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                                                                   Exhibit 10.41

                                   WERNER CO.
                                 DEFERRED STOCK
                                      PLAN



                                TABLE OF CONTENTS
                                -----------------


ARTICLE I.....................................................................1


TITLE, PURPOSE AND AUTHORIZED SHARES..........................................1


ARTICLE II....................................................................1


DEFINITIONS...................................................................1


ARTICLE III...................................................................4


PARTICIPATION.................................................................4


ARTICLE IV....................................................................4


DEFERRAL ELECTIONS AND GRANTS.................................................4

   4.1. ELECTIONS.............................................................4

   4.2.  GRANTS OF STOCK UNITS................................................4


ARTICLE V.....................................................................4


DEFERRAL ACCOUNTS.............................................................4

   5.1. STOCK UNIT ACCOUNT....................................................4

   5.2. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT.....................5

   5.3. IMMEDIATE VESTING.....................................................5

   5.4.  DISTRIBUTION OF BENEFITS.............................................5

   5.5. ADJUSTMENTS IN CASE OF CHANGES IN CLASS C STOCK.......................6

   5.6. COMPANY'S RIGHT TO WITHHOLD...........................................6

   5.7 REPURCHASE OF SHARES...................................................6


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   5.8 RESTRICTIONS ON TRANSFERS OF SHARES....................................8


ARTICLE VI....................................................................8


ADMINISTRATION................................................................8

   6.1. THE ADMINISTRATOR.....................................................8

   6.2. COMMITTEE ACTION......................................................8

   6.3. RIGHTS AND DUTIES.....................................................9

   6.4. INDEMNITY AND LIABILITY...............................................9


ARTICLE VII..................................................................10


PLAN CHANGES AND TERMINATION.................................................10

   7.1. AMENDMENTS...........................................................10

   7.2. TERM.................................................................10


ARTICLE VIII.................................................................10


MISCELLANEOUS................................................................10

   8.1. LIMITATION ON PARTICIPANT'S RIGHTS...................................10

   8.2. BENEFICIARIES........................................................10

   8.3. BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS.........11

   8.4. GOVERNING LAW; SEVERABILITY..........................................11

   8.5. COMPLIANCE WITH LAWS.................................................11

   8.6. HEADINGS NOT PART OF PLAN............................................11




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                                   WERNER CO.
                                 DEFERRED STOCK
                                      PLAN

                                    ARTICLE I

                      TITLE, PURPOSE AND AUTHORIZED SHARES


         This Plan shall be known as the "WERNER CO. DEFERRED STOCK PLAN". The
purpose of this Plan is to motivate and retain Dennis Heiner as Chief Executive
Officer of the Company by permitting him to defer compensation and affording him
the opportunity to link that compensation to an equity interest in Parent. The
total number of shares of Class C Stock that may be delivered pursuant to
deferral elections and grants under this Plan is One Thousand Three Hundred
Eight (1,308), subject to adjustments contemplated by Section 5.5.


                                   ARTICLE II

                                   DEFINITIONS


         Whenever the following terms are used in this Plan they shall have the
meaning specified below unless the context clearly indicates to the contrary:


         ACCOUNT means the Participant's Stock Unit Account


         ACT means the Securities Act of 1933, as amended.


         APPROVED SALE means a transaction or a series of related transactions
which results in a BONA FIDE, unaffiliated change of economic beneficial
ownership of the Parent or its business of greater than 50% (disregarding for
this purpose any disparate voting rights attributable to the outstanding stock
of the Parent), whether pursuant to the sale of the stock of the Parent, the
sale of the assets of the Parent, or a merger or consolidation (other than a
sale of stock by an Initial Stockholder to (i) another Initial Stockholder or
affiliate thereof, or (ii) a non-U.S. entity with respect to which an Initial
Stockholder or affiliate thereof has an administrative relationship).


         ARTICLES OF INCORPORATION means the Restated Articles of Incorporation
of the Parent, as amended from time to time.


         AWARD DATE means (a) with reference to the crediting of Stock Units
pursuant to elections under Section 4.1, the Pay Date; and (b) with reference to
grants of Stock Units, the award date stated in the grant instrument.


         BOARD means the Board of Directors of the Company.


         CAUSE has the meaning set forth in the Employment Agreement.



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         CHANGE IN CONTROL EVENT has the meaning set forth in the Employment
Agreement.


         CLASS C STOCK means Class C Stock, $0.01 par value, of Parent subject
to adjustment pursuant to Section 5.5.


