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                                                                   Exhibit 10.43


                             STOCK OPTION AGREEMENT
                                 PURSUANT TO THE
                          WERNER HOLDING CO. (PA), INC.
                              STOCK INCENTIVE PLAN

         THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of December
30, 1999 (the "Effective Date"), between Werner Holding Co. (PA), Inc., a
Pennsylvania corporation (the "Company"), and Dennis G. Heiner (the "Optionee").

                                 R E C I T A L S
                                 ---------------

         A. The Company has adopted the Werner Holding Co. (PA) Inc. Stock
Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 1.

         B. The Company desires to grant the Optionee the opportunity to acquire
a proprietary interest in the Company to encourage the Optionee's contribution
to the success and progress of the Company.

         C. In accordance with the Plan, the Committee (as defined in the Plan)
has granted to the Optionee a non-qualified option to purchase shares of Class C
Stock, $0.01 par value, of the Company (the "Class C Stock") subject to the
terms and conditions of the Plan and this Agreement.

                                   AGREEMENTS
                                   ----------

         1.       DEFINITIONS. Capitalized terms used herein shall have the
                  following meanings:

         "Act" is defined in Section 10(a).

         "Agreement" means this Stock Option Agreement.

         "Annual Valuation" is defined in Section 9(d).

         "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 Company or its business of greater than 50% (disregarding for
this purpose any disparate voting rights attributable to the outstanding stock
of the Company), whether pursuant to the sale of the stock of the Company, the
sale of the assets of the Company, 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 Company, as amended from time to time.

         "Cause" has the meaning set forth in the Employment Agreement.





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         "Class C Stock" is defined in recital C.

         "Closing Date" means November 24, 1997.

         "Company" is defined in the preamble.

         "Permanent Disability" has the meaning set forth in the Employment
Agreement.

         "EBITDA" is defined in Section 3(a).

         "Effective Date" is defined in the preamble.

         "Employment Agreement" means the Employment Agreement between Buyer and
Werner Co., a subsidiary of the Company dated as of May 26, 1999, as amended
from time to time.

         "Endorsed Certificate" is defined in Section 9(a).

         "Exercise Price" is defined in Section 2.

         "Fair Market Value" means the value of a Share, as of the Termination
Date, calculated pursuant to Section 9(d).

         "Fiscal Year" means the fiscal year of the Company.

         "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 Company 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 Company who became
shareholders as of the Closing Date (other than any such shareholders who are
also employees of the Company or were shareholders of the Company prior to the
Closing Date) and any transferees of such shareholders prior to an Initial
Public Offering or an Approved Sale.

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

         "Option" is defined in Section 2.

         "Optionee" is defined in the preamble.

         "Option Shares" is defined in Section 2.



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         "Plan" is defined in recital A.

         "Put Period" and "Put Right" are defined in Section 9(b).

         "Repurchase Period" and "Repurchase Right" are defined in Section 9(a).

         "Retirement" means age 65.

         "Subsidiary" means any joint venture, corporation, partnership or other
entity as to which the Company, whether directly or indirectly, has more than
50% of the (i) voting rights or (ii) rights to capital or profits.

         "Termination Date" means the date on which the Optionee ceases to be
employed by the Company for any reason.

         2. GRANT OF OPTION. The Company grants to the Optionee the right and
option (the "Option") to purchase, on the terms and conditions hereinafter set
forth, all or any part of the number of shares of Class C Stock set forth below
the Optionee's signature below (the "Option Shares"), at the purchase price of
$2,421.29 per Share (as such amount may be adjusted, the "Exercise Price"), on
the terms and conditions set forth herein.

         3.       EXERCISABILITY.

                  (a) The Option shall become exercisable to the extent of the
one-fifth (1/5) of the number of Option Shares as of the end of each fiscal year
set forth on Exhibit 2 of this Agreement if the Company's Earnings before
Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined on Exhibit
2, equals or exceeds the Target annual EBITDA amount set forth in column (B) of
Exhibit 2 with respect to such fiscal year, provided further that, if the EBITDA
for a fiscal year equals at least ninety percent (90%) of the Target annual
EBITDA set forth in column B of Exhibit 2 for such year, the Option shall become
exercisable to the extent provided in column (B) of Exhibit 3 of this Agreement.
If for any fiscal year set forth on Exhibit 2 the Company's cumulative annual
EBITDA amount for that and the preceding fiscal years equals or exceeds the
Cumulative Target EBITDA amount set forth in column (C) of Exhibit 2 with
respect to such fiscal year, the Option shall become exercisable to the extent
that it would have become exercisable had the Company achieved its Target annual
EBITDA amounts for that and each of the preceding fiscal years; provided,
however, that notwithstanding the Company's cumulative EBITDA amount equaling or
exceeding the Cumulative Target EBITDA amount, the Option shall not become
exercisable (subject to Section 3(b)) as to any year in which the Company's
EBITDA does not equal or exceed the Minimum Level EBITDA amount set forth in
column (A) of Exhibit 2 with respect to such fiscal year.

