occurred).

          (4)  In the event that the Termination Date occurs after June 30 in
               any calendar year, a lump sum payment equal to one times
               Incentive Pay for such calendar year, multiplied by a fraction,
               the numerator of which is the number of days between (and
               including) January 1 of the calendar year in which the
               Termination Date occurs and the Termination Date, and the
               denominator of which is 365.

          (5)  For a period of 24 months following the Termination Date (the
               "Continuation Period"), the Company will provide the Executive
               with medical, dental and life insurance benefits consistent with
               the terms in effect for such benefits for active employees of the
               Company during the Continuation Period. If and to the extent that
               any benefit described in this Section 8(c)(5) is not or cannot be
               paid or provided under any Company plan or program, then the
               Company will pay or provide for the payment to the Executive, his
               dependants and beneficiaries, of such employee benefits. Without
               otherwise limiting the purposes of Section 8(d), employee
               benefits otherwise receivable by the Executive pursuant to this
               Section 8(c)(5) will be reduced to the extent comparable welfare
               benefits are actually received by the Executive from another
               employer during the Continuation Period following the Executive's
               Termination Date, and any such benefits actually received by the
               Executive shall be reported by the Executive to the Company.



          (6)  The Company will pay to the Executive the cost of employee
               outplacement services for the Executive in the amount of $30,000.

          (7)  The Company will pay the Executive a two-year automobile
               allowance in the amount provided to the Executive immediately
               prior to the Termination Date.

          (d) No Mitigation Obligation; Effect on Other Rights The payment of
the severance compensation by the Company to the Executive in accordance with
the terms of this Section 8 is hereby acknowledged by the Company to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Section 8 by seeking other employment or otherwise,
except as expressly provided in the last sentence of Section 8(c)(5). This
Section 8 will not affect any rights (other than any rights to severance,
termination, retention or similar compensation or benefits) that the Executive
may have pursuant to any agreement, plan or policy of the Company or a
Subsidiary providing employee benefits, which rights shall be governed by the
terms thereof.

          (e) Certain Defined Terms. The following terms have the following
meanings when used in this Section 8:

          (i)  "Cause" means that, prior to any termination pursuant to Section
               8(b), the Executive shall have:

               (1)  been convicted of a criminal violation involving fraud,
                    embezzlement or theft;

               (2)  committed intentional wrongful damage to property of the
                    Company or any Affiliate; or

               (3)  committed intentional wrongful disclosure of confidential
                    information of the Company or any Affiliate.

                    Nothing herein will limit the right of the Executive or his
                    beneficiaries to contest the validity of any determination
                    by the Company to terminate the Executive for Cause.

          (ii) "Change in Control" means (A) a stock sale, merger,
               consolidation, combination, reorganization or other transaction
               involving the Company resulting in less than fifty percent (50%)
               of the combined voting power of the surviving or resulting entity
               being owned by the shareholders of the Company immediately prior
               to such transaction; (B) a stock sale, merger, consolidation,
               combination, reorganization or other transaction involving AMH
               II, AMH or Parent resulting in less than fifty percent (50%) of
               the combined voting power of the surviving or resulting entity
               being owned by the shareholders of AMH II, AMH or Parent, as
               applicable, immediately prior to such transaction or (C) the
               liquidation or dissolution of the Company, AMH II, AMH or Parent
               or the sale or other disposition of all or substantially all of
               the assets or business of the Company, AMH



               II, AMH or Parent (other than, in the case of either clause (A),
               (B) or (C) above, in connection with any employee benefit plan of
               the Company or an Affiliate).

          (iii) "Incentive Pay" means an annual cash bonus or annual cash
               incentive compensation, in addition to base salary, made or to be
               made in regard to services rendered in any year or other period
               pursuant to any bonus, incentive, profit-sharing, performance,
               discretionary pay or similar agreement, policy, plan, program or
               arrangement (whether or not funded) of the Company or an
               Affiliate, or any successor thereto; provided that the Incentive
               Pay shall not include any stock options or other stock-based
               compensation or any special management bonuses paid in connection
               with any debt offering or recapitalization of AMH II and/or
               another Affiliate. For the avoidance of doubt, as of the date
               hereof, Incentive Pay shall mean the annual incentive bonus
               arrangement described in Section 4(b).

          (iv) "Post-Change Period" means the period of time commencing on the
               date of the first occurrence of a Change in Control and
               continuing until the second anniversary of the occurrence of such
               Change in Control.

          (v)  "Termination Date" means the date on which the Executive's
               employment with the Company or an Affiliate is terminated.

     9. Termination of Compensation and Benefits; Execution of Release;
Coordination of Provisions. If the Executive's employment terminates otherwise
than in a termination entitling him to severance pay and benefits pursuant to
Section 7 or Section 8, the Executive shall not be entitled to any severance,
termination pay or similar compensation or benefits, provided that the Executive
shall be entitled to any benefits then due or accrued in accordance with the
applicable employee benefit plans of the Company or applicable law, including
"continuation coverage" under the Company's group health plans for purposes of
Section 4980B of the Code. As a condition of receiving any severance
compensation for which the Executive otherwise qualifies under Section 7 or
Section 8, the Executive agrees to execute a general release of the Company and
the Affiliates and their respective officers, directors and employees from any
and all claims, obligations and liabilities of any kind whatsoever arising from
or in connection with the Executive's employment or termination of employment
with the Company or this Agreement (including, without limitation, civil rights
claims), in such form as is requested by the Company. Any severance compensation
and benefits to which the Executive may be entitled under Section 8 shall be in
lieu of any severance compensation or benefits to which the Executive may be
entitled under Section 7. The Executive acknowledges and agrees that, except as
specifically described in Section 7 and Section 8, all of the Executive's rights
to any compensation, benefits (other than base salary earned through the date of
termination of employment and any benefits due or accrued prior to termination
of employment in accordance with the applicable employee benefit plans of the
Company or applicable law), bonuses or severance from the Company or any
Affiliate after termination of the Employment Term shall cease upon such
termination.

     10. Limitation on Payments and Benefits. Notwithstanding any provision of
this Agreement to the contrary, no amount or benefit shall be paid or provided
under this Agreement



to an extent or in a manner that would result in payments or benefits (or other
compensation) not being fully deductible by the Company or an Affiliate for
federal income tax purposes because of Section 280G of the Code, or any
successor provision thereto (or that would result in the Executive being subject
to the excise tax imposed by Section 4999 of the Code, or any successor
provision thereto). The determination of whether any such payments or benefits
to be provided under this Agreement or otherwise would not be so deductible (or
whether the Executive would be subject to such excise tax) shall be made at the
expense of the Company, if requested by either the Executive or the Company, by
a firm of independent accountants or a law firm selected by the Company and
reasonably acceptable to the Executive. In the event that any payment or benefit
intended to be provided under this Agreement or otherwise would constitute a
"parachute payment," as defined in Section 280G of the Code, the Executive shall
be entitled to designate the payments and/or benefits to be reduced or modified
so that the Company or an Affiliate is not denied any federal income tax
deductions for any such parachute payment because of Section 280G of the Code
(or so that the Executive is not subject to the excise tax imposed by Section
4999 of the Code). The Company shall provide the Executive with all information
reasonably requested by the Executive to permit the Executive to make such
designation. In the event that the Executive fails to make such designation
within 10 business days of the Termination Date, the Company may effect such
reduction in any manner it deems appropriate.

