sec document

DEF 14A 1 formdef14a01306_06032003.htm sec document

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the registrant /x/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14(a)-12

WHX CORPORATION
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(Name of Registrant as Specified in Charter)

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(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of filing fee (check the appropriate box):

No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement no.:

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(3) Filing Party:

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(4) Date Filed:

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WHX CORPORATION
110 East 59th Street
New York, New York 10022
-----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 3, 2003
-----------------

To The Holders of Our Common Stock:

We invite you to attend our annual stockholders' meeting on Tuesday,
June 3, 2003 at the Dupont Hotel, 11th & Market Streets, Wilmington, Delaware
19801 at 11:00 a.m. At the meeting, you will hear an update on our operations,
have a chance to meet some of our directors and executives, and will act on the
following matters:

1) To elect three (3) Class I directors to a three-year term;
2) To adopt our 2003 Incentive Stock Plan;
3) To ratify the appointment of PricewaterhouseCoopers LLP as our
independent accountants for fiscal 2003; and
4) Any other matters that properly come before the meeting.

This booklet includes a formal notice of the meeting and the proxy
statement. The proxy statement tells you more about the agenda and procedures
for the meeting. It also describes how our Board of Directors operates and gives
personal information about our director nominees.

Only record holders of WHX common stock at the close of business on
April 14, 2003 will be entitled to vote on the foregoing matters at the annual
meeting. Even if you only own a few shares or common stock, we want your shares
to be represented at the annual meeting. I urge you to complete, sign, date and
return your proxy card promptly in the enclosed envelope.

We have also provided you with the exact place and time of the
meeting if you wish to attend in person.

Sincerely yours,

MARVIN L. OLSHAN
Secretary

Dated: New York, New York
May 5, 2003

WHX CORPORATION
110 East 59th Street
New York, New York 10022
-----------------

2003 PROXY STATEMENT

GENERAL INFORMATION

This proxy statement contains information related to the annual
meeting of stockholders of WHX Corporation to be held on Tuesday, June 3, 2003,
beginning at 11:00 a.m., at the Dupont Hotel, 11th & Market Streets, Wilmington,
Delaware 19801, and at any postponements or adjournments thereof.

ABOUT THE MEETING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Company's annual meeting, holders of WHX common stock will
hear an update on the Company's operations, have a chance to meet some of its
directors and executives and will act on the following matters:

WHO MAY VOTE

Holders of the common stock of WHX Corporation, as recorded in our
stock register on April 14, 2003 (the "Record Date"), may vote at the meeting.
As of this date we had 5,405,856 shares of common stock, $.01 par value ("Common
Stock") eligible to vote. All shares in this class have equal voting rights of
one vote per share.

We also have 2,573,926 shares of Series A Convertible Preferred
Stock ("Series A Preferred Stock") and 2,949,000 shares of Series B Convertible
Preferred Stock ("Series B Preferred Stock") outstanding (together, the
"Preferred Stock"). Dividends on the Preferred Stock have not been paid since
the dividend payment of October 1, 2000. The holders of the Preferred Stock are
eligible to elect up to two directors to the Company's Board of Directors upon

the Company's failure to pay six quarterly dividends, whether or not
consecutive. The regularly scheduled dividend payment that was due April 1, 2002
was the sixth dividend non-payment. Accordingly, the holders of Preferred Stock
have the right to elect up to two directors to our Board of Directors. The
election of up to two directors by the holders of the Preferred Stock may occur
at the annual meeting, but will be by separate action of the holders of
Preferred Stock. Subject to requirements and procedures set forth in an
Information Statement which is being mailed separately to the holders of
Preferred Stock, the holders of Preferred Stock are not eligible to vote at this
meeting on the proposals described above.

ATTENDING IN PERSON

Only holders of Common Stock and Preferred Stock, their proxy
holders, and our invited guests may attend the meeting. If you wish to attend
the meeting in person but you hold your shares through someone else, such as a
stockbroker, you must bring proof of your ownership and identification with a
photo at the meeting. For example, you could bring an account statement showing
that you beneficially owned WHX Corporation shares as of April 14, 2003 as
acceptable proof of ownership.

INSTRUCTIONS FOR HOLDERS OF COMMON STOCK

HOW TO VOTE

You may vote in person at the meeting or by proxy. We recommend that
you vote by proxy even if you plan to attend the meeting. You can always change
your vote at the meeting.

VOTING ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE

Holders of Common Stock whose shares are registered directly on the
books of the Company may vote either by telephone or via the Internet. Your
telephone or Internet vote authorizes the named proxies in the same manner as if
you had executed a proxy card and returned it by mail. Instructions for
registered stockholders interested in voting by telephone or via the Internet
are set forth on the enclosed proxy card. The telephone and Internet voting
procedures are designed to authenticate the stockholder's identity and to allow
stockholders to vote their shares and confirm that their instructions have been
properly recorded.

If your shares are registered in the name of a bank or brokerage
firm, you may be eligible to vote your shares electronically over the Internet
or by telephone. If your voting form does not reference Internet or telephone
information, please complete and return the paper form in the self-addressed,
postage paid envelope provided.

HOW PROXIES WORK

Our Board of Directors is asking for your proxy. Giving us your
proxy means you authorize us to vote your shares at the meeting in the manner
you direct. You may vote for all, some or none of our director nominees. You may
also vote for or against the other proposal or abstain from voting.

Proxies submitted by mail, telephone or Internet will be voted by
the individuals named on the proxy card in the manner you indicate. If you give
us your proxy but do not specify how you want your shares voted, they will be
voted in accordance with the Board of Directors recommendations, i.e. in favor
of all our director nominees, in favor of the 2003 Incentive Stock Plan and in
favor of the ratification of the appointment of PricewaterhouseCoopers LLP as
our independent accountants.

You may receive more than one proxy or voting card depending on how
you hold your shares. If you hold shares through someone else, such as a
stockbroker, you may get materials from them asking how you want to vote. The
latest proxy card we receive from you will determine how we will vote your
shares.

REVOKING A PROXY

There are three ways to revoke your proxy. First, you may submit a
new proxy with a later date up until the existing proxy is voted. Secondly, you
may vote in person at the meeting. Lastly, you may notify our corporate
secretary in writing at 110 East 59th Street, New York, New York 10022.

QUORUM

In order to act on the proposals described herein, we must have a
quorum of shares of Common Stock. This means at least a majority of the
outstanding shares of Common Stock eligible to vote must be represented at the
meeting, either by proxy or in person. Shares that we own are not voted and do
not count for this purpose.

VOTES NEEDED

The director nominees receiving a plurality of the votes cast during
the meeting will be elected to fill the seats of our Class I directors. For
other proposals to be approved, the favorable vote of a majority of the votes
cast is required. Votes that are withheld from voting on a proposal will be
excluded entirely and will have no effect in determining the quorum. Abstentions
and broker non-votes count for quorum purposes and otherwise they have no impact
in the election of directors, the adoption of our 2003 Incentive Stock Plan or
the ratification of auditors. Broker non-votes occur when a broker returns a
proxy but does not have the authority to vote on a particular proposal.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of
the Common Stock of WHX Corporation (the "Company") outstanding at April 14,
2003, by (i) each person known by the Company to be the beneficial owner of more
than five percent of its Common Stock, (ii) each director, (iii) each of the
executive officers named in the summary compensation table and (iv) by all
directors and executive officers of the Company as a group.

