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  GIBRALTAR 401(k) PLAN

   

   

  
                                                          Amendment And
  Restatement

  
                                                            Effective October 1,
  2004





 


  
                                                            TABLE OF CONTENTS

  SECTION                                                                                                                  
  PAGE

  1                     
  DEFINITIONS                                                                                    
    1

  2                     
  ELIGIBILITY                                                                                      
    8

  3                     
  CONTRIBUTIONS                                                                             
  11

  4                     
  ACCOUNTS AND VALUATION                                                      26

  5                     
  INVESTMENTS                                                                                  
  29

  6                     
  DISTRIBUTIONS                                                                                
  35

  7                     
  ADMINISTRATION                                                                           
  51

  8                     
  AMENDMENT, TERMINATION AND MERGER                          54

  9                     
  MISCELLANEOUS                                                                              
  56

  10                    TOP
  HEAVY PROVISIONS                                                               
   59

                         
  APPENDIX A

   

  


                                                      
GIBRALTAR 401(k) PLAN

                                   Amendment And Restatement Effective October
1, 2004


WHEREAS, Gibraltar Steel Corporation of New York, a New York corporation having
its principal place of business at Buffalo, New York, (the "Employer") and
certain of its affiliated companies maintain a 401(k) plan, known as the
Gibraltar 401(k) Plan, (the "Plan");

                               
WHEREAS, pursuant to the terms of Plan, the Employer on its own behalf and on
behalf of the affiliated companies participating in the Plan now desires to
amend and restate said Plan effective October 1, 2004;

                               
NOW, THEREFORE, the Employer hereby amends and restates said Plan effective
October 1, 2004 as follows:


                                                                    SECTION
1

                                                                     
Definitions


1.01                 Employer means Gibraltar Steel Corporation of New
York and any Affiliate participating in the Plan with the approval of the
Employer.  Any participating Affiliate will be listed in Appendix A to this
Plan.


1.02                 Plan means this 401(k) plan, known as the Gibraltar
401(k) Plan.


1.03                 Trust Fund means one or more trust funds established
by the Employer pursuant to this Plan, and all the assets at any time held by
the Trustee.


1.04                 Trustee means the person or persons designated by
the Board of Directors of the Employer to serve as Trustee and who, by joining
in the execution of the Trust Agreement created pursuant hereto or any
amendments thereunder, signifies his acceptance of the Trust Agreement, or any
person or persons duly appointed as successor Trustee.


1.05                 Employee means any person who is employed by the
Employer as an employee.

Employee shall
include any leased employee deemed to be an Employee of the Employer as provided
in IRC Sections 414(n) or 414(o).

The term
"leased employee" means any person (other than an Employee of the recipient) who
pursuant to an agreement between the recipient and any other person ("leasing
organization") has performed services for the recipient (or for the recipient
and related persons determined in accordance with IRC Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction and control by the recipient. 
Contributions or benefits provided a leased employee by the leasing organization
which are attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.

A leased
employee shall not be considered an Employee of the recipient if:  (i) such
employee is covered by a money purchase pension plan providing:  (1) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined in IRC Section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement which are excludable from the employee's gross
income under IRC Sections 125, 402(a)(8), 402(h) or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased employees do
not constitute more than 20 percent of the recipient's non-highly compensated
workforce.

Employees who
are leased employees within the meaning of IRC Section 414(n)(2) and Section
414(o)(2) and considered  Employees shall not be eligible to participate in this
Plan.


1.06                 Board of Directors means the Board of Directors of
the Employer.


1.07                 Participant means any Employee of the Employer who
is eligible to and becomes a participant in the Plan.


1.08                 Beneficiary means any person or persons designated
by the Participant to share in the benefits of the Plan after his death, or if
none, his estate.


1.09                 Committee means the administrative committee,
referred to in Section 7, designated by the Board of Directors to administer the
Plan.  If the Board of Directors fails to designate a Committee, the Employer
shall be deemed the Committee.


1.10                 Effective Date means January 1, 1987.


1.11                 Anniversary Date means January 1 of each year.


1.12                 Valuation Date December 31 of each year.


1.13                 Plan Year means the calendar year.


1.14                 Compensation means compensation (as that term is
defined in IRC Section415(c)(3) and in Section 3.07 hereof) actually paid to the
Participant by the Employer during that portion of the Plan Year while a
Participant in the Plan. 

Compensation
shall include any amount which is contributed by the Employer pursuant to a
salary reduction agreement and which is not includable in the gross income of
the Participant under IRC Section 125, Section 402(e)(3), Section 402(h)(1)(B),
Section 402(K), Section 457, Section 403(b) and any elective amounts that are
not includable in the gross income of the Employee by reason of IRC Section
132(f)(4).  In addition, amounts under IRC Section 125 include any amounts not
available to a Participant in cash in lieu of group health coverage because the
Participant in unable to certify that he or she has other health coverage.  An
amount will be treated as an amount under IRC Section 125 only if the Employer
does not request or collect information regarding the Participant's other health
coverage as part of the enrollment process for the health plan.

Compensation
shall exclude severance pay and reimbursements and other expense allowances,
fringe benefits (cash and non-cash), moving expenses, deferred compensation and
welfare benefits.

The annual
Compensation of each Participant taken into account for any Plan Year shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with IRC
Section 401(a)(17)(B).  Annual Compensation means Compensation during the Plan
Year or such other consecutive 12-month period over which Compensation is
otherwise determined under the Plan (the determination period).  The
cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year. If a determination period consists of fewer than 12 months, the
annual Compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.


1.15                 Authorized Absence means a leave of absence from the
Employer or any Affiliate for a period not exceeding twenty-four (24) months or
absence to enter the Armed Services of the United States during a period of
national emergency or at any time through the operation of a compulsory military
service law of the United States.  Leaves of absence may be granted in the event
of illness or accident of an employee or a member of his family or for the
continuation of the training or education of the employee.  For purposes of this
Plan, an employee who leaves on an Authorized Absence shall not be deemed to
have incurred a termination of employment with the Employer or any Affiliate
solely by reason of his leaving on such Authorized Absence.  However, the
failure of an employee to return to active employment with the Employer or any
Affiliate after a leave of absence or authorized extension thereof or during the
period after his separation from military service in which his reemployment
rights are guaranteed by law shall be deemed a termination of employment at the
later of the date of the commencement of such leave of absence or such military
leave or the date for which he was last credited with an Hour of Service. 
Leaves of absence shall be granted in accordance with the Employer's normal
policies and practices in a uniform and non-discriminatory manner.


Notwithstanding any provision of this Plan to the contrary, effective December
12, 1994 contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with IRC Section 414(u).


1.16                 Year Of Service means each Plan Year during which
the Employee has not less than 1,000 Hours Of Service.  Employment at the start
or end of the Plan Year shall not determine whether an Employee has a Year Of
Service during such computation period and such determination shall be made only
on the basis of the number of Hours Of Service credited to the Employee during
such Plan Year.  Notwithstanding the above, the determination of whether an
Employee has completed the required number of Hours of Service shall be made on
the last day of the applicable computation period.


1.17                 Hour Of Service means each hour for which an
employee is paid, or entitled to payment, by the Employer or any Affiliate for
the performance of duties.  In addition, an Hour Of Service means each hour for
which an employee is paid, or entitled to payment, directly or indirectly by the
Employer or any Affiliate on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, an Employer or Affiliate approved
sick or disability leave, layoff, leave of absence, military leave or jury
duty.  Notwithstanding the above, the hours required to be credited to an
employee pursuant to the provisions of the preceding sentence shall not include
hours for which payment is made or due under a plan maintained solely for the
purpose of complying with applicable workmen's compensation laws, or
unemployment compensation or disability insurance laws, and no more than 501
hours shall be credited to an employee on account of any single continuous
period during which the employee performs no duties.  In addition, no hours
shall be credited for a payment which solely reimburses an employee for medical
or medically related expenses incurred by the employee.

An Hour Of
Service also means each hour for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by the Employer or any Affiliate;
provided, however, that in no event shall the same hours be credited under both
this paragraph and the other paragraphs of this Section 1.17.

The
computation period to which Hours Of Service shall be credited and the number of
Hours Of Service to be credited for reasons other than the performance of duties
shall be determined under Title 29, Subchapter C, Section 2530.200b-2(b) and (c)
of Code of Federal Regulations, which is hereby incorporated by reference. 
Hours Of Service shall be determined from records maintained by the Employer or
Affiliate.

Hours Of
Service shall be determined from records maintained by the Employer or
Affiliate.

If the
Employee is not compensated on an hourly basis, he shall be credited with
forty-five (45) Hours Of Service for each week during which he performs at least
one Hour Of Service.


1.18                 Vesting Computation Period does not apply to this
Plan since all contributions are fully vested.


1.19                 Eligibility Computation Period does not apply to
this Plan since the Plan does not contain a service requirement based on Hours
Of Service for eligibility purposes.


1.20                 Break In Service means each Plan Year during which
the Employee has completed no more than 500 Hours Of Service due to a
termination of employment with the Employer and any Affiliate.  A termination of
employment shall not occur upon an Employee's transfer between the employment of
the Employer and any Affiliate.

In the case of
an Employee who is absent from work for any period by reason of:


(a)        the pregnancy of the Employee;


(b)        the birth of a child of the Employee;


(c)        the placement of a child with the Employee in connection with the
adoption of such child by such Employee; or


(d)        the need to care for such child for a period beginning immediately
following the birth or placement of such child by such Employee;

such Employee
shall receive an Hour Of Service for each Hour Of Service which the Employee
would have been credited with during the period of such absence had the Employee
not been absent.  If the Committee is unable to determine the number of Hours Of
Service which the Employee would have been credited with had such Employee not
been absent, such Employee shall be credited with 8 Hours Of Service per work
day of such absence.  Notwithstanding the foregoing, an Employee shall not be
credited with more than the number of Hours Of Service required to prevent such
Employee from incurring a Break In Service nor be credited with more than 501
Hours Of Service by reason of any absence described in this paragraph.  The
Hours Of Service credited under this paragraph shall be credited in the
computation period in which the absence begins if the crediting is necessary to
prevent the Employee from incurring a Break In Service in that computation
period or, in all other cases, in the following computation period.  The
provisions of this paragraph shall be used solely for purposes of determining
whether an Employee has incurred a Break In Service for participation purposes.


1.21                 Account means the account or accounts established
and maintained by the Committee for each Participant with respect to any
interest in the Trust Fund.


1.22                 Accrued Benefit means the value of a Participant's
Account determined as of the date of determination plus any contributions made
on his behalf subsequent to such date of determination.


1.23                 Fiduciary means any person with respect to the Plan
to the extent:


(a)        He exercises any discretionary authority or discretionary control
respecting management of the Plan or exercises any authority or control
respecting management or disposition of its assets;


(b)        He renders investment advice for a fee or other compensation, direct
or indirect, with respect to any moneys or other property of the Plan or has any
authority or responsibility to do so; or


(c)        He has any discretionary authority or discretionary responsibility in
the administration of the Plan.

This term also
includes persons designated by the Committee to carry out fiduciary
responsibilities under the Plan.  A Fiduciary may serve in more than one
fiduciary capacity (including service as both Trustee and Committee) with
respect to this Plan.


1.24                 Investment Manager means that person so designated
by the Committee to manage and invest designated Plan assets, who acknowledges
his acceptance in writing and who is either (a) registered in good standing as
an Investment Adviser under the Investment Advisers Act of 1940, (b) a bank, a
defined in that Act, or (c) an insurance company qualified to perform investment
management services under the laws of more than one state.


1.25                 ERISA means the Employee Retirement Income Security
Act of 1974, as amended, and corresponding provisions of future laws, as
amended.


                                                                    SECTION
2

                                                                       
Eligibility


2.01                 Employees Eligible - Except as provided below, each
Employee who is employed by the Employer or by any Affiliate that adopts this
Plan as an employee shall be eligible to participate in the Plan.  The following
Employees shall not be eligible to participate in this Plan:


(a)        Employees whose wages, hours and/or conditions of employment are
determined by or subject to a collective bargaining agreement, unless such
collective bargaining agreement provides for coverage under the Plan;


(b)        Employees who are leased employees within the meaning of IRC Section
414(n)(2) and Section 414(o)(2);


(c)        Employees who are nonresident aliens and who receive no earned income
as defined in IRC Section 911(d) from the Employer which constitutes income from
sources within the United States as defined in IRC Section 861(a)(3); and


(d)        Any nondiscriminatory classification of Employees determined as
follows:


(i)         Employees of an Affiliate that does not participate in this Plan;
and 


(ii)        Employees of Construction Metals, Inc. except to the extent that
coverage under the Plan is required by a written agreement between an Employee
and Construction Metals, Inc.


Notwithstanding the above, Highly Compensated Employees shall not be eligible to
share in any Discretionary Profit Sharing Contribution and only the following
nondiscriminatory classifications of Employees shall be eligible to share in
Discretionary Profit Sharing Contributions:


(a)        Air-Vent, Inc. Employees at its Lincolnton, North Carolina, Clinton,
Iowa and Peoria, Illinois locations;


(b)        All non-hourly Employees of Air Vent, Inc. Enterprise, MS (formerly
known as Solar Group Inc.);


(c)        All non-hourly Employees of Air Vent, Inc. Dallas, TX (formerly known
as Clark United); and

(d)       
All employees of SCM Metal Products, Inc.

An
individual shall only be treated as an Employee if he or she is reported on the
payroll records of the Employer or an Affiliate as a common law employee.  The
term does not include any other common law employee or any leased employee.  It
is expressly intended that individuals not treated as common law employees by
the Employer or an Affiliate on their payroll records, as identified by a
specific job code or work status code, are to be excluded from Plan
participation even if a court or administrative agency subsequently determines
that such individuals are common law employees and not independent contractors.

Each
Employee who is eligible as set forth above (hereinafter referred to as an
"Eligible Employee") shall become a Participant in the Plan as set forth below:


(a)        Any Eligible Employee in the employ of the Employer on October 1,
2004 who is a Participant in the Plan shall continue to participate in
accordance with the terms of this amended and restated Plan.


(b)        Any Eligible Employee who is not eligible on October 1, 2004, whether
then in the employ of the Employer or employed thereafter, shall become a
Participant in the Plan on the Entry Date coincident with or next following the
date on which he has completed six (6) months of service.

For
purposes of the above eligibility requirements, an Employee shall complete six
(6) months of service on the date that is six (6) months from the date on which
the Employee first performs one Hour Of Service for the Employer regardless of
the number of Hours Of Service he has completed. 

Any prior
service with a participating Affiliate that is to be counted for purposes of
this Plan shall be set forth in Appendix A to this Plan.


2.02                 Determination Of Eligibility - The Committee shall
determine the eligibility of each Employee for participation in the Plan and
such determination shall be conclusive and binding upon all persons.


2.03                 Participation Form - The Committee shall furnish
each Employee who joins the Plan with a form, in such form and subject to such
rules as prescribed by the Committee, containing such information as the
Committee may desire, including, but not limited to, date of birth of the
Employee, and the Beneficiary designation of such Employee.


2.04                 Effect Of Change In Status - If an employee does not
qualify as an Eligible Employee as defined in Section 2.01 hereof and he
subsequently becomes such an Eligible Employee, he shall commence or resume
participation in the Plan as of the day on which he first or again completes an
Hour Of Service with the Employer as an Eligible Employee; provided, however, in
no event shall he become a Participant in the Plan on any date earlier than the
Entry Date on which he would otherwise become a Participant in the Plan pursuant
to Section 2.01 hereof.  Any Participant who ceases to qualify as an Eligible
Employee as defined in Section 2.01 hereof and who remains in the employ of the
Employer shall not share in contributions and shall not be eligible to make
Elective Deferrals until he again qualifies as such an Eligible Employee. He
shall continue to be considered a Participant until he retires, dies, becomes
disabled or incurs a termination of employment and the Participant shall be
responsible to continue to direct the investment of his Accounts pursuant to
Section 5.01 hereof.


                                                                    SECTION 3

                                                                   
Contributions


3.01(a)             Participant Elective Contributions - Effective on his
entry into the Plan, a Participant may elect to defer up to 100% of his
Compensation each Plan Year to the Plan (hereinafter referred to as an "Elective
Deferral"); provided, however, a Participant who is a Highly Compensated
Employee may only elect to defer up to 5% of his Compensation.  Cash bonuses
will be subject to whatever deferral election is in effect at the time such cash
bonuses are paid.

The
Participant chooses an Elective Deferral by delivering to the Employer his
election which states the amount of such Participant's Elective Deferral.  The
election shall be in such form and subject to such rules as the Committee may
prescribe.  Under the election, the Participant agrees to reduce his
Compensation and the Employer shall withhold from the Compensation payable to
such Participant an amount or percentage equal to the amount or percentage
stated in such election.

No
Participant shall be permitted to have Elective Deferrals made under this Plan,
or any other qualified plan maintained by the Employer during any taxable year,
in excess of the dollar limitation contained in IRC Section 402(g) in effect for
such taxable year, except to the extent permitted under IRC Section 414(v)
relating to Catch-up Contributions. In the event that this dollar limitation is
exceeded, a Participant will be deemed to have notified the Committee of such
excess amount and the Committee shall direct the Trustee to distribute such
excess amount, and any income allocable to such amount, to the Participant to
whose Account excess Elective Deferrals were allocated not later than the April
15 following the close of the Participant's taxable year.  If there is a loss
allocable to such excess amount, the distribution shall in no event be less than
the lesser of the Participant's Account attributable to Elective Deferrals or
the Participant's Elective Deferrals for the taxable year.