     11. Notice. Any notices required or permitted hereunder shall be in writing
and shall be deemed to have been given when personally delivered or when mailed,
certified or registered mail, or sent by reputable overnight courier, postage
prepaid, to the addresses set forth as follows:

            If to the Company: Associated Materials Incorporated
                               3773 State Road
                               Cuyahoga Falls, Ohio 44223

               With copies to: Harvest Partners, Inc.
                               280 Park Avenue, 33rd Floor
                               New York, New York 10017
                               Attention: Ira D. Kleinman

                           and

                               White & Case LLP
                               1155 Avenue of the Americas
                               New York, New York 10036
                               Attention: Oliver C. Brahmst, Esq.

          If to the Executive: Robert M. Franco
                               2526 Live Oak Boulevard
                               Sylvania, Ohio 43560

or to such other address as shall be furnished in writing by either party to the
other party; provided that such notice or change in address shall be effective
only when actually received by the other party.

     12. General.



          (a) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York applicable to contracts executed and to be performed entirely within said
State.

          (b) Construction and Severability. If any provision of this Agreement
shall be held invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired, and the parties undertake
to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or substitute all and any such invalid, illegal or unenforceable
provisions with enforceable and valid provisions which would produce as nearly
as may be possible the result previously intended by the parties without
renegotiation of any material terms and conditions stipulated herein.

          (c) Assignability. The Executive may not assign his interest in or
delegate his duties under this Agreement. This Agreement is for the employment
of the Executive, personally, and the services to be rendered by him under this
Agreement must be rendered by him and no other person. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Company and
its successors and assigns. Without limiting the foregoing and notwithstanding
anything else in this Agreement to the contrary, the Company may assign this
Agreement to, and all rights hereunder shall inure to the benefit of, any
subsidiary of the Company or any person, firm or corporation resulting from the
reorganization of the Company or succeeding to the business or assets of the
Company by purchase, merger, consolidation or otherwise.

          (d) Warranty by the Executive. The Executive represents and warrants
to the Company that the Executive is not subject to any contract, agreement,
judgment, order or decree of any kind, or any restrictive agreement of any
character, that restricts the Executive's ability to perform his obligations
under this Agreement or that would be breached by the Executive upon his
performance of his duties pursuant to this Agreement.

          (e) Compliance with Rules and Policies. The Executive shall perform
all services in accordance with the lawful policies, procedures and rules
established by the Company and the Board. In addition, the Executive shall
comply with all laws, rules and regulations that are generally applicable to the
Company or its subsidiaries and their respective employees, directors and
officers.

          (f) Withholding Taxes. All amounts payable hereunder shall be subject
to the withholding of all applicable taxes and deductions required by any
applicable law.

          (g) Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and undertakings, both written and oral,
and may not be modified or amended in any way except in writing by the parties
hereto.

          (h) Duration. Notwithstanding the Employment Term hereunder, this
Agreement shall continue for so long as any obligations remain under this
Agreement.



          (i) Survival. The covenants set forth in Section 5 and the parties'
respective rights and obligations under Section 8 shall survive and shall
continue to be binding upon the Executive and the Company, as the case may be,
notwithstanding the termination or expiration of this Agreement or the
termination of the Executive's employment following a Change in Control for any
reason whatsoever.

          (j) Waiver. No waiver by either party hereto of any of the
requirements imposed by this Agreement on, or any breach of any condition or
provision of this Agreement to be performed by, the other party shall be deemed
a waiver of a similar or dissimilar requirement, provision or condition of this
Agreement at the same or any prior or subsequent time. Any such waiver shall be
express and in writing, and there shall be no waiver by conduct. Pursuit by
either party of any available remedy, either in law or equity, or any action of
any kind, does not constitute waiver of any other remedy or action. Such
remedies are cumulative and not exclusive.

          (k) Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

          (l) Section References. The words Section and paragraph herein shall
refer to provisions of this Agreement unless expressly indicated otherwise.

          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement as of the day and year first written
above.

                                        ASSOCIATED MATERIALS INCORPORATED


Date:      4/3/06                       By:      /s/ K. Lavanway
      ----------------------                ------------------------------------
                                        Name:        D. K. Lavanway
                                              ----------------------------------
                                        Title:       CFO
                                               ---------------------------------


                                        ROBERT M. FRANCO

Date:      4/3/06                            /s/ Robert M. Franco
      ----------------------            ----------------------------------------



                                                                       Exhibit A

                             Annual Incentive Bonus

          The Executive's annual incentive bonus for each calendar year during
the Employment Term shall be a percentage of the Executive's base salary based
upon the achievement by AMH II of annual EBITDA Hurdles with respect to the
applicable calendar year, as follows:



Achievement of EBITDA Hurdles   Percentage of Base Salary
- -----------------------------   -------------------------
                             
     Less than threshold                   Zero
          Threshold                       20.00%
            Target                        60.00%
           Maximum                       100.00%


          If the actual EBITDA for a particular calendar year is between two
EBITDA Hurdles, the applicable percentage of base salary shall be determined by
linear interpolation based on the difference between such EBITDA Hurdles. For
the avoidance of doubt, in no event shall the annual incentive bonus exceed 100%
of base salary. For purposes of the Executive's annual incentive bonus and the
computation thereof:

1.   Base salary shall mean the annual rate of base salary in effect under this
     Agreement as of April 1 of the calendar year to which the bonus relates.

2.   "EBITDA Hurdle" means threshold, target and maximum amounts of EBITDA with
     respect to a calendar year, as determined in good faith by the Board.

3.   EBITDA shall mean the consolidated net income of AMH II, adjusted to
     exclude deduction of interest expense (net of interest income), income
     taxes, depreciation and amortization and the Harvest Fee pursuant to the
     Management Agreement, dated as of April 19, 2002, between Harvest Partners,
     Inc. and Associated Materials Incorporated, as amended from time to time,
     and to exclude gain or loss from sale of capital assets, and including
     deduction of all bonuses paid or accrued with respect to the Executive and
     all other officers and employees of AMH II and its subsidiaries (including,
     without limitation, the Executive's bonus hereunder), for the relevant
     calendar year, calculated otherwise in accordance with generally accepted
     accounting principles, subject to any adjustments made in good faith by the
     Board. EBITDA shall be determined by the Company's management, subject to
     audit or review by AMH II's external accountants and approval, in good
     faith, by the Board. EBITDA shall exclude, without duplication, any
     transaction- or merger-related costs which are expensed rather than
     capitalized; any revenue, expense, gain or loss from operations divested
     during the relevant calendar year;



     the effect of inventory write-ups made due to purchase accounting; and any
     other non-recurring, extraordinary items subject to approval, in good
     faith, by the Board.