                  (b) Notwithstanding Sections 3(a), (i) upon the occurrence of
an Initial Public Offering, in which case the schedule set forth in Section 3(a)
shall not apply to the extent that Options are not yet exercisable, the Optionee
shall have the right (A) to exercise one-third (1/3) of all unexercisable
Options on the first anniversary of the Initial Public Offering, provided that
the Optionee remains continuously employed by the Company through such
anniversary; (B) to





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exercise an additional one third (1/3) of all unexercisable Options (as of the
first anniversary) on the second anniversary of the Initial Public Offering,
provided that the Optionee remains continuously employed by the Company through
such anniversary; and (C) to exercise the remaining one-third (1/3) of all
unexercisable Options on the third anniversary of the Initial Public Offering,
provided that the Optionee remains continuously employed by the Company through
such anniversary; (ii) upon the occurrence of an Approved Sale, in which case
the schedule set forth in Section 3(a) shall not apply to the extent that
Options are not yet exercisable, the Optionee shall have the right to exercise
up to fifty percent (50%) of all unexercisable Options, provided, and to the
extent, that the Initial Stockholders receive a twenty percent (20%) annual
internal rate of return (calculated on a fully diluted basis) from the Closing
Date until the date of closing of the Approved Sale (taking into account the
Approved Sale), and shall have the right to exercise up to one-hundred percent
(100%) of all unexercisable Options if the Initial Stockholders receive a thirty
percent (30%) annual internal rate of return (calculated on a fully diluted
basis) from the Closing Date until the date of closing of the Approved Sale
(taking into account the Approved Sale), and (iii) upon the seventh (7th)
anniversary of the date hereof, provided the Optionee remains continuously
employed by the Company through such anniversary, any unexercisable Option shall
immediately become fully exercisable.

         4.       EXPIRATION.

                  (a) Subject to Section 6(a), the exercisable portion of the
Option shall expire upon the thirtieth (30th) day following the seventh (7th)
anniversary of the Effective Date unless (i) at any time prior to the earlier of
an Approved Sale or January 1, 2002, the Optionee resigns without Good Reason,
in which case the exercisable portion of the option shall expire thirty (30)
days following the Termination Date, or (ii) the Optionee is terminated for
Cause from employment by the Company, in which case the exercisable portion of
the Option shall expire on the Termination Date, or (iii) in the event the
Optionee is terminated other than for Cause from employment by the Company and
the Company exercises the repurchase right pursuant to Section 9 hereof, or in
the event the Optionee or his or her representative exercises the put right
pursuant to Section 9 hereof, the exercisable portion of the Option shall expire
on the business day immediately preceding the Repurchase Date, the Put Date, or
the date on which the Company acquires any Option Shares pursuant to Section
9(c) hereof, as the case may be.

                  (b) The unexercisable portion of the Option shall expire on
the earlier to occur of (i) the Termination Date except in the case where the
employment of the Optionee is terminated without Cause, for Good Reason, or due
to Retirement, death or Permanent Disability, in which case the unexercisable
portion of the Option shall terminate on the thirtieth (30th) day following the
date on which the Optionee received notice of the EBITDA for the Fiscal Year
during which the Termination Date occurred, and a pro rata portion of the
portion of the Option scheduled to become exercisable in the year including the
Termination Date shall become exercisable as if the Optionee's employment had
not been terminated, such proration to be determined upon the number of days
elapsed in the year in which the Termination Date occurred, or (ii) except to
the extent provided in Section 3(b)(ii), an Approved Sale.

         5. NONTRANSFERABILITY. Subject to Section 9 hereof, the Option shall
not be




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transferable by the Optionee except that the Optionee may transfer the Option to
(a) his or her spouse, child, estate, personal representative, heir or successor
(b) a trust for the benefit of the Optionee or his or her spouse, child or heir,
or (c) a partnership the partners of which consist solely of the Optionee and/or
his or her spouse, child, heir, and/or successor (each, a "permitted
transferee") and the Option is exercisable, during the Optionee's lifetime, only
by him or her or his or her spouse or child, or, in the event of the Optionee's
Permanent Disability, his or her guardian or legal representative. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as aforesaid), pledged or hypothecated
in any way (whether by operation of law or otherwise), and shall not be subject
to execution, attachment or similar process. Any assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof, and the levy of any attachment or similar process upon the Option that
would otherwise effect a change in the ownership of the Option, shall terminate
the Option; provided, however, that in the case of the involuntary levy of any
attachment or similar involuntary process upon the Option, the Optionee shall
have thirty (30) days after notice thereof to cure such levy or process before
the Option terminates. This Agreement shall be binding on and enforceable
against any person who is a permitted transferee of the Option pursuant to the
first sentence of this Section.

         6.       EFFECT OF APPROVED SALE; ADJUSTMENTS.

                  (a) Subject to Section 6(b), in the event of an Approved Sale,
the unexercised portion of the Option shall terminate upon such Approved Sale,
provided that, unless the agreement or plan of merger effecting such Approved
Sale provides that the Optionee shall receive upon such Approved Sale, with
respect to the entire exercisable but unexercised portion of the Option, the
same consideration that the holders of the Class C Stock shall be entitled to
receive upon such Approved Sale, less the Exercise Price attributable to such
exercisable but unexercised portion, then the Optionee shall be given at least
thirty (30) days' prior notice of the proposed Approved Sale and shall be
entitled to exercise such exercisable but unexercised portion of the Option at
any time during such thirty (30) day period up to and until the close of
business on the day immediately preceding the date of consummation of such
Approved Sale and upon exercise of the Option the Option Shares shall be treated
in the same manner as the shares of any other holder of Class C Stock.

                  (b) Notwithstanding Section 6(a), if the shares of the Class C
Stock, or to the extent it affects the economic rights of the holders of the
Class C Stock, shares of Class D stock or Class E stock of the Company, are
changed into or exchanged for a different number or kind of shares or
securities, as the result of any one or more reorganizations, recapitalizations,
mergers, acquisitions, stock splits, reverse stock splits, stock dividends or
similar events, an appropriate adjustment shall be made in the number and kind
of shares or other securities subject to the Option, and the price for each
share or other unit of any securities subject to this Agreement, in accordance
with Section 13 of the Plan. No fractional interests shall be issued on account
of any such adjustment unless the Committee specifically determines to the
contrary; provided, however, that in lieu of fractional interests, the Optionee,
upon the exercise of the Option in whole or part, shall receive cash in an
amount equal to the amount by which the fair



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market value of such fractional interests exceeds the Exercise Price
attributable to such fractional interests.