Shares Beneficially Percentage
Name and Address of Beneficial Owner (1) Owned(2) of Class(2)
---------------------------------------- -------- -----------
Deutsche Bank A.G.(3)
TaunusanIage 12, D-60325
Frankfurt am Main, Federal Republic of Germany....... 1,657,490 3.9%
WPN Corp.(4)
110 E. 59th Street
New York, New York 10022............................ 568,413 9.6%
Dimensional Fund Advisors Inc.(5)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401...................... 406,736 7.5%
Gabelli Asset Management, Inc.(6)
One Corporate Center,
Rye, New York 10580................................. 795,910 13.9%
Alliance Capital Management L.P.(7)
1290 Avenue of the Americas
New York, New York 10104............................ 387,366 7.2%
Dewey Square Investors Corporation(8)
One Financial Center
Boston, Massachusetts 02111......................... 288,806 5.3%
Ronald LaBow......................................... 568,413(4) 9.6%
Neil D. Arnold....................................... 61,879(9) 1.1%
Robert A. Davidow.................................... 61,372(10) 1.1%
William Goldsmith.................................... 33,329(9) *
Robert D. LeBlanc.................................... 101,559(11) 1.9%
Marvin L. Olshan..................................... 37,772(12) *
Raymond S. Troubh.................................... 48,995(13) *
James G. Bradley..................................... 86,666(9) 1.6%
Robert K. Hynes...................................... 22,609(14) *
Louis Klein Jr....................................... 2,000 *
Garen W. Smith ...................................... 63,397(15) 1.2%
All Directors and Executive Officers as a Group
(11 persons) ........................................ 1,087,991(16) 17.1%

-------------------
* less than one percent.

(1) Each stockholder, director and executive officer has sole voting
power and sole dispositive power with respect to all shares
beneficially owned by him, unless otherwise indicated.
(2) Based upon shares of Common Stock outstanding at April 14, 2003 of
5,405,856 shares. Share totals are adjusted to reflect the
one-for-three reverse stock split effectuated on August 22, 2002.
(3) Based on a Schedule 13G/A filed in May 2002, Deutsche Bank A.G.
beneficially holds 871,000 shares of Series A Preferred Stock and
738,360 shares of Series B Preferred Stock convertible into 919,950
and 603,240 shares of Common Stock, respectively, and 134,300 shares
of Common Stock.
(4) Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes
527,500 shares of Common Stock issuable upon exercise of options
within 60 days hereof. Ronald LaBow, the Company's Chairman, is the
sole stockholder of WPN Corp. Consequently, Mr. LaBow may be deemed
to be the beneficial owner of all shares of Common Stock owned by
WPN Corp. Mr. LaBow disclaims beneficial ownership of the options to
purchase 133,332 shares of Common Stock held by WPN Corp. as nominee
for Messrs. Tabin and Trangucci, all of which are exercisable within
60 days hereof. Messrs. Tabin and Trangucci are officers and
directors of WPN Corp. and disclaim beneficial ownership of all
shares of Common Stock owned by WPN Corp., except for options to
purchase such 133,332 shares of Common Stock held by WPN Corp. as
nominee for Messrs. Tabin and Trangucci. Each of Messrs. Tabin and
Trangucci holds options, exercisable within 60 days hereof, to
purchase 180,549 shares of Common Stock.
(5) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and
separate accounts. (These investment companies, trusts and accounts
are the "Funds.") In its role as investment advisor or manager,
Dimensional possesses voting and/or investment power over 406,736
shares of WHX Corporation Stock as of December 31, 2002. The Funds
own all securities reported in this statement, and Dimensional
disclaims beneficial ownership of such securities.
(6) Based on a Schedule 13D/A filed in December 2002, Gabelli Funds,
LLC, GAMCO Investors, Inc., Gabelli Securities, Inc., MJG Associates
Inc. and Gabelli Advisors, Inc. collectively beneficially hold
795,910 shares of Common Stock. This amount includes 154,809 shares
of Series A Preferred Stock and 168,056 shares of Series B Preferred
Stock convertible into 163,509 and 137,301 shares of Common Stock,
respectively.
(7) Based on a Schedule 13G filed jointly in February 1999, Alliance
Capital Management, L.P., AXA, AXA Assurances I.A.R.D. Mutuelle
("AXAAIM"), AXA Assurances Vie Mutuelle ("AXAAVM"), AXA Conseil Vie
Assurance Mutuelle ("AXACVAM"), AXA Courtage Assurance Mutuelle
("AXACAM") and The Equitable Companies, Inc. collectively
beneficially hold 387,366 shares of Common Stock. The address of AXA
is 9 Place Vendome 75001 Paris, France. The address of AXAAIM and
AXAAVM is 21, rue de Chateaudun 75009 Paris, France. The address of
AXACVAM is 100-101 Terrasse Boieldieu 92042 Paris La Defense,
France. The address of AXACAM is 26, rue Louis le Grand 75002 Paris,
France.

(8) Based on a Schedule 13G/A filed in January 1999, Dewey Square
Investors Corp. beneficially holds 288,806 shares of Common Stock.
This amount includes Common Stock issuable upon their conversion of
Preferred Stock.
(9) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(10) Includes 34,439 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, and approximately 26,933 shares of
Common Stock issuable upon conversion of 25,500 shares of Series A
Preferred Stock.
(11) Includes 86,666 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, 12,077 shares of Common Stock, and
817 shares of Common Stock issuable upon conversion of 1,000 shares
of Series B Preferred Stock owned directly by Mr. LeBlanc, 333
shares of Common Stock held by Mr. LeBlanc's wife and 1,666 shares
of Common Stock held by Mr. LeBlanc's children. Mr. LeBlanc resigned
from his positions with the Company effective March 14, 2003.
(12) Includes 34,439 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(13) Includes 31,662 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(14) Includes 20,274 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(15) Includes 53,914 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, and 817 shares of Common Stock
issuable upon conversion of 1,000 shares of Series B Preferred
Stock.
(16) Includes 970,968 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.

PROPOSAL NO. 1
ELECTION OF CLASS I DIRECTORS

The Company's Certificate of Incorporation and Bylaws provide for
the classification of the Board of Directors into three classes. The term of the
current Class I Directors expires at the 2003 Annual Meeting of Stockholders
(the "Meeting") and when their successors are duly elected and shall have
qualified. All nominees are currently Class I Directors of the Company.
Management has no reason to believe that any of the nominees will be unable or
unwilling to serve as a director, if elected. Should any nominee not be a
candidate at the time of the Meeting (a situation which is not now anticipated),
proxies may be voted in favor of the remaining nominees and may be also voted
for a substitute nominee selected by the Board of Directors.

