GIBRALTAR DEFERRED COMPENSATION PLAN Plan Effective August 1, 2004 As Amended and Restated Effective January 1, 2009

Exhibit 10.2

GIBRALTAR DEFERRED COMPENSATION PLAN

Plan Effective August 1, 2004
As Amended and Restated Effective January 1, 2009

PREAMBLE

This Gibraltar Deferred Compensation Plan, formerly known as the “Air Vent Deferred Compensation Plan” (the “Plan”) was established effective August 1, 2004 to provide certain employees of Gibraltar Steel Corporation of New York (the “Company”) and its Affiliates the opportunity to defer receipt of taxable compensation and to provide for the notional investment of the compensation deferred.

The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(3) and 401(a) (1) of Title I of ERISA.

Except as otherwise provided herein, this amendment and restatement of the Plan, which is effective January 1, 2009, is intended to comply with final regulations promulgated under Internal Revenue Code (“Code”) Section 409A

This amendment and restatement of the Plan also provides for the merger into the Plan of the Gibraltar 401(k) Restoration Plan.

SECTION 1. DEFINITIONS. The following capitalized words and phrases shall have the following meanings in the Plan unless a different meaning is clearly required by the context:

      1.1. “Account” means an account maintained on the books of the Company or its designee to record a Participant’s entitlement to future payments under the Plan. Accounts are record keeping devices only and do not reflect a segregation of funds.

      1.2. “Account Balance” means the total amount of Employee Deferrals, Employer Contributions and Notional Earnings credited to a Participant’s Accounts at any given time.

      1.3. “Affiliate” means an entity that is related to the Company within the meaning of Code Section 414(b) or 414(c) (Gibraltar Industries, Inc. and entities subject to 80% or greater control by Gibraltar Industries, Inc.). An entity is an “Affiliate” only during the time that it is related to the Company within the meaning of Code Section 414(b) or 414(c)

      1.4. “Beneficiary” means a beneficiary designated by a Participant in accordance with Section 8 to receive the Participant’s Account Balance in the event the Participant dies before his Account has been fully distributed.

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      1.5. “Bonus” means compensation that is normally payable to a Participant in a single sum in the calendar year following the Service Year in which it was earned and is paid under an arrangement determined by the Committee to constitute a bonus arrangement.

      1.6. “Code” means the Internal Revenue Code of 1986 as amended.

      1.7. “Committee” means the Committee appointed by the Board of Directors of the Company, or its designee, that administers the Plan in accordance with Section 12.

      1.8. “Company” means Gibraltar Steel Corporation of New York.

      1.9. “Deferral Election” means an election filed with the Committee by a Participant in accordance with Section 3 to defer payment of a portion of Regular Compensation and/or Bonus earned with respect to services performed by the Participant during a given Service Year.

      1.10. “Employee Deferral” means the portion of Regular Compensation and/or Bonus that is deferred under the Plan pursuant to a Participant’s Deferral Election.

      1.11. “Employee Deferral Account” means an Account maintained on the books of the Company or its designee to record the Employee Deferrals and Notional Earnings thereon of a Participant. An Employee Deferral Account may have such subaccounts as the Committee determines to be necessary or convenient.

      1.12. “Employer” means the Company and each entity that on the date of reference is an Affiliate.

      1.13. “Employer Contribution” means a contribution deemed to be made under the Plan by the Employer on behalf of an employee that does not result from an Employee Deferral.

      1.14. “Employer Contribution Account” means an Account maintained on the books of the Company or its designee to record Employer Contributions and Notional Earnings thereon. An Employer Contribution Account may have such sub-accounts as the Committee determines to be necessary or convenient.

      1.15. “ERISA” means the Employee Retirement Income Security Act of 1974 as amended.

      1.16. “Irrevocable Date” means the date on which a Participant’s Deferral Election becomes irrevocable. The Irrevocable Date for a Deferral Election made in the calendar year preceding the relevant Service Year is the December 31st preceding the relevant Service Year. The Irrevocable Date for a Deferral Election made by a Newly Eligible Employee during the calendar year that is the relevant Service Year is date on which the Deferral Election form is completed, signed and returned to the Committee.

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      1.17. “Newly Eligible Employee” means an employee who becomes eligible to participate in the Plan during a given Service Year and who was not eligible to participate in the Plan or in any other nonqualifled deferred compensation plan sponsored by the Company or an Affiliate that is described in Treas. Reg. §1.409AI(c)(2)(A) (account balance plans permitting employee elective deferrals) during the 24 month period ending on the day before the day on which the employee becomes eligible to participate in this Plan (other than the accrual of earnings).

      1.18. “Notional Earnings” means the hypothetical income, gain and/or loss deemed earned by a Participant’s Accounts which are deemed to be invested in one or more Notional Funds as provided in Section 5. Notional Earnings shall reflect any fees or expenses that would be imposed by or in connection with the real investment fund that serves as the basis for the Notional Fund to the same extent as if monies had actually been invested in such real investment fund.

