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                                                                   EXHIBIT 10.11

                   AMENDED AND RESTATED SHAREHOLDER AGREEMENT

         THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this "Agreement") is
entered into as of June 11, 2003, by and among WERNER HOLDING CO. (PA), INC., a
Pennsylvania corporation (the "Company"), INVESTCORP INVESTMENT EQUITY LIMITED,
a Cayman Islands corporation ("IIEL"), the other holders of shares of Class D
Common Stock of the Company (IIEL and each such other holder individually a
"Class D Shareholder" and collectively the "Class D Shareholders"), GREEN EQUITY
INVESTORS III, L.P., a Delaware limited partnership ("GEI") the other holders of
shares of Series A Preferred Stock of the Company (GEI and each other holder
individually a "Preferred Holder" and collectively the "Preferred Holders") and
the individuals listed on Schedule A hereto (individually a "Designated
Shareholder" and collectively the "Designated Shareholders.") The Class D
Shareholders, the Preferred Holders and the Designated Shareholders are
hereinafter sometimes referred to individually as a "Shareholder" and
collectively as the "Shareholders."

                                 R E C I T A L S

         A.       The Company, the Class D Shareholders, certain other
stockholders of the Company (including certain Designated Shareholders) and GEI
have entered into a Recapitalization and Stock Purchase Agreement (the
"Recapitalization Agreement"), dated as of May 7, 2003, pursuant to which the
Company will effect a recapitalization upon the terms and subject to the
satisfaction or waiver of the conditions set forth therein (the
"Recapitalization") and, among other things, amend and restate the Company's
Articles of Incorporation to include a Statement with Respect to Shares
authorizing the issuance of the Preferred Shares (the "Preferred Statement.")

         B.       Pursuant to the Recapitalization Agreement, immediately after
the consummation of the Recapitalization, the Designated Shareholders shall
collectively own 627.3577 shares of Post-Recapitalization Class A Common Stock
and 5278.3744 shares of Post-Recapitalization Class B Common Stock, the Class D
Shareholders shall collectively own 603.3540 shares of Post-Recapitalization
Class D Common Stock and the Preferred Holders shall collectively own 65,000
Preferred Shares.

         C.       This Agreement is being entered into pursuant to the
Recapitalization Agreement, and is intended to amend, restate and supersede the
Shareholder Agreement, dated as of November 24, 1997 (the "1997 Agreement"),
among the Company, the Designated Shareholders and the Class D Shareholders.

                                A G R E E M E N T

         NOW, THEREFORE, effective as of immediately following the Closing of
the Recapitalization, in consideration of the foregoing recitals and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

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         1.       Certain Definitions.

                  "Affiliate" means, with respect to any Person that is not an
individual, any other Person directly or indirectly controlling, controlled by,
or under direct or indirect common control with, such Person. A Person will be
deemed to control a corporation if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise. A Person will be deemed to control a
partnership if (a) such Person or a subsidiary of such Person, directly or
indirectly, is the sole general partner or sole managing general partner of such
partnership or (b) the only general partners of such partnership are such Person
and/or subsidiaries of such Person. A Person will be deemed to control a limited
liability company if (a) such person or a subsidiary of such Person is the
manager or managing member of such limited liability company, or (b) all of the
members of such limited liability company are such Person and/or subsidiaries of
such Person.

                  "Common Shares" means shares of common stock of the Company
and of the Class A, Class B, Class C, Class D, Class E and Class F common stock
of the Company.

                  "Covered Shares" means Common Shares or Preferred Shares, as
applicable.

                  "GEI Investors" means GEI and its Affiliates.

                  "Investcorp Investors" means Investcorp Bank B.S.C. and its
Affiliates and any other investor with whom Investcorp Bank B.S.C. or any
Affiliate thereof has an administrative relationship with respect to securities
of the Company, including but not limited to the Class D Shareholders.

                  "Person" means an individual, limited or general partnership,
joint venture, limited liability company, corporation, trust, estate,
unincorporated organization, other entity or a government or any department or
agency thereof.

                  "Preferred Shares" means shares of the Series A preferred
stock of the Company.

                  "Qualified IPO" means the effectiveness after the Closing Date
of a registration statement under the Securities Act of 1933, as amended (the
"Securities Act") on any of Forms S-1, S-2, S-3 or any similar successor form
covering any of the Common Shares, and the completion of a sale of such Common
Shares thereunder, (i) for which aggregate gross proceeds exceed $125 million,
(ii) pursuant to which the offering price to the public per share of the Common
Shares so offered is equal to or greater than (A) the aggregate Liquidation
Preference (as defined in the Preferred Statement) , together with accrued but
unpaid dividends, if any, including any Participating Dividends (as defined in
the Preferred Statement) of the Preferred Shares then outstanding, divided by
(B) the total number of Conversion Shares (as defined in the Preferred
Statement) issuable upon conversion of all Preferred Shares then outstanding,
(iii) following which the Company is, or becomes, a reporting company under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and
(iv) as a result of which the Common Shares are traded on the New York Stock
Exchange or the American Stock Exchange, or quoted on the NASDAQ Stock Market or
is traded or quoted on any other national stock exchange.

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                  Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Recapitalization Agreement.

         2.       Corporate Governance.

                  (a)      Composition and Election of Board of Directors.

                           (i)      Immediately following the Recapitalization,
the Board of Directors of the Company (the "Board") shall have nine members
(collectively, the "Directors" and, each individually, a "Director.") Upon and
after the third anniversary of the Closing Date the Board shall have ten
members. The Investcorp Investors shall have the right to designate not less
than four Directors, the Designated Shareholders shall have the right to
designate two Directors and the GEI Investors shall have: (A) until the third
anniversary of the Closing Date, the right to designate two Directors and (B) on
and after the third anniversary of the Closing Date, the right to designate
three Directors. Upon implementation of this Agreement, the persons listed on
Schedule B hereto shall be designated as Directors in accordance with this
Section.