If a
Participant's Elective Deferrals under this Plan together with any elective
deferrals under another qualified cash or deferred arrangement, a simplified
employee pension, or a trust described in IRC Section 501(c)(18) cumulatively
exceed the above limitation for such Participant's taxable year, the Participant
may, not later than the March 1 following the taxable year of the Participant in
which the excess Elective Deferral was made, notify the Committee in writing of
such excess and request that his Elective Deferrals under this Plan be reduced
by an amount specified by the Participant.  In such event, the Committee may
direct the Trustee to distribute such excess amount and any income allocable to
such excess amount to the Participant not later than the first April 15
following the close of the Participant's taxable year.  The written notice shall
specify the amount of the Participant's excess Elective Deferral for the
preceding taxable year and shall be accompanied by the Participant's written
statement that if such amounts are not distributed, such excess Elective
Deferrals, when added to amounts deferred under other plans or arrangements
described in IRC Sections 401(k), 408(k), or 403(b) will exceed the limit
imposed on the Participant by IRC Section 402(g) for the year in which the
deferral occurred.

For
purposes of the above, the income or loss allocable to excess Elective Deferrals
is the income or loss allocable to the Participant's excess Elective Deferral
Account for the taxable year multiplied by a fraction, the numerator of which is
such Participant's excess Elective Deferrals for the year and the denominator is
the Participant's Account attributable to Elective Deferrals without regard to
any income or loss occurring during such taxable year.  The Plan shall not take
into account any gain or loss for the period between the end of the Plan Year
and the date of distribution (the "gap period").

All
Participants who are eligible to make Elective Deferrals under this Plan and who
have attained age 50 before the close of the Plan Year shall be eligible to make
Catch-up Contributions in accordance with, and subject to the limitations of,
IRC Section 414(v).  Such Catch-up Contributions shall not be taken into account
for purposes of the provisions of the Plan implementing the required limitations
of IRC Sections 402(g) and 415.  The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of IRC Sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
the making of such Catch-up Contributions.


3.01(b)             Effect Of Election - The Employer shall continue to
withhold a portion of a Participant's Compensation in accordance with the
election described in Section 3.01(a) hereof until such election is changed or
revoked in accordance with Section 3.01(c) hereof.


3.01(c)             Changes In Elective Deferrals - A Participant may
increase or decrease the amount of his Elective Deferral by delivering to the
Employer an election in such form and subject to such rules as prescribed by the
Committee containing the information described in Section 3.01(a) which states
the changed amount of such Participant's Elective Deferral.  In addition, a
Participant may direct the Employer to cease withholding portions of his
Compensation and may later direct the Employer to begin withholding a portion of
his Compensation, by delivering to the Employer an election as described in
Section 3.01(a) hereof.


3.01(d)             Timing Of Elective Deferrals And Changes - Elections
to make, change or terminate an Elective Deferral shall be made according to
procedures and limitations set up by the Committee.  An election must be
completed, changed or terminated before the beginning of the pay period for
which the Elective Deferral is to begin, be changed or terminated.


3.01(e)             Employer Matching Contribution - For each Plan Year
and no later than the time prescribed by law for filing its Federal Income Tax
Return for its Fiscal Year in which such Plan Year ends (including extensions
thereof), the Employer may, with respect to such Plan Year, make a matching
contribution to the Trust Fund on behalf of each Participant who is making
Elective Deferrals to the Plan.  The amount of such matching contribution for
any Plan Year shall be determined by the Employer and the amount of such
matching contribution shall be announced to the Participants.  The Employer may
make such matching contribution in the form of common stock of Gibraltar Steel
Corporation.  Matching Contributions shall not be made with respect to Catch-up
Contributions.


3.01(f)              Limitations On Elective Deferrals (ADP Test) - In
addition to other limitations set forth in the Plan, Elective Deferrals
hereunder shall satisfy one of the following tests:


(1)        The Actual Deferral Percentage for Participants who are Highly
Compensated Employees shall not be more than the Actual Deferral Percentage for
Participants who are Non-highly Compensated Employees multiplied by 1.25, or


(2)        The excess of the Actual Deferral Percentage for Participants who are
Highly Compensated Employees over the Actual Deferral Percentage for
Participants who are Non-highly Compensated Employees shall not be more than two
percentage points, and the Actual Deferral Percentage for Participants who are
Highly Compensated Employees shall not be more than the Actual Deferral
Percentage for Participants who are Nonhighly Compensated Employees multiplied
by 2.

For
purposes of the above tests, Actual Deferral Percentage means, with respect to
Highly Compensated Employee Participants and all other Participants for a Plan
Year, the average of the ratios, calculated separately for each Participant in
each group, of the amount of Elective Deferrals made pursuant to Section 3.01(a)
for each Participant to such Participant's Compensation for such Plan Year.  For
purposes of determining a Participant's Actual Deferral Percentage, only that
Participant's Compensation for the portion of the Plan Year during which he is
eligible to make Elective Deferrals shall be taken into account.

In
addition, the Actual Deferral Percentage for Participants who are Highly
Compensated Employees shall be determined for the current Plan Year and the
Actual Deferral Percentage for Participants who are Non-highly Compensated
Employees shall be determined with respect to the Plan Year preceding the
current Plan Year; provided, however, the Employer may elect to use the Actual
Deferral Percentage for the Participants who are Non-highly Compensated
Employees for the current Plan Year rather than the preceding Plan Year provided
that if such an election is made, it may be revoked only as provided by the
Secretary of the Treasury.

The
Committee has the right to treat Employer Matching Contributions as Elective
Deferrals for purposes of the above Actual Deferral Percentage tests.  To the
extent Employer Matching Contributions are treated as Elective Deferrals,
Participants may not elect to receive such Matching Contributions in cash until
distributed from the Plan, such Matching Contributions will be nonforfeitable
when made and such Matching Contributions will be distributable only in
accordance with the distribution provisions that are applicable to Elective
Deferrals.


3.01(g)             Adjustment For Violating Actual Deferral Percentage Test
- In the event that the Elective Deferrals made pursuant to Section 3.01(a)
hereof do not satisfy one of the tests set forth in Section 3.01(f) hereof, the
Committee shall reduce Participant Elective Deferrals for Highly Compensated
Employees to the extent necessary to satisfy one of the tests set forth in
Section 3.01(f).  The amount of the excess of Highly Compensated Employees'
Elective Deferrals plus any income or minus any loss thereon shall be returned
to the affected Participants.  To determine the amount of excess Elective
Deferrals for a Participant who is a Highly Compensated Employee a leveling
method shall be used.  Under this method the Elective Deferrals of the Highly
Compensated Employee with the highest dollar amount of Elective Deferrals shall
be reduced by the amount required to cause such Highly Compensated Employee's
Elective Deferrals to equal the dollar amount of the Elective Deferrals of the
Highly Compensated Employee with the next highest dollar amount of Elective
Deferrals.  This process is repeated until one of the tests set forth in Section
3.01(f) is satisfied.

For
purposes of the above, the income or loss allocable to excess Elective Deferrals
is the income or loss allocable to the Participant's Elective Deferral Account
(and, if applicable, the Matching Contributions Account or both) for the Plan
Year multiplied by a fraction, the numerator of which is such Participant's
excess Elective Deferrals for the year and the denominator is the Participant's
Account Balance attributable to Elective Deferrals without regard to any income
or loss occurring during such Plan Year.  Excess Elective Deferrals shall be
distributed from the Participant's Elective Deferral Account and Matching
Contributions Account (if applicable) in proportion to the Participant's
Elective Deferrals and Matching Contributions (to the extent used in the ADP
test) for the Plan Year.  The Plan shall not take into account any gain or loss
for the period between the end of the Plan Year and the date of distribution
(the "gap period").

The
Employer may make Qualified Non-elective Contributions to the Plan to help
satisfy one of the tests set forth in Section 3.01(f).  The amount of such
Contribution shall be determined by the Employer in its discretion.  Any such
Contribution shall be allocated to the Accounts of all Participants who are
Nonhighly Compensated Employees in the ratio that each such Employee's
Compensation bears to the Compensation of all such Employees.  "Qualified
Non-elective Contributions" means contributions (other than Matching
Contributions) made by the Employer and allocated to Participants' Accounts that
the Participants may not elect to receive in cash until distributed from the
Plan that are nonforfeitable when made and that are distributable only in
accordance with the distribution provisions that are applicable to Elective
Deferrals.  If such Contributions are made to the Plan, a "Qualified
Non-elective Contribution Account" will be maintained for a Participant to
record his share of the Employer's Qualified Non-elective Contributions and
adjustments relating thereto. The Qualified Non-elective Contributions to the
Plan can be taken into account for a Plan Year if allocated to the Nonhighly
Compensated Employee's account under the Plan as of a date within that Plan
Year.  In addition, the Plan and any plans to which Qualified Non-elective
Contributions are made could be permissively aggregated under Reg.
Section 1.410(b)-7(d) after the application of the mandatory desegregation rules of
Reg. Section 1.410(b)-7(c), as modified in Reg. Section 1.401(k)-1(g)(11).


Notwithstanding the provisions contained in this Section 3.01, the Committee
shall have the right at any time during the Plan Year to adjust the Elective
Deferrals for the remainder of the Plan Year for each Highly Compensated
Employee to the extent necessary to satisfy one of the tests set forth in
Section 3.01(f).  To determine such adjustment, the leveling method set forth in
the preceding paragraph shall be used.

Failure to
make the above adjustments on or before the last day of the Plan Year after the
Plan Year in which such excess amounts arose will cause the Plan to fail to
satisfy the requirements of IRC Section 401(a)(4) for the Plan Year for which the
excess amounts occurred and for all subsequent Plan Years they remain
corrected.  If such excess amounts, plus any income and minus any loss allocable
thereto, are distributed more than 22 months after the last day of the Plan Year
in which such excess amounts arose, the Employer is subject to an excise tax
penalty, currently equal to ten (10) percent of the excess amount plus any
income or minus any losses on such amount.


3.01(h)             Limitations On Employer Matching And Employee
Contributions (ACP Test) - The Average Contribution Percentage for
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed:


(1)        the Average Contribution Percentage for Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or


(2)        the Average Contribution Percentage for Participants who are
Nonhighly Compensated Employees the Plan Year multiplied by 2, provided that the
Average Contribution Percentage for Participants who are Highly Compensated
Employees does not exceed the Average Contribution Percentage for Participants
who are Nonhighly Compensated Employees by more than two (2) percentage points.

For
purposes of the above tests, Actual Contribution Percentage means, with respect
to Highly Compensated Employee Participants and all other Participants for a
Plan Year, the average of the ratios, calculated separately for each Participant
in each group, of the amount of Matching Contributions made pursuant to Section
3.01(e) and any employee contributions (to the extent allowed under any other
plan which may be aggregated with this Plan for testing purposes) for each
Participant to such Participant's Compensation for such Plan Year.  For purposes
of determining a Participant's Actual Contribution Percentage, only that
Participant's Compensation for the portion of the Plan Year during which he is
eligible to make Elective Deferrals shall be taken into account.

In
addition, the Actual Contribution Percentage for Participants who are Highly
Compensated Employees shall be determined for the current Plan Year and the
Actual Contribution Percentage for Participants who are Nonhighly  Compensated
Employees shall be determined with respect to the Plan Year preceding the
current Plan Year; provided, however, the Employer may elect to use the Actual
Contribution Percentage for Participants who are Nonhighly Compensated Employees
for the current Plan Year rather than the preceding Plan Year provided that if
such an election is made, it may be revoked only as provided by the Secretary of
the Treasury.

The
Committee has the right to treat Elective Deferrals as Employer Matching
Contributions for purposes of the above Average Contribution Percentage tests so
long as the Actual Deferral Percentage test is met before the Elective Deferrals
are used in the Actual Contribution Percentage test and continues to be met
following the exclusion of those Elective Deferrals that are used to meet the
Actual Contribution Percentage test.  The amount of Elective Deferrals taken
into account as contribution percentage amounts for purposes of calculating the
Average Contribution Percentage, subject to such other requirements as may be
prescribed by the Secretary of the Treasury, shall be such Elective Deferrals
that are needed to meet the Average Contribution Percentage test.  The plan that
takes Elective Deferrals into account in determining whether the requirements of
IRC Section 401(m)(2)(A) and the plans to which the Elective Deferrals are made
must be able to be permissively aggregated under Reg. Section 1.410(b)-7(d)
after the application of the mandatory desegregation rules of Reg. Section
1.410(b)-7(c), as modified in Reg. Section 1.401(k)-1(g)(11).


3.01(i)              Adjustment For Violating Actual Contribution Percentage
Test - In the event that the Employer Matching Contributions made pursuant
to Section 3.01(e) hereof, after taking into account employee contributions to
the extent required, do not satisfy one of the tests set forth in Section
3.01(h) hereof, the Committee shall reduce the Employer Matching Contributions
for Participants who are Highly Compensated Employees to the extent necessary to
satisfy one of the tests set forth in Section 3.01(h).  The amount of the excess
plus any income or minus any loss thereon shall be used to reduce Employer
Matching Contributions hereunder.  To determine the amount of excess for a
Highly Compensated Participant a leveling method shall be used.  Under this
method the Employer Matching Contributions of the Highly Compensated Employee
with the highest dollar amount of Employer Matching Contributions shall be
reduced by the amount required to cause such Highly Compensated Employee's
Employer Matching Contribution to equal the dollar amount of the Employer
Matching Contribution of the Highly Compensated Employee with the next highest
dollar amount of Employer Matching Contributions.  This process is repeated
until one of the tests set forth in Section 3.01(h) is satisfied.

The
Employer may make Qualified Non-elective Contributions to the Plan to help
satisfy one of the tests set forth in Section 3.01(h).  The amount of such
Contribution shall be determined by the Employer in its discretion.  Any such
Contribution shall be allocated to the Accounts of all Participants who are
Nonhighly Compensated Employees in the ratio that each such Employee's
Compensation bears to the Compensation of all such Employees.  "Qualified
Non-elective Contributions" means contributions (other than Matching
Contributions) made by the Employer and allocated to Participants' Accounts that
the Participants may not elect to receive in cash until distributed from the
Plan, that are nonforfeitable when made and that are distributable only in
accordance with the distribution provisions that are applicable to Elective
Deferrals.  If such Contributions are made to the Plan, a "Qualified
Non-elective Contribution Account" will be maintained for a Participant to
record his share of the Employer's Qualified Non-elective Contributions and
adjustments relating thereto.  The Qualified Non-elective Contributions to the
Plan can be taken into account for a Plan Year if allocated to the Nonhighly
Compensated Employees account under the Plan as of a date within that Plan
Year.  In addition, the Plan and any plans to which Qualified Non-elective
Contributions are made could be permissively aggregated under Reg. Section
1.410(b)-7(d) after the application of the mandatory desegregation rules of Reg.
Section 1.410(b)-7(c), as modified in Reg. Section 1.401(k)-1(g)(11).


Notwithstanding the provisions contained in this Section 3.01, the Committee
shall have the right at any time during the Plan Year to adjust the Employer
Matching Contributions for the remainder of the Plan Year for each Participant
who is a Highly Compensated Employee to the extent necessary to satisfy one of
the tests set forth in Section 3.01(h).  To determine such adjustment, the
leveling method set forth in the preceding paragraph shall be used.

Failure to
make the above adjustments on or before the last day of the Plan Year after the
Plan Year in which such excess amounts arose will cause the Plan to fail to
satisfy the requirements of IRC Section 401(a)(4) for the Plan Year for which
the excess amounts occurred and for all subsequent Plan Years they remain
uncorrected.  If such excess amounts, plus any income and minus any loss
allocable thereto, are distributed more than 22 months after the last day of the
Plan Year in which such excess amounts arose, the Employer is subject to an
excise tax penalty, currently equal to ten (10) percent of the excess amount
plus any income or minus any losses on such amount.  Notwithstanding the
distribution of excess contributions, those excess contributions are still
considered annual additions under Section 3.07 hereof.

The income
allocable to excess contributions shall be determined by multiplying the income
allocable to the Participant's Matching Contributions for the Plan Year by a
fraction, the numerator of which is the excess Matching Contributions on behalf
of the Participant for the Plan Year and the denominator of which is the sum of
the Participant's Account Balances attributable to Matching Contributions on the
first day of the Plan Year and the Matching Contributions for the Plan Year. 
The Plan shall not take into account any gain or loss for the period between the
end of the Plan Year and the date of distribution (the "gap period").


3.01(j)              Special Rules And Definitions - For purposes of this
Section 3.01, the following special rules shall apply: 

The
deferral and contribution percentages for any Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to make Employee
Elective Deferrals or employee contributions, or to receive Matching
Contributions, under two or more plans described in IRC Section 401(a) or
arrangements described in IRC Section 401(k) that are maintained by the Employer
or an Affiliated Employer shall be determined as if all such contributions and
Elective Deferrals were made under a single plan.

