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 David W. Kay (the "Executive").

             A. The Company 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.

             B. It is possible that from time to
time the Company will consider the possibility of a change in control.  The
Company recognizes that such consideration can be a distraction to the Executive
and can cause the Executive to consider alternative employment opportunities. 
The Company 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.

             C. The Company 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:

 "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: (i) 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 (ii) 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 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 Merger Sale Agreement is
terminated; or

(d)              
the consummation of a Merger Sale.

"Good Reason" the Executive will have Good Reason
to terminate his employment with the Company or its successor following a Change
in Control if:

(1)              
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); 

(2)              
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;

(3)              
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;

(4)              
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.

"Incapacity" means (i) any physical or mental
illness or disability of the Executive that prevents him from performing his
essential job functions in substantially the manner and to the extent required
prior to the commencement of such Incapacity for a period of six consecutive
months or an aggregate of six months in any consecutive twelve-month period or
(ii) the death of the Executive.

"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.

"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 earlier of (i) the
first anniversary of a Change in Control; or (ii) the termination of the
Executive's employment by reason of the Executive's Incapacity, or (iii) the
termination of the Executive's employment for any reason prior to a Change in
Control.


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; and

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


SECTION 4.    
OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT
FOLLOWING A CHANGE IN CONTROL.  

(a)               
If the Executive's employment is terminated either during the period
following the Company's execution of a Merger Sale Agreement and prior to the
consummation of the Merger Sale Agreement or the termination of the Merger Sale
Agreement, or during the one year period immediately following a Change in
Control and in each case the termination is effected by the Company or its
successor without Cause, or by the Executive with Good Reason, the Executive
shall be entitled to receive, in addition to the payments and benefits provided
in SECTION 3 above, payments and benefits from the Company as follows:

        (i)   
the sum of the Executive's currently effective annual base salary through
the termination date and any accrued vacation pay; and

        (ii)  
an amount equal to the sum of the Executive's Annual Compensation.

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, consultant or adviser or otherwise, engage in any Competitive Business
anywhere in the United States of America.  The ownership by the Executive of up
to 2% 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 and 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 7 shall 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 the
Company terminated the Executive for any reason other than Cause or Incapacity
on the succession date (and assuming a Change in Control had occurred prior to
such succession date).


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.    
NOTICE OF TERMINATION.  In the event that, following a Change
in Control, the Company terminates the Executive's employment for Cause or the
Executive terminates his employment with the Company for Good reason, the party
terminating such employment shall send notice to the other party given in
accordance with SECTION 11 below, within thirty (30) days of the date of such
termination of Employment.  The notice shall be in writing and shall (i) state
the specific termination provision in the Agreement relied upon and (ii) to the
extent applicable, set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination under such provision. 


SECTION 11.    
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 

	
               
    Buffalo, NY 14219



                                 
If to the Company:

	
               
    Gibraltar Industries, Inc.

	
               
    3556 Lakeshore Road 

	
               
    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 12.    
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 13.     
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 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	
    /s/ David W. Kay
	
    Name:  Henning Kornbrekke	
    Name:  David W. Kay
	
    Title:     President