WERNER HOLDING CO INC /PA/
EXHIBIT 10.49 OPTION CANCELLATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>9
<FILENAME>l06128aexv10w49.txt
<DESCRIPTION>EXHIBIT 10.49 OPTION CANCELLATION AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.49

                          OPTION CANCELLATION AGREEMENT

         This OPTION CANCELLATION AGREEMENT (this "Cancellation Agreement")
dated as of May 14, 2003 by and between WeRNER HOLDING CO. (PA), INC., a
Pennsylvania corporation (the "Company"), and Edward W. Gericke, an option
holder of the Company (the "Holder").

                                 R E C I T A L S

         WHEREAS, pursuant to the Company's Stock Incentive Plan (the "Option
Plan"), the Holder is a party to one or more Stock Option Agreements between the
Company and the Holder pursuant to which the Holder has been granted options to
purchase the number of shares of Class C Common Stock, par value $0.01 per
share, of the Company (the "Class C Stock") set forth below such Holder's name
on the signature page of such Stock Option Agreements;

         WHEREAS, the Company intends to effect a recapitalization and
redemption of its capital (the "Transaction") as specified in the
Recapitalization and Stock Purchase Agreement dated as of the date hereof by and
between the Company and certain parties signatories thereto (the "Stock Purchase
Agreement");

         WHEREAS, subject to and upon the consummation of the Transaction, the
Company and the Holder desire to provide for the cancellation and surrender of
options set forth below the Holder's name on the signature page hereto under the
heading "Cancelled Options" (the "Cancelled Options") in exchange for an amount
in cash set forth on the signature page hereto under the heading "Cash Amount"
(the "Cash Amount") and reduced by the amount of withholding or other taxes
required by law to be withheld ("Taxes Withheld"); and

         WHEREAS, any capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Stock Purchase Agreement.

         NOW THEREFORE, in consideration of the mutual covenants set forth
herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the parties, intending to be legally bound, do hereby agree
as follows:

                                    AGREEMENT

         1.       Cancellation. The Holder and the Company hereby agree that
subject to, and on the closing date of the Transaction, the Cancelled Options
shall be automatically cancelled and surrendered in exchange for payment to the
Holder of the Cash Amount.

         2.       Adjustment for Transaction. Giving effect to the cancellation
of the Cancelled Options, the remaining options held by the Holder shall be
vested and shall be reclassified as options to purchase the number of Post
Recapitalization Class C Stock set forth below the Holder's name on the
signature page hereto under the heading "Option to Purchase Post
Recapitalization Class C Stock." The Holder acknowledges that the adjustments
contemplated by this Cancellation Agreement are in full satisfaction of Section
13 of the Option Plan, and except as provided in this Cancellation Agreement,
the Holder shall have no further rights to any

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additional adjustments, cash proceeds or dilution rights in connection with the
Transaction pursuant to the Option Plan or any of the Option Agreements. The
Holder waives any dilution rights Holder may have pursuant to the Option Plan or
the Option Agreement in connection with the Transaction.

         3.       General. This document constitutes the final, complete, and
exclusive embodiment of the entire agreement and understanding between the
parties related to the subject matter hereof and supersedes and preempts any
prior or contemporaneous understandings, agreements, or representations by or
between the parties, written or oral. This Cancellation Agreement is intended to
bind and inure to the benefit of and be enforceable by the Holder and the
Company, and their respective successors and assigns. No amendments or other
modifications to this Cancellation Agreement may be made except by a writing
signed by both parties. No amendment or waiver of this Cancellation Agreement
requires the consent of any individual, partnership, corporation or other entity
not a party to this Cancellation Agreement. Nothing in this Cancellation
Agreement, express or implied, is intended to confer upon any third person any
rights or remedies under or by reason of this Cancellation Agreement. All
questions concerning the construction, validity and interpretation of this
Cancellation Agreement will be governed by the laws of the Commonwealth of
Pennsylvania without giving effect to principles of conflicts of law.

                                       2
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         IN WITNESS WHEREOF, the parties hereto have executed this Cancellation
Agreement effective as of the date first written above.

                              __________________________________________________
                              Edward W. Gericke

                              CANCELLED OPTIONS:                     198.6366

                              OPTIONS TO PURCHASE POST
                              RECAPITALIZATION CLASS C STOCK:        101.3634

                              CASH AMOUNT: * $167,058.15

                              WERNER HOLDING CO. (PA), INC.

                              By:_______________________________________________
                              Name:  Eric J. Werner
                              Title: Vice President, Secretary & General Counsel

Form Option Cancellation Agreement doc

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*        Please note, such amount constitutes the gross Cash Amount before all
         applicable withholdings or other taxes are withheld by the Company, as
         required by law. The net Cash Amount should be treated as taxable
         income.

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