June 2, 2003Consent to Stock Unit Adjustment • August 12th, 2003 • Werner Holding Co Inc /Pa/ • Fabricated structural metal products
Dear Sir: I am the sole participant in the Werner Co. Deferred Stock Plan (the "Plan"). I understand that Werner Holding Co. (PA), Inc. ("the Parent Company") has entered into a Recapitalization and Stock Purchase Agreement dated as of May 7, 2003 by and among the Parent Company, its shareholders and Green Equity Investors III, L.P. (the "Recapitalization Agreement"), pursuant to which (i) each outstanding share of Class C Stock of Parent Company will be reclassified and converted into the right to receive 0.396646 shares of Class R Stock of Parent Company and the right to retain 0.603354 shares of Post-Recapitalization Class C Stock of Parent Company as defined in the Recapitalization Agreement, and (ii) all of the Class R Stock of Parent Company into which the Class C Stock is converted will be redeemed at a price of $4,929.66 per share. I further understand that, to take account of the recapitalization and redemption contemplated by the Recapitalization Agreement, the Board of Direc