                           (ii)     Each Shareholder agrees to vote all equity
securities of the Company now or hereafter owned by it, to cause each of its
Related Transferees to vote all equity securities of the Company now or
hereafter owned by it and otherwise to use its reasonable best efforts, to:

                                    (A)      elect as Director the Chief
                  Executive Officer of the Company, and remove and replace such
                  Director, with or without cause, if he or she shall for any
                  reason cease to serve as the Chief Executive Officer of the
                  Company;

                                    (B)      elect as Directors the persons
                  designated by the Investcorp Investors, the Designated
                  Shareholders and the GEI Investors in accordance with Section
                  2(a)(i);

                                    (C)      remove, with or without cause, any
                  Director designated by a Shareholder in accordance with
                  Section 2(a)(i), if requested by such designating Shareholder;

                                    (D)      cause any vacancy among the
                  Directors created by the death, resignation, incapacity or
                  removal of any Director designated by a Shareholder in
                  accordance with Section 2(a)(i) to be filled by a replacement
                  Director designated by such designating Shareholder;

                                    (E)      take such steps as may be necessary
                  to implement the provisions of Sections 5.1(b) and (c) of the
                  Preferred Statement.

                  (b)      Certain Governance Matters. The Company covenants and
agrees that it shall not take any of the following actions without the approval
of a majority of the Directors, which majority shall include at least one (1)
Director designated by the Investcorp Investors and at least one (1) Director
designated by the GEI Investors, and each of the Shareholders shall not cause or
permit the Company to take any of the following actions without such approval:

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                           (i)      approve the annual operating budget of the
Company and its Subsidiaries;

                           (ii)     issue or sell any equity securities of the
Company, or options or other rights for the issuance or sale of any equity
securities of the Company, except (A) upon conversion of the Preferred Shares or
(B) pursuant to stock incentive or compensation programs in effect as of the
date hereof or approved by a majority of the Directors, which majority shall
include at least one (1) Director designated by the Investcorp Investors and at
least one (1) Director designated by the GEI Investors;

                           (iii)    refinance any existing indebtedness in
excess of $10 million, other than (A) renewal of the Receivables Purchase
Agreement dated as of May 29, 1998 among Werner Funding Corporation, Werner Co.,
Market Street Funding Corporation and PNC Bank, National Association or (B) to
fund a redemption of the Preferred Shares in accordance with the Preferred
Statement;

                           (iv)     incur any additional indebtedness, other
than (A) indebtedness for working capital, in the amount of $10 million or less
outstanding at any time during the term of this Agreement, (B) to finance
Permitted Acquisitions (as defined below), (C) term and revolving indebtedness
and letters of credit under the New Bank Facility, (D) intercompany
indebtedness, (E) hedging obligations solely for the purpose of fixing or
hedging interest rate, currency rate or commodity price risk, (F) to fund a
redemption of the Preferred Shares in accordance with the Preferred Statement or
(G) the guarantee of any indebtedness permitted hereby;

                           (v)      declare or pay any dividends, other than
dividends payable pursuant to the Preferred Statement or dividends paid by a
Subsidiary of the Company to the Company or a Subsidiary;

                           (vi)     repurchase any of the outstanding equity
securities of the Company, other than, except during any period after the
occurrence of a Put Event pursuant to Section 7.1(a)(i)(C) of the Preferred
Statement and prior to the redemption of any Preferred Shares as and when
required pursuant to Section 7.2 of the Preferred Statement (any such period, a
"Put Compliance Period") repurchases of shares of Class C common stock held by
employees of the Company upon termination of their employment with the Company
or its Subsidiaries, in a manner consistent with the Company's past practices;
provided, that such repurchases shall not exceed more than $1 million in any
twelve-month period;

                           (vii)    engage in any merger, consolidation,
reorganization, recapitalization or sale of all or substantially all of the
assets of the Company, provided, however, that the Company may engage in such a
transaction if (A) a majority of the Directors, excluding the Directors
designated by the GEI Investors, approves such transaction and (B) the Company
offers to repurchase all of the outstanding Preferred Shares as if such
transaction constituted a Change of Control as defined in the Preferred
Statement and (C) the Company repurchases the Preferred Shares if such offer is
accepted by the Preferred Holders;

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                           (viii)   acquire any assets or business other than
(A) inventory and equipment acquired in the ordinary course of business in a
manner consistent with the Company's past practices, and (B) except during any
Put Compliance Period, Permitted Acquisitions. For purposes hereof, "Permitted
Acquisitions" shall mean the acquisition of assets or businesses from Persons
that are not Affiliates of the Company or any of the Shareholders; provided,
that the aggregate value of the consideration paid for all such assets or
businesses acquired shall not exceed $25 million during the term of this
Agreement;

                           (ix)     engage in any new line of business or
materially modify the business plan of the Company;

                           (x)      execute any contract or commit to any
obligation in which the Company or any of its Subsidiaries incurs a total
obligation in excess of $5 million, other than as expressly permitted in this
Section 2(b), in the ordinary course of business in a manner consistent with the
past practices of the Company and its Subsidiaries, (A) contracts for the
purchase of aluminum, (B) hedging obligations solely for the purpose of fixing
or hedging interest rate, currency rate or commodity price risk and (C) renewals
of insurance policies (and customary commitments or agreements related thereto)
in effect on the date of this Agreement;

                           (xi)     make any assignment for the benefit of
creditors of the Company or any of its Subsidiaries or commence or authorize any
proceedings by the Company or any of its Subsidiaries under any bankruptcy,
reorganization, insolvency, receivership or other similar law or statute;

                           (xii)    enter into any transaction with an
Affiliate, other than (A) except during any Put Compliance Period, any
transaction with an Affiliate not involving more than $250,000 in payments or
(B) except during any Put Compliance Period, any transaction or series of
related transactions with an Affiliate not involving more than $250,000 in any
twelve month period, in each case, other than payments to the Investcorp
Investors or to the GEI Investors for annual management fees, consulting and
advisory fees and related expenses, pursuant to agreements in effect on the date
hereof that have been disclosed to GEI, without regard to any amendment or
modification of such agreements after the date hereof;

                           (xiii)   increase or decrease the number of
Directors;

                           (xiv)    hire, including as a result of promotion,
any person as a member of the senior management of the Company or any of its
Subsidiaries;

                           (xv)     enter into or amend in any material respect
any employment arrangement with any person that is a member of the senior
management of the Company or any of its Subsidiaries; or

                           (xvi)    terminate or change in any material respect
the functions or duties of any person that is a member of the senior management
of the Company or any of its Subsidiaries.