In the
event that this Plan satisfies the requirements of IRC Section 410(b) only if
aggregated with one or more other plans, or if one or more other plans satisfy
the requirements of IRC Section 410(b) only if aggregated with this Plan, then
this Section 3.01 shall be applied by determining the deferral and contribution
percentages of Participants as if all such plans were a single plan. If two or
more plans are permissively aggregated for purposes of IRC Section 401(k), the
aggregated plans must also satisfy IRC Section 401(a)(4) and the IRC Section
410(b) as though they were a  single plan.

For
purposes of determining the contribution percentages, Elective Deferrals and
Matching Contributions will be considered made for a Plan Year if made no later
than the end of the twelve-month period beginning on the day after the close of
the Plan Year.

The
deferral percentage and contribution percentage of all eligible Employees must
be taken into account in determining whether the Plan satisfies the tests set
forth in Sections 3.01(f) and 3.01(h).  An eligible Employee is any Employee who
is directly or indirectly eligible to make Elective Deferrals or to receive an
allocation of Matching Contributions.  Eligible Employees who make no Elective
Deferrals and who receive no Matching Contributions have a deferral percentage
or a contribution percentage of 0% and these Employees may not be excluded from
the above-mentioned tests even though they may not be active Participants in the
Plan.  Contributions will be taken into account if paid to the Plan during the
Plan Year.  If the contribution is paid to an agent of the Plan (such as the
Employer's payroll officer), the contribution will be considered paid to the
Plan at the time it is paid to the agent provided it is transmitted to the Trust
within a reasonable period.

The
determination and treatment of the deferral and contribution percentages of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.


3.02                 Discretionary Profit Sharing Contributions By The
Employer - For each Fiscal year and not later than the time prescribed by
law for filing its Federal Income Tax Return for such Fiscal Year (including
extensions thereof), the Employer shall, with respect to such Fiscal Year, make
a contribution to the Trust Fund.  Said contribution shall be determined by
resolution of the Board of Directors.  Each Employer shall separately determine
its contributions pursuant to this Section 3.02 and shall be paid to and held by
the Trustee for the exclusive benefit of its Employees and their Beneficiaries. 
Notwithstanding the above, the amount of the contribution for any Fiscal Year
shall be subject to adjustment due to the limitation on annual additions
contained in Section 3.07 hereof.


3.03                 Amount Of Contribution - Notwithstanding any
provision of the Plan to the contrary, in no event shall the total Employer
contribution for any Fiscal Year exceed:


(1)        Twenty-five percent (25%) of the total compensation otherwise paid or
accrued to all Participants during such year; plus


(2)        The maximum amount allowed under the carryover provisions of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder
relating to contributions of previous years of less than the maximum amount
permissible, as such provisions are now in effect or may hereafter be amended,
provided that the amount contributed with respect to such year under this
subparagraph (2) when added to the amounts contributed with respect to such
previous years, shall not be in excess of twenty-five percent (25%) of the
aggregate of the total compensation paid or accrued to all Participants for such
previous fiscal years.


3.04                 Employee Voluntary Contributions - A Participant may
not, under any conditions, make voluntary contributions to this Plan.


3.05                 Hardship Distributions - Distribution of Elective
Deferrals (and earnings thereon accrued as of December 31, 1988) and Catch-up
Contributions may be made to a Participant in the event of hardship. 
Distribution of a Participant's Accrued Benefit attributable to his Rollover
Contribution Account may also be made to a Participant in the event of hardship.

For
purposes of this Section 3.05, hardship is defined as an immediate and heavy
financial need of the Participant and where distribution is necessary to satisfy
the financial need.  Hardship distributions shall not be made without the
Participant's, and if applicable his spouse's, written consent if the
Participant's vested interest in his Accrued Benefit exceeds $5,000.00 (or any
lesser amount as may, by regulations of the Secretary of the Treasury, be
established as the maximum amount that may be paid out in such event without the
Participant's consent).

The
following are the only financial needs considered immediate and heavy:


(a)        expenses for medical care described in IRC Section 213(d) previously
incurred by the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in IRC Section 152) or necessary for these persons to
obtain medical care described in IRC Section 213(d);


(b)        costs directly related to the purchase (excluding mortgage payments)
of a principal residence for the Participant;


(c)        payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, the Participant's
spouse, children or dependents (as defined in IRC Section 152); or


(d)        payments necessary to prevent the eviction of the Participant from,
or a foreclosure on the mortgage of, the Participant's principal residence.

A
distribution will be considered as necessary to satisfy an immediate and heavy
financial need of the Participant only if:


(a)        The Participant has obtained all distributions, other than hardship
distributions, and all nontaxable (at the time of the loan) loans under all
plans maintained by the Employer;


(b)        A Participant who receives a distribution of Elective Deferrals after
December 31, 2001, on account of hardship shall be prohibited from making
Elective Deferrals under this and all other plans of the Employer for six (6)
months after receipt of the distribution.  Upon the expiration of such six (6)
month period, the Participant's Elective Deferral election in effect immediately
prior to the hardship withdrawal shall automatically be reinstated.


(c)        The distribution is not in excess of the amount of an immediate and
heavy financial need.  The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution; and


(d)        All plans maintained by the Employer provide that the Participant may
not make Elective Contributions for the Participant's taxable year immediately
following the taxable year of the hardship distribution in excess of the
applicable limit under IRC Section 402(g) for such taxable year less the amount
of such Participant's Elective Contributions for the taxable year of the
hardship distribution.


3.06                 No Rights Or Interest Reserved By Employer - Except
as otherwise provided below, in no event shall the principal or income of the
Trust Fund be paid to or revert to the Employer, or be used for any purpose
whatsoever other than the exclusive benefit of the Participants or their
Beneficiaries (including the reasonable and necessary expenses of the Plan and
Trust).  Notwithstanding the above, in the case of a contribution which is made
by the Employer by a mistake of fact, such contribution shall be returned to the
Employer within one year after the payment of the said contribution if the
Employer so requests and if such return is allowed by law.  All contributions
made by the Employer are made contingent upon their deductibility under the
Internal Revenue Code.  If the Employer makes a contribution, the deductibility
of which is not allowed under IRC Section 404, then, to the extent the deduction
is disallowed, the contribution shall be returned to the Employer within one
year after the disallowance of the deduction if the Employer so requests and if
such return is allowed by law.  If the initial qualification of the Plan under
IRC Section 401(a) is denied, all contributions made by the Employer prior to
such determination of disqualification shall be returned to the Employer within
one year after the date of such denial of qualification or, if such denial is
appealed to the courts, within one year after the date a court decision
upholding such denial becomes final, if the Employer so requests and if such
return is allowed by law.


3.07                 Overall Limitation On Contributions And Benefits -
Except to the extent permitted under Section 3.01(a) and IRC Section 414(v), the
Annual Addition that may be allocated or contributed to a Participant's Account
under the Plan for any Limitation Year shall not exceed the lesser of:


(a)        $40,000.00, as adjusted for increases in the cost-of-living under
Section 415; or


(b)        one-hundred percent (100%) of the Participant's Compensation within
the meaning of IRC Section 415(c)(3), for the Limitation Year.

The
compensation limit referred to in (b) above shall not apply to any contribution
for medical benefits after separation from service (within the meaning of IRC
Section 401(h) or IRC Section 419A(f)(2)) which is otherwise treated as an
Annual Addition.

If
necessary to limit the annual addition to a Participant's Account, Elective
Deferrals will be returned to the Participant to the extent necessary to reduce
the annual addition to the prescribed amount.  If an excess amount still exists,
and the Participant is covered by the Plan at the end of the Limitation Year,
the excess amount in the Participant's Account will be used to reduce Employer
contributions (including any allocation of forfeitures) for such Participant in
the next Limitation Year, and each succeeding Limitation Year if necessary.  If
an excess amount still exists, and the Participant is not covered by the Plan at
the end of a Limitation Year, the excess amount will be held unallocated in a
suspense account.  The suspense account will be applied to reduce Employer
contributions for all remaining Participants in the next Limitation Year, and
each succeeding Limitation Year if necessary.  If a suspense account is in
existence at any time during a Limitation Year pursuant to this section, it will
not participate in the allocation of the Trust's investment gains and losses. 
If a suspense account is in existence at any time during a particular Limitation
Year, all amounts in the suspense account must be allocated and reallocated to
Participants' Accounts before any Employer contributions may be made to the Plan
for that Limitation Year.  Excess amounts may not be distributed to Participants
or former Participants.  The annual addition for a Participant will be adjusted
under this paragraph before the annual addition for the Participant is adjusted
under the Gibraltar Steel Corporation Profit Sharing Plan.

For
purposes of this Section 3.07, compensation (referred to elsewhere in this Plan
as IRC Section 415 Compensation) with respect to any Limitation Year shall mean
a Participant's earned income, wages, salaries, and fees for professional
services and other amounts received for personal services actually rendered in
the course of employment with the Employer maintaining the Plan or any Affiliate
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, earned income from sources outside the United States,
amounts described in IRC Section 105(d), IRC Sections 104(a)(3), 105(a) and
105(h), to the extent includable in the Participant's gross income, amounts paid
or reimbursed for moving expenses to the extent not deductible by the
Participant and the value of non-qualified stock options granted by the
Employer, but only to the extent includable in the Participant's gross income),
and excluding the following:


(a)        Employer contributions to a plan of deferred compensation which are
not includable in the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension plan,
or any distributions from a plan of deferred compensation; 


(b)        Amounts realized from the exercise of a non-qualified stock option,
or when restricted stock (or property) held by the Employee either becomes
freely transferable or is no longer subject to a substantial risk of forfeiture;


(c)        Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and


(d)        Other amounts which received special tax benefits, or contributions
made by the Employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity described in IRC Section 403(b) (whether or not the
amounts are actually excludable from the gross income of the Employee).


Notwithstanding the above, a Participant's Compensation for purposes of the
one-hundred percent (100%) limitation set forth above shall include any amount
which is contributed by the Employer pursuant to a salary reduction agreement
and which is not includable in the gross income of the Participant under IRC
Section 125, Section 402(e)(3), Section 402(h)(1)(B), Section 402(k), Section
457, Section 403(b) and any elective amounts that are not includable in the
gross income of the Employee by reason of IRC Section 132(f)(4).  

In
addition, amounts under IRC Section 125 include any amounts not available to a
Participant in cash in lieu of group health coverage because the Participant is
unable to certify that he or she has other health coverage.  An amount will be
treated as an amount under IRC Section 125 only if the Employer does not request
or collect information regarding the Participant's other health coverage as part
of the enrollment process for the health plan.

In
addition, the dollar limitation in effect as of the last day of the Limitation
Year shall be the dollar limitation used for the entire Limitation Year.  For
purposes of this Section 3.07 and IRC Section 415 and the regulations thereunder,
the Limitation Year with respect to the Employer shall be the calendar year.


Compensation for a Participant who is permanently and totally disabled (as
defined in IRC Section 37(e)(3)) is the compensation such Participant would have
received for the Limitation Year if the Participant had been paid at the rate of
compensation paid immediately before becoming permanently and totally disabled;
such imputed compensation for the disabled Participant may be taken into account
only if the Participant is not an officer, an owner, or highly compensated, and
contributions made on behalf of such Participant are nonforfeitable when made.

The term
"annual addition" for each Limitation Year means the sum of:


(a)        Employer contributions, whether direct or indirect, including
Participant Elective Deferrals;


(b)        forfeitures;


(c)        Employee contributions;


(d)        For Limitation Years beginning after March 31, 1984, any amount
allocated to a separate account established by the Employer on behalf of the
Participant pursuant to the terms of a defined benefit plan to provide for the
payment of benefits for sickness, accident, hospitalization and medical expenses
of retired employees, their spouses and dependents; and


(e)        Any contribution paid or accrued after December 31, 1985, to a
separate account established on behalf of a Key Employee as defined in IRC
Section 419A(d)(3) pursuant to the terms of a plan of an Employer through which
the Employer provides payment for medical benefits as defined in IRC Section
213(d) to such Key Employee after his retirement.  Medical benefits as defined
in IRC Section 213(d) may include medical benefits such as the diagnosis, cure,
mitigation, treatment or prevention of disease, or for the purpose of affecting
any structure or function of the body, or for transportation which is primarily
for and essential to the provision of such medical care or for insurance
(including amounts paid as premiums under Part B of Title XVIII of the Social
Security Act) which covers such medical care.

Employer
contributions shall be considered as annual additions to the Participant's
Accounts in the Limitation Year with respect to which such contributions are
allocated, even though such contributions are actually paid over to the Trustee
in a later year.

In any case
in which an individual is a Participant in more than one defined contribution
plan of the Employer, all such defined contribution plans, terminated or not,
shall, for purposes of these limitations, be considered as one plan; provided,
however, if any of such plans is an Employee Stock Ownership Plan (ESOP), and
the limitations contained in the first paragraph of this Section 3.07 would,
directly or indirectly, be larger, then the larger limitations shall apply.  In
addition, all employees of all corporations which are members of a controlled
group (within the meaning of IRC Section 1563(a) without regard to IRS Section
1563(a)(4) and Section 1563(e)(3)(c), which group includes the Employer as a
member, shall be considered as employed by a single employer.  However, for
purposes of the preceding sentence, a fifty percent (50%) control test applies.


3.08                 Rollovers - With the permission of the Committee and
without regard to any aforementioned limit, the Plan will accept Rollover
Contributions and/or Direct Rollovers of distributions made after December 31,
2001 on behalf of an Eligible Employee from a qualified plan described in IRC
Section 401(a) or 403(a), excluding after-tax employee contributions.

For
purposes of this Section 3.08, Eligible Employee means an Eligible Employee as
defined in Section 2.01 hereof and any person who is employed as an employee by
an Affiliate which has not adopted the Plan and who would be an Eligible
Employee as defined in Section 2.01 hereof if the Affiliate were to adopt the
Plan pursuant to Section 9.10 hereof.  Eligible Employees may make Rollover
Contributions and/or Direct Rollovers prior to meeting the eligibility
requirements for participation in the Plan.

For
purposes of this Plan, a Rollover Contribution is a contribution made by an
Eligible Employee of an amount distributed to such Eligible Employee from one of
the above-mentioned plans pursuant to IRC Section 402(c) and a Direct Rollover
is a payment received by the Plan from one of the above-mentioned plans on
behalf of an Eligible Employee.


3.09                 Predecessor Plan Assets - With the permission of the
Committee and without regard to any aforementioned limit, the Trustee may
receive the assets of any predecessor plan and invest such assets in any manner
in which he is authorized to invest the assets of this Plan.


                                            SECTION 4

                                                            Accounts And
Valuation


4.01                 Participants' Accounts - The Committee shall
establish and maintain, as needed, a separate Account in the name of each
Participant to which the Committee shall credit or charge each of the following
contributions and the net earnings or net losses of the Trust Fund and
distributions from the Trust Fund on his behalf that relate to such
contributions: 


(a)        Participant Elective Deferrals;


(b)        Employer Matching Contributions;


(c)        Employer Discretionary Profit Sharing Contributions;


(d)        Rollover Contributions and Direct Rollovers; and


(e)        Any other account the Committee deems necessary for the proper
administration of the Plan.


4.02(a)             Allocation Of Employer Contributions - The Committee
shall allocate the contributions for each Plan Year among the Accounts of the
several Participants in the following manner:


(1)        There shall be allocated to each Participant's Account an amount
equal to the amount he has elected to defer pursuant to Section 3.01(a) hereof.


(2)        There shall be allocated to each Participant's Account the amount of
any Employer Matching Contribution made pursuant to Section 3.01(e) hereof to
which he is entitled.


(3)        There shall be allocated to each Participant's Account such
Participant's share of any Discretionary Profit Sharing Contribution made by his
Employer pursuant to Section 3.02 hereof.  The Committee shall allocate the
Employer's Discretionary Profit Sharing Contribution for the Plan Year among the
Accounts of the several Participants of the Employer for the Plan Year in the
same ratio as each Participant's Compensation bears the total Compensation of
all such Participants for the Plan Year.  Compensation shall only include for
purposes of this Section 4.02(a)(3) Compensation received by the Participant
from the Employer making such contribution and only for the period during which
he was a Participant in the Plan.  In addition, for purposes of this Section
4.02(a)(3), Participants shall only include those Participants of the Employer
making such contribution who are eligible for such contribution as set forth in
Section 2.01 hereof, who have completed at least 501 Hours of Service with the
Employer making such contribution and are in the employ of the Employer or any
Affiliate on the last day of the Plan Year.


(4)        There shall be allocated to each Participant's Account the amount of
any Rollover Contribution and Direct Rollovers he has made pursuant to Section
3.08 hereof.


4.02(b)             Top Heavy Plan Year Allocations - For any Top Heavy
Plan Year as defined in Section 10.02 hereof for which the minimum benefit
required by IRC Section 416 must be provided by this Plan, any Non-Key Employee
Participant who is in the employ of the Employer on the last day of such Plan
Year shall be entitled to the minimum benefit required by IRC Section 416. The
minimum benefit for each such Participant shall be equal to the lesser of: (i)
3% of the Compensation of such Participant, or (ii) the percentage of the
Compensation of the Participant at which contributions are made (or are required
to be made) under the Plan for the Plan Year for the Key Employee Participant
for whom such percentage is the highest for the year.  The Employer will make a
contribution to the Plan to the extent necessary to provide for the minimums
required under this paragraph.  The minimum allocation required for Top-Heavy
Plan Years (to the extent required to be nonforfeitable under IRC Section
416(b)) may not be forfeited under IRC Section 411(a)(3)(B) or 411(a)(3)(D).

