GIBRALTAR STEEL CORP
AGREEMENT DATED DECEMBER 22, 2000
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.txt
<DESCRIPTION>AGREEMENT DATED DECEMBER 22, 2000
<TEXT>

<PAGE>

                                                                    Exhibit 10.1


                                                                           94-05

                               ADOPTION AGREEMENT
                             DREYFUS NONSTANDARDIZED
                     PROTOTYPE PROFIT SHARING PLAN AND TRUST

                                PLAN NUMBER 01002
                           IRS SERIAL NUMBER D362552a

The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.

I.   BASIC PROVISIONS

     A. Employer's Name:          Gibraltar Steel Corporation of New York

        Address:                  3556 Lake Shore Road
                                  Buffalo, NY  14219

     B. Employer is a (X) corporation; ( ) S Corporation;
        ( ) partnership; ( ) sole proprietor;
        ( ) other: []

     C. Employer's Tax ID Number: 16-0991536

     D. Employer's fiscal year: January 1 to December 31

     E. Plan Name: Gibraltar 401(k) Plan

     F. If this is a new Plan, the Effective Date of the Plan is: N/A

        If this is an amendment and restatement of an existing Plan,
        enter the original Effective Date January 1, 1987. The
        effective date of this amended Plan is: January 25, 2001.


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                                                                           94-05

     G.   The Trustee shall be:

          ( ) The Dreyfus Trust Company

          (X) Other:    (Name)      Boston Safe Deposit and Trust Company
                        (Address)   1 Boston Place
                        (Address)   Boston, MA  02108-4402
                        (Phone #)   (617) 722-7000

     H.   The first Plan Year shall be [] through []. Thereafter, the Plan Year
          shall mean the 12-consecutive-month period commencing on January 1 and
          ending on December 31.

     I.   Service with the following predecessor employer(s): Gibraltar Strip
          Steel, Inc., Gibraltar Steel Corp. of Tennessee, Integrated
          Technologies International, Ltd., Wm. R. Hubbell Steel Corporation,
          Mill Transportation Corp., Solar Group, Inc. division of Artcraft
          Industries, Inc. (to employees who are employees of Solar Group, Inc.
          on March 1, 1998), Southeastern Metals Manufacturing Company, Carolina
          Commercial Heat Treating, Inc. (including service completed on April
          30, 1997 with Specialty Heat Treating, Inc. by Carolina Commercial
          Heat Treating, Inc. employees), Appleton Supply Co., Inc. (to
          employees who are employees of Appleton Supply Company, Inc. on July
          1, 1999), Harbor Metal Treating Company, Harbor Metal Treating Company
          of Indiana, Inc., Rock River Heat Treating Company and K & W Metal
          Fabricators (to employees who are employees of those companies on
          October 1, 1999.), Hughes Manufacturing, Inc and United Steel Products
          (to employees who are employees of those companies on January 1,
          2000.), Hi-Temp Heat Treating, Inc. (to employees who are employees of
          that company on July 1, 2000.)

          shall be credited for purposes of: [X] eligibility; [X] vesting.

          Note: Such Service must be credited if the adopting Employer maintains
          the plan of the predecessor employer.

     J.   The following employer(s) aggregated with the Employer under Sections
          414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall be
          Participating Employers in the Plan: Carolina Commercial Heat


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                                                                           94-05

          Treating, Gibraltar Steel Corp. of Tennessee, Gibraltar Strip Steel,
          Inc., Wm. R. Hubbell Steel Corporation, Integrated Technologies
          International, Ltd., Southeastern Metals, Inc., Solar Group, Inc.,
          Appleton Supply Co., Inc., Harbor Metal Treating Company, Harbor Metal
          Treating of Indiana, Inc., Rock River Heat Treating Company, K&W Metal
          Fabricators (d/b/a Weather Guard Building Products), United Steel
          Products, Hughes Manufacturing, Inc., Hi-Temp Heat Treating, Inc.

     K.   Are all employers aggregated with the Employer under Sections 414(b),
          (c), (m) or (o) of the Code participating in this Plan?

                                    ( ) Yes      (X) No

II.  HOURS OF SERVICE

     A.   For Eligibility Purposes.

     Hours of Service under the Plan will be determined for all Employees on the
     basis of the method selected below:

     (X)  On the basis of actual hours for which an Employee is paid or entitled
          to payment.

     ()   On the basis of days worked. An Employee will be credited with ten
          (10) Hours of Service for any day such Employee would be credited with
          at least one (1) Hour of Service during the day under the Plan.

     ()   On the basis of weeks worked. An Employee will be credited with
          forty-five (45) Hours of Service for any week such Employee would be
          credited with at least one (1) Hour of Service during the week under
          the Plan.

     ()   On the basis of semi-monthly payroll periods. An Employee will be
          credited with ninety-five (95) Hours of Service for any semi-monthly
          payroll period such Employee would be credited with at least one (1)
          Hour of Service under the Plan.

     ()   On the basis of months worked. An Employee will be credited with one
          hundred ninety (190) Hours of Service for any month such Employee
          would be credited with at least one (1) Hour of Service under the
          Plan.


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                                                                           94-05


     ()   On the basis of elapsed time.

     B.   For Vesting Purposes.

     Hours of Service under the Plan will be determined for all Employees on the
     basis of the method selected below:

     (X)  On the basis of actual hours for which an Employee is paid or entitled
          to payment.

     ()   On the basis of days worked. An Employee will be credited with ten
          (10) Hours of Service for any day such Employee would be credited with
          at least one (1) Hour of Service during the day under the Plan.

