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Exhibit 10.17
AMENDMENT TO
SUPPLEMENTAL PENSION PLAN B
APPLICABLE TO
ELECTED SALARIED CORPORATE OFFICERS OF
WERNER HOLDING CO. (DE), INC., ITS PARENT AND ITS SUBSIDIARIES
WHEREAS, Werner Holding Co. (DE), Inc. (the "Company" maintains
Supplemental Pension Plan B Applicable to Elected Salaried Corporate Officers of
Werner Holding Co. (DE), Inc., its Parent and its Subsidiaries ("supplemental
Plan B"); and
WHEREAS, in anticipation of the retirement of certain key executives,
the benefits of Supplemental Plan B have been reviewed, and the Company now
wishes to assure for these executives a minimum benefit by establishing a
minimum pension in Supplemental Plan B; and
WHEREAS, Section 10 of Supplemental Plan B expressly reserves to the
board of directors of the Company the authority to amend Supplemental Plan B
from time to time and at any time, with limitations not here relevant.
NOW, THEREFORE, Supplemental Plan B is amended as follows, effective
upon adoption of this amendment by the board of directors of the Company:
1. Section 4 - Supplemental Pension is amended by adding at the end
thereof the following new subsection (h):
h) Notwithstanding the foregoing, a minimum supplemental pension
shall be provided under the Supplemental Pension Plan to Richard
L. Werner, Robert I. Werner, Donald M. Werner and Howard L. Solot
by operation of this subsection (h). Under this subsection (h),
each of the named individuals shall be entitled to an additional
element of supplemental pension (P5) (if any is produced by the
following formula) in such amount as is necessary to bring the
total of the pension under the Qualified Pension Plan (P) and the
pension otherwise payable under the Supplemental Pension Plan
(P50) up to a pension equal to 1.25% of average annual
compensation while an elected salaried Corporate officer (C) for
all years of credited service (N1), provided that the additional
element of supplemental pension provided under this subsection (h)
(P5) shall not exceed that amount which, if paid in the form of a
lump sum under Section 15, would produce a lump sum of one million
dollars.
Subject to the limitation of a lump sum equivalent of one
million dollars, therefore: P5 = (1.25% x C x N1) -P-P50
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2. A new Section 15 is added at the end of Supplemental Plan B as
follows:
Section 15 - Elected Salaried Corporate Officers - Lump Sum Option:
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a) With respect to benefit payments going into pay status on or after
the effective date of this Section 15 of the Supplemental Pension
Plan, an elected salaried Corporate officer may elect, in the
manner hereafter set forth, to have that portion (if any) of the
supplemental pension which is provided under Section 4(h)
converted into a lump sum payment. The amount available for
conversion to a lump sum shall be only that portion (if any)
payable under Section 4(h), namely, P5, not any portion of
P50. Absent an effective election under this Section 15, that
portion of the supplemental pension which is provided under
Section 4(h) (if any) shall be paid in the same form as the
balance of the supplemental pension.
b) The amount of the lump sum shall be calculated based on the
benefit payable at actual retirement using interest at the rate of
7.5% (unless the Board of Directors of the Company determines
otherwise) and mortality as specified in the 1983 Group Annuity
Mortality Table for males with a 2-year setback. Because the
calculation is made as of the date of retirement, no inflation
adjustment under Section 14 shall be applicable or taken into
account.
c) An election of a lump sum under this section shall be effective
only if made irrevocably in writing (on such form as may be
prescribed) and filed with the Company Treasurer prior to the
occurrence of any event that gives the elected salaried Corporate
officer a right to payment of benefits under the Supplemental
Pension Plan.
d) Payment of a lump sum under this Section 15 shall be made as soon
as administratively possible after occurrence of the first event
that gives the elected salaried Corporate officer a right to
payment of benefits under the Supplemental Pension Plan.
IN WITNESS WHEREOF, this amendment to Supplemental Plan B has been
executed this 16th day of April, 1997, by the appropriate officer of the Company
pursuant to resolution of the board of directors of the Company authorizing the
same.
Eve Werner
__________________________________
Chief Administrative Officer,
Secretary, General Counsel &
Corporate Ethics Officer
__________________________________
Title
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SUPPLEMENTAL PENSION PLAN B
APPLICABLE TO ELECTED SALARIED CORPORATE OFFICERS
OF WERNER HOLDING CO. (DE), INC., ITS PARENT AND ITS SUBSIDIARIES
Lump Sum Election
for Portion Payable under Section 4(h)
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I, ___________________________________, an elected salaried Corporate officer of
____________________________ , do hereby elect that, upon my retirement, that
portion of my benefits under the Supplemental Pension Plan which is payable by
reason of Section 4(h) thereof--the additional pension amount necessary to raise
my benefits under the Supplemental Pension Plan to the minimum specified in
Section 4(h)--be paid in the form of a lump sum in accordance with Section 15
of the Supplemental Pension Plan.
I understand and agree that this election is irrevocable and that
payment of such lump sum completely and forever discharges any and all liability
for supplemental pension payments under Section 4(h) of the Supplemental Pension
Plan.
______________________________________ _____________________________________
(Witness signature) (Signature)
Date: ________________________________ _____________________________________
Print Name
The foregoing election was received on the ____ day of
_____________________, 19 .
_____________________________________
Company Treasurer