Exhibit 10.4


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

     This Amendment No. 3 to Employment Agreement (this "Amendment") is made and
entered into as of January 1, 2004, by and between Werner Co., a Pennsylvania
corporation (the "Company"), and Larry V. Friend ("Executive").

     WHEREAS, the Company and Executive desire to enter into this Amendment to
certain terms of the Amended Employment Agreement dated as of October 31, 2001
(the "Agreement").

     NOW THEREFORE, the Company and Executive agree as follows:

     1. PLACE AND TERM OF EMPLOYMENT

     Section 2(b) of the Agreement shall be amended by deleting such section in
its entirety and replacing it with the following:

          (b) Subject to Section 6 hereunder, the term of this Agreement shall
     be through December 31, 2006. This Employment Agreement 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.

     2. 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:      /s/ Dennis G. Heiner
                                                  ----------------------------
                                         Name:    Dennis G. Heiner
                                         Title:   President and CEO


                                         EXECUTIVE



                                         /s/ Larry V. Friend
                                         -------------------------------------
                                         Larry V. Friend