Exhibit 10.2



 





Exhibit 10.2




SEPARATION AGREEMENT AND RELEASE




     THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made effective
as of the date set forth on the signature page hereto (the “Effective Date”),
by and among Werner Holding Co. (PA), Inc. (the “Company”), Werner Co.
(“Employer”, and together with the Company, “Werner”) and Dennis G. Heiner
(“Heiner”).



     WHEREAS, Employer and Heiner have mutually agreed to the termination of
Heiner’s employment with Employer without Cause effective as of October 29,
2004 (the “Termination Date”);



     WHEREAS, Employer and Heiner are parties to an Employment Agreement dated
May 26, 1999 (as amended, the “Employment Agreement”);



     WHEREAS, Heiner owns 437.4316 shares (the “Shares”) of Class C Common
Stock of the Company pursuant to a Management Stock Purchase Agreement, dated
December 30, 1999, between Heiner and the Company (as amended, the “Purchase
Agreement”);



     WHEREAS, Heiner holds an option (the “Option”) to purchase up to 527.9347
shares (the “Option Shares”) of Class C Common Stock of the Company pursuant to
the Stock Option Agreement, dated May 26, 1999, between Heiner and the Company
(as amended, the “Option Agreement”);



     WHEREAS, Heiner has a Stock Unit Account (the “Deferred Stock Account”)
that represents 789.187 shares (the “Deferred Shares”) of Class C Common Stock
of the Company and a deferred compensation dollar account (the “Deferred Dollar
Account”) with a value of $2,752,013.45, including estimated accrued interest
through the November 1, 2004 (the “Deferred Cash”), pursuant to the Werner Co.
Deferred Stock Plan (as amended, the “Deferred Stock Plan”);



     WHEREAS, Heiner has accrued a Cash Bonus Amount of $156,773.13 (the “Cash
Bonus Amount”) as of the Termination Date pursuant to the Bonus Agreement,
dated May 20, 2003, between Heiner and the Company (as amended, the “Bonus
Agreement”);



     WHEREAS, Heiner owes $747,182.71 including estimated accrued interest
through the Termination Date (the “Loan”), to the Company pursuant to the Loan
and Pledge Agreement between Heiner and the Company (as amended, the “Loan
Agreement”) and the related Promissory Note (as amended, the “Note”, and
together with the Loan Agreement, the “Loan Documents”), both dated as of
November 1997; and



     WHEREAS, the parties hereto desire to clarify and settle all existing
legal rights and obligations related to (i) Heiner’s employment with Employer,
(ii) the Shares, (iii) the Option, (iv) the Deferred Stock Account and the
Deferred Dollar Account, (v) the Cash Bonus Amount and (v) the Loan.



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations and undertakings of the parties set forth herein, the adequacy
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



 









 





     1. Termination. The parties hereto acknowledge that Heiner’s employment
with Employer is hereby terminated effective as of the Termination Date.
Heiner agrees that he will not report to work for Employer or hold himself out
as being employed by the Employer after the Termination Date.



     2. Payments to Heiner; Repayment of Loan.



     (a) On the Termination Date, Employer will pay to Heiner all salary,
bonuses (other than the Cash Bonus Amount, which will be paid pursuant to
Section 2(f) below), incentive compensation and other benefits earned and
accrued through the Termination Date, which amount consists solely of the sum
of $10,576.93 representing the sum of his salary for the period from Employer’s
last payroll date until the Termination Date and accrued vacation through the
Termination Date, less deductions or withholdings required by law. Heiner
hereby acknowledges that he will not be eligible for any annual bonus in
respect of 2004.



     (b) Heiner acknowledges and agrees that he will be reimbursed by Employer
for all properly substantiated reimbursable business expenses through the
Termination Date in accordance with Employer’s current expense policy and,
except as otherwise provided herein, he will not be reimbursed for any expense
accrued thereafter.



     (c) On November 1, 2004, Employer will deliver to Heiner (i) a stock
certificate representing 789.187 Deferred Shares and (ii) a lump sum of
$2,752,013.45 in Deferred Cash, less deductions or withholdings required by
law.