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                  (c)      GEI Drag-Along Sale.

                           (i)      If, upon delivery of a Put Notice pursuant
to Section 7.1(a) of the Preferred Statement, the Preferred Shares are not
redeemed as and when required in accordance with the Preferred Statement, the
GEI Investors determine to (x) sell all of the Preferred Shares then owned by
the GEI Investors (the "Drag-Along Sellers") in one or more related transactions
to a Person or Persons who are not affiliates of any of the Drag-Along Sellers
(a "Third Party") (a "GEI Drag-Along Sale"), or (y) to effect a business
combination of the Company with such Third Party or the sale or other
disposition of all or substantially all of the assets of the Company to such
Third Party (an "Acquisition Proposal") then, in any such case, upon the demand
of the GEI Investors, each of the other Shareholders (a "Required Seller") shall
be required (A) in the case of a GEI Drag-Along Sale, sell to such Third Party
all of their shares of capital stock of the Company and all Common Stock
Equivalents (as defined below) they hold in the Company on the same terms and
subject to the same conditions as the Drag-Along Sellers (subject to the last
sentence of this Section 2(c)(i)) or (B) in the case of an Acquisition Proposal
that provides for substantially equal treatment of all holders of Covered Shares
(subject to the last sentence of this Section 2(c)(i)), vote all of the Common
Shares beneficially owned by such Shareholder in favor of such Acquisition
Proposal and take all other necessary or desirable actions within their control
(including, without limitation, by attending meetings in person or by proxy for
the purpose of obtaining a quorum and executing of written consents in lieu of
meetings), to cause the approval of such Acquisition Proposal. The Required
Sellers acknowledge and agree that, in connection with any such GEI Drag-Along
Sale, business combination or sale or other disposition of all or substantially
all of the assets of the Company, the holders of the Preferred Shares will be
entitled to be paid, out of the assets of the Company available for distribution
or out of the proceeds of any GEI Drag-Along Sale, and before any distribution
is made on any Common Shares or any consideration is received in exchange for
any shares of Common Stock, an amount per Preferred Share equal to the greater
of (a) the sum of (i) the Offer Price (as defined in the Preferred Statement) on
the date of the GEI Drag-Along Sale or consummation of such business combination
or sale or other disposition of all or substantially all of the assets of the
Company plus (ii) any accrued but unpaid Preferred Dividends (as defined in the
Preferred Statement) up to the date of the GEI Drag-Along Sale or consummation
of such business combination or sale or other disposition of all or
substantially all of the assets of the Company and (b) the aggregate amount per
Preferred Share which such holder would have been paid if such holder had held
the maximum number of Conversion Shares (as defined in the Preferred Statement)
acquirable upon the complete conversion of such holder's Preferred Shares
pursuant to Section 6.1 of the Preferred Statement immediately before the time
and date of the determination of shareholders entitled to receive distributions
from such GEI Drag-Along Sale or consummation of such business combination or
sale or other disposition of all or substantially all of the assets of the
Company.

                           (ii)     Drag-Along Notice. Prior to making any GEI
Drag-Along Sale, the Drag-Along Sellers shall promptly provide each Required
Seller with written notice (the "Drag-Along Notice") not more than thirty (30)
or less than fifteen (15) days prior to the proposed date of the GEI Drag-Along
Sale (the "Drag-Along Sale Date"). On the date that is at least one business day
before the Drag-Along Sale Date, each Required Seller shall deliver a
certificate or certificates for all of its Common Shares duly endorsed for
transfer with signatures guaranteed, free and clear of any lien, claim,
encumbrance, charge or security interest of any

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kind to such Third Party in the manner and at the address indicated in the
Drag-Along Notice against delivery of the purchase price for such Required
Seller's Common Shares.

                           (iii)    Consideration. The provisions of this
Section 2(c) shall apply regardless of the form of consideration received by the
Required Sellers, if any, in the GEI Drag-Along Sale, provided, that the
Required Sellers shall receive the same form, and, subject to the last sentence
of Section 2(c)(i), a pro rata portion of, the consideration received by the
Drag-Along Sellers.

                           (iv)     Cooperation. The Required Sellers shall
cooperate in good faith with the Drag-Along Sellers in connection with the
consummation of the GEI Drag-Along Sale, which cooperation shall include,
without limitation, with respect to all Required Sellers, by executing a
document containing substantially similar representations, warranties,
indemnities and agreements as requested by the Drag-Along Sellers in connection
with the Drag Along Sale, but in no case shall such representations, warranties,
indemnities and agreements made by the Required Sellers be more restrictive than
those made by the Drag-Along Sellers in connection with such GEI Drag-Along
Sale. The GEI Investors hereby covenant to use good faith efforts in connection
with any GEI Drag-Along Sale to achieve aggregate consideration that is fair,
from a financial point of view, to the holders of the Common Stock and the
Preferred Shares, in the aggregate, including the GEI Investors. In determining
the fairness of the aggregate consideration in connection with any GEI
Drag-Along Sale, no one will be required to consider any transaction that
includes non-cash consideration for the Preferred Shares.

                           (v)      Advance Notice. At any time on or after
October 31, 2006, the GEI Investors may notify the Company that they intend to
deliver a Put Notice pursuant to Section 7.1(a) of the Preferred Statement. Upon
receipt of such notice, the Company will engage an investment banking firm and
take such other steps as it determines are reasonably designed to effect a
merger, consolidation, reorganization, recapitalization or sale of all or
substantially all of the assets of the Company prior to June 30, 2007. Upon
request of the GEI Investors, the Company will engage an additional investment
banking firm designated by the GEI Investors to assist in such process.

         3.       Restrictions on Transfer of Securities.

                  (a)      General. No Shareholder shall, directly or
indirectly, transfer or otherwise dispose of any Covered Shares owned by such
Shareholder, or any interest therein, except pursuant to a Permitted Transfer
described in Section 3(b), unless such transfer or disposition is made in
accordance with the applicable provisions of Sections 4, 5 and 6 of this
Agreement. Any attempt by a Shareholder to effect a transfer or disposition in
violation of this Agreement shall be void and ineffective for all purposes. The
words "transfer" and "dispose" mean the making of any sale, exchange,
assignment, gift, security interest, pledge or other encumbrance, or any
contract therefor, any voting trust or other agreement or arrangement with
respect to the transfer or voting rights or any other beneficial interests, the
creation of any other claim thereto or any other transfer or disposition
whatsoever, whether voluntary or involuntary, affecting the right, title,
interest or possession in or to any equity securities of the Company.