Unless authority is specifically withheld, proxies will be voted for
the election of the nominees named below, to serve as Class I Directors of the
Company for a term of office to expire at the third succeeding Annual Meeting of
Stockholders and until their successors have been duly elected and qualified.
Class I Directors shall be elected by a plurality of the votes cast, in person
or by proxy, at the Meeting. The Class II and Class III Directors will continue
to serve their respective terms, with the three Class II Directors having a term
that will expire at the 2004 Annual Meeting of Stockholders of the Company and
the three Class III Directors having a term that will expire at the 2005 Annual
Meeting of Stockholders of the Company.

The Company also has 2,573,926 shares of Series A Preferred Stock
and 2,949,000 shares of Series B Preferred Stock outstanding. Dividends on the
Preferred Stock have not been paid since the dividend payment of October 1,
2000. The holders of the Preferred Stock are eligible to elect up to two
directors to the Company's Board of Directors upon the Company's failure to pay
six quarterly dividends, whether or not consecutive. The regularly scheduled
dividend payment that was due April 1, 2002 was the sixth dividend non-payment.
Accordingly, the holders of Preferred Stock have the right to elect up to two
directors to the Company's Board of Directors. The holders of the Preferred
Stock are not eligible to vote on the following three Class I nominees. Holders
of Preferred Stock are only eligible to vote to elect up to two directors
nominated by holders of Preferred Stock, as described in the Information
Statement sent directly to holders of Preferred Stock.

The Company's Certificate of Incorporation currently limits the
maximum size of the Board to ten directors. The Board presently has nine
directors on it, and assuming the election of the nominees, will continue to
have nine directors. If the holders of Preferred Stock elect the maximum of two
directors nominated by the holders of the Preferred Stock at the Meeting, then
one of the other nine directors will resign so that following the election of
such two directors by the holders of Preferred Stock, the Board will not have in
excess of ten directors.

The names of the nominees and certain information concerning them
are set forth:

Principal Occupation First Year
Class of for the Past Five Years Became
Name Director and Current Public Directorships Age a Director(1)
---- -------- -------------------------------- --- -------------

William Goldsmith I DIRECTOR. Management and Marketing 83 1987
Consultant since 1984. Chairman of Nucon
Energy Corp. since 1997 and TMP, Inc.
from January 1991 to 1993. Chairman and
Chief Executive Officer of Overspin Golf
Corp. from 1993 to 1997. Chairman and
Chief Executive Officer of Fiber Fuel
International, Inc., from 1994 to 1997.
Life Trustee to Carnegie Mellon
University since 1980. Director of
Skidaway Heath and Living Services Inc.
since 2002.

Louis Klein Jr. I Director. Trustee of Manville Personal 67 2002
Injury Settlement Trust since 1991.
Trustee of WT Mutual Fund and WT
Investment Trust I (Wilmington Trust)
since 1998.

Howard Mileaf I DIRECTOR. Consultant since 2001. Vice 66 2002
President and General Counsel of the
Company from 1993 to 2001. Director of
Web Financial Corporation.

The names of the Class II and Class III Directors, whose terms
expire at the 2004 and 2005 annual meeting of stockholders of the Company,
respectively, who are currently serving their terms, are set forth below:

Marvin L. Olshan II DIRECTOR. Secretary of the Company since 74 1991
1991. Partner, Olshan Grundman Frome
Rosenzweig &amp; Wolosky LLP, from 1956 to
2002, and Of Counsel since 2002.

Garen W. Smith II DIRECTOR. Chairman of the Board of Handy 60 2002
&amp; Harman, a subsidiary of the Company,
since 2003. Vice President, Secretary and
Treasurer of Abundance Corp., a
consulting company, since 2002. President
and Chief Executive Officer of Unimast
Incorporated from 1991 to 2002.

Raymond S. Troubh II DIRECTOR. Financial Consultant for in 76 1992
excess of past five years. Mr. Troubh is
also a director of ARIAD Pharmaceuticals,
Inc., Diamond Offshore Drilling, Inc.,
Enron Corp., General American Investors
Company, Gentiva Health Services, Inc.,
Hercules Incorporated and Triarc
Companies, Inc., a holding company.
Trustee of Petrie Stores Liquidating
Trust.

Neil D. Arnold III DIRECTOR AND VICE CHAIRMAN OF THE BOARD. 54 1992
Officer of WPN Corp., a financial
consulting company, since August 2001.
Private Investor since May 1999. Group
Finance Director of Lucas Varity plc from
December 1996 to May 1999, and Executive
Vice President - Corporate Development
from September 1996 to December 1996.

Robert A. Davidow III DIRECTOR. Private investor since January 61 1992
1990. Director of Arden Group, Inc., a
supermarket holding company.
Ronald LaBow III CHAIRMAN OF THE BOARD. President of Stonehill 67 1991
Investment Corp. since February 1990.

------------------
(1) The Company and its subsidiaries were reorganized into a new holding company
structure ("Corporate Reorganization") on July 26, 1994. Prior to the Corporate
Reorganization, all directors of the Company who were directors at the time of
the Corporate Reorganization were directors of Wheeling-Pittsburgh Corporation.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.

MEETINGS AND COMMITTEES

The Board of Directors met on 5 occasions and took action by
unanimous written consent on 3 occasions during the fiscal year ended December
31, 2002. There are five Committees of the Board of Directors: the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating
Committee and the Stock Option Committee (for the 1991 Incentive and
Nonqualified Stock Option Plan and the 2001 Stock Option Plan). The members of
the Executive Committee are Ronald LaBow, Robert A. Davidow, Marvin L. Olshan,
Raymond S. Troubh and Neil D. Arnold. The Executive Committee took action by
unanimous written consent on 2 occasions during the fiscal year ended December
31, 2002. The Executive Committee possesses and exercises all the power and
authority of the Board of Directors in the management and direction of the
business and affairs of the Company except as limited by law and except for the
power to change the membership or to fill vacancies on the Board of Directors or
the Executive Committee. The members of the Audit Committee are Louis Klein Jr.,
Robert A. Davidow and William Goldsmith. The Audit Committee met on 6 occasions
during the fiscal year ended December 31, 2002. The primary purpose of the Audit
Committee is to assist the Board of Directors in fulfilling its responsibility
to oversee the Company's financial reporting activities. The Audit Committee
annually selects independent public accountants to serve as auditors of the
Company's books, records and accounts, reviews the scope of the audits performed
by such auditors and the audit reports prepared by them, reviews and monitors
the Company's internal accounting procedures and monitors compliance with the
Company's Code of Ethics Policy and Conflict of Interest Policy. A report from
the Audit Committee is also included in this Proxy Statement, see Audit
Committee Report. The members of the Compensation Committee are Robert A.
Davidow, William Goldsmith and Marvin L. Olshan. The Compensation Committee met
on 2 occasions and took action by unanimous written consent on 2 occasions
during the fiscal year ended December 31, 2002. The Compensation Committee
reviews compensation arrangements and personnel matters. The members of the
Nominating Committee are Ronald LaBow, Marvin L. Olshan and Robert A. Davidow.
The Nominating Committee took action by unanimous written consent on 3 occasions
during the fiscal year ended December 31, 2002. The Nominating Committee
recommends nominees to the Board of Directors of the Company. The members of the
Stock Option Committee are Raymond S. Troubh and Robert A. Davidow. The Stock
Option Committee administers the granting of stock options under the 1991
Incentive and Nonqualified Stock Option Plan (the "1991 Plan") and the 2001
Stock Option Plan (the "2001 Plan"). The Stock Option Committee took action by
unanimous written consent on 1 occasion during the fiscal year ended December
31, 2002.