4.   Any annual incentive bonus to which the Executive is entitled under this
     Agreement for any calendar year shall be paid in a cash lump-sum within
     thirty days following the close of AMH II's books and completion of AMH
     II's annual audit by its external accountants for such calendar year but in
     any event shall not be paid later than March 15 of the calendar year
     immediately following the calendar year to which the bonus relates.

The Executive's entitlement to an annual incentive bonus shall be determined by
the Board in good faith in accordance with this Exhibit A.

EX-10.4

                                                                    EXHIBIT 10.4

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT (this "Agreement"), originally dated as of August
21, 2002, amended and restated in its entirety, as of July 27, 2004 (the
"Restatement Date"), and further amended and restated in its entirety as of
March 31, 2006, by and between ASSOCIATED MATERIALS INCORPORATED, a Delaware
corporation (the "Company"), and JOHN F. HAUMESSER, an individual residing in
the State of Ohio (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive previously served as the Vice President of
Human Resources of the Alside Division of the Company;

          WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated
as of March 16, 2002, among Associated Materials Holdings Inc. (formerly known
as Harvest/AMI Holdings Inc.) ("Parent"), Simon Acquisition Corp. and the
Company (the "Merger Agreement"), the Company became a wholly-owned subsidiary
of Parent upon consummation of the transactions contemplated by the Merger
Agreement (the "Merger");

          WHEREAS, since the Merger, the Executive has served as Vice President
of Human Resources of the Company;

          WHEREAS, on March 4, 2004, all of the stock of Parent was exchanged
for stock of AMH Holdings, Inc. ("AMH") as part of a series of corporate
reorganization transactions, and Parent became a wholly-owned subsidiary of AMH;

          WHEREAS, on December 22, 2004, all of the stock of AMH was exchanged
for stock of AMH II Holdings, Inc. ("AMH II") as part of a series of corporate
reorganization transactions, and Parent became an indirect wholly-owned
subsidiary of AMH II;

          WHEREAS, the Company desires to continue to retain the services and
employment of the Executive on behalf of the Company, and the Executive desires
to continue his employment with the Company, upon the terms and conditions
hereinafter set forth;

          WHEREAS, pursuant to Section 12(g) of this Agreement, this Agreement
may be amended in writing by the parties hereto; and

          WHEREAS, the Company and the Executive mutually desire to amend and
restate this Agreement as set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, each intending to be legally bound
hereby, agree as follows:



     1. Employment. On the terms and subject to the conditions set forth herein,
the Company hereby employs the Executive as the Vice President of Human
Resources of the Company, and the Executive accepts such employment, for the
Employment Term (as defined in Section 3). During the Employment Term, the
Executive shall serve as the Vice President of Human Resources of the Company
and shall report to the President and Chief Executive Officer of the Company,
performing such duties as shall be reasonably required of a vice president, and
shall have such other powers and perform such other duties as may from time to
time be assigned to him by the President and Chief Executive Officer of the
Company and the Board of Directors of the Company (the "Board"). To the extent
requested by the Company's President and Chief Executive Officer or the Board,
the Executive shall also serve on the Board or any committee of the Board and/or
as a director, officer or employee of AMH II or any other person or entity
which, from time to time, is a direct or indirect subsidiary of AMH II (AMH II
and each such subsidiary, person or entity, other than the Company, are
hereinafter referred to collectively as the "Affiliates," and individually as an
"Affiliate"). The Executive's service as a director of the Company or as a
director, officer or employee of any Affiliate shall be without additional
compensation.

     2. Performance. The Executive will serve the Company faithfully and to the
best of his ability and will devote his full business time, energy, experience
and talents to the business of the Company and the Affiliates; provided,
however, that it shall not be a violation of this Agreement for the Executive to
manage his personal investments and business affairs, or to engage in or serve
such civic, community, charitable, educational, or religious organizations as he
may reasonably select so long as such service does not interfere with the
Executive's performance of his duties hereunder.

     3. Employment Term. Unless earlier terminated pursuant to Section 6, the
Executive's term of employment hereunder shall begin on the Offer Completion
Date (hereinafter referred to as the "Commencement Date"), and continue through
the date which is one (1) year following the Commencement Date (the "Initial
Term"); provided that such term shall be automatically extended for additional
one (1) year periods commencing on the first day immediately following the
expiration date of the Initial Term and successively thereafter on the first day
immediately following the expiration of each such one-year period (each such
period an "Additional Term") unless the Company shall have given notice to the
Executive that the Company does not desire to extend the term of this Agreement,
such notice to be given at least thirty (30) days prior to the end of the
Initial Term or the applicable Additional Term (the Initial Term and any
Additional Terms, if applicable, collectively, the "Employment Term").

     4. Compensation and Benefits.

          (a) Salary. As compensation for his services hereunder and in
consideration of the Executive's other agreements hereunder, during the
Employment Term, the Company shall pay the Executive a base salary, payable in
equal installments in accordance with the Company's payroll procedures, at an
annual rate of Two Hundred Twenty Five Thousand Dollars ($225,000), subject to
annual review by the Board, which may increase, but not decrease, the
Executive's base salary.

          (b) Annual Incentive Bonus; Stock Options. The Executive shall be
entitled to participate in an annual incentive bonus arrangement established by
the Company on terms and



conditions substantially as set forth in Exhibit A hereto. The Executive shall
not be entitled to participate in any other annual cash bonus plan, program or
arrangement with respect to any period to which the annual incentive bonus
arrangement described in the immediately preceding sentence applies. The
Executive shall also be entitled to participate in the stock option plan
established by Parent or AMH II.

          (c) Retirement, Medical, Dental and Other Benefits. During the
Employment Term, the Executive shall, in accordance with the terms and
conditions of the applicable plan documents and all applicable laws, be eligible
to participate in the various retirement, medical, dental and other employee
benefit plans made available by the Company, from time to time, for its
executives.

          (d) Vacation; Sick Leave. During the Employment Term, the Executive
shall be entitled to not less than three (3) weeks of vacation during each
calendar year and sick leave in accordance with the Company's policies and
practices with respect to its executives.

          (e) Business Expenses. (1) The Company shall reimburse or advance
payment to the Executive for all reasonable expenses actually incurred by him in
connection with the performance of his duties hereunder in accordance with
policies established by the Company from time to time and subject to receipt by
the Company of appropriate documentation.

          (2) During the Employment Term, the Executive shall be paid an
     automobile allowance in the amount of $900 per month. Such allowance shall
     be paid by the Company to the Executive on the last business day of each
     month or otherwise in accordance with Company policy.