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                  (b)      Permitted Transfers. None of the restrictions
contained in this Agreement with respect to transfers of equity securities of
the Company (other than those set forth in this Section 3(b) and Section 3(c))
shall apply:

                           (i)      to any transfer (including any gift) by any
         Shareholder who is an individual to:

                                    (A)      such Shareholder's spouse or
                  children (collectively, "relatives");

                                    (B)      a trust of which there are no
                  beneficiaries other than one or more of such Shareholder and
                  the relatives of such Shareholder;

                                    (C)      a partnership of which there are no
                  partners other than one or more of such Shareholder and the
                  relatives of such Shareholder;

                                    (D)      a corporation of which there are no
                  shareholders other than one or more of such Shareholder and
                  the relatives of such Shareholder;

                                    (E)      a legal representative or guardian
                  of such Shareholder or a relative of such Shareholder if such
                  Shareholder or relative becomes mentally incompetent; or

                                    (F)      any person by will or by the laws
                  of descent;

                           (ii)     to any transfer by a Shareholder to an
         Affiliate;

                           (iii)    to any transfer by a GEI Investor made in
         accordance with the applicable provisions of Section 4;

                           (iv)     to any transfer by a GEI Investor to its
         partners or equity participants in accordance with the terms of its
         applicable limited partnership agreement, limited liability company
         agreement or other governing agreement or instrument;

                           (v)      to any transfer by a Class D Shareholder
         made in accordance with the applicable provisions of Section 5 of this
         Agreement and Section 3 of the Amended Charter;

                           (vi)     to any transfer by a Tag-Along Shareholder
         (as hereinafter defined) pursuant to the Tag-Along Right (as
         hereinafter defined);

                           (vii)    to any transfer by a Drag-Along Shareholder
         (as hereinafter defined) pursuant to the Drag-Along Right (as
         hereinafter defined); and

                           (viii)   to any transfer by a Designated Shareholder
         of Common Shares in accordance with the applicable provisions of
         Sections 4 and 5 of the Amended Charter.

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Transfers made pursuant to this Section 3(b) are referred to herein as
"Permitted Transfers" and transferees taking under a Permitted Transfer are
referred to herein as "Permitted Transferees." Permitted Transferees taking
under a Permitted Transfer described in Sections 3(b)(i) and (ii) are referred
to herein as "Related Transferees."

                  (c)      Registration of Transfer by the Company. No transfer
of any equity security of the Company by any Shareholder shall be effective (and
the Company shall not transfer on its books any such shares) unless (i) the
certificates representing such equity securities of the Company issued to the
Permitted Transferee shall bear any legends required by Section 9 and (ii) the
Permitted Transferee (if not already a party hereto) shall have executed and
delivered to the Company, as a condition precedent to such transfer, an
instrument or instruments in form and substance reasonably satisfactory to the
Company confirming that the Permitted Transferee agrees to be bound by the terms
of this Agreement to the same extent as its transferor. In addition, no transfer
of equity securities of the Company shall be made by any Shareholder unless such
transfer is exempt from registration under the Securities Act.

                  (d)      Legend. In the event that any equity securities of
the Company become free of the rights and restrictions imposed by this Agreement
the Shareholders holding such securities shall be entitled to receive, promptly
upon presentment to the Company of the certificate or certificates evidencing
the same, a new certificate or certificates not bearing the restrictive legend
provided for in the second paragraph of Section 9. In the event that any equity
securities of the Company bearing a legend are transferred pursuant to an
exemption from registration under the Securities Act and the Company has
received a written legal opinion (which may be rendered by in-house legal
counsel of any Shareholder that is not an individual) satisfactory to its
counsel (i) as to the availability of and the compliance with such exemption and
(ii) that such shares need not bear the restrictive legend set forth in the
first paragraph of Section 9 hereof, the Company shall issue a new certificate
or certificates representing such securities not bearing such legend.

         4.       Right of First Offer.

                  (a)      First Offer Notice. If any GEI Investor or any
Permitted Transferee of a GEI Investor (the "Selling Shareholder") desires to
transfer any Covered Shares other than (i) to a Related Transferee or (ii) as a
Tag-Along Shareholder (as hereinafter defined), such Selling Shareholder shall,
prior to soliciting a bona fide written offer from an independent third-party
(the "Third-Party Offer"), deliver to each Class D Shareholder and the Company a
written notice (the "First Offer Notice") offering to sell the Covered Shares
proposed to be sold (the "Offered Shares") to the Investcorp Investors, and,
under the circumstances set forth herein, to the Company. The First Offer Notice
shall state (i) that the Selling Shareholder desires to sell the Offered Shares,
(ii) the purchase price per share and (iii) the material terms and conditions
subject to which the Offered Shares are offered.

                  (b)      Exercise of Right of First Offer.

                           (i)      Upon receipt of the First Offer Notice, each
Class D Shareholder shall have the option (the "Class D Right of First Offer"),
which shall be exercisable by written notice (the "Notice of Election")
delivered to the Selling Shareholder within five (5) business

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days after the date of the First Offer Notice (the "Shareholders' First Offer
Option Period"), to purchase from the Selling Shareholder, at the price and upon
the terms specified in the First Offer Notice, a number of Offered Shares up to
the number of Offered Shares multiplied by a fraction, the numerator of which is
the number of Common Shares owned by such Class D Shareholder, and the
denominator of which is the number of Common Shares held by all Class D
Shareholders.

                           (ii)     Each Class D Shareholder who desires to
exercise its option to purchase Offered Shares shall state in its Notice of
Election the number of Offered Shares that such Class D Shareholder proposes to
purchase, determined in accordance with Section 4(b)(i), plus an amount of
additional Offered Shares calculated on a pro rata basis in accordance with
Section 4(b)(i), if any, that such Class D Shareholder would be willing to
purchase from the Selling Shareholder in the event that one or more Class D
Shareholders elect not to exercise their Class D Right of First Offer, in whole
or in part. If any Class D Shareholder shall fail to deliver the Notice of
Election within the Shareholders' First Offer Option Period, such failure shall
be deemed an election not to purchase any Offered Shares subject to the Class D
Right of First Offer and such Class D Right of First Offer shall thereupon
expire with respect to the Offered Shares only.