     (X)  On the basis of weeks worked. An Employee will be credited with
          forty-five (45) Hours of Service for any week such Employee would be
          credited with at least one (1) Hour of Service during the week under
          the Plan. (This method is to be used for those participants not
          compensated on an hourly basis)

     ()   On the basis of semi-monthly payroll periods. An Employee will be
          credited with ninety-five (95) Hours of Service for any semi-monthly
          payroll period such Employee would be credited with at least one (1)
          Hour of Service under the Plan.

     ()   On the basis of months worked. An Employee will be credited with one
          hundred ninety (190) Hours of Service for any month such Employee
          would be credited with at least one (1) Hour of Service under the
          Plan.

     ()   On the basis of elapsed time.


III. ELIGIBLE EMPLOYEES

     All Employees shall be Eligible Employees, except:

     (X)  Employees included in a unit of Employees covered by a collective
          bargaining agreement between the Employer and employee
          representatives, if retirement benefits were the subject of good faith
          bargaining. For this purpose, the term "employee representatives" does

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                                                                           94-05

          not include any organization more than half of whose members are
          Employees who are owners, officers, or executives of the Employer.

     (X)  Employees who are nonresident aliens and who receive no earned income
          from the Employer which constitutes income from sources within the
          United States.

     (X)  Employees included in the following classification(s): Leased
          Employees; Employees of a member of the Employer's related group who
          does not participate in this Plan

     ()   Employees of the following employers aggregated with the Employer
          under Sections 414(b), (c), (m) or (o) of the Code:

     ()   Individuals required to be considered Employees under Section 414(n)
          of the Code.

     ()   Employees who, subject to determination by the Committee that such
          election will not affect the plan's qualification, make a one-time
          irrevocable election not to participate in the Plan for purposes of
          the following:

          []   Employer Discretionary Contributions.

          []   Elective Deferrals/Thrift Contributions/Combined Contributions.

         Note:    The term Employee includes all employees of the Employer and
                  any employer required to be aggregated with the Employer under
                  Sections 414(b), (c), (m) or (o) of the Code, and individuals
                  considered employees of any such employer under Section 414(n)
                  or (o) of the Code.

IV.  AGE AND SERVICE REQUIREMENTS

     Each Eligible Employee shall become a Participant on the Entry Date
     coincident with or following completion of the following requirements:


     Age:       (X)  No age requirement.

                ( )  The attainment of age [] (not to exceed age 21).

     Service:   ( )  No service requirement.

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                                                                           94-05

     ()   For Employer Discretionary Contributions only -- The completion of []
          (not to exceed 1 unless 100% immediate vesting is elected, in which
          case, may not exceed 2) Eligibility Years of Service. If the
          Eligibility Years of Service is or includes a fractional year, an
          Employee shall not be required to complete any specific number of
          Hours of Service to receive credit for such fractional year.

     If more than 1 Eligibility Year of Service is required, Participants must
     be 100% immediately vested.

     (X)  For all other contributions -- The completion of 6 months of Service.

                                       AND

Effective

Date:     ()   Each Eligible Employee who is employed on the Effective Date
               shall become a Participant on the Effective Date. Each Eligible
               Employee employed after the Effective Date shall become a
               Participant on the Entry Date coincident with or following
               completion of the age and service requirements specified above.

          ()   Each Eligible Employee who is employed on the effective date of
               this amended plan shall become a Participant as of such date.
               Each Eligible Employee employed after the effective date shall
               become a Participant on the entry date coincident with or
               following completion of the age and service requirements
               specified above.


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                                                                           94-05

V.   ELIGIBILITY YEARS OF SERVICE

     A.   For Employer Discretionary Contributions, in order to be credited with
          an Eligibility Year of Service, an Employee shall complete [] (not to
          exceed 1,000) Hours of Service. N/A

          Note: Not applicable if elapsed time method of crediting service for
          eligibility purposes is elected.

     B.   For all other contributions, in order to be credited with an
          Eligibility Year of Service, an Employee shall complete [] (not to
          exceed 1,000) Hours of Service. N/A

          Note: Not applicable if elapsed time method of crediting service for
          eligibility purposes is elected.

          Note: In the case of an Employee in the Maritime Industry, for
          purposes of Eligibility Years of Service, refer to Section 1.24 of the
          Plan.


VI.  ENTRY DATE

     The Entry Date shall mean:

     ()   For the first Plan Year only, the initial Entry Date shall be ______;

     thereafter:

     ()   Annual Entry. The first day of the Plan Year. [Note: If Annual Entry
          is selected, the age and service requirements cannot exceed 20
          1/2and1/2Eligibility Year of Service.]

     ()   Dual Entry. The first day of the Plan Year and the first day of the
          seventh month of the Plan Year.

     ()   Quarterly Entry. The first day of the Plan Year and the first day of
          the fourth, seventh and tenth months of the Plan Year.

     ()   Monthly Entry. The first day of the Plan Year and the first day of
          each following month of the Plan Year.


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                                                                           94-05

     (X)  Other: The first payroll period after satisfying eligibility
          requirements (Note: Eligible Employees must commence participation no
          later than the earlier of: a) the beginning of the Plan Year after
          meeting the age and service requirements, or b) 6 months after the
          date the Employee meets the age and service requirements).