     5. Covenants of the Executive. The Executive acknowledges that in the
course of his employment with the Company he has and will become familiar with
the Company's and the Affiliates' trade secrets and with other confidential
information concerning the Company and the Affiliates, and that his services are
of special, unique and extraordinary value to the Company and the Affiliates.
Therefore, the Company and the Executive mutually agree that it is in the
interest of both parties for the Executive to enter into the restrictive
covenants set forth in this Section 5 and that such restrictions and covenants
are reasonable given the nature of the Executive's duties and the nature of the
Company's business.

          (a) Noncompetition. During the Employment Term and for the Restricted
Period (as hereinafter defined) following termination of the Employment Term,
the Executive shall not, within any jurisdiction or marketing area in which the
Company or any Affiliate is doing or is qualified to do business, directly or
indirectly, own, manage, operate, control, be employed by or participate in the
ownership, management, operation or control of, or be connected in any manner
with, any Business (as hereinafter defined), provided that the Executive's
ownership of securities of two percent (2%) or less of any class of securities
of a public company shall not, by itself, be considered to be competition with
the Company or any Affiliate. For purposes of this Agreement, "Business" shall
mean the manufacturing, production, distribution or sale of exterior residential
building products, including, without limitation, vinyl siding, windows,
fencing, decking, railings and garage doors, or any other business of a type and
character engaged in by the Company or an Affiliate during the Employment Term.
For purposes of this Agreement, the "Restricted Period" shall be (1) twenty-four
(24) months if such termination occurs during the



two-year period following the Commencement Date; or (2) one (1) year if such
termination occurs after such two-year period following the Commencement Date.

          (b) Nonsolicitation. During the Employment Term and for the Restricted
Period following termination of the Employment Term, the Executive shall not,
directly or indirectly, (i) employ, solicit for employment or otherwise contract
for the services of any individual who is or was an employee of the Company or
any Affiliate during the Employment Term; (ii) otherwise induce or attempt to
induce any employee of the Company or an Affiliate to leave the employ of the
Company or such Affiliate, or in any way knowingly interfere with the
relationship between the Company or any Affiliate and any employee respectively
thereof; or (iii) induce or attempt to induce any customer, supplier, licensee
or other business relation of the Company or any Affiliate to cease doing
business with the Company or such Affiliate, or interfere in any way with the
relationship between any such customer, supplier, licensee or business relation
and the Company or any Affiliate.

          (c) Nondisclosure; Inventions. For the Employment Term and thereafter,
(i) the Executive shall not divulge, transmit or otherwise disclose (except as
legally compelled by court order, and then only to the extent required, after
prompt notice to the Board of any such order), directly or indirectly, other
than in the regular and proper course of business of the Company and the
Affiliates, any customer lists, trade secrets or other confidential knowledge or
information with respect to the operations or finances of the Company or any
Affiliates or with respect to confidential or secret processes, services,
techniques, customers or plans with respect to the Company or the Affiliates
(all of the foregoing collectively hereinafter referred to as, "Confidential
Information"), and (ii) the Executive will not use, directly or indirectly, any
Confidential Information for the benefit of anyone other than the Company and
the Affiliates; provided, however, that the Executive has no obligation, express
or implied, to refrain from using or disclosing to others any such knowledge or
information which is or hereafter shall become available to the general public
other than through disclosure by the Executive. All Confidential Information,
new processes, techniques, know-how, methods, inventions, plans, products,
patents and devices developed, made or invented by the Executive, alone or with
others, while an employee of the Company which are related to the business of
the Company and the Affiliates shall be and become the sole property of the
Company, unless released in writing by the Board, and the Executive hereby
assigns any and all rights therein or thereto to the Company.

          (d) Nondisparagement. During the Employment Term and thereafter, the
Executive shall not take any action to disparage or criticize the Company or any
Affiliate or their respective employees, directors, owners or customers or to
engage in any other action that injures or hinders the business relationships of
the Company or any Affiliate. Nothing contained in this Section 5(d) shall
preclude the Executive from enforcing his rights under this Agreement.

          (e) Return of Company Property. All Confidential Information, files,
records, correspondence, memoranda, notes or other documents (including, without
limitation, those in computer-readable form) or property relating or belonging
to the Company or an Affiliate, whether prepared by the Executive or otherwise
coming into his possession in the course of the performance of his services
under this Agreement, shall be the exclusive property of the Company and shall
be delivered to the Company, and not retained by the Executive (including,



without limitations, any copies thereof), promptly upon request by the Company
and, in any event, promptly upon termination of the Employment Term.

          (f) Enforcement. The Executive acknowledges that a breach of his
covenants contained in this Section 5 may cause irreparable damage to the
Company and the Affiliates, the exact amount of which would be difficult to
ascertain, and that the remedies at law for any such breach or threatened breach
would be inadequate. Accordingly, the Executive agrees that if he breaches or
threatens to breach any of the covenants contained in this Section 5, in
addition to any other remedy which may be available at law or in equity, the
Company and the Affiliates shall be entitled to specific performance and
injunctive relief to prevent the breach or any threatened breach thereof without
bond or other security or a showing that monetary damages will not provide an
adequate remedy.

          (g) Scope of Covenants. The Company and the Executive further
acknowledge that the time, scope, geographic area and other provisions of this
Section 5 have been specifically negotiated by sophisticated commercial parties
and agree that all such provisions are reasonable under the circumstances of the
activities contemplated by this Agreement. In the event that the agreements in
this Section 5 shall be determined by any court of competent jurisdiction to be
unenforceable by reason of their extending for too great a period of time or
over too great a geographical area or by reason of their being too extensive in
any other respect, they shall be interpreted to extend only over the maximum
period of time for which they may be enforceable and/or over the maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.

     6. Termination. The employment of the Executive hereunder shall
automatically terminate at the end of the Employment Term. The employment of the
Executive hereunder and the Employment Term may also be terminated at any time
by the Company with or without Cause. For purposes of this Agreement, except as
otherwise provided in Section 8, "Cause" shall mean: (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company or an
Affiliate; (ii) any breach by the Executive of the Executive's covenants under
Section 5; (iii) any breach by the Executive of any other material provision of
this Agreement which breach is not cured, to the extent susceptible to cure,
within thirty (30) days after the Company has given notice to the Executive
describing such breach; (iv) willful failure by the Executive to perform the
duties of his employment hereunder which continues for a period of fourteen (14)
days following written notice thereof by the Company to the Executive; (v) the
conviction of, or a plea of nolo contendere (or a similar plea) to, any criminal
offense that is a felony or involves fraud, or any other criminal offense
punishable by imprisonment of at least one year or materially injurious to the
business or reputation of the Company involving theft, dishonesty,
misrepresentation or moral turpitude; (vi) gross negligence or willful
misconduct on the part of the Executive in the performance of his duties as an
employee, officer or director of the Company or an Affiliate; (vii) the
Executive's breach of his fiduciary obligations to the Company or an Affiliate;
(viii) the Executive's commission of intentional, wrongful damage to property of
the Company or an Affiliate; (ix) any chemical dependence of the Executive which
adversely affects the performance of his duties and responsibilities to the
Company or an Affiliate; or (x) the Executive's violation of the Company's or an
Affiliate's code of ethics, code of business conduct or similar policies
applicable to the Executive. The existence or non-



existence of Cause shall be determined in good faith by the Board. The
employment of the Executive may also be terminated at any time by the Executive
by notice of resignation delivered to the Company not less than ninety (90) days
prior to the effective date of such resignation.