         7. EXERCISE OF THE OPTION. Prior to the expiration thereof, the
Optionee may exercise the exercisable portion of the Option from time to time in
whole or in part. Upon electing to exercise the Option, the Optionee shall
deliver to the Secretary of the Company a written and signed notice of such
election setting forth the number of Option Shares the Optionee has elected to
purchase and shall at the time of delivery of such notice tender cash or a
cashier's or certified bank check to the order of the Company for the full
Exercise Price of such Option Shares and any amount required pursuant to Section
16 hereof. Alternatively, if the Company is not at the time prohibited from
purchasing or acquiring shares of its capital stock, the Exercise Price may be
paid in whole or in part by delivery of shares of the Class C Stock owned by the
Optionee or by the Optionee directing the Company to withhold shares otherwise
issuable upon exercise provided that Optionee has owned such shares for at least
six (6) months. The value of any such shares delivered or withheld as payment of
the Exercise Price shall be such shares' fair market value as determined by the
Committee. The Committee further may, in its discretion, permit payment of the
Exercise Price in such form or in such manner as may be permissible under the
Plan and under any applicable law.

         8. RESTRICTIONS ON TRANSFERS OF SHARES ISSUABLE UPON EXERCISE. Subject
to Section 9 hereof, prior to the earlier of (A) 180 days following an Initial
Public Offering or (B) an Approved Sale, the Option Shares shall not be
transferable or transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) except that the Optionee may transfer
the Option Shares (i) to a permitted transferee, as defined in Section 5 of this
Agreement, or (ii) as permitted by the Articles of Incorporation. This Agreement
shall be binding on and enforceable against any person who is a permitted
transferee of the Option Shares except a person who acquires the Option Shares
pursuant to the Articles of Incorporation or as part of the Initial Public
Offering. The stock certificates issued to evidence Option Shares upon exercise
of the Option hereunder shall bear a legend referring to this Agreement and the
restrictions contained herein.

         9.       REPURCHASE OF OPTION SHARES.

                  (a) In the event that the Optionee ceases to be employed by
the Company for any reason prior to an Initial Public Offering or an Approved
Sale, the Company, during the sixty (60) days following the Termination Date
(subject to Section 9(c), the "REPURCHASE PERIOD") shall have the right to
purchase all, but not less than all, of the Option Shares (the "Repurchase
Right"). The purchase price for each Option Share shall equal Fair Market Value,
or, if the Optionee resigns without Good Reason prior to January 1, 2002 or is
terminated for Cause at any time, the lower of Fair Market Value or the Exercise
Price. If the Company elects to purchase the Option Shares, it shall notify the
Optionee at or before the end of the Repurchase Period of such election and the
purchase price shall be paid in cash at a time set by the Company (the
"Repurchase Date") within thirty (30) days after the end of the Repurchase
Period, provided that the Optionee has presented to the Company a stock
certificate evidencing the Option Shares duly endorsed for transfer (the
"Endorsed Certificate"). If the Optionee fails to deliver the Endorsed



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Certificate, the Option Shares represented thereby shall be deemed to have been
purchased upon (i) the payment by the Company of the purchase price to the
Optionee or his or her permitted transferee or (ii) notice to the Optionee or
such permitted transferee that the Company is holding the purchase price for the
account of the Optionee or such permitted transferee, and upon such payment or
notice the Optionee and such permitted transferee will have no further rights in
or to such Option Shares. The Company may assign its Repurchase Right hereunder
to IWH or to an affiliate of the Company. If the Option Shares are not purchased
pursuant to Section 9(a) or 9(b), the restrictions on transfer thereof contained
in Sections 5 and 8 of this Agreement shall terminate and be of no further force
and effect.

                  (b) If the Optionee's employment by the Company is terminated
prior to an Initial Public Offering or an Approved Sale (i) by the Company
without Cause or by the Optionee for any reason; (ii) due to the Optionee's
Retirement, death or Permanent Disability; or (iii) by the Company with Cause
after January 1, 2002, the Optionee or his or her representative, during the 120
days following the Termination Date (subject to Section 9(c), the "Put Period")
shall have the right to require IWH to purchase all, but not less than all, of
the Option Shares then held by Optionee (the "Put Right"), shall unless, by the
thirtieth (30) day after the Company and IWH have received notice of the
Optionee's election to exercise the Put Right , the Company has notified the
Optionee and IWH of its election, exercisable at the discretion of the Company,
to purchase the Option Shares on the same terms as such Option Shares were to be
purchased by IWH, in which case such Option Shares will be acquired by the
Company. The purchase price shall be at Fair Market Value, unless the employment
of the Optionee is terminated for any reason other than Retirement, death, or
Permanent Disability prior to January 1, 2002, in which case the purchase price
will be the lower of Fair Market Value or the Exercise Price. The purchase price
shall be paid in cash at a time specified by IWH or the Company, as applicable,
within thirty (30) days after the end of the Put Period, provided that IWH or
the Company, as the case may be, need not pay the purchase price until such
later time that the Optionee presents to IWH or the Company, as applicable, the
Endorsed Certificate.

                  (c) In the event that (i) on the Termination Date, Optionee
owns Option Shares that have not been owned by the Optionee for a period of at
least six (6) months, and/or (ii) following the Termination Date, the Optionee
exercises any then outstanding vested Option pursuant to this Agreement
(including without limitation any Option which becomes exercisable by virtue of
Section 4(b) hereof), with respect to all such Option Shares, the Repurchase
Period and the Put Period will not commence on the Termination Date but rather
will commence on the first date on which all such Option Shares have been owned
by Optionee for six (6) months.

                  (d) The Fair Market Value of Option Shares to be purchased by
the Company or IWH, as the case may be, hereunder shall be determined in good
faith by the Company'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 Company'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 Company
makes a determination of Fair Market Value subsequent to an Annual Valuation,
such subsequent






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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 Company (without reduction for minority interest or lack of liquidity of
the Option Shares or similar discount). If such determination of the Fair Market
Value is challenged by the Optionee, 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
Company and the Optionee. The Company 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 Optionee, in which case the
Optionee shall promptly pay or reimburse the Company for half of such costs. If
the Optionee and the Company 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 Company shall obtain valuation
of all of its common stock at least once annually for purposes of the Optionee'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.