VII. COMPENSATION

     A.   Except for purposes of "annual additions" testing under Section 415 of
          the Code, Compensation shall mean all of each Participant's:

     ()   Information required to be reported under Sections 6041, 6051, and
          6052 of the Code. (Wages, tips and other compensation box on Form W-2)
          Compensation is defined as wages as defined in Section 3401(a) and all
          other payments of compensation to the Employee by the Employer (in the
          course of the Employer's trade or business) for which the Employer is
          required to furnish the Employee a written statement under Sections
          6041(d) and 6051(a)(3) of the Code. Compensation must be determined
          without regard to any rules under Section 3401(a) that limit the
          remuneration included in wages based on the nature or location of the
          employment or services performed (such as the exception for
          agricultural labor in Section 3401(a)(2) of the Code). This definition
          of Compensation shall exclude amounts paid or reimbursed by the
          Employer for moving expenses incurred by an Employee, but only to the
          extent that at the time of the payment it is reasonable to believe
          that these amounts are deductible by the Employee under Section 217 of
          the Code.

     ()   Section 3401(a) wages. Compensation is defined as wages within the
          meaning of Section 3401(a) of the Code for purposes of income tax
          withholding at the source but determined without regard to any rules
          that limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Section 3401(a)(2) of the Code).

     (X)  Section 415 safe-harbor compensation. Compensation is defined as
          wages, salaries, and fees for professional services and other amounts
          received (without regard to whether or not an amount is paid in cash)
          for personal services actually rendered in the course of employment
          with the Employer to the extent that the amounts are includible in
          gross income (including, but not limited to, commissions paid
          salesmen, compensation for services on the basis of a percentage of
          profits, commissions on


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                                                                           94-05

          insurance premiums, tips, bonuses, fringe benefits, and reimbursements
          or other expense allowances under a nonaccountable plan (as described
          in Section 1.62-2(c)), and excluding the following:

          (a)  Employer contributions to a plan of deferred compensation which
               are not includible in the Employee's gross income for the taxable
               year in which contributed, or Employer contributions under a
               simplified employee pension plan described in Section 408(k), or
               any distributions from a plan of deferred compensation regardless
               of whether such amounts are includible in the gross income of the
               Employee;

          (b)  Amounts realized from the exercise of a nonqualified 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 receive special tax benefits, such as
               premiums for group-term life insurance (but only to the extent
               that the premiums are not includible in the gross income of the
               Employee), or contributions made by the Employer (whether or not
               under a salary reduction agreement) towards the purchase of an
               annuity contract described in Section 403(b) of the Code (whether
               or not the contributions are actually excludable from the gross
               income of the Employee).

     which is actually paid to the Participant during the following applicable
     period:

          (X)  the portion of the Plan Year in which the Employee is a
               Participant in the Plan.

          ()   the Plan Year.

          ()   the calendar year ending with or within the Plan Year.

          (X)  Compensation shall be reduced by all of the following items (even
               if includible in gross income): reimbursements or other expense
               allowances, fringe benefits (cash and noncash), moving expenses,
               deferred compensation and welfare benefits.


                                       9

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                                                                           94-05

     Compensation (X) shall; ( ) shall not include Employer contributions made
     pursuant to a salary reduction agreement with an Employee which are not
     includible in the gross income of the Employee by reason of Sections 125,
     402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

     If the Employer's contributions to the Plan are not allocated on an
     integrated basis, the following may be excluded from the definition of
     Compensation selected above for any year in which the Plan is not Top
     Heavy:

          ()   bonuses

          ()   overtime

          ()   commissions

          ()   amounts in excess of $ []

          ()   []

     For any Self-Employed Individual covered under the Plan, Compensation means
     Earned Income.

     B.   For purposes of "annual additions" testing under Section 415 of the
          Code, Compensation for any Limitation Year shall mean all of each
          Participant's:

     ()   Information required to be reported under Sections 6041, 6051 and 6052
          of the Code. (Wages, tips and other compensation box on Form W-2)
          Compensation is defined as wages as defined in Section 3401(a) and all
          other payments of compensation to the Employee by the Employer (in the
          course of the Employer's trade or business) for which the Employer is
          required to furnish the Employee a written statement under Sections
          6041(d) and 6051(a)(3) of the Code. Compensation must be determined
          without regard to any rules under Section 3401(a) that limit the
          remuneration included in wages based on the nature or location of the
          employment or services performed (such as the exception for
          agricultural labor in Section 3401(a)(2) of the Code). This definition
          of Compensation shall exclude amounts paid or reimbursed by the
          Employer for moving expenses incurred by an Employee, but only to the
          extent that at the time of the payment it is reasonable to believe
          that these amounts are deductible by the Employee under Section 217 of
          the Code.

                                       10

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                                                                           94-05


     ()   Section 3401(a) wages. Compensation is defined as wages within the
          meaning of Section 3401(a) of the Code for purposes of income tax
          withholding at the source but determined without regard to any rules
          that limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in Section 3401(a)(2) of the Code).

     (X)  Section 415 safe-harbor compensation. Compensation is defined as
          wages, salaries, and fees for professional services and other amounts
          received (without regard to whether or not an amount is paid in cash)
          for personal services actually rendered in the course of employment
          with the Employer to the extent that the amounts are includible in
          gross income (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, fringe
          benefits, and reimbursements or other expense allowances under a
          nonaccountable plan (as described in Section 1.62-2(c)), and excluding
          the following:

          (a)  Employer contributions to a plan of deferred compensation which
               are not includible in the Employee's gross income for the taxable
               year in which contributed, or Employer contributions under a
               simplified employee pension plan described in Section 408(k), or
               any distributions from a plan of deferred compensation regardless
               of whether such amounts are includible in the gross income of the
               Employee;

          (b)  Amounts realized from the exercise of a nonqualified 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 receive special tax benefits, such as
               premiums for group-term life insurance (but only to the extent
               that the premiums are not includible in the gross income of the
               Employee), or contributions made by the Employer (whether or not
               under a salary reduction agreement) towards the purchase of an
               annuity contract described in Section 403(b) of the Code (whether
               or not the contributions are actually excludable from the gross
               income of the Employee).