                           (iii)    If the number of Offered Shares with respect
to which the Class D Right of First Offer has been exercised is less than the
total number of Offered Shares, the Company shall have the option (the
"Company's Right of First Offer"), which shall be exercisable by written notice
delivered to the Selling Shareholder within two (2) business days after the
expiration of the Shareholders' First Offer Option Period (the "Company's First
Offer Option Period"), to purchase any or all of the Offered Shares not
purchased by the Class D Shareholders at the price and upon the terms specified
in the First Offer Notice. If the Company shall fail to deliver a notice (the
"Company Notice") of its election to exercise the Company's Right of First Offer
within the Company First Offer Option Period, such failure shall be deemed an
election not to purchase any Offered Shares subject to the Company's Right of
First Offer and the Company's Right of First Offer shall thereupon expire with
respect to the Offered Shares only.

                           (iv)     The Class D Right of First Offer and the
Company's Right of First Offer shall be exercisable only if the Class D
Shareholders and/or the Company, in the aggregate, elect to purchase all, and
not less than all, of the Offered Shares. Each Notice of Election and Company
Notice shall recite that such Notice of Election or Company Notice, as the case
may be, constitutes a binding obligation of the Class D Shareholder or the
Company, as the case may be, committing the same to purchase, upon the same
terms and subject to the same conditions as the contemplated Third-Party Offer,
up to the number of shares set forth in the Notice of Election or the Company
Notice, as the case may be.

                           (v)      The closing of the purchase of the Offered
Shares subscribed to by the Class D Shareholders and the Company pursuant to
this Section 4 shall be held at the principal office of the Company at 10:00
a.m., local time not later than the tenth (10th) business day after the later to
expire of the Shareholders' First Offer Option Period or the Company's First
Offer Option Period.

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                  (c)      Sale to Third-Party Purchaser.

                           (i)      If the First Offer Notice shall have been
duly delivered, and the Class D Shareholders and the Company together shall not
have exercised the Class D Right of First Offer and the Company's Right of First
Offer to purchase all of the Offered Shares, the Selling Shareholder may solicit
Third-Party Offers to purchase all (but not less than all) of the Offered Shares
and, so long as any sale of the Offered Shares made pursuant to a Third-Party
Offer is (A) upon such terms, including price, and subject to such conditions,
as are not materially less favorable to the Selling Shareholder, taken as a
whole, than those set forth in the First Offer Notice, (B) consummated within
one hundred eighty (180) days from the expiration date of the Company First
Offer Option Period, (C) subject to any Tag-Along Right, if applicable, and (D)
in accordance with clause (ii) below, such transfer may be consummated without
further restriction under this Section 4 and shall be a Permitted Transfer under
this Agreement.

                           (ii)     All Offered Shares transferred by the
Selling Shareholder in accordance with clause (i) above shall remain, and the
third-party purchaser shall agree to take and hold such Offered Shares, subject
to all of the obligations and restrictions imposed upon the Selling Shareholder
by this Agreement. No transfer of Offered Shares to which the preceding sentence
applies shall be effective unless and until the third-party purchaser shall have
executed and delivered to the Company an appropriate instrument to the foregoing
effect.

         5.       Tag-Along Rights.

                  (a)      The Right. If one or more Shareholders (the "Majority
Shareholders") holding, in the aggregate, a majority of the issued and
outstanding Common Shares and Common Shares issuable upon conversion of the
Preferred Shares ("Common Stock Equivalents") propose to sell 20% or more of the
aggregate number of issued and outstanding Common Shares and Common Stock
Equivalents, in one transaction or a series of related transactions, to any
person (a "Prospective Purchaser") other than a Permitted Transfer (a "Tag-Along
Sale"), then each of the remaining Shareholders who are GEI Investors or
Investcorp Investors shall have the right to participate in any such sale or
transfer of Common Shares by such Majority Shareholders in accordance with the
procedures set forth below and on the same terms and subject to the same
conditions as those on which such Majority Shareholders propose to transfer
their shares; provided that such right may not be exercised with respect to any
Common Stock Equivalents unless and until such securities have been converted
into Common Shares. Prior to any proposed Tag-Along Sale, the Majority
Shareholders shall deliver to each Shareholder that is not a Majority
Shareholder, a written notice (the "Tag-Along Notice") stating the number of
shares that the Majority Shareholders desire to sell and the material terms and
conditions to which such sale is subject.

                  (b)      Election to Participate. Shareholders shall have the
right (the "Tag-Along Right") for thirty (30) days from receipt of the Tag-Along
Notice described in Section 4(a) (the "Tag-Along Option Period") to elect to
participate in the Tag-Along Sale. Any Shareholder electing to participate in
the Tag-Along Sale (a "Tag-Along Shareholder") shall give all other Shareholders
and the Company written notice thereof (the "Election Notice") within the
Tag-Along Option Period. The Election Notice shall specify the number of Common
Shares that

                                       11
<PAGE>

such Tag-Along Shareholder desires to sell to the Prospective Purchaser, which
amount shall be equal to or less than the total number of Common Shares and
Common Stock Equivalents held by such Shareholder multiplied by a fraction, the
numerator of which is the total number of Common Shares proposed to be sold by
the Majority Shareholder and the denominator of which is the total number of
Common Shares and Common Stock Equivalents then owned by such Majority
Shareholders. The failure of any remaining Shareholder to submit an Election
Notice within the Tag-Along Option Period shall constitute an election by such
remaining Shareholder not to participate in such Tag-Along Sale, provided such
Tag-Along Sale is consummated within forty-five (45) days of the expiration of
the Tag-Along Option Period. By delivering an Election Notice to such Majority
Shareholders within the Tag-Along Option Period, a Tag-Along Shareholder shall
have the right to sell to the Prospective Purchaser that number of Common Shares
specified in the Election Notice; provided, however, that, to the extent the
Prospective Purchaser is unwilling or unable to purchase all of the shares
proposed to be sold by such Majority Shareholders and the Tag-Along
Shareholders, the number of shares to be sold by each of the Majority
Shareholders and each of the Tag-Along Shareholders shall be ratably reduced so
that the number of shares to be sold by such Majority Shareholders and each of
the Tag-Along Shareholders equals the number of shares that the Prospective
Purchaser is willing or able to purchase.