     (d) On the Termination Date, Employer will pay to Heiner a lump sum of
$1,050,000 in cash, less the sum of (i) $747,182.71, representing the
outstanding balance and accrued interest on the Loan as of the Termination
Date, and (ii) deductions or withholdings required by law. In addition,
commencing on the Termination Date, Employer shall, for a period of twenty-four
(24) months following the Termination Date, provide Heiner with retirement
benefits and welfare (including any life insurance, hospitalization, medical
and disability) benefits, substantially similar to those provided to Heiner as
of the Termination Date; provided, however, that such benefits shall be
discontinued to the extent Heiner receives similar benefits from a subsequent
employer. The amounts paid and benefits provided to Heiner pursuant to the
foregoing sentences are referred to herein as the “Severance Payment.” The
Severance Payment is being made in consideration of Heiner entering into this
Agreement and the covenants and agreements contained herein, including without
limitation those contained in Sections 4, 5 and 8 hereof.



     (e) The amount set forth in Section 2(d)(i) above shall be applied to the
full satisfaction of the outstanding principal of and accrued interest on the
Loan. On the Termination Date, the Company shall deliver to Heiner (i) the
Note marked “CANCELLED” to indicate that all obligations of Heiner thereunder
have been satisfied and (ii) the stock certificate evidencing the Shares.



     (f) Notwithstanding anything to the contrary set forth in the Bonus
Agreement, on the Termination Date, Employer will pay to Heiner a lump sum of
$156,773.12, representing the Cash Bonus Amount, less deductions or
withholdings required by law.



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     (g) Werner shall not pay or be liable for any income, capital gains or
other tax incurred by Heiner or otherwise payable as a result of the
consummation of the transactions contemplated by this Section 2 or any other
provision of this Agreement, all of which shall be borne and paid by Heiner.



     3. Representations of Heiner. Heiner represents, warrants and covenants
with the Company that:



     (a) He has the capacity to enter into this Agreement and this Agreement
constitutes a legal, valid and binding obligation of him.



     (b) Effective as of the Termination Date, he hereby resigns from all
positions as an officer of the Company and the Company’s subsidiaries and
affiliates. Effective as of the close of business on December 31, 2004, he
will resign as a director of the Company and the Company’s subsidaries and
affiliates. He will execute such additional documents and take such additional
actions as may be reasonably requested by the Company in furtherance or
connection with such resignations.



     4. General Covenants and Agreements of Heiner.



     (a) Heiner covenants and agrees not to sue or file any charge of
discrimination against Werner or any other party released in Section 8(a) of
this Agreement with respect to any claim released pursuant to Section 8(a) of
this Agreement.



     (b) Heiner covenants and agrees not to make any derogatory or disparaging
statements about Werner, its officers, directors, agents, employees,
representatives, related or affiliated corporations, their successors and
assigns, their products or services, at any time in the future without
limitation of any kind. In addition, except as may be required by a court or
applicable law, Heiner agrees not to testify, assist in providing testimony, or
in any other way assist another party in preparing claims or litigation against
Werner, including but not limited to product liability actions, or participate
in any way in any type of activity, conduct or action adverse to Werner or its
interests, except that nothing contained herein shall prohibit Heiner from
seeking enforcement of his rights under this Agreement. Werner covenants and
agrees not to make any derogatory or disparaging statements about Heiner at any
time in the future without limitation of any kind.



     (c) Other than to the extent that Werner makes this Agreement public,
Heiner covenants and agrees not to disclose the terms of this Agreement to any
person other than his attorney, accountant, income tax preparer and spouse.
Heiner agrees to ensure that said individuals do not disclose the terms or
details of this Agreement to any other person.