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                                                                           94-05

     which is actually paid or includible in gross income during such Limitation
     Year.

     For any Self-Employed Individual covered under the Plan, Compensation means
     Earned Income.

VIII. LIMITATION YEAR

     Limitation Year shall mean the twelve (12) consecutive-month period:

     (X)  Identical to the Plan Year.

     ()   Identical to the Employer's fiscal year ending with or within the Plan
          Year of reference.

     ()   As fixed by a resolution of the Board of Directors of the Employer, or
          the Employer if no Board of Directors exists.


IX.  NORMAL RETIREMENT AGE

     Normal Retirement Age shall mean:

     (X)  Age 65 (not to exceed 65).

     ()   Age [] (not to exceed 65), or the [] (not to exceed the 5th)
          anniversary of the date the Participant commenced participation in the
          Plan, if later.


X.   EARLY RETIREMENT AGE

     Early Retirement Age shall mean:

     (X)  There shall be no early retirement provision in this Plan.

     ()   Age [].

     ()   Age [] and [] Years of Service.



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                                                                           94-05

XI.  EMPLOYER AND EMPLOYEE CONTRIBUTIONS

     A.   Types and allocation of Contributions

          1.   Employer Discretionary Contributions

               (X)  Not permitted.

               ()   Permitted.

                    ()   An amount fixed by appropriate action of the Employer.

                    ()   []% of Compensation of Participants for the Plan Year
                         (not to exceed 15%).

                    ()   []% of Compensation of Participants for the Plan Year,
                         plus an additional amount fixed by appropriate action
                         of the Employer (in total not to exceed 15%).

               Employer Discretionary Contributions ( ) shall; ( ) shall not be
               integrated with Social Security.

                    If integrated with Social Security:

                    a.   ( ) The Permitted Disparity Percentage shall be []%.

                    b.   ( ) The Permitted Disparity Percentage shall be
                             determined annually by appropriate action of the
                             Employer.

                    c.   ( ) The Integration Level shall be:

                             ()   the Taxable Wage Base.

                             ()   $____ (a dollar amount less than the Taxable
                                  Wage Base).

                             ()   __% (not to exceed 100% of the Taxable Wage
                                  Base).

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                                                                           94-05


Note:     The Permitted Disparity Percentage cannot exceed the lesser of: (i)
          the base contribution, or (ii) the greater of 5.7% or the tax rate
          under Section 3111(a) of the Code attributable to the old age
          insurance portion of the Old Age, Survivors and Disability Income
          provisions of the Social Security Act (as in effect on the first day
          of the Plan Year). If the Integration Level selected above is other
          than the Taxable Wage Base ("TWB"), the 5.7% factor in the preceding
          sentence must be replaced by the applicable percentage determined from
          the following table.

          If the Integration Level is:
          ----------------------------

                                                The Applicable
          more than         but not more than   Factor is
          ---------         -----------------   -----------
          $0                X*                  5.7%
          X*                80% of TWB          4.3%
          80% of TWB        Y**                 5.4%

          *X = the greater of $10,000 or 20% of TWB

          **Y = any amount more than 80% of TWB, but less than 100% of TWB

     Allocation of Employer Discretionary Contributions.

          In order to share in the allocation of Employer Discretionary
          Contributions (and forfeitures, if forfeitures are reallocated to
          Participants) an Active Participant: N/A

          ()   Need not be employed on the last day of the Plan Year.

          ()   Must be employed on the last day of the Plan Year, unless the
               Participant terminates employment on account of:

               ()   Death.

               ()   Disability.

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                                                                           94-05

               ()   Attainment of Early Retirement Age.

               ()   Attainment of Normal Retirement Age.

               ()   Employer approved leave of absence.

          ()   Must have ( ) 501 Hours of Service; ( ) [] Hours of Service
               (cannot exceed 1,000). (Note: Not applicable if elapsed time
               method of crediting service is elected.

     2.   Elective Deferrals

          ()   Not permitted.

          (X)  Permitted.

          A Participant may elect to have his or her Compensation reduced by:

          (X)  An amount not in excess of 15% of Compensation [cannot exceed the
               dollar limitation of Section 402(g) of the Code for the calendar
               year].

          ()   An amount not in excess of $[] of Compensation [cannot exceed the
               dollar limitation of Section 402(g) of the Code for the calendar
               year].

          (X)  An amount not to exceed the dollar limitation of Section 402(g)
               of the Code for the calendar year.

          (X)  An amount not in excess of (Note: The percent for the Highly
               Compensated Employee cannot exceed the percent for the Non-Highly
               Compensated Employee):

               7% of Compensation [cannot exceed the dollar limitation of
               Section 402(g) of the Code for the calendar year] for each Highly
               Compensated Employee; and

               __% of Compensation [cannot exceed the dollar limitation of
               Section 402(g) of the Code for the

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                                                                           94-05

               calendar year] for each Non-Highly Compensated Employee.

     A Participant may elect to commence Elective Deferrals the next pay period
     following: as of any plan entry date (enter date or period -- at least once
     each calendar year).

     A Participant may modify the amount of Elective Deferrals: as of as of any
     plan entry date (enter date or period -- at least once each calendar year).