         CLOSING DATE means the date on which occurred the closing of the
recapitalization of the Parent pursuant to the Recapitalization Agreement.


         CODE means the Internal Revenue Code of 1986, as amended.


         COMMITTEE means the Board or a Committee of the Board acting in
accordance with Article VI.


         COMPANY means Werner Co., a Pennsylvania corporation and wholly-owned
subsidiary of Parent, and its successors and assigns.


         DESIGNATED PRICE equals $2,421.29 per share.


         DIVIDEND EQUIVALENT means the amount of cash dividends or other cash
distributions paid by the Parent on that number of shares of Class C Stock
equivalent to the number of Stock Units then credited to the Participant's Stock
Unit Account, which amount shall be allocated as additional Stock Units to the
Participant's Stock Unit Account, as provided in Section 5.2.


         EFFECTIVE DATE means September 30, 1999.


         EMPLOYMENT AGREEMENT means the employment agreement dated as of May 26,
1999 by and between the Company and the Participant.


         FAIR MARKET VALUE means on any date the fair market value of a share of
Class C Stock, as determined by the Board pursuant to Section 5.7(c). The Fair
Market Value as of the Effective Date is $2,421.29 per share.


         GOOD REASON has the meaning set forth in the Employment Agreement.


         INITIAL PUBLIC OFFERING means the sale of any of the common stock of
the Parent pursuant to a registration statement that has been declared effective
under the Act, if as a result of such sale (i) the issuer becomes a reporting
company under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended, and (ii) such stock is traded on the New York Stock Exchange or the
American Stock Exchange, or is quoted on the Nasdaq National Market System or is
traded or quoted on any other national stock exchange or national securities
system.


         INITIAL STOCKHOLDERS means the shareholders of the Parent who became
shareholders as of the Closing Date (other than any such shareholders who were
employees of the Parent or a Subsidiary or were shareholders of the Parent or a
Subsidiary prior to the Closing Date) and any transferees of such shareholders
prior to an Initial Public Offering or an Approved



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Sale.


         INVESTORS means those entities set forth on Schedule 1 of the
Recapitalization Agreement.


         IWH means Investcorp Werner Holdings L.P., a Cayman Islands
corporation.


         PARENT means Werner Holding Co. (PA), Inc., a Pennsylvania corporation
and the owner of 100% of the outstanding stock of the Company.


         PARTICIPANT means Dennis Heiner.


         PERMANENT DISABILITY has the meaning set forth in the Employment
Agreement.


         PERMITTED TRANSFEREE has the meaning set forth in Section 5.8.


         PLAN means the Werner Co. Deferred Stock Plan.


         RECAPITALIZATION AGREEMENT means that certain recapitalization
agreement, dated as of October 8, 1997 and amended as of October 27, 1997, by
and between the Parent and the Investors.


         RECORD DATE means the date, as determined by the Board, on which a
shareholder must own shares in order to be entitled to a dividend.


         REPURCHASE PERIOD and REPURCHASE RIGHT have the meaning set forth in
Section 5.7(a).


         REPURCHASE PERIOD COMMENCEMENT DATE means the first date on which all
Shares distributed to the Participant pursuant to Section 5.4 shall have been
owned by the Participant for six (6) months.


         SHARES means shares of Class C Stock of the Parent distributed to the
Participant hereunder pursuant to Section 5.4.


         STOCK UNIT OR UNIT means a non-voting unit of measurement which is
deemed for bookkeeping purposes to be equivalent to one outstanding share of
Class C Stock of the Parent solely for purposes of this Plan.


         STOCK UNIT ACCOUNT means the bookkeeping account maintained by the
Company on behalf of the Participant which is credited with Stock Units in
accordance with Section 5.1.


         TERMINATION DATE means the date on which the Participant ceases to be
employed by the Company for any reason.


         YEAR means the calendar year.




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<PAGE>   6

                                   ARTICLE III


                                  PARTICIPATION


         The Participant may elect to defer all or part of his or her salary
and/or bonus for the applicable year under and subject to Section 4.1 of this
Plan.


                                   ARTICLE IV


                          DEFERRAL ELECTIONS AND GRANTS


4.1. ELECTIONS.

         (a) TIME AND TYPE OF ELECTIONS. On or before December 31 of each Year
(or, in the case of the year in which the Plan is adopted, within 30 days after
the Effective Date of the Plan), the Participant may make an irrevocable
election to defer all or any part of the salary and/or bonus payable to him for
services to be rendered during the next Year (or remainder of the Year, as the
case may be); provided, however, that any election hereunder shall be effective
only if approved by the Committee in its absolute discretion.


