WERNER HOLDING CO INC /PA/
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>l84539aex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    Exhibit 10.1


                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

     This Amendment No. 2 to Employment Agreement (this "Amendment") is made and
entered into as of September 1, 2000, by and between Werner Co., a Pennsylvania
corporation (the "Company"), successor by merger to Werner Management Co.
("WMC") and Eric J. Werner ("Executive").

     WHEREAS, the Company and Executive desire to enter into this Amendment to
amend certain terms of the Employment Agreement (the "Agreement").

     NOW THEREFORE, the Company and Executive agree as follows:

     1. AMENDMENT TO PERFORMANCE BASED COMPENSATION.

     Section 3.2 of the Agreement shall be amended by deleting the first
paragraph and chart and replacing with the following:

     In addition to the Base Salary provided for in Section 3.1 hereof,
     commencing for the fiscal year 2000, Executive shall be eligible to receive
     an annual cash bonus (prorated based on service) earned during the calendar
     year in an amount equal to 60% of the Base Salary in effect at the end of
     such calendar year based upon the extent to which Werner Holding Co. (PA),
     Inc.'s ("Holdings") consolidated Earnings Before Interest, Taxes,
     Depreciation and Amortization ("EBITDA"), as defined in EXHIBIT 1 hereto,
     equals or exceeds the percentages of target annual EBITDA with respect to
     such fiscal year in accordance with the attached Exhibit 3.

     2. TERM OF EMPLOYMENT

     The term of this Agreement shall be extended three (3) years from the
original expiration date determined by Section 2(b) of the Agreement to November
23, 2003 and


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shall be automatically renewed for successive one (1) year periods thereafter
unless either party gives notice otherwise within 12 months, but not less than 6
months prior to an expiration.

     3. AMENDMENT TO TERMINATION OF EMPLOYMENT.

     Section 6.3 of the Agreement shall be amended by deleting (1) of the
definition of "Good Reason" such that the sentence shall now read as follows:

     For purposes of this Agreement, "Good Reason" shall mean (1) a reduction by
     the Company in the Executive's bonus opportunities or, except as
     specifically provided herein, base salary as in effect on the Effective
     Date or as the same may be increased from time to time; (2) unless the
     members of the Board appointed pursuant to Section 4(iii) of the
     Shareholder Agreement dated as of the date hereof agree to such reduction
     or other action, any material reduction in the level of benefits (including
     participation in any bonus plan) to which the Executive is entitled under
     one or more employee benefit plans on the Effective Date, or the taking of
     any action by the Company which would adversely affect the Executive's
     accrued benefits under any such employee benefit plans or deprive the
     Executive of any material fringe benefit enjoyed by the Executive on the
     Effective Date; (3) a demand by the Company to the Executive to relocate to
     any place that exceeds a fifty (50) mile radius beyond the location at
     which the Executive performed the Executive's duties on the Effective Date;
     or (4) any material breach by the Company of any provision of this
     Agreement.


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     4. REMAINING PROVISIONS.

     All provisions of the Agreement not otherwise amended by this Amendment
shall remain in full force and effect.

     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first above written.


                                        WERNER CO., a Pennsylvania Corporation

                                        By:
                                            ------------------------------------
                                            Name:  Dennis G. Heiner
                                            Title: President and CEO


                                        EXECUTIVE


                                        ----------------------------------------
                                        Eric J. Werner


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