Directors of the Company who are not employees of the Company or its
subsidiaries are entitled to receive compensation for serving as directors in
the amount of $40,000 per annum and $1,000 per Board Meeting, $800 per Committee
Meeting attended in person and $500 per telephonic meeting (other than the Stock
Option Committee and the Audit Committee), and $1,000 per day of consultation

and other services provided other than at meetings of the Board or Committees
thereof, at the request of the Chairman of the Board. Committee Chairmen also
receive an additional annual fee of $1,800 (other than the Stock Option
Committee and the Audit Committee). Each Audit Committee member receives a
payment of $20,000 per year, and the chairman of the Audit Committee receives a
payment of $25,000 per year. Directors of the Company (other than the Chairman
of the Board or directors who are employees of the Company or its subsidiaries)
also received options to purchase 25,000 shares of Common Stock on December 1,
1997 and receive options to purchase 5,000 shares of Common Stock per annum on
the date of each annual meeting of stockholders up to a maximum of 40,000 shares
of Common Stock pursuant to the Company's 1997 Directors Stock Option Plan (the
"1997 Plan"). All directors of the Company except for Messrs. Klein and Mileaf
permitted to participate in the 1997 Plan have received the maximum number of
shares permitted to be issued thereunder.

Pursuant to a management agreement effective as of January 3, 1991,
as amended (the "Management Agreement"), approved by a majority of the Company's
disinterested directors, WPN Corp. ("WPN"), of which Ronald LaBow, the Chairman
of the Board of the Company, is the sole stockholder and an officer and
director, provides financial, management, advisory and consulting services to
the Company, subject to the supervision and control of the Company's
disinterested directors. The Management Agreement has a two-year term and is
renewable automatically for successive two-year periods, unless terminated by
either party upon 60 days' notice prior to the renewal date. In 2002, WPN
received a monthly fee of $520,833.33. WPN Corp. also receives certain benefits
from financial intermediaries which it transacts business with on behalf of the
Company in the form of research materials and services, which are used by WPN
Corp. on behalf of the Company and in connection with its other activities. For
the fiscal year 2002, the amount of such reimbursement was approximately
$75,000. The Company believes that the cost of obtaining the type and quality of
services rendered by WPN under the Management Agreement is no less favorable
than that at which the Company could obtain such services from unaffiliated
entities. See "Executive Compensation -- Management Agreement with WPN."

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than ten percent (10%) of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. In addition, under Section 16(a), trusts for
which a reporting person is a trustee and a beneficiary (or for which a member
of his immediate family is a beneficiary) may have a separate reporting
obligation with regard to ownership of the Common Stock and other equity
securities of the Company. Such reporting persons are required by rules of the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) reports they file. Based solely upon a review of the copies of
such forms furnished to the Company and written representations from the
Company's executive officers, directors and greater than ten percent (10%)
beneficial stockholders, the Company believes that during the year ended

December 31, 2002, all persons subject to the reporting requirements of Section
16(a) filed the required reports on a timely basis.

MANAGEMENT

EXECUTIVE OFFICERS OF THE COMPANY

The following table contains the names, positions and ages of the
executive officers of the Company who are not directors.

Principal Occupation for the Past
Name Five Years and Current Public Directorships Age
---- ------------------------------------------- ---

James G. Bradley EXECUTIVE VICE PRESIDENT. President and Chief Executive 58
Officer of WPSC and WPC since April 1998. President and
Chief Operating Officer of Keppel Steel Company from
October 1997 through April 1998. Vice President of WHX
from October 1995 through October 1997. Executive Vice
President- Operations of WPSC from October 1995 through
October 1997.

Robert K. Hynes CHIEF FINANCIAL OFFICER. Chief Financial Officer since 48
January 2003. Vice President--Finance from June 2001
through January 2003. Vice President of H&amp;H since March
2000. Director of Audit and Financial Standards of H&amp;H
from April 1995 through March 2000.

Daniel P. Murphy PRESIDENT, HANDY &amp; Harman. President of Handy &amp; Harman 42
since February 2003. Vice President of Handy &amp; Harman
Engineered Materials Group from January 2002 through
February 2003. President of Olympic Manufacturing Group,
Inc. from February 1994 through December 2001.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth, for the fiscal years
indicated, all compensation awarded to, paid to or earned by the following type
of executive officers for the fiscal years ended December 31, 2000, 2001 and
2002: (i) individuals who served as, or acted in the capacity of, the Company's
principal executive officer for the fiscal year ended December 31, 2002 (Mr.
LeBlanc served as the Company's Principal Executive Officer in 2002); (ii) the
Company's other most highly compensated executive officers, which together with
the Principal Executive Officer are the most highly compensated officers of the
Company whose salary and bonus exceeded $100,000 with respect to the fiscal year
ended December 31, 2002 and who were employed at the end of fiscal year 2002;
and (iii) up to two additional individuals for whom disclosure would have been
provided but for the fact that the individual was not serving as an executive
officer of the Company at the end of fiscal year 2002. Please note that the
executive officers identified in (i), (ii) and (iii) above are collectively
referred to as the "Named Executive Officers."

SUMMARY COMPENSATION TABLE

Long Term
Annual Compensation Compensation
------------------------------------------- -------------------
Other Annual Securities All Other
Salary Bonus Compensation Underlying Compensation
Name and Principal Position Year ($) ($)(1) ($)(2) Options (#) ($)(3)
--------------------------- ---- ------- --------- ------------- ------------------- --------------

Robert D. LeBlanc(4) 2002 486,615 -- -- 17,500 3,045(5)
Executive Vice President 2001 460,000 -- -- 53,333 2,771(5)
(Principal Executive Officer) 2000 433,500 175,000 -- -- 2,496(5)

James G. Bradley 2002 357,917 17,500
Executive Vice President 2001 385,000 -- -- -- 14,350
2000 400,000 -- -- -- 12,350

Robert K. Hynes 2002 219,961 -- -- 7,500 715(5)
Chief (5) Officer (6) 2001 174,277 15,000 -- 16,666 716(5)
2000 138,882 55,000 -- 3,333 462(5)

---------------------------
(1) Messrs. LeBlanc and Hynes were granted bonuses pursuant to the H&H
Management Incentive Plan in 2001 for services performed in the
prior year. Mr. Hynes was granted a bonus by the Company in 2002 for
services performed in the prior year. All bonus amounts have been
attributed to the year in which the services were performed.