         6.       Drag-Along Rights.

                  (a)      The Right. If the Class D Shareholders propose to
sell 80% of the issued and outstanding shares of Class D common stock to a
Prospective Purchaser (a "Class D Drag-Along Sale") then the Class D
Shareholders shall have the right (the "Drag-Along Right") to compel the GEI
Investors and any Permitted Transferees of the GEI Investors (the "Drag-Along
Shareholders") to sell (1) the number of Common Shares owned by such Drag-Along
Shareholder multiplied by a fraction, the numerator of which is the total number
of Common Shares proposed to be sold by the Class D Shareholders and the
denominator of which is the total number of Common Shares then owned by such
Class D Shareholders to the Prospective Purchaser for such consideration per
share and on the same terms and subject to the same conditions as the Class D
Shareholders are able to obtain and (2) all of the Preferred Shares owned by
such Drag-Along Shareholder to the Prospective Purchaser for cash consideration
per Preferred Share equal to the greater of only (A) the Offer Price (as defined
in the Preferred Statement) that would be required to be paid to the holders of
Preferred Shares on such date pursuant to a Put Offer (as defined in the
Preferred Statement) conducted on the date of the sale to the Prospective
Purchaser, as if such sale constituted a Change of Control (as defined in the
Preferred Statement), together with accrued but unpaid dividends, if any,
including any Participating Dividends (as defined in the Preferred Statement),
or (B) the aggregate amount per Preferred Share which such holder would have
been paid if such holder had held the maximum number of Conversion Shares (as
defined in the Preferred Statement) acquirable upon the complete conversion of
such holder's Preferred Shares pursuant to Section 6.1 of the Preferred
Statement immediately before the sale to the Prospective Purchaser; provided,
that the Class D Shareholders shall provide the Drag-Along Shareholders the
right to convert their Preferred Shares prior to such sale to a Prospective
Purchaser, in which case the sale will be subject to the provisions of clause
(1) of this Section 6(a). The Class D Shareholders shall exercise the Drag-Along
Right by giving written notice (the "Drag-Along Notice") to the Company and the
Drag-Along Shareholders stating (i) that they propose to effect such
transaction, (ii) the name and

                                       12
<PAGE>

address of the Prospective Purchaser, (iii) the proposed purchase price per
share and other terms and conditions of the proposed sale, (iv) that all the
Shareholders shall be obligated to sell their Common Shares upon the same terms
and subject to the same conditions (subject to applicable law) and (v) that all
of the Preferred Shares of any Drag-Along Shareholders will be purchased in
accordance with this Section 6(a).

                  (b)      Procedure. Not later than twenty (20) days following
the date of receipt of the Drag-Along Notice, each of the other Shareholders
shall deliver to the Class D Shareholders certificates representing all Common
Shares or Preferred Shares held by a Drag-Along Shareholder, accompanied by duly
executed stock powers. If any Drag-Along Shareholder fails to deliver such
certificates to the Class D Shareholders, the Company shall cause the books and
records of the Company to show that the shares represented by such certificates
of such Drag-Along Shareholder are bound by the provisions of this Section 6 and
are transferable only to the Prospective Purchaser or a Related Transferee of
such Prospective Purchaser upon surrender for transfer by the holder thereof.
Upon the consummation of the sale of the Common Stock of the Class D
Shareholders and the Common Shares and Preferred Shares of the Drag-Along
Shareholders pursuant to this Section 6, the Class D Shareholders shall give
notice thereof to the Drag-Along Shareholders and shall remit to each of the
Drag-Along Shareholders the total sales price received for the Common Shares or
Preferred Shares of such Drag-Along Shareholder sold pursuant hereto.

         7.       Preemptive Rights. In the event that the Company proposes to
issue or sell any New Securities (as defined below), it shall, no later than
fifteen (15) days prior to the consummation of such transaction, give notice in
writing (the "New Securities Notice") to the GEI Investors, the Designated
Shareholders and the Investcorp Investors (each a "Preemptive Rights Offeree")
of such proposed issuance of New Securities. The New Securities Notice shall
describe the proposed issuance of New Securities (including the amount and price
of such New Securities), identify the proposed purchaser(s), and contain an
offer (the "Preemptive Rights Offer") to sell to each Preemptive Rights Offeree,
at the same price and for the same consideration to be paid by the proposed
purchaser(s), all or part of such Preemptive Rights Offeree's pro rata portion
of the New Securities. Following receipt of such notice, each Preemptive Rights
Offeree shall have ten (10) business days during which either may elect to
purchase a pro rata portion of the New Securities determined by dividing the
number of shares of Common Stock or Common Stock Equivalents held by such
Preemptive Rights Offeree, by the aggregate number of shares of equity
securities of the Company outstanding immediately prior to the proposed issuance
of New Securities, calculated on a fully diluted, as converted basis. If the
Company does not effectuate such sale within sixty (60) days after the
expiration of such ten (10) business day period, it shall be required to again
comply with this Section 7 prior to effectuating any such sale. For purposes of
this Section 7, "New Securities" shall mean any authorized but unissued shares,
and any treasury shares, of capital stock of the Company and all rights, options
or warrants to purchase capital stock, or securities of any type whatsoever that
are, or may become, convertible into capital stock; provided that New Securities
shall not include shares of capital stock: (i) issued upon the exercise of any
convertible securities; (ii) issued in connection with payment-in-kind interest
; (iii) issued in connection with dividends payable in kind, if and when
declared; (iv) issued in connection with a stock split or recapitalization; (v)
granted or issued pursuant to the exercise of options or other stock-based
incentive awards granted to consultants, advisors, employees, officers or
directors pursuant to plans approved by

                                       13
<PAGE>

the Board; (vi) issued pursuant to a merger, consolidation, strategic alliance,
acquisition or similar business combination not resulting in the holders of
voting capital stock of the Company immediately prior to such transaction owning
less than fifty percent of the voting securities of the entity resulting from
such transaction; (vii) issued pursuant to a registration statement filed under
the Securities Act of 1933, as amended; or (viii) equity securities issued in
connection with borrowing or the issuance of debt securities.