Elective
Deferrals and Matching Contributions shall be used to determine the highest
percentage for Key Employee Participants.  Elective Deferrals shall not,
however, be taken into account for purposes of satisfying the minimum top-heavy
contribution requirements contained in this Section 4.02(b). Matching
Contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of this Section 4.02(b) and the Plan.  Matching
Contributions that are used to satisfy the minimum contribution requirements
shall be treated as Matching Contributions for purposes of the Actual
Contribution Percentage test contained in Section 3.01(h) hereof.


4.03                 Valuation Of Trust Fund - As of the last Valuation
Date of each Plan Year, the Trustee shall determine the net worth of the assets
of each Participant's Account.  In determining such net worth, the Trustee shall
value the assets of the Trust Fund at their fair market value as of such
Valuation Date and shall deduct all fees and expenses chargeable to the
Participant's Account.  Any fees and expenses of the Trust Fund which do not
relate to a particular Participant's Account shall be allocated among the
Accounts of the several Participants in the proportion that the value of each
Participant's Account as of such Valuation Date bears to the total value of the
Accounts of the several Participants as of such Valuation Date.

The Trustee
shall also determine the net worth of the assets of each Participant's Account
upon a Participant's retirement, death, disability, withdrawal or termination of
employment, to the extent necessary to determine said Participant's Accrued
Benefit under this Plan.


4.04                 Allocation Does Not Vest Any Interest - The fact
that an amount is credited to the Account of a Participant shall not vest in
such Participant or any Beneficiary any right, title or interest in the assets
of the Trust Fund except at the time or times and upon the terms and conditions
herein provided.


4.05                 Transfer To Affiliate - If a Participant transfers
from the employment of the Employer to the employment of any Affiliate, such
Participant's Account shall remain in the Trust Fund and the Participant shall
be responsible to continue to direct the investment of his Accounts pursuant to
Section 5.01 hereof.


                                                                    SECTION 5

                                                                     Investments


5.01                 Investment Direction - The funding policy and method
of the Plan is the deposit of all contributions with the Trustee, in accordance
with the terms of the Trust agreement with the Trustee, with the right given
each Participant to designate the Investment Fund or Funds in which his interest
in the Trust is to be invested, as described in this Section 5.  Subject to the
provisions of this Section 5.01, each Participant shall have the right and
responsibility to determine the manner in which the assets credited to his
Account are to be invested.  Each Participant shall direct the Trustee as to his
choice of investments.  The Trustee shall carry out the directions of the
Participant as soon as practicable after receipt of such direction from the
Participant.  The Committee has the right to establish such rules and
regulations it deems necessary to administer the provisions of this Section
5.01.

The right
and responsibility of a Participant to direct the investment of his Account
shall continue after retirement, disability or other termination of employment,
until his entire Account or vested interest therein has been distributed.  The
Beneficiary of a deceased Participant shall exercise the right and
responsibility of such Participant to direct the investment of his Account until
the deceased Participant's entire Account has been distributed.

The
Committee shall make available such Investment Funds as it shall determine in
its discretion, including such new, additional or replacement Funds as the
Committee may deem appropriate.  Without limiting the foregoing, the Employer
expressly reserves for the Committee the right at any time and from time to time
to add additional Investment Funds having such investment objectives as it shall
determine; to modify the provisions governing any existing Investment Fund; or
to eliminate one or more existing Investment Funds.  Such Committee action may
require or authorize the transfer of Account balances then held in existing
Investment Funds to one or more new or modified Investment Funds.  The
Investment Funds shall include a Gibraltar Stock Fund and any other funds as may
be selected by the Committee in its sole discretion.

A
Participant shall direct that the funds in his Account be invested among the
available Investment Funds in such percentages as he shall specify, in
increments of 1%, effective on such dates as the Committee shall establish,
including on a daily basis; provided, however, no greater than 20% of a
Participant's Elective Deferrals, Matching Contributions and Qualified
Non-elective Contributions can be invested in the Gibraltar Stock Fund.  In
addition, a Participant may direct that all or a portion of his existing Account
balances in one or more Investment Funds be transferred among the available
Investment Funds in such percentages as he shall specify, in increments of 1%,
effective on such dates as the Committee shall establish, including on a daily
basis; provided, however, a Participant may not transfer to the Gibraltar Stock
Fund an amount that would cause the value of such Gibraltar Stock Fund to exceed
20% of the Participant's existing Account balances.  The Committee has the right
to change the above mentioned rules in its discretion, in which the case the
Participant must make investment directions in a manner consistent with rules
and regulations established by the Committee.

The
Committee and Trustees shall have no duty to investigate, and shall be under no
liability for, the prudence of any Participant investment directions made
pursuant to this Section 5.01, it being understood that each Participant is
responsible for the prudent management and investment of his own Account.  The
Committee and Trustees shall have no duty to review, supervise, or approve the
investment decisions of the Participant.  Neither the Employer, the Committee
nor the Trustees shall have any liability to anyone at any time interested
hereunder for the investment of the Participants' Accounts, except as may be
otherwise required by the Employee Retirement Income Security Act of 1974.


5.02                 Investment Media - Benefits required for
Participants may be provided through any investment media offered by any legal
reserve life insurance company authorized to do business in New York State, as
the Committee may select, or through the purchase of shares in any regulated
investment company as defined in IRC Section 851(a), or through investment in
any common trust fund of any bank or trust company authorized to do business in
New York State, or through any investment proper and appropriate to be made by
the Trustee in accordance with the trust agreement executed pursuant hereto or
through any combination of such investment media.

The
Trustees may acquire and hold "qualifying Employer securities" as that term is
defined in ERISA; provided, however, that the Trustee shall not be permitted to
acquire any qualifying Employer securities if, immediately after the acquisition
of such securities, the fair market value of all qualifying Employer securities
held by the Trustee hereunder should amount to more than 100% of the fair market
value of all the assets in the Trust Fund and provided further that any such
acquisition shall be subject to any applicable provisions of ERISA and any
regulations and rulings in this respect issued now or hereafter by the
Department of Labor or the Commissioner of Internal Revenue.


5.03                 Loans to Participants - Upon the application of any
Participant, the Committee may direct the Trustee to make a loan to such
Participant, provided all the following conditions are satisfied:


(a)        The Committee, in its sole discretion and in accordance with a
uniform and non-discriminatory policy, approves such loan to such Participant;


(b)        Loans are available to all Participants, other than Participants who
are no longer Employees and who are not parties-in-interest as defined in ERISA
Section 3(14), on a reasonably equivalent basis;


(c)        The minimum amount of a loan shall be $1,000 and the maximum number
of loans a Participant may have outstanding at any time is two (2), only one of
which can be a loan for a primary residence;


(d)        The total amount of any loan or loans from this Plan to any
Participant shall not be more than one-half (1/2) of the amount of such
Participant's Accrued Benefit, and the total amount of any loan or loans to any
Participant from this plan and any other qualified employer plans as defined in
IRC Section 72(p)(3) shall not be more than the lesser of:


(1)        one-half of the total of such Participant's nonforfeitable interest
in his accrued benefits under such plans; or


(2)        $50,000.00 reduced by the excess (if any) of the highest outstanding
balance of loans from the plans to the Participant during the one year period
ending on the day before the date on which such loan is made, over the
outstanding balance of loans from the plans to the Participant on the date on
which such loan is made;


(e)        All loans to Plan Participants granted under this Section 5.03 shall
bear a reasonable rate of interest.  Every Participant who requests a loan
pursuant to this Section 5.03 shall receive a statement of the charges involved
in such loan transaction.  This statement shall include the dollar amount of the
loan and annual rate of finance charge;


(f)         Repayment of any loan granted under this Section 5.03 shall provide
for level amortizations with payments to be made not less frequently than
quarterly over a period not to exceed five (5) years.  However, if the proceeds
of such loan are to be used by the Participant to acquire any dwelling unit
which is to be used as a primary residence of the Participant, then the term of
such loan can exceed five (5) years but shall not exceed ten (10) years;


(g)        Each loan shall be supported by collateral sufficient to adequately
secure the repayment of the loan, in addition to such Participant's
interest-bearing note for the amount of the loan, payable to the order of the
Trustee.  In the case of any loan made to a married Participant, such
Participant's vested interest in his Accrued Benefit shall not be used as
collateral for such loan without the written consent of the Participant's
spouse.

Spousal
consent shall be obtained no earlier than the beginning of the 90-day period
that ends on the date on which the loan is to be so secured.  The consent must
be in writing, must acknowledge the effect of the loan, and must be witnessed by
a plan representative or notary public.  Such consent shall thereafter be
binding with respect to the consenting spouse or any subsequent spouse with
respect to that loan.  A new consent shall be required if the account balance is
used for renegotiation, extension, renewal, or other revision of the loan.


(h)        Repayment of any loan granted under this Section 5.03 shall be
pursuant to an arrangement, established when the loan is made, setting forth the
manner in which said loan shall be repaid; provided, however, each Participant
shall have the right to prepay the entire principal balance due and shall be
entitled to a corresponding abatement of interest.  The Committee may require
the Employer to withhold the amount of the Participant's required payments from
his pay.  Loan repayments will be suspended under this Plan as permitted under
IRC Section 414(u)(4).


(i)         Any application for a loan under this Section 5.03 shall constitute
an application by the Participant directing that the Participant's interest in
his or her Account be invested in such loan.  If a loan is granted hereunder,
the value of a Participant's Account shall be adjusted as of each Valuation Date
to reflect the principal and interest credited to such Account as a result of
the loan investment as directed by the Participant hereunder.

No
Participant who applies for a loan and directs the investment of his or her
Account in accordance with this Section 5.03 shall be considered a fiduciary by
reason of his or her exercise of control over his or her Account and no person
who is otherwise a fiduciary (including the trustees) shall have any liability
for any loss, or by reason of any breach, which results from such Participant's
exercise of control.


(j)         The Participant pays from his Account any loan fee as determined by
the Committee, in its sole discretion, from time to time.

In the
event that a Participant does not repay any loan, the Committee may deduct the
total amount of such loan or any portion thereof from any payment or
distribution from the Trust Fund to which such Participant or his beneficiary or
beneficiaries may be entitled.  In the event that the amount of any such payment
or distribution is not sufficient to repay the remaining balance of any such
loan, such Participant shall be liable for and continue to make payments on any
balance still due from him.  In the event of default, foreclosure on the note
and attachment of security will not occur until a distributable event occurs in
the Plan although there may be a deemed distribution due to such default.


5.04                 Allocation of Loans, Withdrawals and Distributions -
Where any Account affected by a loan pursuant to Section 5 or by a withdrawal or
a distribution pursuant to Section 6 is invested in more than one Investment
Fund, the amount of the loan, withdrawal or distribution shall be charged
against each Investment Fund as directed by the Participant, or in the absence
of such direction, pro-rata against each of the Investment Funds in the
Participant's Account.

Loan
repayments shall be invested in Investment Funds in the same proportion as the
Participant's current Elective Deferrals are being invested by the Trustees at
the time loan repayments are made.  If the Participant is making no Elective
Deferrals to the Plan at the time loan repayments are made, the Participant may
designate how loan repayments shall be invested.


5.05                 Voting of Shares of Gibraltar - Each Participant
shall have the right to give voting instructions to the Trustee with respect to
the number of shares of common stock of Gibraltar Steel Corporation which are
held on his behalf in the Gibraltar Stock Fund.  Written notice of any meeting
of stockholders of Gibraltar and a form for instructing the Trustee how to vote
shall be given to each Participant entitled to give instruction, by such means
and in such manner as the Committee shall determine.  The Trustee shall vote
such number of shares in accordance with such instructions; provided, however,
that the Trustee shall vote any shares of common stock of Gibraltar Steel
Corporation for which it shall not have received voting instructions from
Participants in the same proportion as other Participants in the Plan have voted
the common stock of Gibraltar Steel Corporation.


5.06                 Tender or Exchange Offers - Notwithstanding any
other provisions of this Plan to the contrary, in the event of a tender or
exchange offer for shares of common stock of Gibraltar Steel Corporation held by
the Trustee in the Gibraltar Stock Fund for the Account of any Participant
having an interest in such Funds, the Trustee shall have no discretion or
authority to sell, convey or exchange such shares except to the extent, and only
to the extent, that the Trustee is timely directed to do so in writing by the
Participants, and, upon timely receipt of such written instructions, the Trustee
shall so sell, convey or transfer such shares of the common stock of Gibraltar
Steel Corporation.

In the
event of a tender or exchange offer for shares of common stock of Gibraltar
Steel Corporation held by the Trustee in the Gibraltar Stock Fund for the
Account of any Participant having an interest in such Funds, (i) the Employer
and the Committee shall not interfere in any manner or in any way attempt to
influence a Participant's decision regarding the tender or exchange of such
shares (hereinafter referred to as the "Investment Decision"); (ii) the Employer
and the Committee shall adequately communicate or cause to be communicated to
the Participants the provisions of the Plan relating to the tender or exchange
of such shares and timely distribute or cause to be distributed to Participants
all communications directed generally to the owners of the shares subject to the
tender or exchange offer, and (iii) the Committee shall distribute or cause to
be distributed to Participants, all communications that the Trustee may receive,
if any, from the offeror of such tender or exchange offer relating to such
tender or exchange offer.  In no event shall the communications to Participants
with respect to Investment Decisions or public communications directed generally
to the owners of the shares subject to the tender or exchange offer, be deemed
to be interference in the exercise of the Participants' Investment Decision.


                                                                    SECTION 6

                                                                    
Distributions


6.01                 Retirement - Every Participant shall retire for
purposes of this Plan upon his termination of employment on his retirement date,
which dates are defined below, and shall continue to participate until his
actual retirement.  The Committee shall direct the Trustee to distribute to such
Participant his Accrued Benefit in accordance with Section 6.07 hereof.


(a)        Normal Retirement Date of any Participant means such
Participant's 65th birthday.


(b)        Deferred Retirement Date of any Participant means the first
day of the month after such Participant actually leaves the employment of the
Employer, provided it is subsequent to his Normal Retirement Date.

A
Participant shall become fully and nonforfeitably vested in his Accrued Benefit
upon his attainment of age 65.


6.02(a)             Death - Upon the death of a Participant before
retirement or other termination of employment, his Accrued Benefit shall be
fully and nonforfeitably vested.  The Committee shall direct the Trustee to
distribute to any surviving Beneficiary designated by the Participant, or if
none to his surviving spouse, or if neither to his estate, such Accrued Benefit
in accordance with Section 6.07 and 6.10 hereof.


Notwithstanding the above, in the case of benefits payable on account of the
death of any vested married Participant before his annuity starting date (as
defined in Section 6.07), payment of his Accrued Benefit shall be made to his
surviving spouse in accordance with Section 6.07(a) hereof, unless prior to his
death the Participant selected a Beneficiary other than his spouse in accordance
with the provisions contained in Sections 6.02(c) and (d) hereof.  However, if
any vested married Participant has elected to receive his benefits in the form
of a life annuity and dies before his annuity starting date, payment of his
Accrued Benefit shall be made over the life of his surviving spouse (hereinafter
referred to as the "qualified pre-retirement survivor annuity"), unless prior to
his death the Participant made an election in accordance with the Qualified
Election Procedures contained in Section 6.07(c) hereof.  The surviving spouse
may elect to have such annuity distributed within a reasonable period after the
Participant's death.  A surviving spouse entitled to any benefits under this
paragraph may elect, in writing filed with the Committee prior to the
commencement of benefits, that the Committee make payment under one of the
optional forms of benefits provided for in Section 6.07(a) hereof.  For purposes
of this Section 6.02(a), a Participant shall not be considered married unless
the Participant and his spouse have been married throughout the one (1) year
period ending on the date of the Participant's death.

Upon the
death of a Participant who has theretofore retired, become disabled or otherwise
terminated employment and who has begun to receive payments pursuant to Section
6.07 hereof, the Trustee in accordance with the provisions of Section 6.07 and
subject to the provisions of 6.10 hereof shall continue to distribute the
balance, if any, of his Accounts that have not been heretofore distributed, to
any surviving spouse or to any surviving Beneficiary designated by the
Participant, whichever is applicable, or if neither, to his estate.


6.02(b)           Proof Of Death - The Committee may require such
proper proof of death and such evidence of the right of any person to receive
payment of a deceased Participant's Account as the Committee may deem desirable.
The Committee's determination shall be conclusive.


6.02(c)             Designation Of Beneficiary - Subject to the
provisions of Section 6.02(d) hereof, each Employee, upon becoming a
Participant, may designate a Beneficiary of his own choosing, and may in
addition name contingent Beneficiaries.  Such designation shall be made in a
form satisfactory to the Committee.  Any Participant may at any time revoke or
change his Beneficiary designation by filing written notice with the Committee.


6.02(d)             Qualified Election - A married Participant may elect
to waive during his election period the requirement that his benefits be paid to
his surviving spouse in the event that he dies before the commencement of his
benefits under this Plan.

Any
Beneficiary designation made by any married Participant, as defined in Section
6.02(a) hereof, credited with one Hour Of Service after August 23, 1984, shall
not be effective unless:  (i) the Participant's spouse consents in writing to
the designation; (ii) the designation designates a specific Beneficiary
including any class of Beneficiaries or any contingent Beneficiaries, which may
not be changed without spousal consent (or the spouse expressly permits
designations by the Participant without any further spousal consent); (iii) the
spouse's consent acknowledges the effect of the designation and (iv) the
spouse's consent is witnessed by a plan representative or notary public.