(2) Excludes perquisites and other personal benefits unless the
aggregate amount of such compensation exceeds the lesser of either
$50,000 or 10% of the total of annual salary and bonus reported for
such Named Executive Officer.
(3) Amounts shown, unless otherwise noted, reflect employer
contributions to pension plans.
(4) Mr. LeBlanc resigned from his positions with the Company effective
March 14, 2003.
(5) Represents insurance premiums paid by the Company.
(6) Mr. Hynes' employment as an officer of the Company commenced June
2001. Prior to such time, he was an employee of Handy & Harman, a
subsidiary of the Company.

OPTION GRANTS TABLE. The following table sets forth certain
information regarding stock option grants made to each of the Named Executive
Officers during the fiscal year ended December 31, 2002.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
----------------- -----------
% of Total
Options
Number of Securities Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ---------- ----------- ------- ---- ----- ------

Robert D. LeBlanc....... 17,500 20.3% $2.30 Expired - -
James G. Bradley........ 0 - - - - -
Robert K. Hynes......... 7,500 8.7% $2.30 9/9/12 $10,848 $27,492

-------------------

(1) All options were granted under the Company's 2001 Stock Option Plan
on September 10, 2002. 33.33% of such options vested upon the grant
date, 33.33% vest on the first anniversary of the grant date and
33.34% vest on the second anniversary of the grant date.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information concerning
unexercised stock options held by the Named Executive Officers as of December
31, 2002.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 2002 Money Options at 2002
Fiscal Year-End ($)(1) Fiscal Year-End(#)(1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------------- ------------------------------

Robert D. LeBlanc......... 110,273/47,226 13,413.60/26,836.40
James G. Bradley.......... 86,666/0 0/0
Robert K. Hynes........... 20,274/10,558 5,750/11,500

-------------------

(1) On December 31, 2002, the last reported sales price of the Common
Stock as reported on the New York Stock Exchange Composite Tape was
$2.45.

EQUITY COMPENSATION PLAN SUMMARY

The following table sets forth information as of December 31, 2002
regarding the number of shares of Common Stock issued and available for issuance
under the Company's existing equity compensation plans:

Number of
securities remaining
available for future
issuance
Number of securities under equity
to be issued upon Weighted-average compensation plans
exercise of exercise price of (excluding securities
outstanding options, outstanding options, reflected
Plan category warrants and rights warrants and rights in column (a))

(a) (b) (c)
Equity compensation plans
approved by security
holders 2,013,298 $27.805 670,035

Equity compensation plans
not approved by security
holders __ __ __

Total 2,013,298 $27.805 670,035

LONG-TERM INCENTIVE AND PENSION PLANS. Other than as described
below, the Company does not have any long-term incentive or defined benefit
pension plans.

In January 1999, H&H amended and restated its Long Term Incentive
Plan ("LTIP"), in which the final cycle had been terminated on December 31,
1998. The current LTIP is a performance-based plan pursuant to which executives
of H&H earn the right to receive awards based on the achievement of
pre-established financial performance and other goals. The amended LTIP
established overlapping cycles with each cycle encompassing five fiscal years,
commencing on January 1, 1999. LTIP participants are selected by H&H's Chief

Executive Officer and the Compensation Committee of the Board of Directors of
the Company. Messrs. LeBlanc and Hynes are the only Named Executive Officers who
are participants in the Amended and Restated LTIP.

H&H maintains the Supplemental Executive Retirement Plan ("SERP") to
provide executive officers the amount of reduction in their formula pension
benefits under the WHX Pension Plan on account of the limitation on pay under
Section 401(a)(17) of the Internal Revenue Code ("IRC") and the limitation on
benefits under Section 415 of the IRC. The SERP also applies the WHX Pension
Plan formula to the Career Average Pay after including 100 percent of the
amounts received under the Handy & Harman Management Incentive Plan. Amounts
received under the SERP are not subject to Cost of Living increases.

The following Table shows the projected Annual Retirement Benefits,
payable on the basis of ten years of certain payments and thereafter for life,
to each of the individuals listed in the Summary Compensation Table at age 65
assuming continuation of employment until age 65. The amounts shown under Salary
reflect the current rate of salary as plan compensation for Messrs. LeBlanc and
Hynes of $500,000 and $250,000, respectively, and includes the benefits payable
under both the WHX Pension Plan and the SERP. The amount of benefits shown under
Bonus would be payable under the SERP and assumes continuation of the amount of
Bonus received on average over the prior 3 fiscal years. Robert LeBlanc resigned
from his positions with the Company effective March 14, 2003. Accordingly,
certain of the assumptions and calculations from the chart below will be
effected.

EXECUTIVE PENSION BENEFITS

NORMAL RETIREMENT ANNUAL RETIREMENT BENEFITS FROM:
Name Date (NRD) Service at NRD Salary Bonus Total
---- ---------- -------------- ------ ----- -----
R.D. LeBlanc July 1, 2014 17 yrs. 8 mos. $165,685 $ 31,493 $197,178
R. K. Hynes Sept. 1, 2019 30 yrs. 1 mos. $111,141 $ 17,060 $128,201

In 1998 WPC established a supplemental defined benefit plan covering
WPC salaried employees employed as of January 31, 1998 which provides a
guaranteed minimum benefit based on years of service and compensation. The gross
benefit from this plan is offset by the annuitized value of the defined
contribution plan account balance and any benefits payable from the Pension
Benefit Guaranty Corporation from the previously terminated defined benefit
pension plan. None of the Named Executive Officers are entitled to any benefits
under such plan.

DEFERRED COMPENSATION AGREEMENTS. Except as described in the next
paragraph with respect to the employment agreements of Messrs. LeBlanc, Bradley,
Hynes and Murphy, no plan or arrangement exists which results in compensation to
a Named Executive Officer in excess of $100,000 upon such officer's future
termination of employment or upon a change-of-control.

EMPLOYMENT AGREEMENTS. Mr. Robert D. LeBlanc became Executive Vice
President of the Company pursuant to a three-year employment agreement dated as
of April 7, 1998, which was automatically extended for successive two-year
periods unless earlier terminated pursuant to the provisions of such agreement.
The agreement provided for an annual salary to Mr. LeBlanc of no less than
$400,000 and an annual bonus to be awarded at the Company's sole discretion. Mr.
LeBlanc was granted a bonus of $175,000 in 2001 for services performed in 2000.
Mr. LeBlanc was not granted a bonus in 2003 or 2002 for services performed in
2002 or 2001, respectively. Mr. LeBlanc resigned from his positions with the
Company effective March 14, 2003. In connection with such resignation, Mr.
LeBlanc received a payment of $1,316,667 as required pursuant to the terms of
his employment agreement, as well as other amounts pursuant to Handy & Harman's
benefit plans.