                  (e) The Optionee shall not be considered to have ceased to be
employed by the Company for purposes of this Agreement if he continues to be
employed by the Company or a Subsidiary, or by a company of which the Company is
a Subsidiary.

         10.      COMPLIANCE WITH LEGAL REQUIREMENTS.

                  (a) No Option Shares shall be issued or transferred pursuant
to this Agreement unless and until all legal requirements applicable to such
issuance or transfer have, in the opinion of counsel to the Company, been
satisfied. Such requirements may include, but are not limited to, registering or
qualifying such Shares under any state or federal law, satisfying any applicable
law relating to the transfer of unregistered securities or demonstrating the
availability of an exemption from applicable laws, placing a legend on the
Shares to the effect that they were issued in reliance upon an exemption from
registration under the Securities Act of 1933, as amended (the "Act"), and may
not be transferred other than in reliance upon Rule 144 or Rule 701 promulgated
under the Act, if available, or upon another exemption from the Act, or
obtaining the consent or approval of any governmental regulatory body.

                  (b) The Optionee understands that the Company intends for the
offering and sale of Option Shares to be effected in reliance upon Rule 701 or
another available exemption from registration under the Act and intends to file
a Form 701 as appropriate, and that the Company is under no obligation to
register for resale the Option Shares issued upon exercise of the Option,
subject to other applicable agreements or the Articles of Incorporation. In
connection with any such issuance or transfer, the person acquiring the Option
Shares shall, if requested by the Company, provide information and assurances
satisfactory to counsel to the Company with respect to such matters as the
Company reasonably may deem desirable to assure compliance with all applicable
legal requirements.



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         11. SUBJECT TO ARTICLES OF INCORPORATION. The Optionee acknowledges
that the Option Shares are subject to the terms of the Articles of
Incorporation.

         12. NO INTEREST IN SHARES SUBJECT TO OPTION. Neither the Optionee
(individually or as a member of a group) nor any beneficiary or other person
claiming under or through the Optionee shall have any right, title, interest, or
privilege in or to any shares of stock allocated or reserved for the purpose of
the Plan or subject to this Agreement except as to such Option Shares, if any,
as shall have been issued to such person upon exercise of an Option or any part
thereof.

         13. PLAN CONTROLS. The Option hereby granted is subject to, and the
Company and the Optionee agree to be bound by, all of the terms and conditions
of the Plan as the same may be amended from time to time in accordance with the
terms thereof, but no such amendment shall be effective as to the Option without
the Optionee's consent insofar as it may adversely affect the Optionee's rights
under this Agreement.

         14. NOT AN EMPLOYMENT CONTRACT. Nothing in the Plan, in this Agreement
or any other instrument executed pursuant thereto shall confer upon the Optionee
any right to continue in the employ of the Company or any Subsidiary or shall
affect the right of the Company or any Subsidiary to terminate the employment of
the Optionee with or without Cause.

         15. GOVERNING LAW. All terms of and rights under this Agreement shall
be governed by and construed in accordance with the internal laws of the
Commonwealth of Pennsylvania, without giving effect to principles of conflicts
of law.

         16. TAXES. The Committee may, in its discretion, make such provisions
and take such steps as it may deem necessary or appropriate for the withholding
of all federal, state, local and other taxes required by law to be withheld with
respect to the issuance or exercise of the Option including, but not limited to,
deducting the amount of any such withholding taxes from any other amount then or
thereafter payable to the Optionee, requiring the Optionee to pay to the Company
the amount required to be withheld or to execute such documents as the Committee
deems necessary or desirable to enable it to satisfy its withholding
obligations, or any other means provided in the Plan; provided further that the
Optionee may satisfy all aforesaid withholding tax obligations by directing the
Company to withhold that number of Option Shares with an aggregate Fair Market
Value equal to the amount of all federal, state, local and other taxes required
to be withheld, or delivering to the Company such number of previously held
Shares, which Shares have been owned by the Optionee for at least six (6) months
with an aggregate Fair Market Value equal to the minimum statutory amount of the
federal, state, local and other taxes required to be withheld.

         17. NOTICES. All notices, requests, demands and other communications
pursuant to this Agreement shall be in writing and shall be deemed to have been
duly given if personally delivered, telexed or telecopied to, or, if mailed,
when received by, the other party at the following addresses (or at such other
address as shall be given in writing by either party to the other):





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         If to the Company to:

                  Werner Holding Co. (PA), Inc.
                  93 Werner Road
                  Greenville, PA  16125
                  Attention:  Eric J. Werner, General Counsel

                  With a copy to:

                  Gibson, Dunn & Crutcher LLP
                  200 Park Avenue, 47th Floor
                  New York, New York 10166-0193
                  Attention:  E. Michael Greaney, Esq.

         If to Investcorp Werner Holdings L.P. to:

                  Investcorp Werner Holdings L.P.
                  P.O. Box 1111, West Wind Building
                  Grand Cayman, Cayman Islands B.W.I.

                  With a copy to:

                  Investcorp Management Services Limited
                  c/o Investcorp Bank E.C.
                  P.O. Box 5430
                  Manama, Bahrain
                  Attention:  H. Richard Lukens, III

         If to the Optionee to the address set forth below the Optionee's
signature below.

         18. AMENDMENTS AND WAIVERS. This Agreement may be amended, and any
provision hereof may be waived, only by a writing signed by the party to be
charged.

         19. ENTIRE AGREEMENT. This Agreement, together with the Plan, sets
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersedes all prior oral and written and all
contemporaneous oral discussions, agreements and understandings of any kind or
nature.