      1.19. “Notional Fund” means a deemed investment fund that returns Notional Earnings equal to the real income, gain or loss returned by a real investment fund, consisting of one or more stocks, bonds, mutual funds or other publicly traded securities, which is tracked by the Notional Fund.

      1.20. “Participant” means an employee of the Company or an Affiliate who has become eligible to participate in the Plan in accordance with Section 2, and includes a former Participant whose Account Balance has not been completely paid from the Plan. The term “Participant” also includes an individual who has a Restoration Plan Account, regardless of whether such individual has ever become eligible to participate in the Plan in accordance with Section 2.

      1.21. “Payment Event” means an event that occurs on a single date such as a Participant’s Separation from Service that triggers the payment of all or some of a Participant’s Account Balance.

      1.22. “Plan” means this Gibraltar Deferred Compensation Plan formerly known as the “Air Vent Deferred Compensation Plan” as set forth herein and as amended.

      1.23. “Regular Compensation” means salary that would be earned in a given Service Year and otherwise paid in that year (or deemed earned and otherwise paid in a given Service Year in accordance with Treas. Reg. §1.409A-2(a)(13) concerning a pay period that begins in one year and ends in the next year). Regular Compensation shall be determined in the same manner as compensation eligible for deferral under the Gibraltar 401(k) Plan except that Regular Compensation (i) is not limited by Code Section 401(a)(17) (limit on pensionable compensation), (ii) is not reduced by amounts deferred under this Plan, and (iii) does not include any Bonus.

      1.24. “Restoration Plan Account” means an Account maintained on the books of the Company or its designee to record a Participant’s account balance under the

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Restoration Plan which was merged into this Plan effective December 31, 2008 as provided in Section 20. A Restoration Plan Account may have such sub-accounts as the Committee determines to be necessary or convenient.

      1.25. “Restoration Plan” means the Gibraltar 401(k) Restoration Plan which was established effective January 15, 2004 and which is merged into this Plan effective December 31, 2008 as provided in Section 20.

      1.26. “Separation from Service”

          (a)  In General. “Separation from Service” means the Participant retires, or otherwise has a termination of employment with all Employers. However, the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with an Employer under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for an Employer. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.

          (b)  Service As An Independent Contractor. If the Participant provides services to an Employer as an independent contractor, the Participant will not be considered to have a Separation from Service until the Participant has ceased providing services both as an employee and as an independent contractor. The preceding sentence shall not apply to the extent that the Participant’s sole activity as an independent contractor with respect to the Employer is to serve on the Employer’s Board of Directors

          (c)  Separation from Service in Connection with a Sale of Employer Assets. Where as part of a sale or other disposition of assets by an Employer (“Seller”) to an unrelated entity (“Buyer”), an employee of the Seller would otherwise experience a Separation from Service with the Seller, the Seller and the Buyer may specify whether an employee providing services to the Seller immediately before the asset purchase transaction and providing services to the Buyer after and in connection with the asset purchase transaction has experienced a Separation from Service for purposes of this Section 1.26, provided that the asset purchase transaction results from bona fide, arm’s length negotiations, all employees providing services to the Seller immediately before the asset purchase transaction and providing services to the Buyer after and in connection with the asset purchase transaction are treated consistently (regardless of position at the Seller) for purposes of applying the provisions of any nonqualified deferred compensation plan, and such treatment is specified in writing no later than the closing date of the asset purchase transaction.

          (d)  Application of Treasury Requlations. The definition of “Separation from Service” provided in this Section 1.26 is intended to follow the default rules of the

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definition of “Separation from Service” set forth at Treas. Reg. §1.409A-1(h) and shall be construed accordingly.

      1.27. “Service Year” means the calendar year during which the Participant performs services resulting in the earning of Regular Compensation or Bonus that is deferred pursuant to a Deferral Election.

      1.28. “Specified Employee” means an Employee who is a “specified employee” within the meaning of Code Section 409A(2)(B)(i) and Regulation § 1.409A-1(i) as determined by the Company in a uniform manner for all nonqualified deferred compensation plans maintained by the Company under written rules adopted by the Company for the identification of Specified Employees as may be in effect and compliant with Regulation § 1.409A-1(i) on the date of the Employee’s Separation from Service. If there are no written rules adopted by the Company for the identification of Specified Employees in effect and compliant with Regulation § 1.409A-1(i) on the date of the Employee’s Separation from Service, then the default rules of Regulation § 1.409A-1(i) shall apply. (In general, Specified Employees are officers of the Company or an Affiliate who earned annual compensation greater than the amount provided in Code section 416(i)(1)(A)(i) ($150,000 in 2008) or the highest paid 50 of such officers, if less.)

SECTION 2. ELIGIBILITY TO PARTICIPATE.

      2.1. In General. Any employee of an Employer who is on the United States payroll and who is designated by the President of the Company with respect to a Service Year may be eligible to make Employee Deferrals under the Plan with respect to that Service Year. However, an employee shall not be eligible to participate in the Plan in a given Service Year unless the employee receives an invitation from the Committee to participate in such Service Year. A Newly Eligible Employee shall be deemed to have become eligible on the date the employee receives such an invitation.

