GIBRALTAR INDUSTRIES, INC. — Director's Dealing 2010

Jan 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIBRALTAR INDUSTRIES, INC. (ROCK)
CIK: 0000912562
Period of Report: 2010-01-05

Reporting Person: Murray Paul (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-05	Common Stock	A	507	$17.76	Acquired	4717	Direct
2010-01-05	Restricted Stock Unit (LTIP 01/05/2009)	D	846	$17.76	Disposed	2541	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Stock Unit (LTIP 01/02/2008)	1302	Direct
Restricted Stock Unit (LTIP 01/04/2010)	3719	Direct
Restricted Stock Unit (LTIP 03/01/2006)	478	Direct
Restricted Stock Unit (LTIP 04/27/2007)	1010	Direct
Common Stock	1534.84	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$21.33	2015-04-06	Common Stock (0)	536	Direct
Performance Units	$		Common Stock (45)	45	Direct
Restricted Stock Unit (MSPP Match)	$		Common Stock (5468.61)	5468.61	Direct
Restricted Stock Unit (MSPP)	$		Common Stock (5468.61)	5468.61	Direct

Footnotes

F1: Represents the conversion of restricted stock units previously awarded to the Reporting Person upon the vesting of such restricted stock units. The Company retained 339 of the 846 shares of common stock issuable to the Reporting Person in satisfaction of the Reporting Person's individual minimum statutory tax withholding obligation at a price per share determined as of the vesting date.

F2: Represents the conversion of restricted stock units previously awarded to the Reporting Person upon the vesting of such restricted stock units.

F3: Represents restricted stock units awarded as part of Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable solely in shares of common stock of the Company on each anniversary of the January 2, 2008 award date.

F4: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of the total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the January 4, 2010 award date.

F5: Represents restricted stock units awarded as part of Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable solely in shares of common stock of the Company on each anniversary of the March 1, 2006 award date.

F6: Represents restricted stock units awarded as part of the Company's Long Term Incentive Plan. Twenty-five percent (25%) of total units awarded vest and are payable, solely in shares of common stock of the Company, on each anniversary of the April 27, 2007 award date.

F7: Represents the number of units held by the reporting person in the unitized stock fund of the Company's 401(k) Savings Plan. The unitized stock fund consists of stock of the Company and cash and other short term investments. The number of shares of stock represented by each unit fluctuates depending on the ratio of the number of shares of stock of the Company in the fund to other investments. The number of shares represented by each unit cannot be precisely determined.

F8: Represents an option to purchase shares of common stock of the Company awarded to the Reporting Person pursuant to the Company's 2005 Equity Incentive Plan.

F9: Performance Units are paid at the end of the three (3) consecutive calendar year performance period established under the award or, if earlier, upon death, disability or retirement. Performance Units are forfeited if employment is terminated before the end of the three (3) consecutive calender year performance period for reasons other than death, disability or retirement. Performance Units are payable solely in cash in an amount equal to the ninety (90) day trailing average price of one (1) share of the Company's common stock determined as of the end of the three (3) consecutive calendar year performance or, if applicable, death, disability or retirement.

F10: Represents Performance Units which will be awarded to the Reporting Person under the Company's Equity Stock Incentive Plan upon achievement of the targeted total shareholder return for each of three (3) consecutive calendar years. The maximum number of Performance Units which may be earned is two hundred percent (200%) of the Performance Units awarded for target level performance and the minimum number of Performance Units which may be earned is zero (0) Performance Units.

F11: Represents restricted stock units allocated to the Reporting Person pursuant to the Company's Management Stock Purchase Plan to match restricted stock units allocated through deferral by Reporting Person of a portion of annual incentive compensation award.

F12: Restricted stock units are forfeited if employment is terminated prior to age sixty (60). If employment continues through age sixty (60), restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated.

F13: Represents restricted stock units allocated to Reporting Person pursuant to the Company's Management Stock Purchase Plan reflecting Reporting Person's deferral of a portion of his annual incentive compensation award.

F14: Restricted stock units are payable solely in cash in five (5) consecutive, substantially equal annual installments beginning six (6) months following termination of employment. Each restricted stock unit is converted to cash in an amount equal to the fair market value (200 day rolling average) of one share of the Company's common stock on the date the Reporting Person's employment is terminated.