         (b) ELECTIONS. All elections shall be in writing on forms provided by
the Company.


4.2.  GRANTS OF STOCK UNITS.

         The Company may, from time to time, grant Stock Units to the
Participant. Any such Stock Units shall be treated in all respects in the same
manner as Stock Units arising from an irrevocable election of deferral.

                                    ARTICLE V

                                DEFERRAL ACCOUNTS


5.1. STOCK UNIT ACCOUNT.

         (a) CREDITING OF STOCK UNITS. If the Participant has made an election
under Section 4.1, the Committee shall, as of the Pay Date, credit the
Participant's Stock Unit Account with a number of Units determined by dividing
the applicable portion of the Participant's salary and/or bonus by the Fair
Market Value of a share of Class C Stock as of the Pay Date. If the Participant
has been granted Stock Units pursuant to Section 4.2, the Committee shall, as of
the Award Date, credit the Participant's Stock Unit Account with the number of
Units so granted.


         (b) LIMITATIONS ON RIGHTS ASSOCIATED WITH UNITS. The Participant's
Stock Unit Account shall be a memorandum account on the books of the Company.
The Units credited to the Participant's Stock Unit Account shall be used solely
as a device for the determination of the number of shares of Class C Stock to be
eventually distributed to the




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Participant in accordance with this Plan. The Units shall not be treated as
property or as a trust fund of any kind. The Participant shall not be entitled
to any voting or other stockholder rights with respect to Units credited under
this Plan. The number of Units credited (and the Class C Stock to which the
Participant is entitled under this Plan) shall be subject to adjustment in
accordance with Section 5.5.


5.2. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT.

         As of the Pay Date with respect to any dividends, the Participant's
Stock Unit Account shall be credited with that number of additional Units as
shall equal the quotient obtained by dividing (i) the Dividend Equivalents
representing dividends paid on that number of shares equal to the aggregate
Stock Units in the Participant's Stock Unit Account as of the Record Date, by
(ii) the Fair Market Value of a share of Class C Stock as of the Pay Date.


5.3. IMMEDIATE VESTING.

         (a) UNITS AND OTHER AMOUNTS VEST IMMEDIATELY. All Units or other
amounts credited to the Participant's Stock Unit Account shall be at all times
fully vested.


5.4.  DISTRIBUTION OF BENEFITS.

         (a) COMMENCEMENT OF BENEFIT DISTRIBUTION. The Participant shall be
entitled to receive a distribution of his Account on the first business day of
the first month following his termination of service with the Company.


         (b) MANNER OF DISTRIBUTION. The benefits payable under this Plan shall
be distributed to the Participant (or, in the event of his death, the
Participant's Beneficiary) in a single distribution, or, as permitted by this
Section 5.4(b). The Participant may elect in writing on forms provided by the
Company at the time of making his deferral election or at the time of the grant
of Stock Units under Article IV or at least 12 months in advance of the date
benefits become distributable under Section 5.4(a) to receive a distribution of
his benefits in up to ten annual installments. Such installment payments shall
commence as of the date benefits become distributable under Section 5.4(a).
Notwithstanding the foregoing, if the number of Units remaining in the
Participant's Stock Unit Account is less than 100, then such remaining balance
shall be distributed in a single distribution.


         (c) EFFECT OF CHANGE OF CONTROL. Notwithstanding Sections 5.4(a) and
(b), if a Change of Control and a termination of service has occurred or shall
occur, the Participant's Account shall be distributed immediately in a single
distribution.


         (d) DISTRIBUTION IN SHARES. Stock Units credited to a Participant's
Stock Unit Account shall be distributed in an equivalent whole number of shares
of Class C Stock. No part of such distribution shall be made in cash.




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<PAGE>   8

5.5. ADJUSTMENTS IN CASE OF CHANGES IN CLASS C STOCK.

         If any stock dividend, stock split, recapitalization, merger,
consolidation, combination or other reorganization, exchange of shares, sale of
all or substantially all of the assets of Parent, split-up, split-off, spin-off,
extraordinary redemption, liquidation or similar change in capitalization or any
distribution to holders of Class C Stock (other than cash dividends and cash
distributions) shall occur, proportionate and equitable adjustments consistent
with the effect of such event on stockholders generally (but without duplication
of benefits if Dividend Equivalents are credited) shall be made in the number
and type of shares of Class C Stock or other securities, property and/or rights
contemplated hereunder and of rights in respect of Units and Accounts credited
under this Plan so as to preserve the benefits intended.