     A Participant ( ) may; (X) may not base Elective Deferrals on cash bonuses
     that, at the Participant's election, may be contributed to the CODA or
     received by the Participant in cash. Such election shall be effective as of
     the next pay period following [] or as soon as administratively feasible
     thereafter.

     Participants who claim Excess Elective Deferrals for the preceding calendar
     year must submit their claims in writing to the plan administrator by March
     1 (enter date between March 1 and April 15).

     A Participant ( ) may; ( ) may not elect to recharacterize Excess
     Contributions as Thrift Contributions. (Note: Available only if Thrift
     Contributions are permitted.) N/A

     Participants who elect to recharacterize Excess Contributions for the
     preceding Plan Year as Thrift Contributions must submit their elections in
     writing to the Committee by [] (enter date no later than 2 1/2 months after
     close of Plan Year).N/A

3.   Thrift Contributions

     (X)  Not permitted.

     ()   Permitted.

          Participants shall be permitted to make Thrift Contributions from []%
          (not less than 1) to []% (not more than 10) of their total aggregate
          Compensation.


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                                                                           94-05

          A Participant may elect to commence Thrift Contributions the next pay
          period following [] (enter date or period--at least once each calendar
          year).

          The Change Date for a Participant to modify the amount of Thrift
          Contributions shall be as of [] (enter date or period -- at least once
          each calendar year).

4.   Elective Deferrals and Thrift Contributions, combined ("Combined
     Contributions")

     (X)  Not Permitted.

     ()   Permitted.

          A Participant may elect to make Combined Contributions which do not
          exceed []% of Compensation. (Note: Elective Deferrals can not exceed
          the dollar limitation of Section 402(g) of the Code for the calendar
          year).

          A Participant may elect to commence contributions the next pay period
          following: (enter date or period -- at least once each calendar year).

          A Participant may modify his amount of Combined Contributions as of []
          (enter date or period -- at least once each calendar year).

          A Participant ( ) may; ( ) may not base Elective Deferrals on cash
          bonuses that, at the Participant's election, may be contributed to the
          CODA or received by the Participant in cash. Such election shall be
          effective as of the next pay period following [] or as soon as
          administratively feasible thereafter.

          Participants who claim Excess Elective Deferrals for the preceding
          calendar year must submit their claims in writing to the plan
          administrator by [] (enter date between March 1 and April 15).

          A Participant ( ) may; ( ) may not elect to recharacterize Excess
          Contributions as Thrift Contributions.


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          Participants who elect to recharacterize Excess Contributions for the
          preceding Plan Year as Thrift Contributions must submit their
          elections in writing to the Committee by [] (enter date no later than
          2 1/2 months after close of the Plan Year).

     5.   Matching Contributions

          ()   Not permitted.

          (X)  Permitted.

          (X)  The Employer shall or may (in the event that the Matching
               Contribution amount is within the discretion of the Employer)
               make Matching Contributions to the Plan with respect to (any one
               or a combination of the following may be selected):

               (X)  Elective Deferrals.

               ()   Thrift Contributions.

               ()   Combined Contributions.

          Such Matching Contributions will be made on behalf of:

               (X)  All Participants who make such contribution(s).

               ()   All Participants who are Non-Highly Compensated Employees
                    who make such contribution(s).

          The amount of such Matching Contributions made on behalf of each such
          Participant shall be:

          (i)  Elective Deferrals (any one or a combination of the following may
               be selected) -

               (X)  An amount or percentage fixed by appropriate action of the
                    Employer.


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                                                                           94-05

               ()   []% of the Elective Deferrals.

               ()   []% of the first []% of Compensation contributed as an
                    Elective Deferral, plus

                    []% of the next []% of Compensation contributed as an
                    Elective Deferral, plus

                    []% of the next []% of Compensation contributed as an
                    Elective Deferral.

               The Employer shall not match Elective Deferrals as provided above
               in excess of $[] or in excess of 5% of the Participant's
               Compensation.

               The Employer shall not match Elective Deferrals made by the
               following class(es) of Employees: []

          (ii) Thrift Contributions (any one or a combination of the following
               may be selected)-


               ()   An amount or percentage fixed by appropriate action of the
                    Employer.

               ()   $[] for each dollar of Thrift Contributions.

               ()   []% of the Thrift Contributions.

               ()   []% of the first []% of Compensation contributed, plus []%
                    of the next []% of Compensation contributed, plus []% of the
                    remaining Compensation contributed.

                    The Employer shall not match Thrift Contributions as
                    provided above in excess of $[] or in excess of []% of the
                    Participant's Compensation.

                    The Employer shall not match Thrift Contributions made by
                    the following class(es) of Employees: []

              (iii) Combined Contributions (any one or a combination of the
                    following may be selected).


                                       19

<PAGE>
                                                                           94-05

                    ()   An amount fixed by appropriate action of the Employer.

                    ()   []% of Combined Contributions.

                    ()   []% of Elective Deferrals, plus []% of Thrift
                         contributions.

                    ()   []% of the first []% of Compensation contributed, plus
                         []% of the next []% of Compensation contributed, plus
                         []% of the remaining Compensation contributed.

               The Employer shall not match Combined Contributions as provided
               above in excess of $[] or in excess of []% of the Participant's
               Compensation.

               The Employer shall not match Combined Contributions made by the
               following class(es) of Employees: []

          Matching Contributions shall be made each:

                    (X)  Payroll Period

                    ()   Month.

                    ()   Quarter.

                    ()   Plan Year.

          Allocation of Matching Contributions --

          In order to share in the allocation of Matching Contributions (and
          forfeitures, if forfeitures are reallocated to participants) a
          Participant:

                    ()   Must be employed on the last day of the payroll period.

