CHANGE IN CONTROL AGREEMENT



CHANGE IN CONTROL AGREEMENT

             THIS CHANGE IN CONTROL AGREEMENT, dated as of April 7, 2005, is
entered into between Gibraltar Industries, Inc., a Delaware corporation (the
"Company") and Henning Kornbrekke (the "Executive").

             The Board of Directors of the Company (the
"Board") believes that it is in the best interests of the Company and its
shareholders to provide the Executive with an incentive to continue his
employment and to motivate the Executive to maximize the value of the Company.

             It is possible that from time to time the
Company will consider the possibility of a change in control.  The Board
recognizes that such consideration can be a distraction to the Executive and can
cause the Executive to consider alternative employment opportunities.  The Board
has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication and
objectivity of the Executive, notwithstanding the possibility, threat or
occurrence of a Change in Control (as defined below) of the Company.

             The Board believes that it is imperative to
provide the Executive with certain benefits upon termination of employment upon
a Change in Control, which benefits are intended to provide the Executive with
financial security and provide sufficient incentive and encouragement to the
Executive to remain with the Company notwithstanding the possibility of a Change
in Control.

             NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follow:


SECTION 1.    
DEFINITIONS.  When used in this Agreement, the
following terms shall have the following meanings:

 "Accounting Firm" has the meaning given such term in SECTION
4(b).

 "Act" means the Securities and Exchange Act of 1934, as
amended.

 "Affiliate" means, with respect to any person or entity, any
other person or entity controlling, controlled by or under common control with
such person or entity, where "control" means the possession, directly or
indirectly, of the power to direct the management and policies of a person or
entity, whether through the ownership of voting securities, contract or
otherwise.

 "Annual Compensation" means the sum of: (a) the amount of
the annual base salary of the Executive which is in effect during the calendar
year preceding the calendar year in which a Change in Control occurs; and (b)
the highest annual bonus paid to the Executive by the Company during the three
(3) calendar year period preceding the calendar year in which a Change in
Control occurs.  Annual Compensation shall include the amount of any of the
Executive's deferred compensation, including without limitation, compensation
deferred pursuant to any applicable 401(k) plan, Section 125 plan, cafeteria
plan or other deferred compensation plan maintained by the Company.  Annual
Compensation shall not include the grant of stock options, restricted stock,
restricted units, performance shares, performance units and rights or other
equity or equity based grants.

 "Board" means the Board of Directors of Gibraltar
Industries, Inc.

 "Cause" means that the Compensation Committee has determined
(and provided the Executive a written statement of its determination) that the
Executive has engaged in egregious acts or omissions which have resulted in
material injury to the Company and its business.

 "Code" means the Internal Revenue Code of 1986, as amended.

 "Competitive Business" means any business engaged in the
design, development, manufacture, merchandising, distribution or sale of any
products or services designed, developed, merchandised, distributed, sold or
provided by the Company or its Affiliates or its successor or its Affiliates
during the one year period preceding and the one year period following a Change
in Control.

 "Change in Control" shall be deemed to have occurred if:

        (a)               
During any consecutive twelve-month period, any "person" or group of
persons (within the meaning of Section 13(d) of the Act) other than the Company,
an Affiliate of the Company, an employee benefit plan sponsored by the Company
or any of its Affiliates, or any one or more members of the Lipke family becomes
the "beneficial owner" (as defined in section 13(d) of the Exchange Act) of
thirty five percent (35%) or more of the then outstanding Voting Stock through a
transaction or series of transactions which have not been arranged by or
consummated with the prior approval of the Board of Directors; 

        (b)              
a majority of the members of the Board of Directors is replaced during
any consecutive twelve-month period by Directors whose appointment or election
is not endorsed by a majority of the members of the Board of Directors prior to
the date of appointment or election;

        (c)               
the Company enters into a Merger Sale Agreement; provided however,
that the entry into a Merger Sale Agreement shall only be deemed a "Change in
Control" if the Executive's employment with the Company and all of its
Affiliates is terminated by the Company without Cause or he resigns for Good
Reason during the period beginning on the date the Merger Sale Agreement is
executed and ending on the date the Merger Sale is consummated or the Agreement
is terminated; or

        (d)              
the consummation of a Merger Sale.

 "Excise Tax" means the excise tax imposed by Section 4999 of
the Code, and any interest or penalties with respect to such excise tax.