5.6. COMPANY'S RIGHT TO WITHHOLD.

         The Company shall satisfy any state or federal income tax withholding
obligation arising upon distribution of the Participant's Account by reducing
the number of shares of Class C Stock otherwise deliverable to the Participant.
The appropriate number of shares required to satisfy such tax withholding
obligation in the case of Stock Units will be based on the Fair Market Value of
a share of Class C Stock on the day prior to the date of distribution. If the
Company, for any reason, cannot satisfy the withholding obligation in accordance
with the preceding sentence, the Participant shall pay or provide for payment in
cash of the amount of any taxes which the Company may be required to withhold
with respect to the benefits hereunder.


5.7        REPURCHASE OF SHARES.

           (a) In the event that the Participant ceases to be employed by the
Company for any reason prior to an Initial Public Offering or an Approved Sale,
the Parent shall, during the sixty (60) days following the Repurchase Period
Commencement Date (the "Repurchase Period"), have the right to repurchase all,
but not less than all, of the Shares distributed to the Participant pursuant to
Section 5.4 (the "Repurchase Right"). The repurchase price for each such Share
will equal the Fair Market Value[, or, if the Participant terminates his
employment with the Company without Good Reason prior to January 1, 2002 or is
terminated by the Company for Cause, the lower of the Designated Price and Fair
Market Value]. If the Parent elects to repurchase the Shares, it shall notify
the Participant at or before the end of the Repurchase Period of such election
and the repurchase price shall be paid in cash at a time set by the Parent
within thirty (30) days after the end of the Repurchase Period provided that the
Participant has presented to the Parent a stock certificate evidencing the
shares properly endorsed for transfer (the "Endorsed Certificate"). The Shares
shall be transferred to the Parent free and clear of all liens, encumbrances,
mortgages, pledges, security interests, restrictions, prior assignments and
claims of any kind or nature whatsoever except those created by the Articles of
Incorporation or this Plan. Notwithstanding the Participant's failure to deliver
the Endorsed Certificate, the Shares represented thereby shall be deemed to be
owned by the Parent upon the payment by the Parent of the repurchase price to
the Participant or his Permitted Transferee, and upon such payment the
Participant and such Permitted Transferee will have no further rights in such
Shares. If the Parent does not repurchase the Shares pursuant to this Section
5.7(a) or Section 5.7(b), the





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restrictions on transfer thereof contained in Section 5.8 of this Plan shall
terminate and be of no further force and effect. Notwithstanding the foregoing,
if the Participant's employment terminates prior to January 1, 2000, the
Repurchase Period shall commence on January 1, 2000.

                  (b). In the event that the Participant ceases to be employed
by Company for any reason prior to an Initial Public Offering or an Approved
Sale and the Parent does not exercise its repurchase rights pursuant to Section
5.7(a), the Participant or his representative, during the 120 days following the
Repurchase Period Commencement Date (the "Put Period"), shall have the right to
require IWH to repurchase all, but not less than all, of the Shares (the "Put
Right"), unless, by the thirtieth (30th) day after IWH and the Parent have
received notice of the Participant's election to exercise the Put Right, the
Parent has notified the Participant and IWH of its election, exercisable in the
discretion of the Parent, to purchase the Shares on the same terms as such
Shares were to be purchased by IWH, in which case such Shares will be acquired
by the Parent. [If the Termination Date is prior to January 1, 2002 (unless the
Participant's employment is terminated because of his death or Permanent
Disability) or if the Participant is terminated for Cause, the repurchase price
for each Share will equal the lower of the Designated Price and Fair Market
Value. In all other cases,] the repurchase price for each Share will equal the
Fair Market Value. If the Participant elects to have the Shares repurchased, the
repurchase price shall be paid in cash on the later of (i) the thirtieth (30)
day after the end of the Put Period or (ii) the day Participant presents to IWH
or the Parent, as applicable, the Endorsed Certificate. The Shares shall be
transferred to IWH or the Parent, as applicable, free and clear of all liens,
encumbrances, mortgages, pledges, security interests, restrictions, prior
assignments and claims of any kind or nature whatsoever except those created by
the Articles of Incorporation or this Plan. Notwithstanding the foregoing, if
the Participant's employment terminates prior to January 1, 2000, the 120 day
period described in the first sentence of this Section 5.7(b) shall commence on
January 1, 2000.

