Amendment and Restatement of Management Stock Purchase Plan

On June 27, 2012 the registrant amended and restated the Gibraltar Industries, Inc. Management Stock Purchase Plan (the "MSPP") to permit participants to elect to have amounts attributable to compensation, which would be payable at any time after January 1, 2013 but whose receipt has been deferred as permitted by the MSPP, paid as follows:

a. Termination other than due to death - in one lump sum, or in 5 or 10 consecutive annual installments. The lump sum or first installment shall be paid in the first calendar month occurring 6 months following termination and subsequent installments shall be paid in each January thereafter, or

b. Termination due to death - in one lump sum, or in 5 or 10 consecutive annual installments. The lump sum or first installment shall be paid in the first calendar month occurring after 90 days following death and subsequent installments shall be paid in each January thereafter.

The foregoing description of the terms and conditions of the amendment of the MSPP is qualified in its entirety by reference to the terms and conditions of that Fourth Amendment and Restatement of the MSPP, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

(d) Exhibits:

Exhibit No.                                  Description

10.1              Fourth Amendment and Restatement of the Gibraltar Industries,
                  Inc. Management Stock Purchase Plan, dated June 27, 2012.