 "Good Reason" the Executive will have Good Reason to
terminate his employment with the Company if:

               
(i)  
the Executive's annual base salary and/or annual bonus is reduced or any
other material compensation or benefits arrangement for the Executive is
materially reduced (and such reduction is unrelated to the Company's, a
Company's Affiliate's or the Executive's performance); 

               
(ii)  
the Executive's duties or responsibilities are negatively, and materially
changed in a manner inconsistent with the Executive's position (including
status, offices, titles, and reporting requirements) or authority;

               
(iii)  
the Company requires the Executive's work location or residence to be
relocated more than 50 miles from its location as of the date the Merger Sale
Agreement is executed;

               
(iv)   
the Company or its successor fails to offer the Executive a position
after the Change in Control comparable to that held by the Executive immediately
prior to the Change in Control.

 "Gross-Up Payment" has the meaning given such term in
SECTION 4.

 "Merger Sale" means the consolidation, merger, or other
reorganization of the Company, other than: (a) a consolidation, merger or
reorganization of the Company in which holders of Common Stock immediately prior
to the earlier of: (i) the Board of Director's approval of such consolidation,
merger or other reorganization; or (ii) the date of the stockholders meeting in
which such consolidation, merger or other reorganization is approved, continue
to hold more than eighty percent (80%) of the outstanding voting securities of
the surviving entity immediately after the consolidation, merger, or other
reorganization; and (b) a consolidation, merger or other reorganization which is
effected pursuant to the terms of a Merger Sale Agreement which provides that
the consolidation, merger or other reorganization contemplated by the Merger
Sale Agreement will not constitute a Change in Control for purposes of this
Agreement.

 "Merger Sale Agreement" means an agreement in which the
Company agrees to a Merger Sale.

 "Payment" has the meaning given such term in SECTION 4.

 "Underpayment" has the meaning given such term in SECTION
4(d).

 "Voting Stock" means securities of the Company entitled to
vote in the elections of directors.


SECTION 2.    
TERM OF AGREEMENT. This Agreement shall commence on the
date first set forth above and shall remain in effect until the termination of
the Executive's employment for any reason.


SECTION 3.    
OBLIGATIONS OF THE COMPANY UPON A CHANGE IN CONTROL. 
Upon the occurrence of a Change in Control during the term of this
Agreement, the Executive shall be entitled to receive the following payments and
benefits from the Company:

        (a)               
the restrictions imposed upon the sale, transfer or other conveyance of
any restricted stock held by the Executive pursuant to the terms of any
restricted stock agreement or any other plan or agreement shall terminate;  

        (b)              
any and all deferred compensation (except for compensation deferred by
the Executive pursuant to the terms of any 401(k) plan maintained by the
Company, which deferred compensation shall be paid in accordance with the terms
of such 401(k) plan) shall be paid to the Executive in one lump sum payment
within thirty (30) days following the occurrence of the Change in Control; 

        (c)               
any equity based incentive compensation award, including but not limited
to options and stock appreciation rights, shall vest and become fully
exercisable.

        (d)              
the Company shall pay the Executive an amount equal to three (3) times
the Executive's Annual Compensation.

        (e)               
any common stock of the Company which has not been issued to the
Executive under the terms of any long term equity based incentive compensation
plan which was adopted by the Board of Directors prior to the date the Change in
Control occurs, but which common stock would have been issued to the Executive
under the terms of such long term equity based incentive compensation plan if
the Change in Control had not occurred and the Executive had met all applicable
performance goals established by the Board of Directors in order to receive
awards of restricted stock or restricted stock units under such long term equity
based incentive compensation plan, shall, effective as of the date the Change in
Control occurs, be issued to the Executive, free and clear of all restrictions
on the sale, transfer or conveyance of such common stock.


SECTION 4.    
Gross-up payment

        (a)               
Notwithstanding anything in this Agreement to the contrary, in the event
it is determined that any payment or distribution by the Company to or for the
benefit of the Executive, under this Agreement or otherwise (a "Payment"), would
be subject to the Excise Tax, then the Company shall pay the Executive an
additional payment (a "Gross-Up Payment") in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes and including any Excise Tax, imposed upon the Gross-Up
Payment) the Executive retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.

       
(b)              
Subject to the provisions of SECTION 4(c) hereof, all determinations
required to be made under this SECTION 4, including whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment, shall be made by any
nationally recognized firm of certified public accountants (the "Accounting
Firm") which shall provide detailed supporting calculations to the Company and
the Executive within 60 business days following the occurrence of a Change in
Control.  If the Accounting Firm has performed services for the entity that
caused the Change of Control or any of its Affiliates, the Executive may select
an alternative accounting firm from any nationally recognized firm of certified
public accountants.  If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall furnish the Executive with an opinion that he
has substantial authority not to report any Excise Tax on his federal income tax
return.  Any determination by the Accounting Firm shall be binding upon the
Company and the Executive.  When calculating the amount of the Gross-Up Payment,
the Executive shall be deemed to pay:

               
(i)  
Federal income taxes at the highest applicable marginal rate of Federal
income taxation for the calendar year in which the Gross-Up Payment is to be
made; and

               
(ii)   any applicable state and local income taxes at the highest
applicable marginal rate of taxation for the calendar year in which the Gross-Up
Payment is to be made, net of the maximum reduction in Federal income taxes
which could be obtained from deduction of such state and local taxes if paid in
such year.