Mr. James G. Bradley became President and Chief Executive Officer of
WPSC and Executive Vice President of the Company pursuant to a three-year
employment agreement dated as of April 23, 1998, which is automatically extended
for successive three-year periods unless earlier terminated pursuant to the
provisions of such agreement. The agreement provides for an annual salary to Mr.
Bradley of $400,000 and an annual bonus to be awarded at the Company's sole
discretion. Mr. Bradley was not granted bonuses in 2003, 2002 and 2001 for
services performed in 2002, 2001 and 2000. The Agreement also provides for Mr.
Bradley to receive a retirement benefit under certain circumstances. In the
event that Mr. Bradley's employment is terminated by the Company other than with
cause, he will receive a payment of $1,200,000.

Mr. Robert K. Hynes became Vice President-Finance of the Company
pursuant to a one-year employment agreement dated July 1, 2001, which will be
automatically extended for successive one-year periods unless earlier terminated
pursuant to the provisions of such agreement. Mr. Hynes was promoted to Chief
Financial Officer in January 2003. The agreement provides for an annual salary
to Mr. Hynes of no less than $200,000 and an annual bonus to be awarded at the
Company's sole discretion. Mr. Hynes was granted a bonus of $15,000 in 2002 for
services performed in 2001. In the event that Mr. Hynes' employment is
terminated by the Company other than with cause, he will receive a payment of
one year's base salary at the highest rate in affect for the twelve preceding
months plus bonus plan and compensation accrued.

Mr. Garen W. Smith became a consultant of the Company pursuant to a
one-year consulting agreement between the Company and Abundance Corporation
("Abundance"), of which Mr. Smith is an officer and an employee, dated February
12, 2003, which will be automatically extended for successive one-year periods
unless earlier terminated pursuant to the provisions of such agreement. The

agreement provides for an annual payment of $200,000. In the event that the
agreement is terminated by the Company other than with cause, Abundance will
receive the remainder of the annual payment.

REPORT ON REPRICING OF OPTIONS. None of the stock options granted
under any of the Company's plans were repriced in the fiscal year ended 2002.
All options were reduced by two-thirds and the exercise price of each option was
multiplied by three, pursuant to the one-for-three reverse stock split of the
Common Stock effectuated on August 22, 2002.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION. Messrs.
Davidow, Goldsmith and Olshan each served as a member of the Compensation
Committee of the Board of Directors during the fiscal year ended December 31,
2002. Mr. Olshan is Of Counsel of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, which the Company has retained as its outside general counsel since January
1991. The fees paid such firm by the Company do not exceed 5% of such firm's
gross revenues for the fiscal year ended December 31, 2002.

MANAGEMENT AGREEMENT WITH WPN CORP. Pursuant to a management
agreement effective as of January 3, 1991, as amended (the "Management
Agreement"), approved by a majority of the Company's disinterested directors,
WPN Corp. ("WPN"), of which Ronald LaBow, the Chairman of the Board of the
Company, is the sole stockholder and an officer and director, provides
financial, management, advisory and consulting services to the Company, subject
to the supervision and control of the disinterested directors. Such services
include, among others, identification, evaluation and negotiation of
acquisitions, responsibility for financing matters, review of annual and
quarterly budgets, supervision and administration, as appropriate, of all the
Company's accounting and financial functions and review and supervision of the
Company's reporting obligations under Federal and state securities laws. For
fiscal year 2002, 2001 and 2000, WPN received a monthly fee of $520,833.33. In
August 1997, the Company granted WPN options to acquire 333,333 shares of Common
Stock. Such options are held by WPN as nominee for Ronald LaBow, Stewart E.
Tabin and Neale X. Trangucci, each of whom is an officer of WPN, and has the
right to acquire 200,000, 66,666 and 66,666 shares, respectively, of Common
Stock. WPN additionally beneficially owns options to purchase 327,500 shares of
Common Stock. The weighted average exercise price of all such options is $30.69.
None of these options were exercised in 2002. The Company provides
indemnification for WPN's employees, officers and directors against any
liability, obligation or loss resulting from their actions pursuant to the
Management Agreement. The Management Agreement has a two year term and is
renewable automatically for successive two year periods, unless terminated by
either party upon 60 days' notice prior to the renewal date. WPN Corp. also
receives certain benefits from financial intermediaries which it transacts
business with on behalf of the Company in the form of research materials and
services, which are used by WPN Corp. on behalf of the Company and in connection
with its other activities. For the fiscal year 2002, the amount of such
reimbursement was approximately $75,000. WPN has not derived any other income
and has not received reimbursement of any of its expenses (other than health

benefits and standard directors' fees) from the Company in connection with the
performance of services described above. The Company believes that the cost of
obtaining the type and quality of services rendered by WPN under the Management
Agreement is no less favorable than the cost at which the Company could obtain
from unaffiliated entities.

AUDIT COMMITTEE REPORT

The Board of Directors appoints an Audit Committee each year to
review the Company's financial matters. The members of the Audit Committee are
Louis Klein Jr., Robert A. Davidow and William Goldsmith. Each member of the
Company's audit committee meets the independence requirements set by the
Securities and Exchange Commission ("SEC") and the New York Stock Exchange. The
Audit Committee operates under a written charter adopted by the Board of
Directors.

The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibility to oversee the Company's financial
reporting activities. The Audit Committee meets with the Company's independent
accountants and reviews the scope of their audit, report and recommendations.
The Audit Committee also recommends to the Board of Directors the selection of
the Company's independent accountants. The Audit Committee met six times during
fiscal 2002. The Audit Committee members reviewed and discussed the audited
financial statements for the fiscal year ending December 31, 2002 with
management. The Audit Committee also discussed all the matters required to be
discussed by Statement of Auditing Standard No. 61 with the Company's
independent auditors, PricewaterhouseCoopers LLP. The Audit Committee received
the written disclosures and the letter from PricewaterhouseCoopers LLP as
required by Independence Standards Board Standard No. 1 and has discussed the
independence of PricewaterhouseCoopers LLP with representatives of such firm.

Based on their review and the discussions described above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K
filed with the SEC.

Audit Committee
---------------
Louis Klein, Jr., Chairman
Robert A. Davidow
William Goldsmith

2002 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. Messrs. Davidow, Olshan and Goldsmith serve as members of the
Compensation Committee. The Stock Option Committee is responsible for the
administration and award of stock options under the 1991 Incentive and
Nonqualified Stock Option Plan and the 2001 Stock Option Plan. Messrs. Davidow
and Troubh serve as members of the Stock Option Committee. Both Messrs. Davidow
and Troubh are non-employee directors of the Company, as defined under Rule
16b-3 of the Securities Exchange Act of 1934, as amended. Mr. Davidow serves as
Chairman of the Compensation Committee. The Compensation Committee met two times
during the fiscal year ended December 31, 2002.

COMPENSATION PHILOSOPHY

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee also believes that the potential for
equity ownership by management is beneficial in aligning management and
stockholders' interests in the enhancement of stockholder value. The Company has
not established a policy with regard to Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").