     7. Severance. Except as otherwise provided in Section 8, if the Executive's
employment hereunder is terminated during the Employment Term by the Company or
is terminated due to expiration of the Employment Term following notice by the
Company not to extend the Employment Term in accordance with Section 3, in each
case other than for Cause or due to disability (as determined in the good faith
discretion of the Board) or death, the Executive shall be entitled to receive as
severance: (i) an amount equal to the Executive's base salary as in effect
immediately prior to the date of the Executive's termination of employment for
twelve (12) months (payable, at the Company's option, in a lump-sum or in equal
installments in accordance with the Company's payroll procedures during the
twelve months following the date of the Executive's termination)(such
twelve-month period, the "Severance Period"); (ii) continued medical and dental
benefits described in Section 4(c) for the Severance Period, at the same rate of
employee and Company shared costs of such coverage as in effect from time to
time for active employees of the Company; and (iii) a pro rata portion (based on
the number of days the Executive was employed by the Company during the calendar
year of termination) of any incentive bonus otherwise payable in accordance with
Section 4(b) for the year of termination of the Executive's employment, payable
no earlier than the date on which such bonus, if any, would have been paid under
the applicable plan or policy of the Company absent such termination of
employment. With respect to any such continued medical and dental benefits
described in clause (ii) of the immediately preceding sentence for which the
Executive is eligible, (I) if the Company cannot continue such benefits, the
Company shall pay the Executive for the cost of such benefits; (II) such
benefits shall be discontinued in the event the Executive becomes eligible for
similar benefits from a successor employer (and the Executive's eligibility for
any such benefits shall be reported by the Executive to the Company); and (III)
the Executive's period of "continuation coverage" for purposes of Section 4980B
of the Internal Revenue Code of 1986, as amended (the "Code"), shall be deemed
to commence on the date of the Executive's termination of employment.

     8. Change in Control. This Section 8 will be binding upon the Restatement
Date, but notwithstanding anything in this Agreement to the contrary, this
Section 8 will not be operative unless and until a Change in Control occurs.
Upon the occurrence of a Change in Control at any time during the Employment
Term, this Section 8 shall become immediately operative without further action;
provided, however, that if, prior to a Change in Control, the Executive ceases
for any reason to be an employee of the Company and any Affiliate, the
effectiveness of this Section 8 will immediately terminate without further
action and be of no further effect. Certain capitalized terms used in this
Section 8 are defined for purposes of this Section 8 in Section 8(e).

          (a) Termination Following a Change in Control. In the event of a
Change in Control, if the Executive's employment is terminated by the Company or
an Affiliate during the Post-Change Period, the Executive shall be entitled to
the benefits provided by Section 8(c) unless such termination is the result of
the occurrence of one or more of the following events:

          (i)  The Executive's death;



          (ii) If the Executive becomes permanently disabled within the meaning
               of, and begins actually to receive disability benefits under, the
               long-term disability plan applicable to the Executive immediately
               prior to the Change in Control; or

          (iii) Cause (as defined in Section 8(e)(i)).

     If, during the Post-Change Period, the Executive's employment is terminated
     by the Company or an Affiliate other than as described in clause (i), (ii)
     or (iii) of this Section 8(a), the Executive will be entitled to the
     benefits provided by Section 8(c).

          (b) Termination by Executive. In the event of a Change in Control, the
Executive may terminate employment with the Company during the Post-Change
Period with the right to severance compensation as provided in Section 8(c) upon
the occurrence of one or more of the following events (regardless of whether any
other reason, other than death, permanent disability or Cause, for such
termination has occurred, including other employment):

          (i)  the failure to maintain the Executive in the position, or a
               substantially equivalent or superior position, with the Company
               and/or with a direct or indirect parent company of the Company
               that the Executive held immediately prior to the Change in
               Control, which is not remedied by the Company within 10 calendar
               days after receipt by the Company of notice from the Executive of
               such failure;

          (ii) (A) a reduction in the Executive's base salary pursuant to
               Section 4(a) hereof or (B) the termination or significant
               reduction in the aggregate of the Executive's right to
               participate in employee benefit plans or programs of the Company
               as in effect prior to the Change in Control (other than Incentive
               Pay (as hereinafter defined) or any other bonus, incentive or
               stock or equity-based compensation or benefits), in either case
               which is not remedied by the Company within 10 calendar days
               after receipt by the Company of notice from the Executive of such
               reduction or termination;

          (iii) a reduction or elimination of the Executive's opportunity to
               earn Incentive Pay pursuant to any plan or program in effect
               immediately prior to the Change in Control which is not remedied
               by the Company within 10 calendar days after receipt by the
               Company of notice from the Executive of such reduction or
               elimination (for the avoidance of doubt, changes in the value or
               performance of the Company or an Affiliate or successor of either
               following the Change in Control shall not be considered a
               reduction or elimination of the Executive's opportunity to earn
               Incentive Pay); or

          (iv) the Company requires the Executive to have his principal place of
               work changed to any location that is more than 35 miles from the
               location thereof immediately prior to the Change in Control,
               without his prior written consent.



          (c) Change in Control Severance. If, following the occurrence of a
Change in Control, the Company or an Affiliate terminates the Executive's
employment during the Post-Change Period other than as described in clause (i),
(ii) or (iii) of Section 8(a), or if the Executive terminates his employment
pursuant to Section 8(b), the Executive shall not be entitled to the severance
compensation described in Section 7, and the Company will (i) pay or cause to be
paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2),
8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination
Date; (ii) pay or cause to be paid to the Executive the amount described in
Section 8(c)(4), such amount to be payable no earlier than the date on which
such Incentive Pay, if any, would have been paid under the applicable plan or
policy of the Company absent such termination of employment; and (iii) provide
the Executive the benefits described in Section 8(c)(5) for the period described
therein.

          (1)  A lump sum payment in an amount equal to all Base Pay and
               Incentive Pay (other than for the calendar year of such
               termination of employment) owed to the Executive for periods on
               or prior to the Termination Date.

          (2)  A lump sum payment in an amount equal to two times the
               Executive's base salary pursuant to Section 4(a) (at the rate in
               effect immediately prior to the Termination Date).

          (3)  A lump sum payment equal to two times Incentive Pay (in an amount
               equal to the highest amount of Incentive Pay earned by the
               Executive in any calendar year during the three calendar years
               immediately preceding the calendar year in which the Change in
               Control occurred).

          (4)  In the event that the Termination Date occurs after June 30 in
               any calendar year, a lump sum payment equal to one times
               Incentive Pay for such calendar year, multiplied by a fraction,
               the numerator of which is the number of days between (and
               including) January 1 of the calendar year in which the
               Termination Date occurs and the Termination Date, and the
               denominator of which is 365.