         20. SEPARABILITY. In the event that any provision of this Agreement is
declared to be illegal, invalid or otherwise unenforceable by a court of
competent jurisdiction, such provision shall be reformed, if possible, to the
extent necessary to render it legal, valid and enforceable, or otherwise
deleted, and the remainder of this Agreement shall not be affected except to the
extent necessary to reform or delete such illegal, invalid or unenforceable
provision.

         21. HEADINGS. The headings preceding the text of the sections hereof
are inserted solely for convenience of reference, and shall not constitute a
part of this Agreement, nor shall they affect its meaning, construction or
effect.




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         22. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but which together shall constitute
one and the same instrument.

         23. FURTHER ASSURANCES. Each party shall cooperate and take such action
as may be reasonably requested by another party in order to carry out the
provisions and purposes of this Agreement.

         24. REMEDIES. In the event of a breach by any party to this Agreement
of its obligations under this Agreement, any party injured by such breach, in
addition to being entitled to exercise all rights granted by law, including
recovery of damages, shall be entitled to specific performance of its rights
under this Agreement. The parties agree that the provisions of this Agreement
shall be specifically enforceable, it being agreed by the parties that the
remedy at law, including monetary damages, for breach of any such provision will
be inadequate compensation for any loss and that any defense in any action for
specific performance that a remedy at law would be adequate is hereby waived.

         25. BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective permitted successors and
assigns.

         26. CERTAIN ADDITIONAL REPRESENTATIONS AND WARRANTIES. The Company
hereby represents and warrants to the Optionee that the Option Shares shall not
be subject to dilution upon (i) the conversion, pursuant to the terms of the
Articles of Incorporation, of (A) any of the Company's Class D Stock or Class E
Stock, each with a par value of $0.01, or (B) any of the Class C Stock, or (ii)
the exercise of those certain warrants issued by the Company on November 24,
1997 entitling the holder thereof to purchase shares of the Company's Class E
Stock, $0.01 par value.






                                       11
<PAGE>   12



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.


                       WERNER HOLDING CO. (PA), INC.


                       By:  ___________________________________________
                       Name:
                       Title:



                       -------------------------------
                       Name:  Dennis G. Heiner
                       Address:    130 Thorntree Lane
                                   Winnetka, IL  60093

                       Number of Option Shares:  1,250

Accepted and agreed to for purposes
of Section 9(b) only:

INVESTCORP WERNER HOLDINGS L.P.


By:  ________________________________________________
Name:
Title:








                                       12
<PAGE>   13



                                    EXHIBIT 1

                          WERNER HOLDING CO. (PA), INC.
                              STOCK INCENTIVE PLAN

         l. ESTABLISHMENT AND PURPOSE OF THE PLAN. This Management Stock
Incentive Plan (the "Plan") is established by Werner Holding Co. (PA), Inc., a
Pennsylvania corporation (the "Company"), as of November 24, 1997. The Plan is
designed to enable the Company to attract, retain and motivate directors,
members of the management and certain other officers and key employees the
Company, and its subsidiaries, by providing for or increasing their proprietary
interest in the Company. The Plan provides for the grant of options ("Options")
that qualify as incentive stock options ("Incentive Stock Options") under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as
well as Options that do not so qualify ("Non-Qualified Options"), for the grant
of stock appreciation rights ("Stock Appreciation Rights") and for the sale or
grant of restricted stock ("Restricted Stock").

         2. STOCK SUBJECT TO PLAN. The number of shares of stock that may be
subject to Options or Stock Appreciation Rights granted hereunder plus the
number of shares of stock that may be granted or sold as Restricted Stock
hereunder shall not in the aggregate exceed 8,353 shares of the Company's Class
C Common Stock (the "Shares"), subject to adjustment under Section 13 hereof;
provided further that the number of Shares that a Participant (as hereinafter
defined) may receive pursuant to the Plan shall in no event exceed 2,500 in any
year. The Shares that may be subject to Options granted and Restricted Stock
sold or granted under the Plan may be authorized and unissued Shares or Shares
reacquired by the Company and held as treasury stock.

         Shares that are subject to the unexercised portions of any Options that
expire, terminate or are canceled, and Shares that are subject to any Stock
Appreciation Rights that expire, terminate or are canceled, and Shares of
Restricted Stock that are reacquired by the Company pursuant to the restrictions
thereon, shall again be available for the grant of Options or Stock Appreciation
Rights and the sale or grant of Restricted Stock under the Plan. If a Stock
Appreciation Right is exercised, any Option or portion thereof that is
surrendered in connection with such exercise shall terminate and the Shares
theretofore subject to the Option or portion thereof shall not be available for
further use under the Plan.

         3. SHARES SUBJECT TO ARTICLES OF INCORPORATION. All Shares issuable
under Options or Stock Appreciation Rights and all Shares of Restricted Stock
sold or granted pursuant to this Plan shall be subject to the terms and
restrictions contained in the Articles of Incorporation of the Company. A copy
of the Articles of Incorporation shall be delivered to the recipient of an
Option, Stock Appreciation Right or Restricted Stock at the time of grant or
issuance.

         4. ADMINISTRATION OF THE PLAN. The Plan shall be administered by a
committee (the "Committee") appointed by the Board of Directors (the "Board") of
the Company. If no persons are designated by the Board to serve on the
Committee, the Plan shall be administered by the Board and all references herein
to the Committee shall refer to the Board. The Board shall have






<PAGE>   14

the discretion to add, remove or replace members of the Committee, and shall
have the sole authority to fill vacancies on the Committee; provided that one
member of the Committee shall be a member of the Board appointed pursuant to
Section 4(iii) of the Shareholder Agreement (the "Shareholder Agreement") by and
among the Company, the holders of Class D Common Stock of the Company, and the
Designated Shareholders, as such term is defined in the Shareholder Agreement.