                  (c).The Fair Market Value of Shares to be purchased by the
Parent hereunder shall be determined in good faith by the Parent's Board of
Directors. The Board of Directors shall make its determination of Fair Market
Value annually (the "Annual Valuation") promptly after the completion of the
Parent's audited financial statements for the year then completed and such
determination shall remain in effect until the Board of Directors makes the next
Annual Valuation. Notwithstanding the foregoing, if the Board of Directors or an
investment banker or appraiser appointed by the Parent makes a determination of
Fair Market Value subsequent to an Annual Valuation, such subsequent
determination shall supersede the Annual Valuation then in effect and shall
establish the Fair Market Value until the next Annual Valuation. The Fair Market
Value shall be based on an assumed sale of 100% of the outstanding capital stock
of the Parent (without reduction for minority interest or lack of liquidity of
the Shares or similar discount). If such determination of the Fair Market Value
is challenged by the Participant, a mutually acceptable investment banker or
appraiser shall establish the Fair Market Value as of the date of valuation
referenced in the Annual Valuation or a subsequent determination. The investment
banker's or appraiser's determination shall be conclusive and binding on the
Parent and the Participant. The Parent shall bear all costs incurred in
connection with the services of such investment banker or appraiser unless the
Fair Market Value established by such investment banker or appraiser is less
than 115% of the determination challenged by the Participant, in




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which case the Participant shall promptly pay or reimburse the Parent for half
of such costs. If the Participant and the Parent cannot agree upon an investment
banker or appraiser, they shall each choose an investment banker or appraiser
and the two shall choose a third investment banker or appraiser who shall
establish the Fair Market Value. Notwithstanding the foregoing, the Parent shall
obtain valuation of all of its Common Stock at least once annually for purposes
of the Participant's estate and gift planning; provided, however, that such
valuation is not binding on the Board of Directors for purposes of determining
Fair Market Value.

                  (d).The Participant shall not be considered to have ceased to
be employed by the Company for purposes of this Plan if he continues to be
employed by an affiliate of the Company or the Parent.


5.8        RESTRICTIONS ON TRANSFERS OF SHARES.

         Subject to Section 5.7 hereof, prior to an Initial Public Offering or
an Approved Sale, the Shares shall not be transferable or transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
except that a Participant may transfer the Shares to a Permitted Transferee or
pursuant to the Articles of Incorporation. For purposes of this Plan, a
"Permitted Transferee" includes (a) his spouse, child, estate, personal
representative, heir or successor (b) a trust for the benefit of the Participant
or his spouse, child or heir and (c) a partnership the partners of which consist
solely of the Participant and/or his spouse, child, heir, and/or successor. This
Plan shall be binding on and enforceable against any person who is a Permitted
Transferee of the Shares. The stock certificates issued to evidence Shares
hereunder shall bear a legend referring to this Plan and the restrictions
contained herein.




                                   ARTICLE VI

                                 ADMINISTRATION


6.1. THE ADMINISTRATOR.

         The Committee hereunder shall consist of the Board or a committee of
Directors appointed from time to time by the Board to serve as administrator of
this Plan. Any member of the Committee may resign by delivering a written
resignation to the Board. Members of the Committee shall not receive any
additional compensation for administration of this Plan.


6.2. COMMITTEE ACTION.

         Action of the Committee with respect to the administration of this Plan
shall be taken pursuant to a majority vote or by unanimous written consent of
its members.





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6.3. RIGHTS AND DUTIES.

         Subject to the limitations of this Plan, the Committee shall be charged
with the general administration of this Plan and the responsibility for carrying
out its provisions, and shall have powers necessary to accomplish those
purposes, including, but not by way of limitation, the following:


         (a) To construe and interpret this Plan;


         (b) To resolve any questions concerning the amount of benefits payable
to a Participant;


         (c) To make all other determinations required by this Plan;


         (d) To maintain all the necessary records for the administration of
this Plan; and


         (e) To make and publish forms, rules and procedures for the
administration of this Plan.