Any consent
by a spouse obtained under this provision (or establishment that the consent of
a spouse may not be obtained) shall be effective only with respect to such
spouse.  A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the spouse
has the right to limit consent to a specific Beneficiary and that the spouse
voluntarily elects to relinquish such right.  A revocation of a prior
designation may be made by a Participant without the consent of the spouse at
any time before the commencement of benefits.  The number of revocations shall
not be limited.

If the
Participant establishes to the satisfaction of the Committee that he has no
spouse or his spouse cannot be located, the consent of his spouse provided for
shall not be required.  If a Participant marries or locates his spouse after
having made a beneficiary designation under Section 6.02(c) hereof, such
designation shall not be effective unless the spouse of such Participant
consents in writing to such designation in accordance with the provisions of
this Section 6.02(d).


6.03(a)             Disability - In the event of a Participant's total
and permanent disability before retirement or other termination of employment,
his Accrued Benefit shall be fully and nonforfeitably vested. The Committee
shall direct the Trustee to distribute to such Participant his Accrued Benefit
in accordance with Section 6.07.  No distribution may be made to a Participant
prior to his attainment of age 65 pursuant to this Section 6.03(a) if his
Accrued Benefit exceeds $5,000.00, unless the Participant, and if a qualified
joint and survivor annuity form of payment is required, his spouse, consent to
such distribution.  If consent to the distribution is not
obtained, the Committee shall direct the Trustee to hold the same for
distribution upon the earlier of his attainment of age 65 or death.


6.03(b)             Total And Permanent Disability - For purposes of this
Plan, total and permanent disability shall mean an illness or injury of a
potentially permanent nature, expected to last for a continuous period of not
less than 12 months or can be expected to result in death which prevents the
Participant form engaging in any occupation for wage or profit for which the
Employee is reasonably fitted by training, education or experience.


6.03(c)             Determination Of Total And Permanent Disability - The
total and permanent disability of any Participant shall be determined by a
licensed physician selected by or satisfactory to the Employer.


6.04                 Vesting - Each Participant shall at all times be
fully and nonforfeitably vested in all of his Accounts in the Plan, including,
but not limited to, his Accrued Benefit attributable to Elective Deferrals,
Matching Contributions, Discretionary Profit Sharing Contributions, Qualified
Non-elective Contributions, Rollover Contributions and Direct Rollovers.


6.05                 Termination Of Employment And Distribution Of Vested
Benefits - Upon a Participant's voluntary or involuntary termination of
employment with the Employer and any Affiliate with a vested interest in his
Accrued Benefit, other than by reason of retirement, death or disability, the
Participant shall have the right to elect to have the value of his Accrued
Benefit paid in accordance with Section 6.07 hereof; provided, however, such
election shall not be effective without the Participant's, and if a qualified
joint and survivor annuity form of payment is required, his spouse's (or where
either the Participant or the spouse has died, the survivor's) written consent
if (i) his Accrued Benefit exceeds $5,000.00 (or any lesser amount as may, by
regulations of the Secretary of the Treasury, be established as the maximum
amount that may be paid out in such event without the Participant's consent) and
(ii) the Accrued Benefit is immediately distributable. The Accrued Benefit is
immediately distributable if any part of the Accrued Benefit could be
distributed to the Participant (or surviving spouse) before the Participant
attains (or would have attained if not deceased) the later of normal retirement
age or age 62.  Notwithstanding the foregoing, neither the consent of the
Participant nor his spouse shall be required to the extent that a distribution
is required to satisfy IRC Section 401(a)(9) or IRC Section 415.

For
purposes of this Section 6.05, the consent of the Participant and, if
applicable, his spouse shall be obtained in writing within the 90 day period
ending on the annuity starting date.  The annuity starting date is the first day
of the first period for which an amount is paid as an annuity or any other
form.  The Committee shall notify the Participant and, if applicable, his spouse
of the right to defer any distribution until the Participant's Accrued Benefit
is no longer immediately distributable.  Such notification shall include a
general description of the material features, and an explanation of the relative
values of, the optional forms of benefit available under the Plan and shall be
provided no less than 30 days and no more than 90 days prior to the annuity
starting date.  If a distribution is one to which Sections 401(a)(11) and 417 of
the Internal Revenue Code do not apply, such distribution may commence less than
30 days after the notice required under section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:


(a)        the Committee clearly informs the Participant that the Participant
has a right to a period of at least 30 days after receiving the notice to
consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and


(b)        the Participant, after receiving the notice, affirmatively elects a
distribution.

If the
Participant and, if applicable, the Participant's spouse do not consent to such
distribution, the Committee shall direct the Trustee to hold the value of his
Accrued Benefit as determined above for distribution upon the earlier of his
attainment of age 65, death or disability.  The Participant shall be responsible
to continue to direct the investment of his Accounts pursuant to Section 5.01
hereof.  When such former Participant is entitled to distribution as provided in
the preceding sentence, the Committee shall direct the Trustee to distribute the
value of such Accrued Benefit to such former Participant or his Beneficiary in
accordance with Section 6.07.

At the time
a former Participant is entitled to distribution, according to its records, the
Committee shall send, by registered or certified mail directed to his address
last known to the Committee, a notice informing him as to his rights with
respect to any amounts held for him and requesting confirmation of his address
and age.  Each Participant and former Participant has the obligation to keep the
Committee informed of his address.  In the event the Committee is unable to
locate such former Participant within four (4) years, the amount held for his
benefit shall be forfeited; provided, however, if a claim is made by the
Participant or his Beneficiary for the forfeited amount, such amount shall be
reinstated into his Account.


Notwithstanding the foregoing, the Committee shall direct the Trustee to make a
lump sum payment of a Participant's vested interest in his Accrued Benefit if
his vested interest in his Accrued Benefit is $5,000.00 or less.


6.06                 Forfeitures - Since the Plan provides full vesting
pursuant to Section 6.04 hereof, there are no forfeitures under the Plan.


6.07(a)             Method Of Distribution - Subject to the last
paragraph of this Section 6.07(a), a Participant may elect one or more of the
following methods of distribution of benefits.  If a Participant makes no
election, the distributions provided hereunder shall, subject to the provisions
of Section 6.07(b) hereof, be made in one lump sum payment in cash.

(1)       
One lump sum payment.


(2)        Effective July 1, 1997, the purchase of an annuity contract from any
insurance company licensed to do business within the State of New York.  Any
such annuity contract so purchased must be non-transferable when held by a
person other than a trustee of a trust described in IRC Section 401(a) or IRC
Section 501(a) and must be payable in the following forms:  a straight life
annuity; single life annuities with certain periods of 5, 10 or 15 years; a
single life annuity with installment refund; survivorship life annuities with
installment refund with survivor percentages of 50, 66-2/3 or 100; a joint and
50% or 100% survivor annuity with a designated Beneficiary; or over the periods
set forth in subsection (3) below.


3)         Payment in monthly, quarterly, semi-annual or annual installments
over a period certain not longer than the life expectancy of the Participant or
the joint life and survivor life expectancies of the Participant and his
designated Beneficiary or until the Participant's Account has been fully
distributed, if sooner.  Effective July 1, 1997, distribution of benefits
pursuant to this Section 6.07(a)(3) may be made by the purchase of an annuity
contract described in Section 6.07(a)(2) above.

If the
Participant has any funds invested in the Gibraltar Stock Fund, the Committee
will take reasonable steps to help liquidate a sufficient number of shares of
the common stock of Gibraltar Steel Corporation held in such Fund to make
distribution to the Participant.


Notwithstanding the foregoing, the methods of distribution of benefits provided
under (2) and (3) above shall no longer be available to any Participant whose
annuity starting date is after the earlier of (i) the 90th day after
the date the Participant has been furnished a summary that reflects the
elimination of those methods of distribution or (ii) January 1, 2006, which is
the first day of the second Plan Year following the Plan Year during which that
method of distribution was eliminated.


6.07(b)             Normal Form Of Benefit For Married Participant Electing
Life Annuity - If a Participant is married on the first day of the first
period for which an amount is payable as an annuity (the annuity starting date)
and such Participant has elected to receive his benefits in the form of a life
annuity, any distribution of the following benefits shall be made in the form of
a qualified joint and survivor annuity, unless the Participant elects not to
receive his benefits in such form or elects one of the other options contained
in Section 6.07(a) hereof; provided that no such election may be made unless
made in accordance with the Qualified Election Procedures contained in Section
6.07(d) hereof.  The following benefits shall be paid in the above manner:


(1)        Normal or deferred retirement benefits;


(2)        Benefit payments otherwise commencing on or after a Participant's
disability or attainment of normal retirement age.

For
purposes of this Section 6.07(b), the term "qualified joint and survivor
annuity" shall mean an immediate annuity for the life of the Participant with a
survivor annuity for the life of his spouse which is equal to one-half of the
amount of the annuity payable during the joint lives of the Participant and his
spouse.  Distribution of benefits pursuant to this Section 6.07(b) may be made
by the purchase of an annuity contract described in Section 6.07(a)(2) hereof.


6.07(c)             Qualified Election Procedures - If a Participant has
elected to receive his benefits in the form of a life annuity, no less than
thirty (30) days and no more than ninety (90) days before the Participant's
annuity starting date, the Committee will provide the Participant with a written
explanation of: (i) the terms and conditions of the qualified joint and survivor
annuity; (ii) the Participant's right to make and the effect of an election to
waive the qualified joint and survivor annuity form of benefit; (iii) the rights
of a Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the qualified joint and survivor
annuity.

A
Participant may elect, with applicable spousal consent, to waive the requirement
that the written explanation be provided at least 30 days before the annuity
starting date, provided that the distribution commences more than 7 days after
such explanation is provided.  In addition, the written explanation may be
provided after the annuity starting date, provided that the applicable election
period shall not end before the 30th day after the date on which such
explanation is provided, except that the Participant can waive such 30 day
requirement provided that the distribution commences more than 7 days after the
explanation is provided.

The
Committee shall also provide the Participant a written explanation of:  (i) the
terms and conditions of the qualified pre-retirement survivor annuity; (ii) the
Participant's right to make and the effect of an election to waive the qualified
pre-retirement survivor annuity form of benefit; (iii) the rights of a
Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the qualified pre-retirement survivor
annuity. Such written explanation shall be provided by the Committee to the
Participant upon his election to receive his benefits in the form of a life
annuity or, if later, during the period beginning on the first day of the Plan
Year in which the Participant attains the age 32 and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age 35;
provided that, if a Participant enters the Plan after the 1st day of the Plan
Year in which the Participant attained age 32, the Committee shall provide such
written explanation no later than the close of the second Plan Year following
the Participant's entry into the Plan, if later.  In the case of a Participant
who separates from service before the Plan Year in which age 35 is attained,
notice shall be provided within the two-year period beginning one year prior to
separation and ending one year after separation.  If such a participant
thereafter returns to employment with the Employer, the applicable period for
such participant shall be redetermined.

A married
Participant may elect to waive the requirement that his benefits be paid in the
form of a qualified joint and survivor annuity or a qualified pre-retirement
survivor annuity in the event that he dies before the commencement of his
benefits under this Plan.  Such election shall not be effective unless:  (i) the
Participant's spouse consents in writing to the election; (ii) the election
designates a specific Beneficiary including any class of Beneficiaries or any
contingent Beneficiaries, which may not be changed without spousal consent (or
the spouse expressly permits designations by the Participant without any further
spousal consent); (iii) the spouse's consent acknowledges the effect of the
election; and (iv) the spouse's consent is witnessed by a Plan representative or
notary public.  Additionally, a Participant's waiver of the qualified joint and
survivor annuity shall not be effective unless the election designates a form of
benefit payment which may not be changed without spousal consent (or the spouse
expressly permits designations by the Participant without any further spousal
consent).

Any consent
by a spouse obtained under this provision (or establishment that the consent of
a spouse may not be obtained) shall be effective only with respect to such
spouse.  A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the spouse voluntarily elects to relinquish
either or both of such rights.  A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before the
commencement of benefits.  The number of revocations shall not be limited.

The
election period with respect to the qualified joint and survivor annuity is the
90 day period ending on the annuity starting date.  The election period with
respect to the qualified pre-retirement survivor annuity begins on the later of
the date on which the Participant has elected to receive his benefits in the
form of a life annuity or the first day of the Plan Year in which he attains age
32 and ends on the date of his death.


6.07(d)             Payment Without Qualified Election - A Participant
may receive his benefits under this Plan in a form which is not a qualified
joint and survivor annuity or a qualified pre-retirement survivor annuity
without making an election described in Section 6.07(d) hereof provided that the
Participant establishes to the satisfaction of the Committee that he has no
spouse or his spouse cannot be located.


Notwithstanding the foregoing provisions of this Section 6.07(d), if a
Participant marries or locates his spouse after having made an election under
Section 6.07(c) hereof not to receive his benefits in the form of a qualified
joint and survivor annuity or qualified pre-retirement survivor annuity, such
election shall not be effective and such Participant's benefits will be paid in
accordance with Section 6.07(b) or the second paragraph of 6.02(a) hereof unless
such Participant makes an election not to receive his benefits in such form in
accordance with Section 6.07(c) hereof.


6.08                 Time Of Payment - Unless a later date is otherwise
elected by the Participant,  benefit payments under this Plan must begin not
later than the sixtieth (60th) day after the close of the Plan Year in which the
latest of the following events occurs:


(a)        A Participant attains age 65;


(b)        The tenth anniversary of the year in which the Participant commenced
participation in the Plan; or


(c)        The Participant terminates his service with the Employer.


Notwithstanding the foregoing, the failure of a Participant, and if applicable
his spouse, to consent to a distribution while a benefit is immediately
distributable, within the meaning of Section 6.05, shall be deemed to be an
election to defer commencement of payment of any benefit sufficient to satisfy
this Section 6.08.


6.09                 Deferred Distributions Upon Retirement, Death,
Disability Or Termination Of Employment - In the event of a deferred
distribution under the Plan in the case of retirement, death, disability or
termination of employment, the Participant or beneficiary, as the case may be,
shall be responsible to continue to direct the investment of his Accounts
pursuant to Section 5.01 hereof.


6.10(a)             Required Minimum Distribution - General Rules - The
requirements of this Section 6.10 shall apply to any distribution of a
Participant's interest and will take precedence over any inconsistent provisions
of this Plan. All distributions required under this Section 6.10 will be
determined and made in accordance with the Treasury regulations under IRC
Section 401(a)(9).


6.10(b)             Required Beginning Date - The entire interest of a
Participant must be distributed or begin to be distributed no later than the
Participant's required beginning date.  The required beginning date of a
Participant is the later of the first day of April of the calendar year in which
the Participant attains age 702 or, in the case of a non-5 percent owner, the
calendar year in which the Participant retires.

A
Participant is treated as a 5 percent owner for purposes of this Section if such
Participant is a 5 percent owner as defined in IRC Section 416(i) (determined in
accordance with IRC Section 416 but without regard to whether the Plan is
top-heavy) at any time during the Plan Year ending with or within the calendar
year in which such owner attains age 70 2.  Once distributions have begun to a 5
percent owner under this Section, they must continue to be distributed, even if
the Participant ceases to be a 5 percent owner in a subsequent year.


6.10(c)             Time and Manner of Distribution - If the Participant
dies before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:


(1)        If the Participant's surviving spouse is the Participant's sole
designated beneficiary, then distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later.


(2)        If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, then distributions to the designated beneficiary will
begin by December 31 of the calendar year immediately following the calendar
year in which the Participant died.


(3)        If there is no designated beneficiary as of September 30 of the year
following the year of the Participant's death, the Participant's entire interest
will be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.


(4)        If the Participant's surviving spouse is the Participant's sole
designated beneficiary and the surviving spouse dies after the Participant but
before distributions to the surviving spouse begin, this Section 6.10(c), other
than Section 6.10(c)(1), will apply as if the surviving spouse were the
Participant.

For
purposes of this Section 6.10(c) and Section 6.10(e), unless Section 6.10(c)(4)
applies, distributions are considered to begin on the Participant's required
beginning date.  If Section 6.10(c)(4) applies, distributions are considered to
begin on the date distributions are required to begin to the surviving spouse
under Section 6.10(c)(1).  If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant's Required Beginning Date (or to the Participant's surviving spouse
before the date 6.10(c)(1), the date distributions are considered to begin is
the date distributions actually commence.  Unless the Participant's interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the Required Beginning Date, as of the first
distribution calendar year distributions will be made in accordance with
Sections 6.10(d) and 6.10(e).  If the Participant's interest is distributed in
the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of IRC Section
401(a)(9).


6.10(d)             Required Minimum Distributions During Participant's
Lifetime - During the Participant's lifetime, the minimum amount that will
be distributed for each distribution calendar year is the lesser of:


(1)        the quotient obtained by dividing the Participant's Account Balance
by the distribution period in the Uniform Lifetime Table set forth in
section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age
as of the Participant's birthday in the distribution calendar year; or


(2)        if the Participant's sole designated beneficiary for the distribution
calendar year is the Participant's spouse, the quotient obtained by dividing the
Participant's Account Balance by the number of the Joint and Last Survivor Table
set forth in section 1.401(a)(9)-9 of the Treasury regulations using the
Participant's and spouse's attained ages as of the Participant's and spouse's
birthdays in the distribution calendar year.