      2.2. Committee Discretion. Notwithstanding Section 2.1, the Committee may use such criteria it deems appropriate to determine which employees may be eligible to participate in the Plan in a given Service Year including, but not limited to, setting a threshold for expected compensation. Such criteria shall take into account that the Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

SECTION 3. EMPLOYEE DEFERRALS.

      3.1. Amounts That May Be Deferred. A Participant may elect to defer receipt of up to 50% of his Regular Compensation earned during a given Service Year and/or up to 100% of his Bonus earned during a given Service Year. For purposes of this Section 3.1, Regular Compensation is deemed earned during a given Service Year if it is payable during that Service Year with respect to services performed during a regular

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pay period that ends within that Service Year, and a Bonus is deemed earned during a given Service Year if it is payable during a calendar year following that Service Year with respect to services performed during that Service Year.

      3.2. When and How Deferral Elections Are Made. A Participant shall make a Deferral Election by completing and signing a Deferral Election form prescribed by the Committee and returning the completed and signed form to the Committee on or before December 15 of the calendar year preceding the Service Year in which the compensation will be earned. The December 15 date may be extended in special circumstances in the discretion of the Committee but not beyond December 31. The Deferral Election shall specify a whole number percentage of the Regular Compensation and/or Bonus earned during the relevant Service Year that will be deferred. The Participant’s initial Deferral Election shall also specify the time and manner of future payment of the amounts deferred and Notional Earnings attributable thereto in accordance with Section 7.1.

      3.3. Special Rule for Newly Eligible Employees. Notwithstanding Section 3.2, in the case of a Newly Eligible Employee, the employee’s initial Deferral Election may be filed with the Committee as late as 30 days after the employee has received an invitation to participate in the Plan, and will become irrevocable immediately upon filing, provided that the Deferral Election will not apply to Regular Compensation or Bonus earned with respect to services performed on or before the date on which the Deferral Election becomes irrevocable.

      3.4. Deferral Elections Are Irrevocable.

          (a)  General Rule. A Deferral Election shall become irrevocable on the relevant Irrevocable Date. Once a Deferral Election becomes irrevocable, it shall remain in effect according to its terms until the last day of the Service Year to which it relates. A Deferral Election shall remain Irrevocable and shall be given effect even if the employee transfers to an Affiliate that has not adopted the Plan. An election to defer compensation (as distinguished from an election as to time and form of future payment of the deferred compensation) shall be effective for only one Service Year and the employee will have to make a new Deferral Election to defer compensation with respect to any subsequent Service Year.

           (b)  Cancellation Following Hardship or Emergency Distribution. Notwithstanding Section 3.4(a), a Deferral Election will be cancelled and no longer effective for the remainder of a Service Year in which the employee receives a payment on account of an unforeseeable emergency as provided in Section 10 or in which the employee receives a hardship distribution within the meaning of Treas. Reg. §1.401(k)-1(d)(3) from a 401(k) plan maintained by the Company or an Affiliate. The cancellation shall begin with the first pay period ending at least 10 days after payment on account of unforeseeable emergency or hardship distribution.

      3.5. Employee Deferral Account. Employee Deferrals and all Notional Earnings

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attributable thereto shall be credited to the Participant’s Employee Deferral Account and shall be fully vested at all times.

SECTION 4. EMPLOYER CONTRIBUTIONS.

      4.1 . In General. An Employer may make Employer Contributions under the Plan on behalf of any one or more eligible employees or no employees with respect to any given Service Year but shall be under no obligation to do so unless and until the Employer has given an employee notice of an Employer Contribution as required in Section 4.2. Employer Contributions may be made in any amount and may be designed to function as matching contributions with respect to Employee Deferrals or may be unrelated to Employee Deferrals. Employer Contributions may be subject to such vesting restrictions (or none) as the Employer may elect. Employer Contributions shall not be dependent upon an employee’s participation or nonparticipation under any other plan of any Employer.

      4.2. Notice to Employee. Any Employer Contribution that will be made (or matching contribution that may be made) on behalf of an Employee with respect to a given Service Year shall be described to the employee in a written notice furnished to the employee by the Committee on or before the employee’s Irrevocable Date for the relevant Service Year. Such notice shall describe the amount of the Employer Contribution, the conditions if any under which it will be made, and any vesting restriction applicable to the contribution.

      4.3. Employer Contribution Account. Employer Contributions and all Notional Earnings attributable thereto shall be credited to the employee’s Employer Contribution Account and shall become vested as provided in the notice furnished to the employee in accordance with Section 4.2.

      4.4. Time and Form of Payment. An Employer Contribution made on behalf of an employee with respect to a given Service Year shall be paid at the same time and in the same form as any Employee Deferral made by the Employee with respect to such Service Year, as determined by the employee’s payment election then in effect. If an Employer Contribution is made with resp