Term Performance Compensation      Executive Uses in Benefits Clause

Benefits from Employment Agreement

This Employment Agreement (this Agreement) is made and entered into as of January 4, 2005 (the Effective Date), by and between Werner Co., a Pennsylvania corporation (the Company), and Steven P. Richman (Executive).

Benefits. During the Period of Employment, Executive shall be entitled to participate in all benefit plans and programs maintained by the Company which are available to its executive officers or employees generally, including any and all perquisites, provided that, (i) Executives right to participate in such plans and programs shall not affect the Companys right to amend or terminate the general applicability of such plans and programs, and (ii) Executive acknowledges that he shall have no vested rights under or to participate in any such plan or program except as expressly provided under the terms thereof. The Company shall provide the Executive with the benefits described on Exhibit 2 hereto, provided, however, the benefits so described may be amended or terminated by the Board.