Required
minimum distributions will be determined under this Section 6.10(d) beginning
with the first distribution calendar year and up to and including the
distribution calendar year that includes the Participant's date of death.

6.10(e)             Required
Minimum Distributions After Participant's Death - If death occurs on or
after date distribution begins, the following rules apply:


(1)        If the Participant dies on or after the date distributions begin and
there is a designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's Account Balance by the
longer of the remaining life expectancy of the Participant or the remaining life
expectancy of the Participant's designated beneficiary, determined as follows:


a.         The Participant's remaining life expectancy is calculated using the
age of the Participant in the year of death, reduced by one for each subsequent
year.


b.         If the Participant's surviving spouse is the Participant's sole
designated beneficiary, the remaining life expectancy of the surviving spouse is
calculated for each distribution calendar year after the year of the
Participant's death using the surviving spouse's age as of the spouse's birthday
in that year.  For distribution calendar years after the year of the surviving
spouse's death, the remaining life expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of the spouse's birthday in
the calendar year of the spouse's death, reduced by one for each subsequent
calendar year.


c.         If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, the designated beneficiary's remaining life expectancy
is calculated using the age of the beneficiary in the year following the year of
the Participant's death, reduced by one for each subsequent year.


(2)        If the Participant dies on or after the date distributions begin and
there is no designated beneficiary as of September 30 of the year after the year
of the Participant's death, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account Balance by the
Participant's remaining life expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.

If death
occurs before date distributions begin, the following rules apply:


(1)        If the Participant dies before the date distributions begin and there
is a designated beneficiary, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's Account Balance by the remaining
life expectancy of the Participant's designated beneficiary, determined as
provided in the above provisions of this Section 6.10(e).


(2)        If the Participant dies before the date distributions begin and there
is no designated beneficiary as of September 30 of the year following the year
of the Participant's death, distribution of the Participant's entire interest
will be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.


(3)        If the Participant dies before the date distributions begin, the
Participant's surviving spouse is the Participant's sole designated beneficiary,
and the surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 6.10(c)(1), the provisions of (1) and (2) above
will apply as if the surviving spouse were the Participant.


6.10(f)              Definitions - For purposes of this Section 6.10, the
following terms shall have the following meanings.


(1)        Designated beneficiary.  The individual who is designated as the
beneficiary under the Plan and is the designated beneficiary under IRC Section
401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.


(2)        Distribution calendar year.  A calendar year for which a minimum
distribution is required.  For distributions beginning before the Participant's
death, the first distribution calendar year is the calendar year immediately
preceding the calendar year which contains the Participant's required beginning
date.  For distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which distributions are
required to begin under Section 6.10(c).  The required minimum distribution for
the Participant's first distribution calendar year will be made on or before the
Participant's Required Beginning Date.  The required minimum distribution for
other distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's Required Beginning
Date occurs, will be made on or before December 31 of that distribution calendar
year.


(3)        Life expectancy.  Life expectancy as computed by use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.


(4)        Participant's Account Balance.  The Accrued Benefit as of the last
valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account Benefit
as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date.  The Accrued Benefit for the valuation calendar year includes
any amounts rolled over or transferred to the plan either in the valuation
calendar year or in the distribution calendar year if distributed or transferred
in the valuation calendar year.


6.11                 Distributions Where Location Of Participant Or
Beneficiary Unknown - In the event that all, or any portion, of the
distribution payable to a Participant or his Beneficiary hereunder shall, at the
expiration of five (5) years after it shall become payable, remain unpaid solely
by reason of the inability of the Committee, after sending a registered letter,
return receipt requested, to the last known address, and after further diligent
effort, to ascertain the whereabouts of such Participant or his Beneficiary, the
amount so distributable shall be treated as a forfeiture pursuant to the Plan. 
In the event a Participant or Beneficiary is located subsequent to his benefit
being forfeited, such benefit shall be restored.  Notwithstanding the above, if,
prior to the expiration of the five (5) year period mentioned above,
distribution of Plan benefits is required under Section 6.10(a) hereof or if
this Plan shall terminate and all the assets are distributed, the Committee
shall direct the Trustee to establish in the name and social security number of
the lost Participant, in care of the Employer, an interest-bearing
federally-insured bank account with the Participant having an unconditional
right to withdraw funds from the account.


6.12                 Distributions During Incompetency - Subject to the
provisions of Section 6.07 hereof, if any Participant, retired or disabled
Participant or beneficiary entitled to any payment under this Plan shall be or
shall, in the sole judgment of the Committee, become physically or mentally
incapable of receiving or acknowledging receipt of payment, the Committee, may
cause any payment otherwise payable to him to be made in any one or more of the
following ways:


(a)        to a relative of such Participant or beneficiary by blood or by
marriage, for the benefit of such Participant or beneficiary;


(b)        upon receipt of satisfactory evidence that such Participant or
beneficiary is being maintained by an unrelated person or institution and no
guardian or committee has been appointed for such Participant or beneficiary, to
such person or institution to be held and used for the benefit of such
Participant or beneficiary;


(c)        upon receipt of satisfactory evidence that a guardian or committee
has been appointed for such Participant or beneficiary, to such guardian or
committee, to be held and used for the benefit of such Participant or
beneficiary; or


(d)        directly to such Participant or beneficiary.

The
determination and direction of the Committee under this paragraph shall be
binding upon such Participant or beneficiary and his heirs and personal
representatives.


6.13                 Pre-retirement Distribution - If a Participant has
attained at least age fifty-nine and one-half (59 1/2), the Committee shall,
upon the election of such Participant and with his, and, if a qualified joint
and survivor annuity form of payment is required, his spouse's consent, direct
the Trustee to distribute all or a portion of the vested interest in the
Participant's Accrued Benefit to such Participant in accordance with the
provisions of Section 6.07 hereof.  In the event the Participant elects such
distribution, the Participant shall continue to be eligible to participate in
the Plan on the same basis as any other Participant.  The provisions of this
Section 6.13 shall only apply to the Participant's Accrued Benefit attributable
to his Elective Deferrals, Employer Matching Contributions, Employer
Discretionary Profit Sharing Contributions, Employer Non-elective Contributions
and Rollover Contributions and Direct Rollovers.


6.14                 Withdrawal Of Discretionary Profit Sharing Plan
Contribution Account Attributable to Hubbell Plan - A Participant who has a
Discretionary Profit Sharing Plan Contribution Account resulting from the merger
of the Wm. R. Hubbell Steel Corporation/Mill Transportation Company 401(k)
Profit Sharing Plan (the "Hubbell Plan") into this Plan shall be fully and non-forfeitably
vested in that Account to the extent his balance in that Account is attributable
to that same account in the Hubbell Plan prior to the merger.  A Participant who
has been a participant in the Hubbell Plan and this Plan for a period of at
least five years has the right to withdraw 100% of such balance in his
Discretionary Profit Sharing Plan Contribution Account.  A Participant who has
been a Participant in the plans for less than five years has the right to
withdraw 100% of that portion of his Discretionary Profit Sharing Plan
Contribution Account attributable to contributions made to the Hubbell Plan
which have been in this Plan and the Hubbell Plan for at least two full Plan
Years.  Distributions under this Section 6.14 shall not be made without the
Participant's, and if a qualified joint and survivor annuity form of payment is
required, his spouse's, written consent if the Participant's vested interest in
his Accrued Benefit exceeds $5,000 (or any lesser amount as may, by regulations
of the Secretary of the Treasury, be established as the maximum amount that may
be paid out in such event without the Participant's consent).


6.15(a)             Direct Transfer of Eligible Rollover Distribution - 
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.


6.15(b)             Definitions.

"Eligible
rollover distribution:"  An eligible rollover distribution is any distribution
of all or any portion of the balance to the credit of the distributee, except
that an eligible rollover distribution does not include:  any distribution that
is one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).  In addition, any
amount that is distributed on account of hardship shall not be an eligible
rollover distribution and the distributee may not elect to have any portion of
such a distribution paid directly to an eligible retirement plan.  A portion of
a distribution shall not fail to be an eligible rollover distribution merely
because the portion consists of after-tax employee contributions which are not
includable in gross income.  However, such portion may be transferred only to an
individual retirement account or annuity described in IRC Section 408(a) or (b),
or to a qualified defined contribution plan described in IRC Section 401(a) or
403(a) that agrees to separately account for amounts so transferred, including
separately accounting for the portion of such distribution which is  includable
in gross income and the portion of such distribution which is not so
includable.  

"Eligible
retirement plan:"  An eligible retirement plan is an individual retirement
account described in IRC Section 408(a), an annuity plan described in IRC
Section 403(a), or a qualified trust described in IRC Section 401(a), that
accepts the distributee's eligible rollover distribution.  However, in the case
of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity. In addition, an eligible retirement plan shall also mean an annuity
contract described in IRC Section 403(b) and an eligible plan under IRC Section
457(b) which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and
which agrees to separately account for amounts transferred into such plan from
this Plan.  The definition of eligible retirement plan shall also apply in the
case of a distribution to a surviving spouse, or to a spouse or former spouse
who is the alternate payee under a qualified domestic relations order, as
defined in IRC Section 414(p).

"Distributee:" 
A distributee includes an employee or former employee.  In addition, the
employee's or former employee's surviving spouse and the employee's or former
employee's spouse or former spouse who is the alternate payee under a qualified
domestic relation order, as defined in IRC Section 414(p), are distributees with
regard to the interest of the spouse or former spouse.

"Direct
rollover:"  A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.


6.16                 Distribution Restrictions For 401(k) Plan - Elective
Deferrals, Non-elective Contributions and Matching Contributions that are used
to satisfy the Actual Deferral Percentage test set forth in Section 3.01(f)
hereof and any income allocable to each may not be distributed to a Participant
or his beneficiary, in accordance with such Participant's or beneficiary
election, earlier than upon his retirement, death, disability, termination of
employment or attainment of age 592.  Notwithstanding the above, such amounts
may be distributed upon:


(a)        termination of the Plan without the establishment of another defined
contribution plan provided the Participant receives a lump sum distribution by
reason of the termination;


(b)        the hardship of the Participant as described in Section 3.05; or


(c)        on account of the Participant's severance from employment.  However,
such a distribution shall be subject to the other provisions of the Plan
regarding distributions, other than provisions that require a separation from
service before such amounts may be distributed.  This paragraph shall apply for
distributions after December 31, 2001 regardless of when the severance from
employment occurred.


6.17                 $5,000 Payout Threshold - In determining if a
Participant's Accrued Benefit exceeds $5,000 for purposes  of this Plan, the
value of all of the Participant's Accounts, including his Account attributable
to Rollover Contributions and Direct Rollovers shall be taken into account.


                                                                    SECTION 7

                                                                  
Administration


7.01                 The Committee - The Board of Directors shall appoint
an administrative committee to administer the Plan as the plan administrator. 
The Committee shall be the named fiduciary of the Plan with respect to Plan
administration and the appointment of an Investment Manager to manage any assets
of the Plan.  This Committee shall consist of officers or other employees of the
Employer, or any other individuals, who shall serve at the pleasure of the Board
of Directors.  Any member may resign by delivering his written resignation to
the Board of Directors.  Vacancies arising by resignation, death, removal or
otherwise shall be filled by the Board of Directors.  If at any time no members
are currently serving as the Committee, or if no Committee is appointed, the
Employer shall be deemed to be the Committee.


7.02                 General Duties And Responsibilities - The Committee
shall administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan, including the right to
exercise discretion to carry out its duties under the Plan.  Any discretionary
act, interpretation, construction or determination made in good faith shall be
final and conclusive.  The Committee may correct any defect, supply any
omission, or reconcile any inconsistency in such manner and to such extent as
shall be deemed necessary or advisable to carry out the purpose of this Plan;
provided, however, that any discretionary act, interpretation or construction
shall be consistent with the intent that the Plan shall continue to be deemed a
qualified Plan under IRC Section 401(a), as amended from time to time, and shall
comply with the terms of ERISA and all Regulations issued pursuant thereto.  The
Committee as named fiduciary may employ attorneys, accountants and such other
advisors to advise it with respect to its duties and obligations as it deems
appropriate.


7.03                 Funding Policy - The Committee shall establish a
funding policy and method consistent with the objectives of the Plan and the
requirements of law.  The Committee shall thereafter review, and if necessary
change such funding policy and method.


7.04                 Allocation And Delegation Of Responsibilities - As
the named fiduciary, the Committee may engage agents to assist it in carrying
out its functions hereunder.  The Committee members are expressly authorized to
allocate among themselves and/or delegate to other named persons or parties
fiduciary responsibilities, other than Trustee responsibilities.  The Committee
may appoint an Investment Manager and delegate to him the authority to manage,
acquire, invest or dispose of all or any part of the Trust assets.  With regard
to the assets entrusted to his care, the Investment Manager shall provide
written instructions and directions to the Trustee, who shall in turn, be
entitled to rely thereon.  This appointment and delegation shall be evidenced by
a signed written document, which must be retained with the other Plan documents.


7.05                 Bonding - The Committee shall be responsible for
procuring bonding for any persons dealing with the Plan or its assets as may be
required by law or by this Plan.


7.06                 Records, Reporting And Disclosure - The Committee
shall maintain all the records necessary for the administration of the Plan. 
The Committee shall also be responsible for preparing and filing such annual
reports and tax forms as may be required by law.  The Committee shall furnish to
and/or make available for inspection by each Participant covered under the Plan
and to each Beneficiary who is entitled to receive benefits under the Plan, such
information and reports as may be required by law.


7.07                 Expenses and Compensation - Except as otherwise
provided below, the expenses necessary to administer the Plan (exclusive of
transfer taxes and similar costs of acquiring and disposing of common stock of
Gibraltar Steel Corporation) shall be paid by the Employer.  Upon its failure to
pay said expenses, the Trustee shall pay said expenses out of the Plan assets
and shall be reimbursed by the Employer.  Expenses include, but are not limited
to, brokerage commissions on the purchase and sale of common stock of Gibraltar
Steel Corporation, those involved in retaining necessary professional assistance
from an attorney, an accountant, an actuary, or an investment advisor.  Expenses
shall not include any participant loan fee or required minimum distribution fee,
the amount of which shall be determined by the Committee, in it sole discretion,
from time to time.  Such fees shall be paid by the applicable Participant from
his Account. The Employer shall furnish the Committee with such clerical and
other assistance as is necessary in the performance of its duties. The
Committee, with the approval of the Employer, may receive reasonable
compensation for services rendered in administering this Plan, provided the
member performing the services is not a full-time employee of any Employer
maintaining this Plan.


7.08                 Information From Employer - To enable the Committee
to perform its functions, the Employer shall supply full and timely information
to the Committee on all matters relating to the compensation of all
Participants, their employment, their retirement, death, disability or
termination of employment, and such other pertinent facts as the Committee may
require.  The Committee shall advise the Trustee of such of the foregoing facts
as may be pertinent to the Trustee's duties under the Plan.  The Committee is
entitled to rely on such information as is supplied by the Employer and shall
have no duty or responsibility to verify such information.


7.09                 Multiple Signatures - In the event that more than
one person has been duly nominated to serve on the Committee, one signature may
be relied upon by any interested party as conclusive evidence that the Committee
has duly authorized the action therein set forth and as representing the will of
and binding upon the whole Committee.  No person receiving such documents or
written instructions and acting in good faith and in reliance thereon shall be
obliged to ascertain the validity of such action under the terms of this Plan
and Trust.  The Committee shall act by a majority of its members at the time in
office and such action may be taken either by a vote at a meeting or in writing
without a meeting.


7.10                 General Fiduciary Liability - The Employer, its
Board of Directors, the Committee, and any Fiduciary with respect to this Plan,
shall not be liable for any actions taken or omitted by any of them except for
such acts involving gross negligence or willful misconduct of the party to be
charged and except as required by ERISA.


7.11                 Liability Insurance - The Committee may purchase, as
an authorized expense of the Plan, liability insurance for the Plan and/or for
its Fiduciaries to cover liability or losses occurring by reason of the act or
omission of a Fiduciary, providing such insurance contract permits recourse by
an Insurer against the Fiduciary in the case of breach of fiduciary obligation
by such Fiduciary.  Any Fiduciary may purchase on behalf of himself insurance to
protect himself in the event of a breach of fiduciary duty and the Employer may
also purchase insurance to cover the potential liability of one or more persons
who serve in a fiduciary capacity with regard to this Plan.


7.12                 Benefit Claims Procedures - The Committee shall
establish a benefit claims procedure.  Such procedure shall provide for the
filing of claims for benefits, adequate notice in writing to any Participant or
Beneficiary whose claim for benefits has been denied, setting forth the specific
reasons for such denial and written in a manner calculated to be understood by
the Participant, and afford a reasonable opportunity to any Participant whose
claim for benefits has been denied for a full and fair review by the Committee
of the decision denying the claim.  The Committee shall exercise its discretion
in granting or denying claims for benefits and in deciding appeals of denied
claims.