       
(c)               
The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment.  Such notification shall be given as soon as
practicable but no later than ten business days after the Executive knows of
such claim.  The notification shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid.  The Executive
shall not pay such claim for at least thirty days after the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due).  If the Company
notifies the Executive in writing prior to the expiration of such period that it
desires to contest such claim, the Executive shall:

               
(i)  
give the Company any information reasonably requested by the Company
relating to such claim;

               
(ii)  
take such action in connection with contesting such claim as the Company
reasonably requests in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company;

               
(iii)  
cooperate with the Company in good faith in order to effectively contest
such claim; and

               
(iv)  
permit the Company to participate in any proceedings relating to such
claim;

 provided, however, that the Company shall bear and
pay directly all costs and expenses (including additional interest and
penalties) incurred in connection with such contest.  The Company shall
indemnify and hold the Executive harmless, on an after-tax basis, for any Excise
Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of costs and expenses. 
Without limitation on the foregoing provisions of this SECTION 4(c), the Company
shall control all proceedings taken in connection with such contest.  The
Company, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim.  The Company may, at its sole option, either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive
to pay such claim and sue for a refund, the Company shall pay the amount of such
payment to the Executive and shall indemnify and hold the Executive harmless, on
an after-tax basis, from any Excise Tax or income tax, including interest or
penalties, imposed with respect to such payment and with respect to any imputed
income with respect to such payment; and provided, further that any
extension of the statue of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount.  The Company's
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable and the Executive shall be entitled to settle
or contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

       
(d)              
As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm, it is
possible that Gross-Up Payments which should have been made will not have been
made ("Underpayment").  In the event that the Company exhausts it remedies
pursuant to SECTION 4(c), and the Executive is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
and the Company shall promptly pay the Executive the amount of such
Underpayment.

        (e)               
If, after the Company has paid a claim pursuant to SECTION 4(c), the
Executive becomes entitled to a refund with respect to such claim, the Executive
shall (subject to the Company's complying with the requirements of SECTION 4(c))
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon by the taxing authority after deducting any
taxes applicable thereto). The amount of such payment shall be considered part
of the Gross-Up Payment and subject to gross-up for any taxes (including
interest or penalties) associated therewith.


SECTION 5.    
AT-WILL
EMPLOYMENT; WITHHOLDING.

        (a)               
The Company and the Executive acknowledge that the    
Executive's employment is and shall continue to be at-will, as defined under
applicable law.  If the Executive's employment terminates for any reason,
including without limitation any termination prior to a Change in Control, the
Executive shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's established employee plans and
policies at the time of such termination.

        (b)              
All payments made pursuant to this Agreement will be subject to
withholding of applicable income and employment taxes.


SECTION 6.    
NON-COMPETE PERIOD.

        (a)               
If the Executive's employment is terminated during the one year period
following a Change in Control, the Executive agrees that during the one-year
period following such termination, he will not, and will cause each of his
Affiliates not to, for any reason whatsoever, directly or indirectly, either
individually or as an owner, partner, officer, director, manager, employee,
lender, adviser or consultant or otherwise, engage in any Competitive Business
anywhere in the United States of America.  The ownership by the Executive of up
to 5% of any class of securities of any company which has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
shall not constitute a breach of this covenant.

        (b)              
The parties acknowledge and agree that damages in the event of a breach
of any of the provisions of this SECTION 6 would be difficult, if not
impossible, to ascertain and it is therefore agreed that the Company (or its
successor), in addition to and without limiting any other remedy or right it may
have, shall have the right to an injunction or other equitable relief in any
court of competent jurisdiction enjoining any such breach.  The Executive
further agrees that the Company (or its successor) shall not be required to post
a bond or other security in connection with the issuance of any such injunction.

        (c)               
Notwithstanding anything in this SECTION 6 to the contrary, if at any
time, in any judicial proceeding, any of the restrictions stated in this SECTION
6 are found by a final order of a court of competent jurisdiction to be
unreasonable or otherwise unenforceable under circumstances then existing, the
Executive and the Company agree that the period, scope or geographical area, as
the case may be, shall be reduced to the extent necessary to enable the court to
enforce the restrictions to the extent such provisions are allowable under law,
giving effect to the agreement and intent of the parties that the restrictions
contained herein shall be effective to the fullest extent permissible.  The
Executive agrees that the restrictions contained in this SECTION 6 are
reasonable in all respects.  The provisions of this SECTION 6 shall survive the
term of this Agreement.