          (5)  For a period of 24 months following the Termination Date (the
               "Continuation Period"), the Company will provide the Executive
               with medical, dental and life insurance benefits consistent with
               the terms in effect for such benefits for active employees of the
               Company during the Continuation Period. If and to the extent that
               any benefit described in this Section 8(c)(5) is not or cannot be
               paid or provided under any Company plan or program, then the
               Company will pay or provide for the payment to the Executive, his
               dependants and beneficiaries, of such employee benefits. Without
               otherwise limiting the purposes of Section 8(d), employee
               benefits otherwise receivable by the Executive pursuant to this
               Section 8(c)(5) will be reduced to the extent comparable welfare
               benefits are actually received by the Executive from another
               employer during the Continuation Period following the Executive's
               Termination Date, and any such benefits actually received by the
               Executive shall be reported by the Executive to the Company.



          (6)  The Company will pay to the Executive the cost of employee
               outplacement services for the Executive in the amount of $30,000.

          (7)  The Company will pay the Executive a two-year automobile
               allowance in the amount provided to the Executive immediately
               prior to the Termination Date.

          (d) No Mitigation Obligation; Effect on Other Rights The payment of
the severance compensation by the Company to the Executive in accordance with
the terms of this Section 8 is hereby acknowledged by the Company to be
reasonable, and the Executive will not be required to mitigate the amount of any
payment provided for in this Section 8 by seeking other employment or otherwise,
except as expressly provided in the last sentence of Section 8(c)(5). This
Section 8 will not affect any rights (other than any rights to severance,
termination, retention or similar compensation or benefits) that the Executive
may have pursuant to any agreement, plan or policy of the Company or a
Subsidiary providing employee benefits, which rights shall be governed by the
terms thereof.

          (e) Certain Defined Terms. The following terms have the following
meanings when used in this Section 8:

          (i)  "Cause" means that, prior to any termination pursuant to Section
               8(b), the Executive shall have:

               (1)  been convicted of a criminal violation involving fraud,
                    embezzlement or theft;

               (2)  committed intentional wrongful damage to property of the
                    Company or any Affiliate; or

               (3)  committed intentional wrongful disclosure of confidential
                    information of the Company or any Affiliate.

               Nothing herein will limit the right of the Executive or his
               beneficiaries to contest the validity of any determination by the
               Company to terminate the Executive for Cause.

          (ii) "Change in Control" means (A) a stock sale, merger,
               consolidation, combination, reorganization or other transaction
               involving the Company resulting in less than fifty percent (50%)
               of the combined voting power of the surviving or resulting entity
               being owned by the shareholders of the Company immediately prior
               to such transaction; (B) a stock sale, merger, consolidation,
               combination, reorganization or other transaction involving AMH
               II, AMH or Parent resulting in less than fifty percent (50%) of
               the combined voting power of the surviving or resulting entity
               being owned by the shareholders of AMH II, AMH or Parent, as
               applicable, immediately prior to such transaction or (C) the
               liquidation or dissolution of the Company, AMH II, AMH or Parent
               or the sale or other disposition of all or substantially all of
               the assets or business of the Company, AMH



               II, AMH or Parent (other than, in the case of either clause (A),
               (B) or (C) above, in connection with any employee benefit plan of
               the Company or an Affiliate).

          (iii) "Incentive Pay" means an annual cash bonus or annual cash
               incentive compensation, in addition to base salary, made or to be
               made in regard to services rendered in any year or other period
               pursuant to any bonus, incentive, profit-sharing, performance,
               discretionary pay or similar agreement, policy, plan, program or
               arrangement (whether or not funded) of the Company or an
               Affiliate, or any successor thereto; provided that the Incentive
               Pay shall not include any stock options or other stock-based
               compensation or any special management bonuses paid in connection
               with any debt offering or recapitalization of AMH II and/or
               another Affiliate. For the avoidance of doubt, as of the date
               hereof, Incentive Pay shall mean the annual incentive bonus
               arrangement described in Section 4(b).

          (iv) "Post-Change Period" means the period of time commencing on the
               date of the first occurrence of a Change in Control and
               continuing until the second anniversary of the occurrence of such
               Change in Control.

          (v)  "Termination Date" means the date on which the Executive's
               employment with the Company or an Affiliate is terminated.

     9. Termination of Compensation and Benefits; Execution of Release;
Coordination of Provisions. If the Executive's employment terminates otherwise
than in a termination entitling him to severance pay and benefits pursuant to
Section 7 or Section 8, the Executive shall not be entitled to any severance,
termination pay or similar compensation or benefits, provided that the Executive
shall be entitled to any benefits then due or accrued in accordance with the
applicable employee benefit plans of the Company or applicable law, including
"continuation coverage" under the Company's group health plans for purposes of
Section 4980B of the Code. As a condition of receiving any severance
compensation for which the Executive otherwise qualifies under Section 7 or
Section 8, the Executive agrees to execute a general release of the Company and
the Affiliates and their respective officers, directors and employees from any
and all claims, obligations and liabilities of any kind whatsoever arising from
or in connection with the Executive's employment or termination of employment
with the Company or this Agreement (including, without limitation, civil rights
claims), in such form as is requested by the Company. Any severance compensation
and benefits to which the Executive may be entitled under Section 8 shall be in
lieu of any severance compensation or benefits to which the Executive may be
entitled under Section 7. The Executive acknowledges and agrees that, except as
specifically described in Section 7 and Section 8, all of the Executive's rights
to any compensation, benefits (other than base salary earned through the date of
termination of employment and any benefits due or accrued prior to termination
of employment in accordance with the applicable employee benefit plans of the
Company or applicable law), bonuses or severance from the Company or any
Affiliate after termination of the Employment Term shall cease upon such
termination.

     10. Limitation on Payments and Benefits. Notwithstanding any provision of
this Agreement to the contrary, no amount or benefit shall be paid or provided
under this Agreement



to an extent or in a manner that would result in payments or benefits (or other
compensation) not being fully deductible by the Company or an Affiliate for
federal income tax purposes because of Section 280G of the Code, or any
successor provision thereto (or that would result in the Executive being subject
to the excise tax imposed by Section 4999 of the Code, or any successor
provision thereto). The determination of whether any such payments or benefits
to be provided under this Agreement or otherwise would not be so deductible (or
whether the Executive would be subject to such excise tax) shall be made at the
expense of the Company, if requested by either the Executive or the Company, by
a firm of independent accountants or a law firm selected by the Company and
reasonably acceptable to the Executive. In the event that any payment or benefit
intended to be provided under this Agreement or otherwise would constitute a
"parachute payment," as defined in Section 280G of the Code, the Executive shall
be entitled to designate the payments and/or benefits to be reduced or modified
so that the Company or an Affiliate is not denied any federal income tax
deductions for any such parachute payment because of Section 280G of the Code
(or so that the Executive is not subject to the excise tax imposed by Section
4999 of the Code). The Company shall provide the Executive with all information
reasonably requested by the Executive to permit the Executive to make such
designation. In the event that the Executive fails to make such designation
within 10 business days of the Termination Date, the Company may effect such
reduction in any manner it deems appropriate.