                                                                    SECTION 8

                                                 Amendment, Termination And
Merger


8.01                 Amendment - The Board of Directors of Gibraltar
Steel Corporation of New York shall have the right at any time and from time to
time without the consent of any Participant, Beneficiary or participating
Affiliate to amend, in whole or in part, any or all of the provisions of this
Plan.  However, no such amendment shall authorize or permit any part of the
Trust Fund to be used for or diverted to purposes other than the exclusive
benefit of the Participants or their Beneficiaries or cause or permit any
portion of the Trust Fund to revert to or become the property of the Employer. 
In addition, effective for amendments made after July 30, 1984, no amendment to
the Plan shall be effective to the extent that it has the effect of decreasing a
Participant's Accrued Benefit.  Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted by the
Secretary of Labor under Section 412(c)(8) of the Code.  For purposes of this
paragraph, an amendment which has the effect of (1) eliminating or reducing an
early retirement benefit or a retirement-type subsidy, or (2) eliminating an
optional form of benefit, with respect to benefits attributable to service
before the amendment, shall be treated as reducing Accrued Benefits.  In the
case of a retirement-type subsidy, the preceding sentence shall apply only with
respect to a Participant who satisfies (either before or after the amendment)
the preamendment conditions for the subsidy.  In general, a retirement-type
subsidy is a subsidy that continues after retirement.

If the
vesting schedule contained in Section 6.04 hereof is amended, each Participant's
vested percentage in his Accrued Benefit, determined as of the later of the date
the amendment is adopted or the date the amendment is effective, shall not be
less than such Participant's vested percentage in his Accrued Benefit computed
under the Plan on such date without regard to such amendment.  The above
sentence shall only apply to Employees who are Participants on the date the
amendment is adopted or the date the amendment is effective, whichever is
later.  In addition, each Participant having not less than three (3) Years Of
Service as of the expiration of the election period set forth below is permitted
to irrevocably elect, within the election period, to have his vested percentage
in his Accrued Benefit computed under the Plan without regard to such amendment;
provided, however, no election shall be provided to any such Participant whose
non-forfeitable percentage under the Plan, as amended, at any time cannot be
less than such percentage determined without regard to such amendment.  If a
Participant fails to make such election, then such Participant shall be subject
to the new vesting schedule.  The election period shall commence on the date the
Plan amendment is adopted and shall end on the latest of the following dates:


(a)        The date sixty (60) days after the date the Plan amendment is
adopted;


(b)        The date sixty (60) days after the effective date of the amendment;


(c)        The date sixty (60) days after the Participant is issued written
notice of the amendment by the Committee.

Any
amendment by the Board of Directors of Gibraltar Steel Corporation of New York
will be on behalf of and shall be binding on all of the Employers.


8.02                 Termination - Gibraltar Steel Corporation of New
York by action of its Board of Directors shall have the right at any time to
discontinue its contributions hereunder and to terminate this Plan. Upon
complete discontinuance of contributions, upon complete termination of the Plan,
or upon the occurrence of any event which constitutes a partial termination
pursuant to IRC Section 411(d) (3), whether by action of the Board of Directors
or otherwise, all Participants shall become fully and non-forfeitably vested in
their Accrued Benefit; provided, however, in the case of a partial termination,
full vesting shall only be applicable to that part of the Plan and the
Participants covered thereunder that is terminated.

If the
Participant's Accrued Benefit is being distributed upon termination of this
Plan, if the Plan does not offer an annuity option (purchased from a commercial
provider) and if the Employer or any entity within the same controlled group as
the Employer does not maintain another defined contribution plan (other than an
employee stock ownership plan as defined in IRC Section 4975(e)(7), the
Participant's Accrued Benefit will, without the Participant's consent, be
distributed to the Participant.  However, if any entity within the same
controlled group as the Employer maintains another defined contribution plan
(other than an employee stock ownership plan as defined in IRC Section
4975(e)(7)) then the Participant's Accrued Benefit will be transferred, without
the Participant's consent, to the other plan if the Participant does not consent
to an immediate distribution.


8.03                 Continuation Of Plan By Successor - Unless this Plan
be sooner terminated, a successor to the business of the Employer, by whatever
form or manner resulting, may continue this Plan by executing an appropriate
supplemental agreement.  Such successor shall succeed to all the rights, powers
and duties of the Employer hereunder.


8.04                 Merger - In the case of any merger or consolidation
with, or transfer of assets or liabilities to, any other plan after September 2,
1974, each participant in the plan must (if the Plan then terminated) receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation or transfer (if the Plan had then
terminated).


                                                                    SECTION 9

                                                                   
Miscellaneous


9.01                 No Rights Created By Plan And Trust - Terms Of
Employment Not Affected - Neither the establishment of the Plan or Trust nor
any modification hereof, nor the creation of any fund or account, nor the
payment of any benefits, shall be construed as giving to any Participant,
Beneficiary or other person any legal or equitable right against the Employer or
any officer or Employee thereof, or the Trustee, or the Committee, except as
herein provided.  Under no circumstances shall participation in this Plan by an
Employee constitute a contract of continuing employment or in any manner
obligate the Employer to continue the services of an Employee.


9.02                 Limitation On Employer's And Trustee's Liability;
Necessary Parties To Actions; Judgments Binding - It is expressly understood
and agreed by each Employee who becomes a Participant hereunder, that except for
its or their willful neglect or fraud, and except as required by ERISA, the
Employer, Committee and Trustee shall not be in any way subject to any suit or
litigation, or to any legal liability for any cause or reason or thing
whatsoever, in connection with this Plan or its operation.

In any
action or proceeding involving the Trust Fund or any property constituting part
or all thereof, or the administration thereof, the Employer, the Committee, the
Trustee and such other parties whose participation is required by law shall be
the only necessary parties and no Participant, former Participant, Beneficiary,
Employee or former Employee or any other person having or claiming to have any
interest in the Trust Fund or under the Plan shall be entitled to any notice of
process.  Any final judgment which is not appealed or appealable that may be
entered in any such action or proceeding shall be binding and conclusive on all
the parties hereto, the Committee, the Trustee, and all persons having or
claiming to have any interest in the Trust Fund or under the Plan.


9.03                 Execution of Receipts and Releases - Any payment to
any Participant, or to his legal representative or Beneficiary, in accordance
with the provisions of this Plan, shall to the extent thereof be in full
satisfaction of all claims hereunder against the Plan, and the Committee may
require such Participant, legal representative, or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release therefor in such
form as it shall determine.


9.04                 Benefits Non-Assignable - No benefit which shall be
payable out of the Trust Fund to any person (including a Participant or his
Beneficiary) shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or change and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or change the
same shall be void and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized by the Committee or the
Trustee, except to such extent as may be required by law.

The
provisions of the preceding paragraph shall not apply in the case of a qualified
domestic relations order per IRC Section 414(p).  The Committee shall establish
a written procedure to determine the qualified status of domestic relations
orders and to administer distributions under such orders.  All rights and
benefits, including elections, provided to a Participant in this Plan shall be
subject to the rights afforded to any alternate payee under a qualified domestic
relations order.  Furthermore, a distribution to an alternate payee shall be
permitted if such distribution is authorized by a qualified domestic relations
order, even if the affected Participant has not separated from service and has
not reached the earliest retirement age under the Plan.  For the purposes of
this Section, alternate payee, qualified domestic relations order and earliest
retirement age shall have the meaning set forth under IRC Section 414(p).


9.05                 Service With Predecessor Employer - If this Plan is
a plan of a predecessor employer, service with such employer will be treated as
service for the Employer.


9.06                 Construed Under Applicable Federal Law And New York Law -
This Plan shall be construed according to applicable Federal Law and the laws of
the State of New York and all provisions hereof shall be administered according
to such laws.


9.07                 Masculine Gender To Include Feminine - Singular To
Include Plural - Wherever any words are used herein in the masculine gender
they shall be construed as though they were also used in the feminine gender in
all cases where they would so apply, and wherever any words are used herein in
the singular form, they shall be construed as thou form in all cases where they
would so apply.


9.08                 Heading No Part Of Plan - Heading of sections and
subsections of this instrument are inserted for convenience of reference only. 
They constitute no part of this Plan and are not to be considered in the
construction hereof.


9.09                 Counterparts - This instrument may be executed in
several counterparts, each of which shall be deemed an original, and said
counterparts shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.


9.10                 Adoption By Other Employers - With the consent of
the Employer, any Affiliate may adopt this Plan and its provisions, as contained
herein and as may be from time to time amended, and participate herein and be
known as an Employer, by a properly executed document evidencing said intent and
will of such participating Employer.

Each
participating Employer shall be deemed to be a part of this Plan; provided,
however, that with respect to all of its relations with the Trustee and
Committee for the purpose of this Plan, each participating Employer shall be
deemed to have designated irrevocably Gibraltar Steel Corporation of New York as
its agent.  In addition, the Committee shall have authority to make any and all
necessary rules or regulations, binding upon all participating Employers and all
Participants, to effectuate the purpose of this Plan.

It is
anticipated that an Employee may be transferred between participating Employers,
and in the event of any such transfer, the Employee involved shall carry with
him his accumulated service and eligibility.  No such transfer shall effect a
termination of employment hereunder, and the participating Employer to which the
Employee is transferred shall thereupon become obligated hereunder with respect
to such Employee in the same manner as was the participating Employer from whom
the Employee was transferred.


                                                                   SECTION
10

                                                             Top Heavy
Provisions


10.01               Applicability - In any Top Heavy Plan Year as defined
in Section 10.02 hereof, special benefit accrual requirements shall become
applicable.  These special requirements are contained in Section 4.02(b) of the
Plan.


10.02               Top Heavy Plan Year - "Top Heavy Plan Year" means a
Plan Year commencing after December 31, 1983 in which, any of the following
conditions exists:


(a)        If the top-heavy ratio for this Plan exceeds 60 percent and this Plan
is not part of any Required Aggregation Group or Permissive Aggregation Group of
plans.


(b)        If this Plan is a part of a Required Aggregation Group of plans but
not part of a Permissive Aggregation Group and the top-heavy ratio for the group
of plans exceeds 60 percent.


(c)        If this Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of plans and the top-heavy ratio for the Permissive
Aggregation Group exceeds 60 percent.


10.03               Super Top Heavy Plan Year - "Super Top Heavy Plan
Year" means a Plan Year commencing after December 31, 1983 in which any of the
conditions set forth in Section 10.02 exists when substituting 90% in place of
60% wherever it appears in Section 10.02.


10.04               Key Employee - "Key Employee" means any Employee or
former Employee (including any deceased Employee) who at any time during the
Plan Year that includes the Determination Date was an officer of the Employer
having annual compensation greater than $130,000 (as adjusted under IRC Section
416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner
of the Employer, or a 1-percent owner of the Employer having annual compensation
of more than $150,000.  For this purpose, annual compensation means compensation
within the meaning of IRC Section 415(c)(3).  The determination of who is a Key
Employee will be made in accordance with IRC Section 416(i)(1) and the
applicable regulations and other guidance of general applicability issued
thereunder.


10.05               Top-Heavy Ratio - Top-heavy ratio means:


(a)        If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the Employer has not
maintained any defined benefit plan which during the 5-year period ending on the
determination date(s) has or has had accrued benefits, the top-heavy ratio for
this Plan alone or for the Required or Permissive Aggregation Group as
appropriate is a fraction, the numerator of which is the sum of the account
balances of all Key Employees as of the determination date(s) (including any
part of any account balance distributed in the 5-year period ending on the
determination date(s)), and the denominator of which is the sum of all account
balances (including any part of any account balance distributed in the 5-year
period ending on the determination date(s)), both computed in accordance with
IRC Section 416 and the regulations thereunder.  Both the numerator and
denominator of the top-heavy ratio are increased to reflect any contribution not
actually made as of the determination date, but which is required to be taken
into account on that date under IRC Section 416 and the regulations thereunder.


(b)        If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the Employer maintains or
has maintained one or more defined benefit plans which during the 5-year period
ending on the determination date(s) has or has had any accrued benefits, the
top-heavy ratio for any Required or Permissive Aggregation Group as appropriate
is a fraction, the numerator of which is the sum of account balances under the
aggregated defined contribution plan or plans for all Key Employees, determined
in accordance with (a) above, and the present value of accrued benefits under
the aggregated defined benefit plan or plans for all Key Employees as of the
determination date(s), and the denominator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all
Participants, determined in accordance with (a) above and the present value of
accrued benefits under the defined benefit plan or plans for all Participants as
of the determination date(s), all determined in accordance with IRC Section 416
and the regulations thereunder.  The accrued benefits under a defined benefit
plan in both the numerator and denominator of the top-heavy ratio are increased
for any distribution of an accrued benefit made in the five-year period ending
on the determination date.


(c)        For purposes of (a) and (b) above the value of account balances and
the present value of accrued benefits will be determined as of the most recent
valuation date that falls within or ends with the 12-month period ending on the
determination date, except as provided in IRC Section 416 and the regulations
thereunder for the first and second plan years of a defined benefit plan.  The
account balances and accrued benefits of a Participant (1) who is not a Key
Employee but who was a Key Employee in a prior year, or (2) who has not been
credited with at least one hour of service with any Employer maintaining the
Plan at any time during the 5-year period ending on the determination date will
be disregarded.  The calculation of the top-heavy ratio, and the extent to which
distributions, rollovers, and transfers are taken into account will be made in
accordance with IRC Section 416 and the regulations thereunder.  Deductible
employee contributions will not be taken into account for purposes of computing
the top-heavy ratio.  When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the determination dates
that fall within the same calendar year.

The accrued
benefit of a participant other than a Key Employee shall be determined under (1)
the method, if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer, or (2) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of IRC Section 411(b)(1)(C).

Present
value shall be based on the interest and mortality assumptions specified in the
defined benefit plan for top-heavy purposes.


(d)        Notwithstanding any inconsistent provisions of (c) above, effective
January 1, 2002, the following shall apply for purposes of determining the
present values of accrued benefits and the amounts of account balances of
Employees as of the Determination Date.


(i)         Distributions during year ending on the Determination Date.  The
present values of accrued benefits and the amounts of account balances of an
Employee as of the Determination Date shall be increased by the distributions
made with respect to the Employee under the Plan and any plan aggregated with
the Plan under IRC Section 416(g)(2) during the 1-year period ending on the
Determination Date.  The preceding sentence shall also apply to distributions
under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under IRC Section 416(g)(2)(A)(i).  In the case of a
distribution made for a reason other than separation from service, death, or
disability, this provision shall be applied by substituting "5-year period" for
"1-year period."


(ii)        Employees not performing services during year ending on the
Determination Date.  The accrued benefits and accounts of any individual who has
not performed services for the Employer during the 1-year period ending on the
Determination Date shall not be taken into account.


10.06               Determination Date - "Determination Date" means the
last day of the preceding Plan Year or, in the case of the first Plan Year, the
last day of such Plan Year.


10.07               Required Aggregation Group - "Required Aggregation
Group" means a group of plans maintained by the Employer or any organization
aggregated with the Employer under IRC Section 414(b), (c) or (m) which includes
each plan in which a Key Employee participates or participated at any time
during the determination period (regardless of whether the plan has terminated)
or which enables any plan in which a Key Employee participates to meet the
minimum participation standards of IRC Section 401(a)(4) or Section 410.


10.08               Permissive Aggregation Group - "Permissive
Aggregation Group" means the plans which are members of the Required Aggregation
Group plus one or more plans of the Employer which are not members of the
Required Aggregation Group but which satisfy the minimum participation standards
of IRC Section 410 and Section 401(a)(4) when considered together with the
Required Aggregation Group.


10.09               Non-Top Heavy Plan Year means any Plan Year Plan in
which the requirements for a Top Heavy Year are not satisfied.

IN WITNESS
WHEREOF, the Employer has caused this instrument to be executed in its name and
attested to by its corporate officers thereunto duly authorized as of this 23rd
day of September, 2004.

 

GIBRALTAR
STEEL CORPORATION
OF NEW YORK

By:      
/s/ Brian K. Lipke                                 

Attest:

/s/  Henning Kornbrekke                      


	
    

    APPENDIX A

    

    PARTICIPATING AFFILIATED COMPANIES

	
    

     
	
    

     

	
    

     
	
    
           
    Effective Date

	
    

     
	
    

     

	
    

    Gibraltar Strip Steel, Inc
	
    

               

   01/01/96

	
    

     
	
    

     

	
    

    Carolina Commercial Heat Treating, Inc. (including service completed on
    April 30, 1997 with Specialty Heat Treating, Inc. by Carolina Commercial
    Heat Treating, Inc. employees)
	
    

                01/01/97

	
    

     
	
    

     

	
    

    Wm. R. Hubbell Steel Corporation
	
    

               
    07/01/97

	
    

     
	
    

     

	
    

    Southeastern Metals Manufacturing Company, Inc.
	