         All actions of the Committee shall be authorized by a majority vote
thereof at a duly called meeting. The Committee shall have the sole authority,
in its absolute discretion, to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable in the administration of the
Plan, to construe and interpret the Plan, the rules and regulations, and the
agreements and other instruments evidencing Options and Stock Appreciation
Rights granted and Restricted Stock sold or granted under the Plan, and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations, and interpretations of the Committee
shall be final and conclusive upon the Participants, as hereinafter defined.
Notwithstanding the foregoing, any dispute arising under any Agreement (as
defined below) shall be resolved pursuant to the dispute resolution mechanism
set forth in such Agreement.

         Subject to the express provisions of the Plan, the Committee shall
determine the number of Shares subject to grants or sales and the terms thereof,
including the provisions relating to the exercisability of Options and Stock
Appreciation Rights, lapse and non-lapse restrictions upon the Shares obtained
or obtainable under the Plan and the termination and/or forfeiture of Options
and Stock Appreciation Rights and Restricted Stock under the Plan. The terms
upon which Options and Stock Appreciation Rights are granted and Restricted
Stock is sold or granted shall be evidenced by a written agreement, executed by
the Company and the Participant (each, an "Agreement"), containing such terms
and conditions as may be approved by the Committee; provided that such terms and
conditions are not inconsistent with the express conditions of the Plan.

         5. ELIGIBILITY. Persons who shall be eligible for grants of Options or
Stock Appreciation Rights or sales or grants of Restricted Stock hereunder shall
be those directors, officers and employees of the Company or a subsidiary of the
Company who are members of a select group of directors, management and other key
employees that the Committee may from time to time designate to participate
under the Plan ("Participants") through grants of Non-Qualified Options,
Incentive Stock Options and, if applicable, Stock Appreciation Rights, and/or
through sales or grants of Restricted Stock.

         6. TERMS AND CONDITIONS OF OPTIONS. No Incentive Stock Option shall be
granted for a term of more than ten years and no Non-Qualified Option shall be
granted for a term of more than ten (10) years and thirty (30) days. Options
may, in the discretion of the Committee, be granted with associated Stock
Appreciation Rights or be amended so as to provide for associated Stock
Appreciation Rights. The Agreement may contain such other terms, provisions, and
conditions as may be determined by the Committee as long as such terms,
conditions and provisions are not inconsistent with the Plan. The Committee
shall designate as such those





                                       2
<PAGE>   15

Options intended to be eligible to qualify and be treated as Incentive Stock
Options and, correspondingly, those Options not intended to be eligible to
qualify and be treated as Incentive Stock Options.

         7. EXERCISE PRICE OF OPTIONS. The exercise price for each Non-Qualified
Option granted hereunder shall be set forth in the Agreement. For so long as
required under Section 422 of the Code and the regulations promulgated
thereunder (or any successor statute or rules), the exercise price of any Option
intended to be eligible to qualify and be treated as an Incentive Stock Option
shall not be less than the fair market value of the Shares on the date such
Incentive Stock Option is granted, except that if such Incentive Stock Option is
granted to a Participant who on the date of grant is treated under Section
424(d) of the Code as owning stock (not including stock purchasable under
outstanding options) possessing more than ten percent of the total combined
voting power of all classes of the Company's stock, the exercise price shall not
be less than one hundred ten percent (110%) of the fair market value of the
Shares on the date such Incentive Stock Option is granted.

         The fair market value of Shares for the purposes of this Plan shall be
determined by the Board, whose valuation shall be binding upon each Optionee.

         Payment for Shares purchased upon exercise of any Option granted
hereunder shall be in cash at the time of exercise, except that, if either the
Agreement so provides or the Committee so permits, and if the Company is not
then prohibited from doing so, such payment may be made in whole or in part with
surrendered or withheld shares of stock of the same class as the stock then
subject to the Option. The Committee also may on an individual basis permit
payment or agree to permit payment by such other alternative means as may be
lawful, including by delivery of an executed exercise notice together with
irrevocable instructions to a broker promptly to deliver to the Company the
amount of sale or loan proceeds required to pay the exercise price.

         8. NON-TRANSFERABILITY. Unless provided otherwise in the Agreement, any
Option granted under this Plan shall by its terms be nontransferable by the
Participant other than by will or the laws of descent and distribution (in which
case such descendant or beneficiary shall be subject to all terms of the Plan
applicable to Participants) and is exercisable during the Participant's lifetime
only by the Participant or by the Participant's guardian or legal
representative.

         9. INCENTIVE STOCK OPTIONS. The provisions of the Plan are intended to
satisfy the requirements set forth in Section 422 of the Code and the
regulations promulgated thereunder (including the aggregate fair market value
limits set forth in Section 422(d) of the Code) with respect to Incentive Stock
Options granted under the Plan. For so long as required under Section 422 of the
Code and the regulations promulgated thereunder (or any successor statute or
rules), during the term of the Plan, the aggregate fair market value of the
Shares with respect to which Incentive Stock Options are first exercisable by a
Participant during any calendar year shall not exceed $100,000. For the purpose
of this Section 9, the fair market value of the Shares shall be determined at
the time the Incentive Stock Option is granted.

         10. STOCK APPRECIATION RIGHTS. The Committee may, under such terms and






                                       3
<PAGE>   16

conditions as it deems appropriate, grant to any Participant selected by the
Committee Stock Appreciation Rights, which may or may not be associated with
Options. Upon exercise of a Stock Appreciation Right, the Participant shall be
entitled to receive payment of an amount equal to the excess of the fair market
value, as defined by the Committee, of the underlying Shares on the date of
exercise over the Stock Appreciation Right's exercise price. Such payment may be
made in additional Shares valued at their fair market value on the date of
exercise or in cash, or partly in Shares and partly in cash, as the Committee
may designate. The Committee may require that any Stock Appreciation Right shall
be subject to the condition that the Committee may at any time in its absolute
discretion not allow the exercise of such Stock Appreciation Right.