         8.       Certain Closing Conditions. At the closing of any transfer or
disposition of any Covered Shares pursuant to this Agreement, in addition to any
other conditions specifically set out herein concerning such transfer or
disposition, the transferor shall (a) deliver the certificates representing the
Covered Shares that are the subject of the transfer, duly endorsed for transfer
and bearing any necessary tax stamps; (b) by delivering such certificates, be
deemed to have represented and warranted that the transferor has valid and
marketable title to the Covered Shares represented by such certificates free of
all encumbrances and (c) deliver such certificates of authority, tax releases,
consents to transfer and evidences of title as may reasonably be required by the
transferee. The transferor shall be responsible for the payment of all transfer
taxes unless otherwise specified.

         9.       Legends. Each stock certificate representing Covered Shares
now held or hereafter acquired by any Shareholder shall bear the following
legend:

                 "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND MAY BE
                  OFFERED, PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE
                  DISPOSED OF ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF
                  THE ACT AND SUCH LAWS, OR IF AN EXEMPTION FROM REGISTRATION IS
                  AVAILABLE.

                  THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT
                  TO A SHAREHOLDERS AGREEMENT DATED AS OF JUNE 11, 2003 (THE
                  "AGREEMENT"), WHICH CONTAINS PROVISIONS REGARDING (I) CERTAIN
                  RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES, (II) CERTAIN
                  RIGHTS OF FIRST OFFER AND CO-SALE RIGHTS APPLICABLE TO THIS
                  SECURITY AND (III) CERTAIN OTHER MATTERS. A COPY OF SUCH
                  AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE
                  OF THE COMPANY. ANY TRANSFER OF THE SECURITIES EVIDENCED BY
                  THIS CERTIFICATE IN VIOLATION OF THE AGREEMENT IS NULL AND
                  VOID."

                                       14
<PAGE>

         10.      Retention Condition; Termination.

                  (a)      Retention Condition. (i) The rights granted to the
GEI Investors pursuant to Section 2 and Section 7 shall terminate automatically
and permanently at such time as the GEI Investors cease to own in the aggregate
at least 50% of the Preferred Shares and any Common Shares issuable upon
conversion of the Preferred Shares, (ii) the rights granted to the Investcorp
Investors pursuant to Section 2(a), Section 2(b) and Section 7 shall terminate
automatically and permanently at such time as the Investcorp Investors cease to
own at least 50% of the aggregate equity position owned by the Investcorp
Investors as of immediately after the closing of the Recapitalization and (iii)
the rights granted to the Designated Shareholders pursuant to Section 2(a) shall
terminate automatically and permanently at such time as the Designated
Shareholders cease to own at least 50% of the aggregate equity position that
they owned as of immediately after the closing of the Recapitalization.

                  (b)      Termination as to Shareholder. This Agreement shall
terminate with respect to a Shareholder at such time as the Shareholder ceases
to hold any equity securities of the Company; provided, however, that the
provisions of this Agreement shall continue in effect for the purpose of
enforcing against such Shareholder all obligations and undertakings that shall
have theretofore become operative; provided, further, however, that the
provisions of this Agreement shall be binding upon any transferee of any
Shareholder, whether such transfer was pursuant to a Permitted Transfer or
otherwise. Notwithstanding the foregoing, the benefits of this Agreement shall
inure only to a Permitted Transferee of a Shareholder and only in accordance
with Section 11(d).

                  (c)      Termination of Agreement. This Agreement shall
terminate upon the earliest to occur of (i) the Agreement having been terminated
as to all Shareholders and all transferees of all Shareholders pursuant to
paragraph (b) hereof and (ii) a Qualified IPO.

         11.      Miscellaneous Provisions.

                  (a)      1997 Agreement. The 1997 Agreement is hereby amended
and restated in its entirety and shall no longer be of any force or effect. This
Agreement supersedes and replaces the 1997 Agreement in all respects.

                  (b)      Further Action. Each party hereto agrees to execute
and deliver any instrument and take any action that may reasonably be requested
by any other party for the purpose of effectuating the provisions of this
Agreement.

                  (c)      Incorporation of Schedules. The schedules attached
hereto are incorporated into this Agreement and shall be deemed a part hereof as
if set forth herein in full. References herein to "this Agreement" and the words
"herein," "hereof" and words of similar import refer to this Agreement
(including its schedules and exhibits) as an entirety. In the event of any
conflict between the provisions of this Agreement and any such schedule or
exhibit, the provisions of this Agreement shall control.

                  (d)      Assignment. No right under this Agreement shall be
assignable, except as expressly provided in this Section 11(d) or in Sections 3,
4, 5 and 6 hereof, and any attempted assignment in violation of this provision
shall be void. The Company shall have the right to

                                       15
<PAGE>

assign its rights and obligations hereunder to any successor entity (including
any entity acquiring substantially all of the assets of the Company), whereupon
references herein to the Company shall be deemed to be to such successor. To the
extent assignable in accordance with this Section 11(d), this Agreement, and the
rights and obligations of the parties hereunder, shall be binding upon and inure
to the benefit of any and all transferees of the Covered Shares subject hereto,
in each case with the same force and effect as if such transferees were named
herein as parties hereto, provided, however, that (i) the rights set forth in
(A) Section 2(a) are personal to the Designated Shareholders and (B) Section 2
are personal to the GEI Investors and the Investcorp Investors and (ii) such
rights may not be assigned or transferred to any party and any attempted
assignment or transfer thereof shall be void. Notwithstanding the foregoing any
GEI Investor can assign any of its rights under this Agreement to any other GEI
Investor and any Investcorp Investor can assign any of its rights under this
Agreement to any other Investcorp Investor.

                  (e)      Enforcement. The parties recognize that irreparable
damage will result in the event that this Agreement shall not be specifically
performed. Should any dispute arise concerning the disposition of any Common
Shares hereunder, the parties hereto agree that an injunction may be issued
restraining such disposition pending determination of such controversy and that
no bond or other security may be required in connection therewith. Should any
dispute arise concerning the right or obligation of the Shareholders or the
Company to purchase or sell any of the Common Shares subject hereto, such right
or obligation shall be enforceable by a decree of specific performance. Such
remedies shall, however, not be exclusive and shall be in addition to any other
remedy which the parties may have.