    

               
   01/01/98

	
    

     
	
    

     

	
    

    Solar Group, Inc. (to employees who are employees of Solar Group, Inc. on
    March 1998)
	
    

               
   03/01/98

	
    

     
	
    

     

	
    

    Appleton Supply Co., Inc. (to employees of that Company on
    July 1, 1999)
	
    

               
   07/01/99

	
    

     
	
    

     

	
    

    Harbor Metal Treating Company (to employees of that Company on
   October 1, 1999)
	
    

               
   10/01/99

	
    

     
	
    

     

	
    

    Harbor Metal Treating Company of Indiana, Inc. (to employees of that Company
    on
   October 1, 1999)
	
    

               
    10/01/99

	
    

     
	
    

     

	
    

    K&W Metal Fabricators (to employees of that Company on
   October 1, 1999)
	
    

               
    10/01/99

	
    

     
	
    

     

	
    

    United Steel Products Company (to employees of that Company on
   January 1, 2000)
	
    

               
    01/01/00

	
    

     
	
    

     

	
    

    Hi-Temp Heat Treating, Inc. (to employees of that Company on
    July 1, 2000)
	
    

               
    07/01/00

	
    

     
	
    

     

	
    

    Brazing Concepts Company (to employees of that Company on
   November 1, 1999)
	
    

               
   07/01/01

	
    

     
	
    

     

	
    

    Milcor, Inc. (to employees of that Company on
    January 1, 2002)
	
    

               
   01/01/02

	
    

     
	
    

     

	
    

    Pennsylvania Industrial Heat Treaters, Inc. (to employees of that Company on

    July 1, 2002)
	
    

               
    07/01/02

	
    

     
	
    

     

	
    

    Solar of Michigan, Inc. (to employees of that Company on
    October 1, 2002)
	
    

               
    10/01/02

	
    

     
	
    

     

	
    

    Construction Metals, Inc. (to employees of that Company on
    4/1/2003)
	
    

               
    05/01/03

	
    

     
	
    

     

	
    

    Air Vent, Inc. (to employees of that Company on
   5/1/03)
	
    

               
    06/01/03

	
    

     
	
    

     

	
    

    SCM Metal Products, Inc. (to employees of that Company on
    6/1/04)
	
    

               
    06/01/04

	
    

     
	
    

     

	
    

    B&W of Michigan, Inc. (to employees of that Company on
    6/1/04)
	
    

               
    06/01/04





Service with the above organizations will be recognized for Plan eligibility
purposes, subject to the modification as set forth next to the organization's
name.


 



GIBRALTAR 401(k) PLAN



First Amendment to


Amendment and Restatement Effective October 1, 2004



            
WHEREAS, Gibraltar
Steel Corporation of New York, a New York corporation having its principal place
of business at Buffalo, New York, (the "Employer") and certain of its affiliated
companies maintain a 401(k) plan, known as the Gibraltar 401(k) Plan, (the
"Plan");


            WHEREAS, pursuant to the terms of the Plan, the Employer on its own
behalf and on behalf of the affiliated companies participating in the Plan now
desires to amend said Plan effective January 1, 2005 to allow Portals Plus,
Incorporated to become a participating Affiliate under the Plan, to make changes
that are required in light of the merger of the Roof Products & Systems Co. and
Portals Plus, Inc. 401(k) Profit Sharing Plan into the Plan and to extend the
Plan to all employees, other than collectively bargained employees, of
Construction Metals, Inc.;


            NOW, THEREFORE, the Employer hereby amends said Plan effective
January 1, 2005 as follows:


            1.         Subsection (d) where it first appears in Section 2.01 is
hereby amended to read as

follows:


                        "(d)      Employees of an Affiliate that does not
participate in this Plan."


            2.         Section 6.07 is hereby amended by the addition thereto of
the following Section

6.07(e):



"6.07(e)            Normal Form of Benefit for Portals Plus Participants
- The provisions set

forth in Sections 6.07(a) through 6.07(d) above shall apply to any Participant
who was a Participant in the Roof Products & Systems Co. and Portals Plus, Inc.
401(k) Profit Sharing Plan with the following modifications:



                                    (1)        If a Participant is married on
the first day of the first period for which an amount is payable as an annuity
(the annuity starting date), his benefit shall be paid in the form of a
qualified joint and survivor annuity, unless the Participant elects not to
receive his benefit in such form or elects one of the other options contained in
Section 6.07(a) hereof;



                                    (2)        If a Participant is not married
on his annuity starting date, his benefit shall be paid in the form of a life
annuity, unless the Participant elects not to receive his benefit in such form
or elects one or the other options contained in Section 6.07(a) hereof; and



                                    (3)        The methods of distribution of
benefits provided under Section 6.07(a) (2) and (3) and the provisions of
Sections 6.07(b) through 6.07(d) and this Section 6.07(e) shall no longer apply
to any Participant whose annuity starting date is after the earlier of (i) the
90th day after the date the
Participant has been furnished a summary that reflects the elimination of the
optional forms of benefits set forth in Sections 6.07(a)(2) and (3) and the
above provisions contained in (1) and (2) of this Section 6.07(e) or (ii)
January 1, 2007, which is the first day of the second Plan Year following the
Plan Year during which those methods of distribution of benefits are being
eliminated."



            3.         Appendix A entitled "Participating Affiliated Companies"
is hereby amended as reflected in the Appendix A attached to this First
Amendment To Amendment and Restatement Effective October 1, 2004.


            IN WITNESS WHEREOF, the Employer has caused this instrument to be
executed in its name and attested by its Corporate officers thereunto duly
authorized as of this 18 day of November, 2004.



                                                                       
GIBRALTAR STEEL CORPORATION OF
NEW
YORK




                                                

                        By:       /s/ David W.
Kay                                             



ATTEST:



/s/ Ellen Green                                      

	
    

    APPENDIX A

    

    PARTICIPATING AFFILIATED COMPANIES

	
    

     
	
    

     

	
    

     
	
    
           
    Effective Date

	
    

     
	
    

     

	
    

    Gibraltar Strip Steel, Inc
	
    

               
    01/01/96

	
    

     
	
    

     

	
    

    Carolina Commercial Heat Treating, Inc. (including service completed on
    April 30, 1997 with Specialty Heat Treating, Inc. by Carolina Commercial
    Heat Treating, Inc. employees)
	
    

                01/01/97

	
    

     
	
    

     

	
    

    Wm. R. Hubbell Steel Corporation
	
    

               
    07/01/97

	
    

     
	
    

     

	
    

    Southeastern Metals Manufacturing Company, Inc.
	
    

               
  01/01/98

	
    

     
	
    

     

	
    

    Solar Group, Inc. (to employees who are employees of Solar Group, Inc. on
    March 1998)
	
    

               
   03/01/98

	
    

     
	
    

     

	
    

    Appleton Supply Co., Inc. (to employees of that Company on
    July 1, 1999)
	
    

               
    07/01/99

	
    

     
	
    

     

	
    

    Harbor Metal Treating Company (to employees of that Company on
    October 1, 1999)
	
    

               
    10/01/99

	
    

     
	
    

     

	
    

    Harbor Metal Treating Company of Indiana, Inc. (to employees of that Company
    on
    October 1, 1999)
	
    

               
   10/01/99

	
    

     
	
    

     

	
    

    K&W Metal Fabricators (to employees of that Company on
   October 1, 1999)
	
    

               
    10/01/99

	
    

     
	
    

     

	
    

    United Steel Products Company (to employees of that Company on
   January 1, 2000)
	
    

               
  01/01/00

	
    

     
	
    

     

	
    

    Hi-Temp Heat Treating, Inc. (to employees of that Company on
   July 1, 2000)
	
    

               
    07/01/00

	
    

     
	
    

     

	
    

    Brazing Concepts Company (to employees of that Company on
   November 1, 1999)
	
    

               
    07/01/01

	
    

     
	
    

     

	
    

    Milcor, Inc. (to employees of that Company on
    January 1, 2002)
	
    

               
   01/01/02

	
    

     
	
    

     

	
    

    Pennsylvania Industrial Heat Treaters, Inc. (to employees of that Company on

    July 1, 2002)
	
    

               
    07/01/02

	
    

     
	
    

     

	
    

    Solar of Michigan, Inc. (to employees of that Company on
    October 1, 2002)
	
    

               
   10/01/02

	
    

     
	
    

     

	
    

    Construction Metals, Inc. (to employees of that Company on
    4/1/2003)
	
    

               
   05/01/03

	
    

     
	
    

     

	
    

    Air Vent, Inc. (to employees of that Company on
  5/1/03)
	
    

               
  06/01/03

	
    

     
	
    

     

	
    

    SCM Metal Products, Inc. (to employees of that Company on
    6/1/04)
	
    

               
  06/01/04

	
    

     
	
    

     

	
    

    B&W of Michigan, Inc. (to employees of that Company on
   6/1/04)
	
    

               
    06/01/04



Service with the above
organizations will be recognized for Plan eligibility purposes,  subject to the
modification as set forth next to the organization's name.


 



GIBRALTAR 401(k) PLAN



Second Amendment to


Amendment and Restatement Effective October 1, 2004



            
WHEREAS, Gibraltar
Steel Corporation of New York, a New York corporation having its principal place
of business at Buffalo, New York, (the "Employer") and certain of its affiliated
companies maintain a 401(k) plan, known as the Gibraltar 401(k) Plan, (the
"Plan");


            WHEREAS, pursuant to the terms of the Plan, the Employer on its own
behalf and on behalf of the affiliated companies participating in the Plan now
desires to amend said Plan effective April 1, 2004 to allow GIT Limited to
become a participating Affiliate under the Plan; 


            NOW, THEREFORE, the Employer hereby amends said Plan effective April
1, 2004 as follows:

     1.        
Appendix A entitled "Participating Affiliated Companies" is hereby amended as
reflected in the Appendix A attached to this Second Amendment To Amendment and
Restatement Effective October 1, 2004.

           
IN WITNESS WHEREOF, the Employer has caused this instrument to be executed in
its name and attested by its Corporate officers thereunto duly authorized as of
this 21 day of  December, 2004.



                                                                       
GIBRALTAR STEEL CORPORATION OF NEW YORK




                                                

                       
By:       /s/ David W.
Kay                                             



ATTEST:





/s/ Ellen Green                                      

	
    
    APPENDIX A

    PARTICIPATING AFFILIATED COMPANIES

	
    
     
	
    
     

	
    
     
	
            Effective Date

	
    
     
	
    
     

	
    Gibraltar Strip Steel, Inc
	
                01/01/96

	
     
	
     

	
    Carolina Commercial Heat
    Treating, Inc. (including service completed on April 30, 1997 with Specialty
    Heat Treating, Inc. by Carolina Commercial Heat Treating, Inc. employees)
	
                01/01/97

	
     
	
     

	
    Wm. R. Hubbell Steel Corporation
	
                07/01/97

	
     
	
     

	
    Southeastern Metals
    Manufacturing Company, Inc.
	
                01/01/98

	
     
	
     

	
    Solar Group, Inc. (to employees
    who are employees of Solar Group, Inc. on March 1998)
	
                03/01/98

	
     
	
     

	
    Appleton Supply Co., Inc. (to
    employees of that Company on July 1, 1999)
	
                07/01/99

	
     
	
     

	
    Harbor Metal Treating Company
    (to employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    Harbor Metal Treating Company of
    Indiana, Inc. (to employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    K&W Metal Fabricators (to
    employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    United Steel Products Company
    (to employees of that Company on January 1, 2000)
	
                01/01/00

	
     
	
     

	
    Hi-Temp Heat Treating, Inc. (to
    employees of that Company on July 1, 2000)
	
                07/01/00

	
     
	
     

	
    Brazing Concepts Company (to
    employees of that Company on November 1, 1999)
	
                07/01/01

	
     
	
     

	
    Milcor, Inc. (to employees of
    that Company on January 1, 2002)
	
                01/01/02

	
     
	
     

	
    Pennsylvania Industrial Heat
    Treaters, Inc. (to employees of that Company on July 1, 2002)
	
                07/01/02

	
     
	
     

	
    Solar of Michigan, Inc. (to
    employees of that Company on October 1, 2002)
	
                10/01/02

	
     
	
     

	
    Construction Metals, Inc. (to
    employees of that Company on 4/1/2003)
	
                05/01/03

	
     
	
     

	
    Air Vent, Inc. (to employees of
    that Company on 5/1/03)
	
                06/01/03

	
     
	
     

	
    SCM Metal Products, Inc. (to
    employees of that Company on 6/1/04)
	
                06/01/04

	
     
	
     

	
    B&W of Michigan, Inc. (to
    employees of that Company on 6/1/04)
	
                06/01/04

	
     
	
     

	
    Portals Plus, Incorporated (to employees of that Company
    on 1/1/2005, including prior service with the companies that maintained the
    Roof Products & Systems Co. and Portals Plus, Inc. 401(k) Profit Sharing
    Plan prior to 8/13/04)
	
                01/01/05

	
     
	
     

	
    GIT Limited
	
                04/01/04



Service with the above organizations will be recognized for
Plan eligibility purposes,  subject to the modification as set forth next to the
organization's name.


 

GIBRALTAR 401(k)
PLAN

Third Amendment to

Amendment and
Restatement Effective October 1, 2004


WHEREAS, Gibraltar Steel Corporation of New York, a New York corporation having
its principal place of business at Buffalo, New York, (the "Employer") and
certain of its affiliated companies maintain a 401(k) plan, known as the
Gibraltar 401(k) Plan, (the "Plan");

            WHEREAS, pursuant to the terms of the Plan, the Employer on its own behalf
and on behalf of the affiliated companies participating in the Plan amended said
Plan effective January 1, 2005 by a First Amendment to Amendment and Restatement
Effective October 1, 2004 signed November 18, 2004 to allow Portals Plus,
Incorporated to become a Participating Affiliate under the Plan and to make
changes that were required in light of an approved merger of the Roof Products &
Systems Co. and Portals Plus, Inc. 401(k) Profit Sharing Plan into the Plan;

            WHEREAS, pursuant to Section 8.01 of the Plan, the Board of Directors of
the Employer by Written Consent Without a Meeting dated December 13, 2004
amended the Plan to revoke Portals Plus, Incorporated becoming a Participating
Affiliate under the Plan effective January 1, 2005 and revoking its approval of
the merger of the Roof Products & Systems Co. and Portals Plus, Inc. 401(k)
Profit Sharing Plan into the Plan effective January 1, 2005; and

            WHEREAS, the Employer now desires to codify such amendment by this Third
Amendment to Amendment and Restatement Effective October 1, 2004;

            NOW, THEREFORE, the Employer hereby amends said Plan effective January 1,
2005 as follows:

           
1.          Section 6.07(e) as added by the First Amendment to Amendment and
Restatement Effective October 1, 2004 is hereby deleted.

           
2.         Appendix A entitled "Participating Affiliated Companies" is hereby
amended as reflected in the Appendix A
attached to this Third Amendment To Amendment and Restatement Effective October
1, 2004.

           
IN WITNESS WHEREOF, the Employer has caused this instrument to be executed in
its name and attested by its Corporate officers thereunto duly authorized as of
this 14 day of January, 2005.


GIBRALTAR STEEL CORPORATION OF NEW YORK

By:       /s/ David W.
Kay                                             

ATTEST:





/s/ Ellen Green                                      

	
    
    APPENDIX A

    PARTICIPATING AFFILIATED COMPANIES

	
    
     
	
    
     

	
    
     
	
            Effective Date

	
    
     
	
    
     

	
    Gibraltar Strip Steel, Inc
	
                01/01/96

	
     
	
     

	
    Carolina Commercial Heat
    Treating, Inc. (including service completed on April 30, 1997 with Specialty
    Heat Treating, Inc. by Carolina Commercial Heat Treating, Inc. employees)
	
                01/01/97

	
     
	
     

	
    Wm. R. Hubbell Steel Corporation
	
                07/01/97

	
     
	
     

	
    Southeastern Metals
    Manufacturing Company, Inc.
	
                01/01/98

	
     
	
     

	
    Solar Group, Inc. (to employees
    who are employees of Solar Group, Inc. on March 1998)
	
                03/01/98

	
     
	
     

	
    Appleton Supply Co., Inc. (to
    employees of that Company on July 1, 1999)
	
                07/01/99

	
     
	
     

	
    Harbor Metal Treating Company
    (to employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    Harbor Metal Treating Company of
    Indiana, Inc. (to employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    K&W Metal Fabricators (to
    employees of that Company on October 1, 1999)
	
                10/01/99

	
     
	
     

	
    United Steel Products Company
    (to employees of that Company on January 1, 2000)
	
                01/01/00

	
     
	
     

	
    Hi-Temp Heat Treating, Inc. (to
    employees of that Company on July 1, 2000)
	
                07/01/00

	
     
	
     

	
    Brazing Concepts Company (to
    employees of that Company on November 1, 1999)
	
                07/01/01

	
     
	
     

	
    Milcor, Inc. (to employees of
    that Company on January 1, 2002)
	
                01/01/02

	
     
	
     

	
    Pennsylvania Industrial Heat
    Treaters, Inc. (to employees of that Company on July 1, 2002)
	
                07/01/02

	
     
	
     

	
    Solar of Michigan, Inc. (to
    employees of that Company on October 1, 2002)
	
                10/01/02

	
     
	
     

	
    Construction Metals, Inc. (to
    employees of that Company on 4/1/2003)
	
                05/01/03

	
     
	
     

	
    Air Vent, Inc. (to employees of
    that Company on 5/1/03)
	
                06/01/03

	
     
	
     

	
    SCM Metal Products, Inc. (to
    employees of that Company on 6/1/04)
	
                06/01/04

	
     
	
     

	
    B&W of Michigan, Inc. (to
    employees of that Company on 6/1/04)
	
                06/01/04

	
     
	
     

	
    GIT Limited
	
                04/01/04



Service with the above
organizations will be recognized for Plan eligibility purposes, subject to the
modification as set forth next to the organization's name.