                    ()   Must be employed on the last day of the Month.


                                       20

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                                                                           94-05

                    ()   Must be employed on the last day of the Quarter.

                    ()   Must be employed on the last day of the Plan Year.

                    unless the Participant terminates employment on account of:

                            ()   Death.

                            ()   Disability.

                            ()   Attainment of Early Retirement Age.

                            ()   Attainment of Normal Retirement Age.

                            ()   Employer approved leave of absence.

                    ()   Must have ( ) 501 Hours of Service; ( ) [] Hours of
                         Service (cannot exceed 1,000). Note: Not applicable if
                         elapsed time method of crediting service is elected.

          6.   Qualified Matching Contributions

                    (X)  Not permitted.

                    ()   Permitted.

                      ()   The Employer shall or may (in the event that the
                           Qualified Matching Contribution amount is within the
                           discretion of the Employer) make Qualified Matching
                           Contributions.

                    Qualified Matching Contributions will be made on behalf of:

                    ()   All Participants who make Elective Deferrals.

                    ()   All Participants who are Non-Highly Compensated
                         Employees and who make Elective Deferrals.

                    The amount of such Qualified Matching Contributions made on
                    behalf of each Participant shall be (any one or a
                    combination of the following may be selected):


                                       21

<PAGE>
                                                                           94-05

                    ()   An amount or percentage fixed by appropriate action by
                         the Employer.

                    ()   []% of the Elective Deferrals.

               The Employer shall not match Elective Deferrals as provided above
               in excess of $[] or in excess of []% of the Participant's
               Compensation.

          7.   Qualified Nonelective Contributions

               ()   Not permitted.

               (X)  The Employer shall have the discretion to contribute
                    Qualified Nonelective Contributions for any Plan Year in an
                    amount to be determined each year by the Employer.

                    Qualified Nonelective Contributions will be made on behalf
                    of (select as appropriate):

                    ()   All Eligible Employees.

                    ()   All Participants who make Elective Deferrals.

                    ()   All Participants who are Non-Highly Compensated
                         Employees and who make Elective Deferrals.

                    (X)  All Participants who are Non-Highly Compensated
                         Employees.

                    ()   All Non-Key Employees.

     B.   Forfeitures (Do not complete if 100% immediate vesting is elected).

          Forfeitures of Employer Discretionary Contributions, Matching
          Contributions or Excess Aggregate Contributions shall be:

          ()   Allocated to participants in the manner provided in Sections 4.2
               and 4.7(d)(2) of the Plan.

          (X)  Used to reduce:


                                       22

<PAGE>
                                                                           94-05

               (X)  any future Employer contributions.

               ()   Plan expenses.


     C.   Contributions Not Limited by Net Profits

          Indicate for each type of Employer contribution allowed under the Plan
          whether such contributions are to be limited to Net Profits of the
          Employer for the taxable year of the Employer ending with or within
          the Plan Year:

         ( )      Yes     ( )      No N/A Employer Discretionary Contributions

         ( )      Yes     (X)      No     Elective Deferrals

         ( )      Yes     (X)      No     Qualified Nonelective Contributions

         ( )      Yes     (X)      No     Matching Contributions

         ( )      Yes     ( )      No N/A Qualified Matching Contributions


XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS

     A.   Accounts shall be distributable upon a Participant's separation from
          service, death, or Total and Permanent Disability, and, in addition:

          (X)  Termination of the Plan without establishment or maintenance of a
               successor plan.

          (X)  The disposition to an entity that is not an Affiliated Employer
               of substantially all of the assets used by the Employer in a
               trade or business, but only if the Employer continues to maintain
               the Plan and only with respect to participants who continue
               employment with the acquiring corporation.

          (X)  Upon attainment of the Plan's Normal Retirement Age.

          (X)  The disposition to an entity that is not an Affiliated Employer
               of the Employer's interest in a subsidiary, but only if the
               Employer

                                       23

<PAGE>
                                                                           94-05

               continues to maintain the Plan and only with respect to
               Participants who continue employment with such subsidiary.

          ()   Vested portion of Employer Discretionary Contributions on account
               of a Participant's financial hardship to the extent permitted by
               Section 4.9 of the Plan.

          ()   Vested portion of Employer Matching Contributions on account of a
               Participant's financial hardship to the extent permitted by
               Section 4.9 of the Plan.

     B.   In addition to A above, Elective Deferrals, Qualified Nonelective
          Contributions and Qualified Matching Contributions (as applicable) and
          income allocable to such amounts shall be distributable:

          (X)  Upon the Participant's attainment of age 59 1/2.

          (X)  On account of a Participant's financial hardship, to the extent
               permitted by Section 4.9 of the Plan (Elective Deferrals Only).

     C.   In-service withdrawals from a Participant's: ( ) Employer
          Discretionary Contribution Account; (X) Matching Contribution Account;
          ( ) Transfer Account, if any (X) shall; ( ) shall not be permitted
          upon the attainment of age 59 1/2. (Permitted only if the Plan is not
          integrated with Social Security and a Participant's Employer
          Discretionary Contribution Account and Matching Contribution Accounts
          are 100% vested at time of distribution.)

In addition to A,B and C above, A participant who participated in the Hubbell
Steel Plan is entitled to the following In-Service withdrawals from the Hubbell
Employer Contributions Account: 1) A participant with at least 5 years of
participation in the Hubbell Plan and this plan may withdraw 100% of the balance
of the Hubbell Employer Contributions Account, 2) A participant with less than 5
years of participation in the Hubbell Plan and this plan may withdraw up to 100%
of the balance of the Hubbell Employer Contributions Account which has been in
this plan and the Hubbell Plan for at least two full years.