                  (f)      Notices. Any notice or other communication required
or which may be given hereunder shall be in writing by hand delivery, registered
or certified first class mail, telecopier or air courier guaranteeing overnight
delivery:

                           (i)      if to the Company, to:

                                        Werner Holding (PA), Inc.
                                        93 Werner Road
                                        Greenville, PA 16125
                                        Attention: Eric J. Werner, Esq.
                                        Phone: (724) 588-2000
                                        Fax: (724) 589-5898

                                    with a copy (which shall not constitute
                                    notice) to:

                                        Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue
                                        New York, NY 10166
                                        Attention: E. Michael Greaney, Esq.
                                        Phone: (212) 351-4000
                                        Fax: (212) 351-4035

                                       16
<PAGE>

                           (ii)     if to the Investcorp Investors, to:

                                        Investcorp Management Service Limited
                                        c/o Investcorp Bank B.S.C.
                                        P.O. Box 5340,
                                        Investcorp House,
                                        Manama, Bahrain,
                                        Attn: Gary S. Long
                                        Phone 011-973-532-000
                                        Fax: 011-973-536-541

                                    with a copy (which shall not constitute
                                    notice) to:

                                        Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue
                                        New York, NY 10166
                                        Attention: E. Michael Greaney, Esq.
                                        Phone: (212) 351-4000
                                        Fax: (212) 351-4035

                           (iii)    if to the GEI Investors, to:

                                        Green Equity Investors III, L.P.
                                        11111 Santa Monica Blvd., Suite 2000
                                        Los Angeles, CA 90025
                                        Attention: Michael S. Wong
                                        Phone: (310) 954-0415
                                        Fax: (310) 954-0404

                                    with a copy (which shall not constitute
                                    notice) to:

                                        Skadden, Arps, Slate, Meagher & Flom LLP
                                        300 South Grand Avenue, 34th Floor
                                        Los Angeles, CA 90071
                                        Attention: Nick Saggese
                                        Phone: (213) 687-5000
                                        Fax: (213) 687-5600

                          (iv)      if to any other Shareholder, to his or its
address set forth on Schedule A attached hereto,

                                    with a copy (which shall not constitute
                                    notice) to:

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

                                       17
<PAGE>

                                        and

                                        Gibson, Dunn & Crutcher LLP
                                        200 Park Avenue
                                        New York, NY 10166
                                        Attention: E. Michael Greaney, Esq.

or at such other address, notice of which is given in accordance with the
provisions of this Section 11(f). All such notices shall be deemed to have been
duly given when delivered by hand, if personally delivered; five (5) business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged, if telecopied; and on the next business day, if timely
delivered to an air courier guaranteeing overnight delivery.

                  (g)      Applicable Law. This Agreement and all disputes or
controversies arising out of or related to this Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to the laws of any other jurisdiction that might be applied
because of the conflicts of laws principles of the State of New York.

                  (h)      Entire Agreement; Amendments and Waivers. This
Agreement sets forth the entire agreement and supersedes all prior agreements,
arrangements, communications and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement. The failure of
any party to seek redress for the violation of or to insist upon the strict
performance of any term of this Agreement shall not constitute a waiver of such
term and such party shall be entitled to enforce such term without regard to
such forbearance. This Agreement may be amended, each party hereto may take any
action herein prohibited or omit to take action herein required to be performed
by it, and any breach of or compliance with any covenant, agreement, warranty or
representation may be waived, only by the prior written consent or written
waiver of the Company, the Investcorp Investors, the GEI Investors and at least
a majority in interests of the Designated Shareholders.

                  (i)      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.

                                       18
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Shareholders
Agreement as of the date first set forth above.

                                  WERNER HOLDING CO. (PA), INC.

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  GREEN EQUITY INVESTORS III, L.P.

                                  By: GEI Capital III, LLC, its General Partner

                                      By: ___________________________________
                                          Name:
                                          Title:

                                  WERNER CO-INVESTMENT LLC

                                  By: Leonard Green & Partners, L.P.

                                      By: LGP Management, Inc., its General
                                      Partner

                                            By: _____________________________
                                                Name:
                                                Title:

<PAGE>

                                  INVESTCORP INVESTMENT EQUITY
                                  LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  Other Class D Shareholders

                                  BALLET LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  DENARY LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  GLEAM LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

<PAGE>

                                  HIGHLANDS LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  NOBLE LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  OUTRIGGER LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  QUILL LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  RADIAL LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

<PAGE>

                                  SHORELINE LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

                                  ZINNIA LIMITED

                                  By: __________________________________________
                                      Name:
                                      Title:

<PAGE>

                                  DESIGNATED SHAREHOLDERS

                                  ______________________________________________
                                  Donald M. Werner

                                  ______________________________________________
                                  Howard L. Solot

                                  ______________________________________________
                                  Bruce D. Werner

                                  ______________________________________________
                                  Michael E. Werner

                                  ______________________________________________
                                  Craig R. Werner

                                  ______________________________________________
                                  Eric J. Werner

                                  ______________________________________________
                                  Michael J. Solot

<PAGE>

                                   SCHEDULE A

--------------------------------------------------------------------------------
                             DESIGNATED SHAREHOLDERS

--------------------------------------------------------------------------------

Donald M. Werner

--------------------------------------------------------------------------------

Howard L. Solot

--------------------------------------------------------------------------------

Bruce D. Werner

--------------------------------------------------------------------------------

Michael E. Werner

--------------------------------------------------------------------------------

Craig R. Werner

--------------------------------------------------------------------------------

Eric J. Werner

--------------------------------------------------------------------------------

Michael J. Solot

--------------------------------------------------------------------------------

                                       1
<PAGE>

--------------------------------------------------------------------------------

Donald M. Werner

--------------------------------------------------------------------------------

                                       2
<PAGE>

                                   SCHEDULE B

                          Initial Designated Directors

Investcorp Investors' Designees:

1.       James F. Hardymon

2.       Dana R. Snyder

3.       Christopher J. Stadler

4.       Thomas J. Sullivan

GEI Investors' Designees

1.       Peter J. Nolan

2.       Michael S. Wong

Designated Shareholders' Designees

1.       Donald M. Werner

2.       Howard L. Solot

                                       3