     (d) Heiner agrees to (i) voluntarily appear, if requested by Werner,
without a subpoena to testify in any legal proceeding, meet with Werner counsel
prior to such testimony as and when reasonably requested by Werner and advise
such counsel truthfully of all facts known to him, and (ii) for a period of
twenty-four (24) months from the Termination Date, provide reasonable
consultation, cooperation and assistance as and when reasonably requested by
Werner with respect to matters in which Heiner was involved or had knowledge of
during his employment by Employer, provided, that, Werner shall reimburse
Heiner for all reasonable out-



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of-pocket expenses (including reasonable attorney’s fees and
disbursements) incurred by Werner in order to comply with this Section 4(d).




     (e) Heiner agrees that, at all times during the two (2) year period after
the Termination Date, he shall keep Employer advised of an address and
telephone number where he may be reached. Heiner shall notify Employer
immediately upon his hiring or retention as a full-time employee or consultant
of any person or entity.



     5. Non-Competition, Non-Disclosure of Proprietary Information, Surrender
of Records, Inventions and Patents.



     (a) Non-Competition. Heiner acknowledges that in the course of his
employment with Employer he has become familiar with the trade secrets and
other confidential information of Employer. Therefore, and in consideration
of, among other things, the Severance Payment, Heiner agrees that, during the
twenty-four (24) months after the Termination Date (the “Noncompete Period”),
he shall not directly or indirectly own, manage, control, participate in,
consult with, render services for, or in any manner engage in any business
competing with any business of Employer (i) which relates to (A) the
manufacturing or sale of climbing equipment or (B) aluminum extrusion or (ii)
which was commenced by Employer or became under development by Employer during
the period of Heiner’s employment and as of the Termination Date constitutes,
or is reasonably likely to develop during the Noncompete Period into, a
material portion of Employer’s overall business within the United States and
any other geographical area in which Employer or any of its subsidiaries engage
in such businesses. Nothing herein shall prohibit Heiner from being a passive
owner of not more than 2% of the outstanding stock or debt of any corporation
which is publicly traded so long as Heiner has no active participation in the
business of such corporation. The foregoing will not prevent Executive from
being employed by an entity which has an affiliate, subsidiary or division
which competes with Employer provided Heiner does not participate in any way in
such competing business.



     (b) Non-Solicitation. During the Noncompete Period, Heiner shall not
directly or indirectly through another entity (i) induce or attempt to induce
any employee of Employer to leave the employee of such person, or in any way
interfere with the employee relationship between Employer and any employee
thereof, (ii) hire any person who was an employee of Employer at any time
during the period of Heiner’s employment (other than individuals who have not
been employed by Employer for a period of at least six (6) months prior to
employment by Heiner directly or indirectly through another entity) or (iii)
induce or attempt to induce any customer, supplier, licensee or other person
having a business relationship with the Company (A) which relates to (1) the
manufacturing or sale of climbing equipment or (2) aluminum extrusion or (B)
which was commenced by Employer or became under development by Employer during
the period of Heiner’s employment and as of the Termination Date constitutes,
or is reasonably likely to develop during the Noncompete Period into, a
material portion of Employer’s overall business to cease doing business with
Employer or interfere materially with the relationship between any such
customer, supplier, licensee or other person having a business relationship
with Employer.



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     (c) Proprietary Information. Heiner agrees that he shall not use for his
own purpose or for the benefit of any person or entity other than Employer or
its shareholders or affiliates, nor otherwise disclose to any individual or
entity any proprietary information of Employer unless such disclosure (i) has
been authorized by Employer’s board of directors (the “Board”) or (ii) is
required by law, a court of competent jurisdiction or a governmental or
regulatory agency. For purposes of this Agreement, “proprietary information”
shall mean: (A) the name or address of any customer, supplier or affiliate of
Employer or any information concerning the transactions or relations of any
customer, supplier or affiliate of Employer or any of its shareholders; (B) any
information concerning any product, technology or procedure employed by
Employer, but not generally known to its customers, suppliers or competitors,
or under development by or being tested by Employer, but not at the time
offered generally to customers or suppliers; (C) any information relating to
the marketing methods, sales margins, discounts, rebates, supplier incentives,
or the like, capital structure, or results of any business plan of Employer;
(D) any information contained in the Company’s policies and procedures or
employees’ manual; (E) any inventions, innovations, trade secrets or other
items covered by Subsection 5(d) below; and (F) any other information which the
Board has determined by resolution and communicated to Heiner to be
confidential or proprietary. However, proprietary information shall not
include any information that is or becomes generally known to the public other
than through actions of Heiner in violation of this Section 5.