         11. RESTRICTED STOCK. The Committee may sell or grant Restricted Stock
under the Plan (either independently or in connection with the exercise of
Options or Stock Appreciation Rights under the Plan) to Participants selected by
the Committee. The Committee shall in each case determine the number of Shares
of Restricted Stock to be sold or granted, the price at which such Shares are
sold, if applicable, and the terms and duration of the restrictions to be
imposed upon those Shares.

         12. INVESTMENT REPRESENTATION. Each Agreement may contain an agreement
that, upon demand by the Committee for such a representation, the optionee shall
deliver to the Committee at the time of any exercise of an Option a written
representation that the Shares to be acquired upon such exercise are to be
acquired for investment and not for resale or with a view to the distribution
thereof. Upon such demand, delivery of such representation prior to the delivery
of any Shares issued upon exercise of an Option and prior to the expiration of
the option period shall be a condition precedent to the right of the optionee or
such other person to purchase any Shares.

         13. ADJUSTMENTS. In the event of any one or more reorganizations,
recapitalizations, stock splits, reverse stock splits, stock dividends,
extraordinary dividends, or distributions, or similar events, an appropriate
adjustment shall be made in the number, exercise or sale price and/or type of
shares or securities for which Options or Stock Appreciation Rights may
thereafter be granted and Restricted Stock may thereafter be sold or granted
under the Plan. The Committee also shall designate the appropriate changes that
shall be made in Options or Stock Appreciation Rights, or rights to purchase
Restricted Stock under the Plan, so as to preserve the value of any such
Options, Stock Appreciation Rights or Restricted Stock. Any such adjustment in
outstanding Options shall be made without changing the aggregate exercise price
applicable to the unexercised portions of such Options. Any such adjustments in
outstanding rights to purchase Restricted Stock shall be made without changing
the aggregate purchase price of such Restricted Stock.

         14. DURATION OF PLAN. Options may not be granted and Restricted Stock
may not be sold or granted under the Plan after November 24, 2007.

         15. AMENDMENT AND TERMINATION OF THE PLAN. Subject to the Section 5.4
of the Recapitalization Agreement, dated as of October 8, 1997 and amended and
restated as of October





                                       4
<PAGE>   17

27, 1997 (the "Recapitalization Agreement") between the Company and the
Investors set forth on Schedule 1 to the Recapitalization Agreement, the Board
may at any time amend, suspend or terminate the Plan. The Committee may amend
the Plan or any Agreement issued hereunder to the extent necessary for any
Option or Stock Appreciation Right granted or Restricted Stock sold or granted
under the Plan to comply with applicable tax or securities laws. If the Board
determines that the approval of such action by the stockholders of the Company
is advisable or necessary for compliance with applicable securities law, tax
law, stock exchange requirement or other applicable federal or state law, no
such action of the Board or the Committee shall be permitted unless taken with
or ratified by such approval.

         No Option or Stock Appreciation Right may be granted or Restricted
Stock sold or granted during any suspension of the Plan or after the termination
of the Plan. No amendment, suspension or termination of the Plan or of any
Agreement issued hereunder shall, without the consent of the affected holder of
such Option or Stock Appreciation Right or Restricted Stock, adversely alter or
otherwise impair any rights or obligations in any Option or Stock Appreciation
Right or Restricted Stock theretofore granted or sold to such holder under the
Plan.

         16. NATURE OF PLAN. This Plan is intended to qualify as a compensatory
benefit plan within the meaning of Rule 701 under the Act. This Plan is intended
to constitute an unfunded arrangement for a select group of directors,
management and other key employees.

         17. CANCELLATION OF OPTIONS. Any Option granted under the Plan may be
canceled at any time with the consent of the holder and a new Option may be
granted to such holder in lieu thereof.

         18. WITHHOLDING TAXES. Whenever Shares are to be issued with respect to
the exercise of Options or amounts are to be paid or income earned with respect
to Stock Appreciation Rights or Restricted Stock under the Plan, the Committee
in its discretion may require the Participant to remit to the Company, prior to
the delivery of any certificate or certificates for such Shares or the payment
of any such amounts, all or any part of the amount determined in the Committee's
discretion to be sufficient to satisfy federal, state and local withholding tax
obligations (the "Withholding Obligation") that the Company or its counsel
determines may arise with respect to such exercise, issuance or payment.
Pursuant to a procedure established by the Committee or as set forth in the
Agreement, the Participant may (i) request the Company to withhold delivery of a
sufficient number of Shares or a sufficient amount of the Participant's
compensation or (ii) deliver a sufficient number of previously-issued Shares, to
satisfy the Withholding Obligation, which Shares have been owned by the Optionee
for at least six (6) months with an aggregate Fair Market Value equal to the
minimum statutory amount of the federal, state, local and other taxes required
to be withheld.






                                       5
<PAGE>   18


                        EARNINGS BEFORE INTEREST, TAXES,
                          DEPRECIATION AND AMORTIZATION
                            (IN THOUSANDS OF DOLLARS)


                              (A)               (B)               (C)
                                                               Cumulative
      Fiscal Year           Minimum           Target             Target
      -----------           -------           ------             ------


         l998                 60,320          75,400             75,400
         l999                 75,120          93,900            169,300
         2000                 94,720         118,400            287,700
         2001                107,840         134,800            422,500
         2002                117,520         146,900            569,400

         Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") is defined as Consolidated Net Income (loss) of the Company and its
subsidiaries as it would appear on a statement of income (loss), which shall (i)
exclude or be adjusted otherwise for all acquisitions and additional equity
contributions to the extent such acquisitions and/or equity contributions
materially change target EBITDA for any particular Fiscal Year,(ii) reflect a
reduction for all management and employment bonuses payable with respect to the
Fiscal Year of the Company prepared in accordance with U.S. GAAP, consistently
applied and (iii) be adjusted for any material Board approved amendment to the
capital expenditure plan; plus (minus), to the extent such amounts are otherwise
taken into account in determining EBITDA (prior to adjustment), the following:

         1.       Any provision (benefit) for taxes (including franchise taxes)
                  deducted (added) in calculating such consolidated net income
                  (loss); plus

         2.       Any interest expense (net of interest income), deducted in
                  calculating such consolidated net income (loss); plus

         3.       Amortization expenses deducted in calculating
                  consolidated net income (loss); plus

         4.       Depreciation expense deducted in calculating
                  consolidated net income (loss); plus

         5.       Management fees paid to Investcorp; plus (minus)

         6.       Any unusual losses (gains) deducted (added) in calculating
                  consolidated net income (loss). (Unusual items are intended to
                  include transactions considered outside the ordinary course of
                  business. EBITDA will be adjusted to eliminate the effects, if
                  any, of such transactions, the intent being to calculate
                  EBITDA as if such transactions had not occurred.); plus
                  (minus)




                                       6
<PAGE>   19

         7.       Any compensation expense (income) deducted
                  (added) in calculating consolidated net income (loss)
                  attributable to transactions involving equity securities of
                  the Company or its subsidiaries.

         The Participant and his or her representative shall be provided
reasonable opportunity to review the computation of EBITDA and reasonable access
to the data and information supporting such computation, but the Board's
determination shall be conclusive and binding.










                                       7
<PAGE>   20




                                 AMENDMENT NO. 1
                                       TO
                          WERNER HOLDING CO. (PA), INC.
                              STOCK INCENTIVE PLAN


The Werner Holding Co. (PA), Inc. Stock Incentive Plan (the "Plan") is hereby
amended as follows:

1.       New, revised EBITDA targets as set forth in Exhibit A for individuals
         hired after December 1998 shall be as follows:


                        EARNINGS BEFORE INTEREST, TAXES,
                          DEPRECIATION AND AMORTIZATION
                            (IN THOUSANDS OF DOLLARS)
                                 (A)              (B)              (C)
                                                                Cumulative
      Fiscal Year              Minimum          Target            Target

         2000                   68,000          75,000            141,000
         2001                   83,000          92,000            233,000
         2002                   99,000         110,000            343,000
         2003                  108,000         120,000            463,000
         2004                  118,000         131,000            594,000

2.       All other provisions of the Plan unchanged hereby shall continue in
         full force and effect.

         Pursuant to Werner Holding Co. (PA), Inc. Board of Directors action
dated December 8, 1999.













<PAGE>   21






                                    EXHIBIT 2

                        EARNINGS BEFORE INTEREST, TAXES,
                          DEPRECIATION AND AMORTIZATION
                            (IN THOUSANDS OF DOLLARS)



                               (A)                (B)               (C)
      Fiscal Year            Minimum            Target        Cumulative Target
      -----------            -------            ------        -----------------
         2000                 68,000            75,000            141,000
         2001                 83,000            92,000            233,000
         2002                 99,000           110,000            343,000
         2003                108,000           120,000            463,000
         2004                118,000           131,000            594,000

         Earnings Before Interest, Taxes, Depreciation and Amortization
("EBITDA") is defined as Consolidated Net Income (loss) of the Company and its
subsidiaries as it would appear on a statement of income (loss), which shall (i)
exclude or be adjusted otherwise for all acquisitions and additional equity
contributions to the extent such acquisitions and/or equity contributions
materially change target EBITDA for any particular Fiscal Year,(ii) reflect a
reduction for all management and employment bonuses payable with respect to the
Fiscal Year of the Company prepared in accordance with U.S. GAAP, consistently
applied and (iii) be adjusted for any material Board approved amendment to the
capital expenditure plan; plus (minus), to the extent such amounts are otherwise
taken into account in determining EBITDA (prior to adjustment), the following:

         1.       Any provision (benefit) for taxes (including franchise taxes)
                  deducted (added) in calculating such consolidated net income
                  (loss); plus

         2.       Any interest expense (net of interest income), deducted in
                  calculating such consolidated net income (loss); plus

         3.       Amortization expenses deducted in calculating consolidated net
                  income (loss); plus

         4.       Depreciation expense deducted in calculating consolidated net
                  income (loss); plus

         5.       Management fees paid to Investcorp; plus (minus)

         6.       Any unusual losses (gains) deducted (added) in calculating
                  consolidated net income (loss). (Unusual items are intended to
                  include transactions considered outside the ordinary course of
                  business. EBITDA will be adjusted to eliminate the effects, if
                  any, of such transactions, the intent being to calculate
                  EBITDA as if such transactions had not occurred.); plus
                  (minus)




<PAGE>   22

         7.       Any compensation expense (income) deducted (added) in
                  calculating consolidated net income (loss) attributable to
                  transactions involving equity securities of the Company or its
                  subsidiaries.

         The Participant and his or her representative shall be provided
reasonable opportunity to review the computation of EBITDA and reasonable access
to the data and information supporting such computation, but the Board's
determination shall be conclusive and binding.












                                       2


<PAGE>   23



                                    EXHIBIT 3

                   SLIDING SCALE FOR EXERCISABILITY OF OPTIONS

<TABLE>
<CAPTION>


                               (B)
       (A)            Portion of Applicable
                      Option Shares Becoming
   Percentage              Exercisable               2000         2001         2002          2003         2004
   ----------              -----------               ----         ----         ----          ----         ----

      <S>                     <C>                  <C>          <C>          <C>          <C>           <C>
      100%                     100%                 75.0         92.0         110.0        120.0         131.0

       95%                     75%                  71.3         87.4         104.5        114.0         124.5

       90%                     50%                  67.5         82.8          99.0        108.0         117.9



</TABLE>



                                       1