SALARIES

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at other comparable companies. Base salary compensation of executive
officers is reviewed annually by the Compensation Committee, and recommendations
of the Compensation Committee in that regard are acted upon by the Board of
Directors. Annual salary adjustments are determined by evaluating the
competitive marketplace; the performance of the Company which includes in
descending level of importance, operating income of the Company and cash
management, production efficiency and quality of products; the performance of
the executive; the length of the executive's service to the Company and any
increased responsibilities assumed by the executive. The Company places itself
between the low and medium levels in determining salaries compared to the other
comparable holding companies of industrial businesses.

INCENTIVE COMPENSATION

H&H Management Incentive Plan
-----------------------------

H&H, which the Company acquired in April 1998 and which is now a
wholly owned subsidiary of the Company, maintains a Management Incentive Plan
("MIP") which is an annual incentive program that rewards selected officers and
key employees each year based on their contributions to the profits of H&H.

Participants in the MIP are designated by the Chief Executive
Officer of H&H and ratified by the Compensation Committee of the Board of
Directors of the Company at the beginning of each fiscal year. Awards granted
under the MIP are approved by the Board of Directors of H&H. None of the Named
Executive Officers received any award under the MIP in 2002.

2002 WPSC Incentive Plans
-------------------------

WPSC had three principal incentive plans in 2002: the Gainsharing
Plan, the Sales Incentive Plan and the Corporate Bonus Plan. Benefits and
payments under these plans have been suspended in connection with the Chapter 11
filings. See "Certain Relationships and Related Transactions - Chapter 11
Bankruptcy Filing of Wheeling-Pittsburgh Corporation and its Subsidiaries."

Other Incentive Compensation
----------------------------

The Company from time to time considers the payment of discretionary
bonuses to its executive officers. Bonuses would be determined based, first,
upon the level of achievement by the Company of its strategic and operating
goals and, second, upon the level of personal achievement by participants. The
achievement of goals by the Company includes, among other things, the
performance of the Company as measured by return on assets and the operating
income of the Company, production efficiency and quality of products. The
achievement of personal goals includes the actual performance of the unit of the
Company for which the executive officer has responsibility as compared to the
planned performance thereof, the level of cost savings achieved by such
executive officer, other individual contributions, the ability to manage and
motivate employees and the achievement of assigned projects. Bonuses are
determined annually after the close of each fiscal year. Despite achievement of
personal goals, bonuses may not be given based upon the performance of the
Company as a whole.

Mr. LeBlanc, the Company's Principal Executive Officer, was
President and Chief Executive Officer of H&H and Executive Vice President of the
Company in 2002 with an annual base salary of $486,615. As described in the
Employment Agreements section above, Mr. LeBlanc's annual base salary was
determined by contract. In determining such amount, the Board of Directors had
considered the responsibilities performed by Mr. LeBlanc as Executive Vice
President of the Company, Mr. LeBlanc's responsibilities as President and Chief
Executive Officer of H&H, the performance of Mr. LeBlanc in managing and
directing the Company's operations, the efforts by Mr. LeBlanc in assisting the

Company to improve its capital base and financial condition, a competitive
assessment of survey data of other industrial companies as it relates to the
Company's performance versus other industrial companies, and the evaluation of
the other factors described in "Salaries" above. The Compensation Committee did
not grant Mr. LeBlanc a bonus for his services in 2002. Mr. LeBlanc resigned
from his positions with the Company effective March 14, 2003. In connection with
such resignation, Mr. LeBlanc received a payment pursuant to the terms of his
employment contract.

STOCK OPTION AND OTHER PLANS

The Company awarded options to two Named Executive Offices in 2002:
Robert K. Hynes and Robert D. LeBlanc. It is the philosophy of the Stock Option
Committee that stock options should be awarded to employees of the Company to
promote long-term interests between such employees and the Company's
stockholders through an equity interest in the Company and assist in the
retention of such employees. The Stock Option Committee also considered the
amount and terms of options previously granted to executive officers. The Stock
Option Committee believes the potential for equity ownership by management is
beneficial in aligning management's and stockholders' interest in the
enhancement of stockholder value. Participation in restricted stock, profit
sharing and incentive plans is offered, pursuant to their terms, to provide
incentive to executive officers to contribute to corporate growth and
profitability. The options granted to Mr. LeBlanc in 2002 have expired following
his resignation on March 14, 2003.

Compensation Committee
----------------------
Robert A. Davidow, Chairman
William Goldsmith
Marvin L. Olshan

COMMON STOCK PERFORMANCE: The following graph compares, for each of
the fiscal years indicated, the yearly percentage change in the Company's
cumulative total stockholder return on the Company's Common Stock with the
cumulative total return of a) the Standard and Poor's Index, a broad equity
market index and b) Metal Fabricating Industry Group Index.

[PERFORMANCE GRAPH]

1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
WHX CORPORATION 100.00 83.85 75.00 6.25 12.83 6.81
METALS FABRICATION INDEX 100.00 83.99 103.45 84.72 99.60 66.34
S&P 500 INDEX 100.00 128.58 155.64 141.46 124.65 97.10

There can be no assurance that the Common Stock's performance will
continue with the same or similar trends depicted in the graph above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Marvin L. Olshan, a director and Secretary of the Company, is Of
Counsel of Olshan Grundman Frome Rosenzweig & Wolosky LLP ("OGFR&W"). The
Company has retained OGFR&W as its outside general counsel since January 1991.
The fees paid such firm by the Company do not exceed 5% of such firm's gross
revenues for the fiscal year ended December 31, 2002.

Neil D. Arnold, a director of the Company, joined WPN Corp. as an
officer in August 2001. WPN Corp. is wholly-owned by Ronald LaBow, Chairman of
the Board of the Company, and is party to a management agreement with the
Company - see below. Mr. Arnold was paid $500,000 by WPN for his services in
2002.

Garen W. Smith, a director of the Company and former president and
chief executive officer of Unimast Incorporated, a former wholly-owned
subsidiary of the Company until its sale in 2002, received a payment $2,734,700
in 2002 relating to his efforts in connection with the sale of Unimast
Incorporated by the Company prior to the time he became a director of the
Company.

MANAGEMENT AGREEMENT

Pursuant to the Management Agreement approved by a majority of the
Company's disinterested directors, WPN, of which Ronald LaBow, the Company's
Chairman, is the sole stockholder and an officer and a director, provides the
Company with financial, management, advisory and consulting services to the
Company, subject to the supervision and control of the disinterested directors.
The Management Agreement has a two year term and is renewable automatically for
successive two year periods, unless terminated by either party upon 60 days'
notice prior to the renewal date. The Company believes that the cost of
obtaining the type and quality of services rendered by WPN under the Management
Agreement is no less favorable than the cost at which the Company could obtain
from unaffiliated entities. See "Executive Compensation-Management Agreement
with WPN Corp."

CHAPTER 11 BANKRUPTCY FILING OF WHEELING-PITTSBURGH CORPORATION AND
ITS SUBSIDIARIES

On November 16, 2000, Wheeling-Pittsburgh Corporation and its
subsidiaries, including Wheeling-Pittsburgh Steel Corporation (together, the
"WPC Group") filed voluntary petitions (the "Chapter 11 Filings") to reorganize
their businesses under Chapter 11 of the U.S. Code. The Chapter 11 Filings were
made in the United States Bankruptcy Court for the Northern District of Ohio.
The WPC Group is in possession of its properties and assets and continues to
manage its businesses with its existing directors and officers as
debtors-in-possession subject to the supervision of the bankruptcy court.