SECTION 7.    
NONDISCLOSURE.  The Executive shall not (other
than in the good faith performance of his or her services to the Company or its
Affiliates before termination of employment) disclose or make known to anyone
other than employees of the Company or its Affiliates, or use for the benefit of
himself or herself or any other person, firm, operation, or entity unrelated to
the Company, any knowledge, information, or materials, whether tangible or
intangible, belonging to the Company, about the products, services, know-how,
customers, business plans, or financial, marketing, pricing, compensation, and
other proprietary matter relating to the Company. Promptly upon the termination
of the Executive's employment with the Company, the Executive shall deliver to
the Company any and all confidential information in his or her possession.  The
provisions of this SECTION 7shall survive the term of this Agreement.


SECTION 8.    
SUCCESSORS.  The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business or assets of the Company,
by agreement in form and substance reasonably satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such
succession had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession will be a breach of
this Agreement and entitle the Executive to compensation from the Company in the
same amount and on the same terms as the Executive would be entitled to had this
Agreement been so assumed.


SECTION 9.    
NON-ASSIGNABILITY. This Agreement is personal in nature and
neither of the parties shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations under it, except as
provided in SECTION 8. Without limiting the foregoing, the Executive's right to
receive payments under this Agreement shall not be assignable or transferable,
whether by pledge, creation of a security interest, or otherwise, other than a
transfer by his or her will or by the laws of descent or distribution, and, in
the event of any attempted assignment or transfer by the Executive contrary to
this Section, the Company shall have no liability to pay any amount so attempted
to be assigned or transferred.


SECTION 10.   
NOTICES.  For the purpose of this Agreement,
notices and all other communications provided for shall be in writing and shall
be deemed to have been given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage prepaid, or by
nationally recognized overnight courier addressed as follows:

	
    If to the Executive:
	
                3556 Lakeshore Road
	
                P.O. Box 2028
	
                Buffalo, NY 14219


 

	
    If to the Company:
	
                Gibraltar Industries, Inc.
	
                3556 Lakeshore Road 
	
                P.O. Box 2028 
	
                Buffalo, NY 14219


or to such other address as either party may have furnished
to the other in writing. Notices of change of address shall be effective only
upon receipt.


SECTION 11.
GOVERNING LAW. The validity, interpretation, construction,
and performance of this Agreement shall be governed by the laws of the State of
New York without reference to principles of conflict of laws. 


SECTION 12.
SETTLEMENT OF DISPUTES; ARBITRATION. If there has been
a Change in Control and any dispute arises between the Executive and the Company
as to the validity, enforceability, and/or interpretation of any right or
benefit afforded by this Agreement such dispute shall be resolved by binding
arbitration proceedings in accordance with the rules of the American Arbitration
Association.  The arbitrators shall presume that the rights and/or benefits
afforded by this Agreement that are in dispute are valid and enforceable and
that the Executive is entitled to such rights and/or benefits. The Company shall
be precluded from asserting that such rights and/or benefits are not valid,
binding, and enforceable and shall stipulate before such arbitrators that the
Company is bound by all the provisions of this Agreement.  The burden of
overcoming by clear and convincing evidence the presumption that the Executive
is entitled to such rights and/or benefits shall be on the Company.  Punitive
damages shall not be awarded.  The results of any arbitration shall be
conclusive on both parties and shall not be subject to judicial interference or
review on any ground whatsoever, including without limitation any claim that the
Company was wrongfully induced to enter into this Agreement to arbitrate such a
dispute. The Company shall pay or reimburse the Executive for legal fees and
expenses incurred as a result of any dispute resolution process entered into by
the Executive to enforce this Agreement.


SECTION 13.   
SURVIVAL.  The obligations of the parties under SECTION 4,
SECTION 6, SECTION 7, and SECTION 12 shall survive the termination of the
Executive's employment following a Change in Control.


SECTION 14.
MISCELLANEOUS.

        (a)               
This Agreement contains the entire understanding with the Executive with
respect to its subject manner and supersedes any and all prior agreements or
understandings, written or oral, relating to the subject matter. No provisions
of this Agreement may be amended unless such amendment is agreed to in writing
signed by the Executive and the Company.

        (b)              
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.

        (c)               
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same Agreement.

        (d)              
The captions of this Agreement are not part of its provisions and shall
have no force or effect.

             IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered as of the day and year first above set
forth.

 

	
    GIBRALTAR INDUSTRIES, INC.	
     
	
     	
     
	
    By:       _____________________________	
    /s/ Henning Kornbrekke                                 
    
	
                Name: 	
        Name:   Henning Kornbrekke
	
                Title