     11. Notice. Any notices required or permitted hereunder shall be in writing
and shall be deemed to have been given when personally delivered or when mailed,
certified or registered mail, or sent by reputable overnight courier, postage
prepaid, to the addresses set forth as follows:

            If to the Company: Associated Materials Incorporated
                               3773 State Road
                               Cuyahoga Falls, Ohio 44223

               With copies to: Harvest Partners, Inc.
                               280 Park Avenue, 33rd Floor
                               New York, New York 10017
                               Attention: Ira D. Kleinman

                           and

                               White & Case LLP
                               1155 Avenue of the Americas
                               New York, New York 10036
                               Attention: Oliver C. Brahmst, Esq.

          If to the Executive: John F. Haumesser
                               340 Spyglass Drive
                               Fairlawn, OH 44333

or to such other address as shall be furnished in writing by either party to the
other party; provided that such notice or change in address shall be effective
only when actually received by the other party.



     12. General.

          (a) Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York applicable to contracts executed and to be performed entirely within said
State.

          (b) Construction and Severability. If any provision of this Agreement
shall be held invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired, and the parties undertake
to implement all efforts which are necessary, desirable and sufficient to amend,
supplement or substitute all and any such invalid, illegal or unenforceable
provisions with enforceable and valid provisions which would produce as nearly
as may be possible the result previously intended by the parties without
renegotiation of any material terms and conditions stipulated herein.

          (c) Assignability. The Executive may not assign his interest in or
delegate his duties under this Agreement. This Agreement is for the employment
of the Executive, personally, and the services to be rendered by him under this
Agreement must be rendered by him and no other person. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the Company and
its successors and assigns. Without limiting the foregoing and notwithstanding
anything else in this Agreement to the contrary, the Company may assign this
Agreement to, and all rights hereunder shall inure to the benefit of, any
subsidiary of the Company or any person, firm or corporation resulting from the
reorganization of the Company or succeeding to the business or assets of the
Company by purchase, merger, consolidation or otherwise.

          (d) Warranty by the Executive. The Executive represents and warrants
to the Company that the Executive is not subject to any contract, agreement,
judgment, order or decree of any kind, or any restrictive agreement of any
character, that restricts the Executive's ability to perform his obligations
under this Agreement or that would be breached by the Executive upon his
performance of his duties pursuant to this Agreement.

          (e) Compliance with Rules and Policies. The Executive shall perform
all services in accordance with the lawful policies, procedures and rules
established by the Company and the Board. In addition, the Executive shall
comply with all laws, rules and regulations that are generally applicable to the
Company or its subsidiaries and their respective employees, directors and
officers.

          (f) Withholding Taxes. All amounts payable hereunder shall be subject
to the withholding of all applicable taxes and deductions required by any
applicable law.

          (g) Entire Agreement; Modification. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter
hereof, supersedes all prior agreements and undertakings, both written and oral,
and may not be modified or amended in any way except in writing by the parties
hereto. As of the date hereof, the Amended and Restated Severance Agreement,
dated as of December 27, 2001, between the Company and the Executive shall be
cancelled and be of no further force or effect, without the payment of any
additional consideration by or to either of the parties thereto.



          (h) Duration. Notwithstanding the Employment Term hereunder, this
Agreement shall continue for so long as any obligations remain under this
Agreement.

          (i) Survival. The covenants set forth in Section 5 and the parties'
respective rights and obligations under Section 8 shall survive and shall
continue to be binding upon the Executive and the Company, as the case may be,
notwithstanding the termination or expiration of this Agreement or the
termination of the Executive's employment following a Change in Control for any
reason whatsoever.

          (j) Waiver. No waiver by either party hereto of any of the
requirements imposed by this Agreement on, or any breach of any condition or
provision of this Agreement to be performed by, the other party shall be deemed
a waiver of a similar or dissimilar requirement, provision or condition of this
Agreement at the same or any prior or subsequent time. Any such waiver shall be
express and in writing, and there shall be no waiver by conduct. Pursuit by
either party of any available remedy, either in law or equity, or any action of
any kind, does not constitute waiver of any other remedy or action. Such
remedies are cumulative and not exclusive.

          (k) Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

          (l) Section References. The words Section and paragraph herein shall
refer to provisions of this Agreement unless expressly indicated otherwise.

          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement as of the day and year first written
above.

                                        ASSOCIATED MATERIALS INCORPORATED


Date:      4/3/06                       By:     /s/ K. Lavanway
      -------------------------------       ------------------------------------
                                        Name:       D. K. Lavanway
                                              ----------------------------------
                                        Title:      CFO
                                               ---------------------------------


                                        JOHN F. HAUMESSER


Date:      4/3/06                            /s/ John Haumesser
      -------------------------------   ----------------------------------------



                                                                       Exhibit A

                             Annual Incentive Bonus

          The Executive's annual incentive bonus for each calendar year during
the Employment Term shall be a percentage of the Executive's base salary based
upon the achievement by AMH II of annual EBITDA Hurdles with respect to the
applicable calendar year, as follows:



Achievement of EBITDA Hurdles   Percentage of Base Salary
- -----------------------------   -------------------------
                             
     Less than threshold                  Zero
          Threshold                      20.00%
            Target                       60.00%
           Maximum                       80.00%


          If the actual EBITDA for a particular calendar year is between two
EBITDA Hurdles, the applicable percentage of base salary shall be determined by
linear interpolation based on the difference between such EBITDA Hurdles. For
the avoidance of doubt, in no event shall the annual incentive bonus exceed 80%
of base salary. For purposes of the Executive's annual incentive bonus and the
computation thereof:

1.   Base salary shall mean the annual rate of base salary in effect under this
     Agreement as of April 1 of the calendar year to which the bonus relates.

2.   "EBITDA Hurdle" means threshold, target and maximum amounts of EBITDA with
     respect to a calendar year, as determined in good faith by the Board.

3.   EBITDA shall mean the consolidated net income of AMH II, adjusted to
     exclude deduction of interest expense (net of interest income), income
     taxes, depreciation and amortization and the Harvest Fee pursuant to the
     Management Agreement, dated as of April 19, 2002, between Harvest Partners,
     Inc. and Associated Materials Incorporated, as amended from time to time,
     and to exclude gain or loss from sale of capital assets, and including
     deduction of all bonuses paid or accrued with respect to the Executive and
     all other officers and employees of AMH II and its subsidiaries (including,
     without limitation, the Executive's bonus hereunder), for the relevant
     calendar year, calculated otherwise in accordance with generally accepted
     accounting principles, subject to any adjustments made in good faith by the
     Board. EBITDA shall be determined by the Company's management, subject to
     audit or review by AMH II's external accountants and approval, in good
     faith, by the Board. EBITDA shall exclude, without duplication, any
     transaction- or merger-related costs which are expensed rather than
     capitalized; any revenue, expense, gain or loss from operations divested
     during the relevant calendar year; the effect of inventory write-ups made
     due to purchase accounting; and any other non-recurring, extraordinary
     items subject to approval, in good faith, by the Board.