     (d) Surrender of Records. Heiner agrees that he shall not retain and
shall promptly after the date hereof surrender to Employer all correspondence,
memoranda, files, manuals, financial, operating or marketing records, magnetic
tape, or electronic or other media of any kind which may be in Heiner’s
possession or under his control or accessible to him which contain any
proprietary information as defined in Section 5(c) above.



     (e) Inventions and Patents. Heiner agrees that all inventions,
innovations, trade secrets, patents and processes in any way relating, directly
or indirectly, to Employer’s businesses developed by him alone or in
conjunction with others at any time during his employment by Employer shall
belong to Employer. Heiner will use his reasonable best efforts to perform all
actions reasonably requested by the Board to establish and confirm such
ownership by Employer. Employer shall prepare and pay all expenses related to
any documentation to file for intellectual property rights, assignments, or
transfers of title with regard thereto.



     (f) Definition of Employer. For purposes of this Section 5, the term
“Employer” shall include the Company and all of its subsidiaries, ventures or
affiliates (including Employer and all of its subsidiaries, ventures or
affiliates) whether currently existing or hereafter formed.



     (g) Enforcement. The parties hereto agree that the duration and area for
which the covenants set forth in this Section 5 are to be effective are
reasonable. In the event that any court or arbitrator determines that the time
period or the area, or both of them, are unreasonable and that any of the
covenants are to that extent unenforceable, the parties hereto agree that such
covenants will remain in full force and effect, first, for the greatest time
period, and second, in the greatest geographical area that would not render
them unenforceable. The parties intend that this Agreement will be deemed to
be a series of separate covenants, one for each and every county of each and
every state of the United States of America. Heiner agrees that damages are



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an inadequate remedy for any breach of the covenants in this Section 5 and
that Werner will, whether or not it is pursuing any potential remedies at law,
be entitled to equitable relief in the form of preliminary and permanent
injunctions without bond or other security upon any actual or threatened breach
of this Agreement.




     6. Treatment of Shares and Deferred Shares.



     (a) Shares. The parties hereto expressly waive the Repurchase Right and
Put Right set forth in Section 4 of the Purchase Agreement with respect to all
of the Shares. The Shares shall continue to be subject to the other terms and
conditions of the Purchase Agreement, including without limitation the
restrictions on transfer set forth in Section 3 thereof.



     (b) Deferred Shares. (i) The parties hereto expressly waive the
Repurchase Right and Put Right set forth in Section 5.7 of the Deferred Stock
Plan with respect to 165.9223 Deferred Shares. (ii) Notwithstanding anything
to the contrary set forth in the Deferred Stock Plan, the parties hereto agree
that the remaining 623.2647 Deferred Shares shall continue to be subject to the
Repurchase Right and Put Right set forth in Section 5.7 with the following
amendments: (A) the Repurchase Period shall expire on the fifth (5th)
anniversary of the Termination Date, (B) the repurchase price with respect to
the Repurchase Right will be the greater of $1,000 per share or Fair Market
Value (as defined therein), (C) the Put Period shall expire ninety (90) days
following the end of the Repurchase Period (as amended hereby) and (D) the
repurchase price with respect to the Put Right will be the lesser of $1,000 per
share and Fair Market Value. All Deferred Shares shall continue to be subject
to the other terms and conditions of the Deferred Stock Plan, including without
limitation the restrictions on transfer set forth in Section 5.7 thereof.