     D.   Distribution of benefits upon separation of service, retirement or
          death of a Participant ( ) shall; (X) shall not be subject to the
          Automatic Annuity rules of Section 8.2 of the Plan.


                                       24

<PAGE>
                                                                           94-05

     E.   (Complete only if the Plan is not subject to the Automatic Annuity
          rules of Section 8.2.) Check the appropriate optional forms of benefit
          that shall be available under the Plan (if left blank, the provisions
          of Section 8.6(a) of this Plan shall apply):

               [X]  Single lump sum payment.

               [X]  Installment payments pursuant to Section 8.6(a) of the Plan.

     F.   The following optional forms of benefit shall be available in addition
          to the optional forms of benefit available under Section 8.6 of the
          Plan (Note: If the Plan is not subject to the Automatic Annuity rules
          of Section 8.2 and the Participant selects a life annuity as an
          optional form of benefit, then the Automatic Annuity rules of Section
          8.2 shall apply to such participant):

          Installments (annually, quarterly, or monthly) beginning with a
          specific dollar amount or over a specified time period not to exceed
          the life expectancy of the participant or the joint life expectancy of
          the participant and beneficiary; straight life annuity; single life
          annuity with certain periods of 5, 10, and 15 years; single life
          annuity with installment refund; survivorship life annuity with
          installment refund with survivor percentages of 50, 66 2/3, or 100;
          Joint and 50% or 100% survivor annuity.

          [Note: If the Plan is an amendment and restatement of an existing
          Plan, optional forms of benefit protected under Section 411(d)(6) of
          the Code may not be eliminated, unless permitted by IRS Regulations
          Sections 1.401(a)-(4) and 1.411(d)-4].

XIII. VESTING SERVICE

     In order to be credited with a year of Service for vesting purposes, a
     Participant shall complete 1000 (not to exceed 1,000) Hours of Service.
     (Not applicable if elapsed time method of crediting service for vesting
     purposes is elected).

     Note: In the case of Employees in the Maritime Industry, for purposes of a
     year of Service, refer to Section 1.56 of the Plan.


XIV. VESTING SERVICE - EXCLUSIONS


                                       25

<PAGE>
                                                                           94-05

     All of an Employee's years of Service with the Employer shall be counted to
     determine the vested interest of such Employee except:

     ()   Years of Service before age 18.

     ()   Years of Service before the Employer maintained this Plan or a
          predecessor plan.

     ()   Years of Service before the effective date of ERISA if such Service
          would have been disregarded under the Service Break rules of the prior
          plan in effect from time to time before such date. For this purpose,
          Service Break rules are rules which result in the loss of prior
          vesting or benefit accruals, or deny an Employee's eligibility to
          participate by reason of separation or failure to complete a required
          period of Service within a specified period of time.

XV.  VESTING SCHEDULES

     The vested interest of each Employee (who has an Hour of Service on or
     after January 1, 1989) in his Employer-derived account balance shall be
     determined on the basis of the following schedules:

     A.   Employer Discretionary Contributions.

               ()   100% immediately vested. [Note: Mandatory if more than 1
                    Eligibility Year of Service is required.]

               ()   100% immediately vested after [] (not to exceed 5) years of
                    Service.

               ()   []% (not less than 20%) vested for each year of Service,
                    beginning with the [] (not more than the 3rd) year of
                    Service until 100% vested.

               ()   Other: [] (Must be at least as favorable as any one of the
                    above 3 options).

                    AND


                                       26

<PAGE>
                                                                           94-05

               ()   Effective Date Vesting. Each Employee who is a Participant
                    on the Effective Date shall be 100% immediately vested.

          B.   Matching Contributions.

               ()   100% immediately vested. [Note: Mandatory if more than 1
                    Eligibility Year of Service is required.]

               ()   100% immediately vested after [] (not to exceed 5) years of
                    Service.

               ()   []% (not less than 20%) vested for each year of Service,
                    beginning with the [] (not more than the 3rd) year of
                    Service until 100% vested.

               (X)  Other: 100% immediate vesting for all participants unless
                    they terminated employment prior to 9/30/99. In that case,
                    contributions are vested per the following: 25% at 1 year of
                    service, 60% after 2 years of service and 100% after three
                    years of service. (Must be at least as favorable as any one
                    of the above 3 options).

                    AND

               ()   Effective Date Vesting. Each Employee who is a Participant
                    on the Effective Date shall be 100% immediately vested.

          C.   Top Heavy Minimum Vesting Schedules.

               One of the following schedules will be used for years when the
               Plan is or is deemed to be Top-Heavy.

               ()   100% immediately vested after [] (not to exceed 3) years of
                    Service.

               ()   20% vested after 2 years of Service, plus []% vested (not
                    less than 20%) for each additional year of Service until
                    100% vested.

               (X)  Other: Same schedule as in B above (Note: must be at least
                    as favorable as either of the two schedules in this Section
                    C).


                                       27

<PAGE>
                                                                           94-05

                    If the vesting schedule under the Plan shifts in or out of
                    the Minimum Schedule above for any Plan Year because of the
                    Plan's Top-Heavy status, such shift is an amendment to the
                    vesting schedule and the election in Section 7.3 of the Plan
                    applies.

XVI. LIFE INSURANCE

     Life insurance ( ) shall; (X) shall not be a permissible investment.

XVII. LOANS

     Loans (X) shall; ( ) shall not be permitted.