4.   Any annual incentive bonus to which the Executive is entitled under this
     Agreement for any calendar year shall be paid in a cash lump-sum within
     thirty days following the close of AMH II's books and completion of AMH
     II's annual audit by its external accountants for such calendar year but in
     any event shall not be paid later than March 15 of the calendar year
     immediately following the calendar year to which the bonus relates.

The Executive's entitlement to an annual incentive bonus shall be determined by
the Board in good faith in accordance with this Exhibit A.

EX-10.5

                                                                    EXHIBIT 10.5

                             INSTRUMENT OF AMENDMENT

     INSTRUMENT OF AMENDMENT, dated as of March 31, 2006, by and between
ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (the "Company"), and a
wholly owned indirect subsidiary of AMH Holdings II, Inc., a Delaware
corporation ("AMH"), and TREVOR DEIGHTON (the "Executive"), to the Employment
Agreement, dated as of November 28, 2005, between the Company and the Executive
(the "Employment Agreement") (capitalized terms used but not defined herein
shall have the respective meanings given such terms in the Employment
Agreement).

                                   WITNESSETH:

     WHEREAS, the Company and the Executive have entered into the Employment
Agreement;

     WHEREAS, Section 12(g) of the Employment Agreement provides that the
Employment Agreement may not be amended except in writing by the Executive and
the Company; and

     WHEREAS, the Company and the Executive desire to amend the Employment
Agreement as provided herein.

     NOW, THEREFORE, the parties hereto agree as follows:

     1.   Exhibit A to the Employment Agreement is hereby deleted in its
          entirety and replaced with a new Exhibit A, as attached hereto.

     2.   (a)  In the event of any conflict between the terms of this Instrument
               of Amendment and the terms of the Employment Agreement, the terms
               of this Instrument of Amendment shall take precedence. Except as
               expressly modified herein, the Employment Agreement shall remain
               in full force and effect throughout the entire Employment Term.

          (b)  The validity, interpretation, construction and performance of
               this Instrument of Amendment shall be governed by the laws of the
               State of



               New York applicable to contracts executed and to be performed
               entirely within said State.

          (c)  This Instrument of Amendment may be executed in two or more
               counterparts, all of which taken together shall constitute one
               instrument.

          IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Instrument of Amendment, effective for all purposes
as of the January 1, 2006.

                                        ASSOCIATED MATERIALS INCORPORATED


Date:      4/3/06                       By:      /s/ K. Lavanway
      -------------------------------       ------------------------------------
                                        Name:        D. K. Lavanway
                                              ----------------------------------
                                        Title:       CFO
                                               ---------------------------------


                                        TREVOR DEIGHTON


Date:      4/3/06                       By:      /s/ Trevor Deighton
      -------------------------------       ------------------------------------



                                                                       Exhibit A

                             Annual Incentive Bonus

          The Executive's annual incentive bonus for each calendar year during
the Employment Term shall be a percentage of the Executive's base salary based
upon the achievement by AMH II of annual EBITDA Hurdles with respect to the
applicable calendar year, as follows:



Achievement of EBITDA Hurdles   Percentage of Base Salary
- -----------------------------   -------------------------
                             
     Less than threshold                   Zero
          Threshold                       20.00%
            Target                        60.00%
           Maximum                       100.00%


          If the actual EBITDA for a particular calendar year is between two
EBITDA Hurdles, the applicable percentage of base salary shall be determined by
linear interpolation based on the difference between such EBITDA Hurdles. For
the avoidance of doubt, in no event shall the annual incentive bonus exceed 100%
of base salary. For purposes of the Executive's annual incentive bonus and the
computation thereof:

1.   Base salary shall mean the annual rate of base salary in effect under this
     Agreement as of April 1 of the calendar year to which the bonus relates.

2.   "EBITDA Hurdle" means threshold, target and maximum amounts of EBITDA with
     respect to a calendar year, as determined in good faith by the Board.

3.   EBITDA shall mean the consolidated net income of AMH, adjusted to exclude
     deduction of interest expense (net of interest income), income taxes,
     depreciation and amortization and the Harvest Fee pursuant to the
     Management Agreement, dated as of April 19, 2002, between Harvest Partners,
     Inc. and Associated Materials Incorporated, as amended from time to time,
     and to exclude gain or loss from sale of capital assets, and including
     deduction of all bonuses paid or accrued with respect to the Executive and
     all other officers and employees of AMH and its subsidiaries (including,
     without limitation, the Executive's bonus hereunder), for the relevant
     calendar year, calculated otherwise in accordance with generally accepted
     accounting principles, subject to any adjustments made in good faith by the
     Board. EBITDA shall be determined by the Company's management, subject to
     audit or review by AMH's external accountants and approval, in good faith,
     by the Board. EBITDA shall exclude, without duplication, any transaction-
     or merger-related costs which are expensed rather than capitalized; any
     revenue, expense, gain or loss from operations divested during the relevant
     calendar year; the effect of inventory write-ups made due to purchase
     accounting; and any other non-recurring, extraordinary items subject to
     approval, in good faith, by the Board.

4.   Any annual incentive bonus to which the Executive is entitled under this
     Agreement for any calendar year shall be paid in a cash lump-sum within
     thirty days following the close of AMH's books and completion of AMH's
     annual audit by its external accountants for



     such calendar year but in any event shall not be paid later than March 15
     of the calendar year immediately following the calendar year to which the
     bonus relates.

The Executive's entitlement to an annual incentive bonus shall be determined by
the Board in good faith in accordance with this Exhibit A.

EX-31.1

Exhibit 31.1

Certification of the Principal Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael Caporale, Jr., Chairman, President and Chief Executive Officer, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Associated Materials Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2006	By:	/s/ Michael Caporale, Jr.
		Michael Caporale, Jr.
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

-24-

EX-31.2

Exhibit 31.2

Certification of the Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, D. Keith LaVanway, Vice President-Finance, Chief Financial Officer, Treasurer and Secretary certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Associated Materials Incorporated;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2006	By:	/s/ D. Keith LaVanway
		D. Keith LaVanway
		Vice President – Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

-25-

EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Associated Materials Incorporated (the “Company”) for the period ended April 1, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Caporale, Jr., Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

May 16, 2006	By:	Date:/s/ Michael Caporale, Jr.
		Michael Caporale, Jr.
		Chairman, President and Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

-26-

EX-32.2

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Associated Materials Incorporated (the “Company”) for the period ended April 1, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, D. Keith LaVanway, Vice President – Finance, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2006	By:	/s/ D. Keith LaVanway
		D. Keith LaVanway
		Vice President – Finance, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

-27-