     7. Treatment of Option. The parties hereto acknowledge and agree that all
of the Option Shares are vested as of the Termination Date. Notwithstanding
anything to the contrary set forth in the Option Agreement, the Option will
expire as to all unexercised Option Shares thirty (30) days following the
Termination Date. In the event that Heiner exercises the Option with respect
to any Option Shares prior to the thirtieth (30) day following the Termination
Date, then such Option Shares shall continue to be subject to the terms and
conditions of the Option Agreement, including without limitation the
restrictions on transfer set forth in Section 8 and the Repurchase Right and
Put Right set forth in Section 9 thereof.



     8. Releases.



     (a) Release by Heiner. For valuable consideration, including without
limitation the Severance Payment, Heiner hereby for himself and his successors,
heirs, executors, administrators and assigns, does hereby remise, release and
forever discharge Werner and Werner’s parents, predecessors, successors,
divisions, subsidiaries, affiliates, assigns, officers, directors, agents,
employees, shareholders, controlling persons and counsel, from all manner of
actions, causes of action, suits, debts, sums of money, bonds, bills,
contracts, controversies, agreements, promises, damages, judgments, claims and
demands whatsoever, at law or in equity, including but not limited to claims
pursuant to federal, state or local law, regulation or executive order
prohibiting discrimination in employment, including, but not limited to, all
claims under the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement
Income Security Act and the Americans with



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Disabilities Act, which Heiner or his successors, heirs, executors,
administrators or assigns ever had, now has or hereafter can, shall or may
have, for, upon or by reason of his employment or termination of employment by
Employer or any interest in Werner, or the shares of the capital stock of the
Company, or any agreement, instrument, matter, cause or thing whatsoever,
including any action alleging a supposed breach of contract or tort, claims for
severance pay, back pay, wage/salary increase, deferred pay, expenses,
benefits, bonus(es), incentive compensation, options, deferred stock,
re-employment, service letters, compensatory or punitive damages, attorneys’
fees and all claims for any other type of damage relief or any other theory of
law. The release contained in this Section 8(a) shall not release Werner from
(i) any indemnification obligations of the Company or Employer under their
respective articles of incorporation, as amended, or bylaws or (ii) Werner’s
obligations under the terms of this Agreement.




     (b) Release by Werner. For valuable consideration, Werner hereby for
itself and its parents, predecessors, successors, divisions, subsidiaries,
affiliates, assigns, officers, directors, agents, employees, shareholders,
controlling persons, does hereby remise, release and forever discharge Heiner
and his successors, heirs, executors, administrators and assigns, from all
manner of actions, causes of action, suits, debts, sums of money, bonds, bills,
contracts, controversies, agreements, promises, damages, judgments, claims and
demands whatsoever, at law or in equity, which Werner ever had, now has or
hereafter can, shall or may have, for, upon or by reason of Heiner’s employment
or termination of employment by Employer. The release contained in this
Section 8(b) shall not release Heiner from (i) any obligation of Heiner arising
in respect of any indemnification obligations of the Company or Employer under
their respective articles of incorporation, as amended, or bylaws, (ii) any
obligation of Heiner under the Purchase Agreement, Option Agreement, Deferred
Stock Plan or Bonus Agreement or (iii) Heiner’s obligations under the terms of
this Agreement.



     9. Miscellaneous.



     (a) Entire Agreement. This Agreement, together with the Purchase
Agreement, the Option Agreement, the Deferred Stock Plan and the Bonus Plan (to
the extent incorporated by reference herein), is the entire agreement between
Heiner and Werner with regard to the clarification and settlement of all
existing legal rights and obligations related to (i) Heiner’s employment with
Employer, (ii) the Shares, (iii) the Option, (iv) the Deferred Stock Account
and the Deferred Dollar Account and (v) the Loan.



     (b) Disclaimer of Wrongdoing. This Agreement shall not be construed as an
admission by Werner of any wrongdoing or any violation of federal, state or
local law, statute or ordinance, and Werner specifically disclaims and denies
any wrongdoing whatsoever against Heiner by it, its employees, representatives,
or agents.