XVIII. TOP-HEAVY PROVISIONS

     A.   Top Heavy Status

               ()   The provisions of Article XIII of the Plan shall always
                    apply.

               (X)  The provisions of Article XIII of the Plan shall only apply
                    in Plan Years after 1983, during which the Plan is or
                    becomes Top-Heavy.

     B.   Minimum Allocations

               If a Participant in this Plan who is a Non-Key Employee is
               covered under another qualified plan maintained by the Employer,
               the minimum Top Heavy allocation or benefit required under
               Section 416 of the Code shall be provided to such Non-key
               Employee under:

                    (X)  this Plan.

                    ()   the Employer's other qualified defined contribution
                         plan.

                    ()   the Employer's qualified defined benefit plan.

     C.   Determination of Present Value

               If the Employer maintains a defined benefit plan in addition to
               this Plan, and such plan fails to specify the interest rate an
               mortality table to be

                                       28

<PAGE>
                                                                           94-05

               used for purposes of establishing present value to compute the
               Top-Heavy Ratio, then the following assumptions shall be used:
               N/A

                    Interest Rate: []%

                    Mortality Table: []


XIX. LIMITATION ON ALLOCATIONS

               If the adopting Employer maintains or has ever maintained another
               qualified plan in which any Participant in this Plan is (or was)
               a Participant or could possibly become a Participant, the
               adopting Employer must complete this Section. The Employer must
               also complete this Section if it maintains a welfare benefit
               fund, as defined in Section 419(e) of the Code, or an individual
               medical account, as defined in Section 415(l)(2) of the Code,
               under which amounts are treated as Annual Additions with respect
               to any Participant in the Plan.

               (a)  If the Participant is covered under another qualified
                    defined contribution plan maintained by the Employer, other
                    than a Master or Prototype Plan, Annual Additions for any
                    Limitation Year shall be limited to comply with Section
                    415(c) of the Code:

                    ()   in accordance with Sections 6.4(e) - (j) as though the
                         other plan were a Master or Prototype Plan.

                    ()   by freezing or reducing Annual Additions in the other
                         qualified defined contribution plan.

                    (X)  other: by freezing or reducing Annual Additions in this
                         plan. -

               (b)  If a Participant is or has ever been a Participant in a
                    qualified defined benefit plan maintained by the Employer,
                    the "1.0" aggregate limitation of Section 415(e) of the Code
                    shall be satisfied by: N/A

                    ()   freezing or reducing the rate of benefit accrual under
                         the qualified defined benefit plan.


                                       29

<PAGE>
                                                                           94-05

                    ()   freezing or reducing the Annual Additions under this
                         Plan (or, if the Employer maintains more than one
                         qualified defined contribution plan, as indicated in
                         (a) above).

                    ()   other:

XX.  INVESTMENTS

     (X)  Participants (X) shall; ( ) shall not be permitted to direct the
          investment of their Accounts in the investment options selected by the
          Employer or the Committee.

     ()   Investment of participant Accounts shall be directed consistent with
          rules and procedures established by the Committee. Such rules shall be
          applied to all Participants in a uniform and nondiscriminatory basis.

XXI. TRANSFERS

     Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
     permitted.

     If permitted, indicate additional prior plan provisions, if applicable: [].

XXII. ROLLOVERS

     Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
     permitted.

XXIII. EMPLOYER REPRESENTATIONS

     The Employer hereby represents that:

          a.   It is aware of, and agrees to be bound by, the terms of the Plan.

          b.   It understands that the Sponsor will not furnish legal or tax
               advice in connection with the adoption or operation of the Plan
               and has consulted legal and tax counsel to the extent necessary.


                                       30

<PAGE>
                                                                           94-05

          c.   The failure to properly fill out this Adoption Agreement may
               result in disqualification of the Plan.

XXIV.    RELIANCE ON PLAN QUALIFICATION

         The adopting Employer may not rely on an opinion letter issued by the
         National Office of the Internal Revenue Service as evidence that the
         Plan is qualified under Section 401 of the Code. In order to obtain
         reliance with respect to plan qualification, the Employer must apply to
         the appropriate key district office of the Internal Revenue Service for
         a determination letter.

XXV.     PROTOTYPE PLAN DOCUMENTS

         This Adoption Agreement may be used only in conjunction with the
         Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
         01, and the Dreyfus Trust Agreement both as amended from time to time.
         In the event the Sponsor amends the Basic Plan Document or this
         Adoption Agreement or discontinues this type of plan, it will inform
         the Employer. The Sponsor, The Dreyfus Corporation, is available to
         answer questions regarding the intended meaning of any Plan provisions,
         adoption of the Plan and the effect of an Opinion Letter at 144 Glenn
         Curtiss Boulevard, Uniondale, New York 11556-0144 [(516) 338-3418].


                                       31

<PAGE>
                                                                           94-05
         IN WITNESS WHEREOF, the Employer and the Trustee have executed this
         instrument the 22 day of December, 2000. If applicable, the appropriate
         corporate seal has been affixed and attested to.

                                Gibraltar Steel Corporation of New York
                                ---------------------------------------

                                By:/x/ Walter T. Erazmus

                                Walter T. Erazmus, President
                                ----------------------------
                                Name and Title (Corporations or Partnerships)

         ATTEST:

         /x/ Neil E. Lipke
         ------------------
         Secretary (Corporations only)



                                Boston Safe Deposit and Trust Company

                                By:/x/ B.J. Ralston
                                   -----------------

                                B. J. Ralston, F.V.P.
                                ---------------------
                                Name and Title (Corporate Trustee only)

                                       32
</TEXT>
</DOCUMENT>