         The determination of the Committee made in good faith as to any
disputed question or controversy and the Committee's determination of benefits
payable to Participants shall be conclusive. In performing its duties, the
Committee shall be entitled to rely on information, opinions, reports or
statements prepared or presented by: (i) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such matters; and
(ii) counsel (who may be employees of the Company), independent accountants and
other persons as to matters which the Committee believes to be within such
persons' professional or expert competence. The Committee shall be fully
protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of such persons. The Committee may delegate ministerial,
bookkeeping and other non-discretionary functions to individuals who are
officers or employees of the Company.


6.4. INDEMNITY AND LIABILITY.

         All expenses of the Committee shall be paid by the Company and the
Company shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties. No member of the Committee shall
be liable for any act or omission of any other member of the Committee nor for
any act or omission on his or her own part, excepting only his or her own
willful misconduct or gross negligence. To the extent permitted by law, the
Company shall indemnify and save harmless each member of the Committee against
any and all expenses and liabilities arising out of his or her membership on the
Committee, excepting only expenses and liabilities arising out of his or her own
willful misconduct or gross negligence, as determined by the Board.






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                                   ARTICLE VII

                          PLAN CHANGES AND TERMINATION


7.1. AMENDMENTS.

         The Board shall have the right to amend this Plan in whole or in part
from time to time or may at any time suspend or terminate this Plan; PROVIDED,
however, that no amendment or termination shall cancel or otherwise adversely
affect in any way, without his written consent, the Participant's rights with
respect to Stock Units and Dividend Equivalents credited to his Stock Unit
Account. Any amendments authorized hereby shall be stated in an instrument in
writing, and the Participant shall be bound thereby upon receipt of notice
thereof.


7.2. TERM.

         It is the current expectation of the Company that this Plan shall be
continued for a period of 10 years after the Effective Date, but continuance of
this Plan is not assumed as a contractual obligation of the Company. In the
event that the Board decides to discontinue or terminate this Plan, it shall
notify the Committee and the Participant of its action in writing, and this Plan
shall be terminated at the time therein set forth. The Participant shall be
bound thereby. In such event, the then credited benefits of the Participant
shall be distributed at the time(s) and in the manner elected and provided under
Section 5.4.


                                  ARTICLE VIII

                                  MISCELLANEOUS


8.1. LIMITATION ON PARTICIPANT'S RIGHTS.

         Participation in this Plan shall not give the Participant the right to
continued employment with the Company or any distribution or other rights or
interests other than as herein provided. The Participant shall not have any
right to any distribution or other benefit hereunder except to the extent
provided in this Plan. This Plan shall create only a contractual obligation on
the part of the Company as to such benefits and shall not be construed as
creating a trust. This Plan, in and of itself, has no assets. The Participant
shall have rights no greater than the right to receive the Class C Stock as a
general unsecured creditor of the Company.


8.2. BENEFICIARIES.

         (a) BENEFICIARY DESIGNATION. Subject to conditions imposed by the
Company, the Participant may designate in writing the Beneficiary or
Beneficiaries (as defined in Section 8.2(b)) whom the Participant desires to
receive any shares of Class C stock payable under this Plan after his death. The
Company and the Committee may rely on the Participant's designation of a
Beneficiary or Beneficiaries last filed in accordance with the terms of this
Plan.




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<PAGE>   13

         (b) DEFINITION OF BENEFICIARY. The Participant's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under this Plan in the event of the Participant's death,
and shall mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the circumstances.


8.3. BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS.

         Benefits of the Participant under this Plan shall not be assignable or
transferable and any purported transfer, assignment, pledge or other encumbrance
or attachment of any benefits under this Plan, or any interest therein, other
than by operation of law or pursuant to Section 8.2, shall not be permitted or
recognized. Obligations of the Company under this Plan shall be binding upon
successors of the Company.


8.4. GOVERNING LAW; SEVERABILITY.

         The validity of this Plan or any of its provisions shall be construed,
administered and governed in all respects under and by the laws of the State of
Pennsylvania. If any provisions of this instrument shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.


8.5. COMPLIANCE WITH LAWS.

         This Plan and the offer, issuance and delivery of shares of Class C
Stock through the deferral of compensation or grant of Stock Units under this
Plan are subject to compliance with all applicable federal and state laws, rules
and regulations (including but not limited to state and federal securities law)
and to such approvals by any listing, agency or any regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. Any securities delivered under this Plan
shall be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations
to the Company as the Company may deem necessary or desirable to assure
compliance with all applicable legal requirements.


8.6. HEADINGS NOT PART OF PLAN.

         Headings and subheadings in this Plan are inserted for reference only
and are not to be considered in the construction of the provisions hereof.





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