     (c) No Representations, Warranties, Promises or Inducements. Heiner
acknowledges that the only consideration for him signing this Agreement are the
terms stated herein, that no other promise, agreement, statement or
representation of any kind has been made to him by any person or entity to
cause him to sign this Agreement, that he is competent to execute this
Agreement, that he fully understands the meaning and intent of the promises and
covenants contained herein, and that he is voluntarily executing this Agreement
without reservation and of



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his own free will. Other than as stated herein, no promises of inducement
have been offered to Heiner in consideration for his acceptance and agreement
to the terms of this Agreement.




     (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the Company and Employer and their successors and assigns
and Heiner and his heirs and personal representatives, but Heiner’s rights
hereunder are personal to him and shall not be subject to voluntary or
involuntary alienation, assignment or transfer.



     (e) Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without reference to its
choice of law rules.



     (f) Waivers and Amendments. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the Company, Employer and
Heiner or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part
any party hereto of any right, power or privilege hereunder, or any single or
partial exercise of any right, power or privilege hereunder, preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder. The rights and remedies herein provided are cumulative
and are not exclusive of any rights or remedies that any party hereto may
otherwise have at law or in equity.



     (g) Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.



     (h) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.



     (i) Headings. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.



     (j) BY HIS SIGNATURE BELOW, HEINER ACKNOWLEDGES THAT:



     (1) HE HAS RECEIVED A COPY OF THIS AGREEMENT AND WAS OFFERED A PERIOD OF
TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER IT;



     (2) IF HE SIGNS THIS AGREEMENT PRIOR TO THE EXPIRATION OF TWENTY-ONE (21)
DAYS, HE KNOWINGLY AND VOLUNTARILY WAIVES AND GIVES UP THIS RIGHT OF REVIEW;



     (3) HE HAS THE RIGHT TO REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7)
DAYS AFTER HE SIGNS IT BY MAILING OR DELIVERING A WRITTEN NOTICE OF REVOCATION
TO THE COMPANY’S CHIEF EXECUTIVE OFFICER OR GENERAL COUNSEL, NO LATER THAN THE
CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER THE DAY ON WHICH HE SIGNED THIS
AGREEMENT;



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     (4) THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
SEVEN DAY REVOCATION PERIOD HAS EXPIRED WITHOUT THE AGREEMENT HAVING BEEN
REVOKED;



     (5) THIS AGREEMENT WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE
REVOCATION PERIOD REFERRED TO IN (3). HE AGREES NOT TO CHALLENGE ITS
ENFORCEABILITY;



     (6) HE IS AWARE OF HIS RIGHT TO CONSULT AN ATTORNEY, HAS BEEN ADVISED IN
WRITING TO CONSULT WITH AN ATTORNEY, AND HAS HAD THE OPPORTUNITY TO CONSULT
WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS AGREEMENT;



     (7) NO PROMISE OR INDUCEMENT FOR THIS AGREEMENT HAS BEEN MADE EXCEPT AS
SET FORTH IN THIS AGREEMENT;



     (8) HE IS LEGALLY COMPETENT TO EXECUTE THIS AGREEMENT AND ACCEPTS FULL
RESPONSIBILITY FOR IT; AND



     (9) HE HAS CAREFULLY READ THIS AGREEMENT, ACKNOWLEDGES THAT HE HAS NOT
RELIED ON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET FORTH IN
THIS DOCUMENT OR THE AGREEMENT, AND WARRANTS AND REPRESENTS THAT HE IS SIGNING
THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.



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     IN WITNESS WHEREOF, this Agreement is made effective as of the Effective
Date.



	 	 	 	 	 	 	 
	 	 	WERNER HOLDING CO. (PA), INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	    /s/ ERIC J. WERNER	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name: Eric J. Werner

Title: Vice President, Secretary and
             General
Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	WERNER CO.
	 
	 	 	 	 	 	 
	

	 	By:
	 	    /s/ ERIC J. WERNER	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name: Eric J. Werner

Title: Vice President, Secretary and
             General
Counsel	 	 
	 
	 	 	 	 	 	 
	Dated:
October 19, 2004

	 	 	 	    /s/ DENNIS G. HEINER	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	    Dennis G. Heiner	 	 








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