PROPOSAL NO. 2
COMPANY'S 2003 INCENTIVE STOCK PLAN

At the Annual Meeting, a vote will be taken on a proposal to approve
the adoption of the Company's 2003 Incentive Stock Plan (the "2003 Plan"), which
contains 250,000 shares of the Company's Common Stock available for grant
thereunder. The 2003 Plan is intended as an incentive to retain and to attract
new directors, officers, consultants, advisors and employees as well as to
encourage a sense of proprietorship and stimulate the active interest of such
persons in the development and financial success of the Company and its
Subsidiaries. The 2003 Plan was adopted by the Board of Directors on April 28,
2003. A copy of the 2003 Plan is attached hereto as Exhibit A. As of the date of
this Proxy Statement, no options to purchase shares of Common Stock or other
rights have been granted to any person under the 2003 Plan.

The benefits and amounts to be derived under the 2003 Plan are not
determinable.

DESCRIPTION OF THE 2003 PLAN

The following is a brief summary of certain provisions of the 2003
Plan, which summary is qualified in its entirety by the actual text of the 2003
Plan attached hereto as Exhibit A.

THE PURPOSE OF THE 2003 PLAN. The purpose of the 2003 Plan is to
provide additional incentive to the directors, officers, consultants, advisors
and employees of the Company who are primarily responsible for the management
and growth of the Company.

The Company intends that the 2003 Plan meet the requirements of Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and that transactions of the type specified in
subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of
the Company pursuant to the Plan will be exempt from the operation of Section
16(b) of the Exchange Act. Further, the Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company's tax
deductions imposed by Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code") with respect to those Options for which qualification for
such exception is intended.

ADMINISTRATION OF THE 2003 PLAN. The 2003 Plan shall be administered
by a Committee consisting of two or more directors appointed by the Company's
Board of Directors (the "Committee"). The Committee shall be comprised solely of
"non-employee directors" within the meaning of said Rule 16b-3 and "outside
directors" within the meaning of Section 162(m) of the Code, which individuals
shall serve at the pleasure of the Board of Directors. In the event that for any
reason the Committee is unable to act or if the Committee at the time of any
grant, award or other acquisition under the 2003 Plan does not consist of two or
more "non-employee directors," or if there shall be no such Committee, then the

plan shall be administered by the Board of Directors, provided that grants to
the Company's Chief Executive Officer or to any of the Company's other four most
highly compensated officers that are intended to qualify as performance-based
compensation under Section 162(m) of the Code may only be granted by the
Committee.

Subject to the other provisions of the 2003 Plan, the Committee
shall have the authority, in its discretion: (i) to designate recipients of
Options, stock appreciation rights ("Stock Appreciation Rights"), restricted
stock ("Restricted Stock") and other equity incentives or stock or stock based
awards ("Equity Incentives"), all of which are referred to collectively as
"Rights"; (ii) to determine the terms and conditions of each Right granted
(which need not be identical); (iii) to interpret the 2003 Plan and all Rights
granted thereunder; and (iv) to make all other determinations necessary or
advisable for the administration of the 2003 Plan.

SHARES SUBJECT TO THE 2003 PLAN. Subject to the conditions outlined
below, the total number of shares of stock which may be issued pursuant to
Rights granted under the 2003 Plan shall not exceed 250,000 shares of the
Company's Common Stock.

In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split or other change in corporate
structure affecting the shares of the Company's Common Stock underlying the 2003
Plan, the Committee shall make an appropriate and equitable adjustment in the
number and kind of shares reserved for issuance under the 2003 Plan and in the
number and exercise price of shares subject to outstanding Options granted under
the 2003 Plan, to the end that after such event each optionee's proportionate
interest shall be maintained as immediately before the occurrence of such event.
The Committee shall, to the extent feasible, make such other adjustments as may
be required under the tax laws so that any ISOs (as defined below) previously
granted shall not be deemed modified within the meaning of Section 424(h) of the
Code. Appropriate adjustments shall also be made in the case of outstanding
Stock Appreciation Rights and Restricted Stock granted under the 2003 Plan.

OPTIONS. An option granted under the 2003 Plan is designated at the
time of grant as either an incentive stock option (an "ISO") or as a
non-qualified stock option (a "NQSO"). Upon the grant of an option to purchase
shares of Common Stock, the Committee will fix the number of shares of the
Company's Common Stock that the optionee may purchase upon exercise of such
option and the price at which the shares may be purchased. The purchase price of
each share of the Company's Common Stock purchasable under an ISO shall be
determined by the Committee at the time of grant, but shall not be less than
100% of the fair market value of such share of Common Stock on the date the ISO
is granted; provided, however, that with respect to an optionee who, at the time
such ISO is granted, owns more than 10% of the total combined voting power of
all classes of stock of the Company or of any subsidiary, the purchase price per
share shall be at least 110% of the fair market value per share of the Company's
Common Stock on the date of grant. The purchase price of each share of the

Company's Common Stock purchasable under an NQSO shall not be less than 100% of
the fair market value of such share of Common Stock on the date the NQSO is
granted; provided, however, that if an Option granted to the Company's Chief
Executive Officer or to any of the Company's other four most highly compensated
officers is intended to qualify as performance-based compensation under Section
162(m) of the Code, the exercise price of such Option shall not be less than
100% of the fair market value of such share of Common Stock on the date the
Option is granted.

STOCK APPRECIATION RIGHTS. Stock Appreciation Rights shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. Unless otherwise provided, Stock
Appreciation Rights shall become immediately exercisable and shall remain
exercisable until expiration, cancellation or termination of the award. Such
rights may be exercised in whole or in part by giving written notice to the
Company.

RESTRICTED STOCK. Restricted Stock may be granted under the 2003
Plan aside from, or in association with, any other award and shall be subject to
certain conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the 2003 Plan, as the Committee shall deem
desirable. A grantee shall have no rights to an award of Restricted Stock unless
and until such grantee accepts the award within the period prescribed by the
Committee and, if the Committee shall deem desirable, makes payment to the
Company in cash, or by check or such other instrument as may be acceptable to
the Committee. Shares of Restricted Stock are forfeitable until the terms of the
Restricted Stock grant have been satisfied.

OTHER EQUITY INCENTIVES OR STOCK BASED AWARDS. The Committee may
grant Equity Incentives (including the grant of unrestricted shares) to such key
persons, in such amounts and subject to such terms and conditions, as the
Committee shall in its discretion determine, subject to the provisions of the
2003 Plan. Such awards may entail the transfer of actual shares of the Company's
Common Stock to 2003 Plan participants, or payment in cash or otherwise of
amounts based on the value of shares of the Company's Common Stock.

TERM OF THE RIGHTS. The Committee, in its sole discretion, shall fix
the term of each Right, provided that the maximum term of a Right shall be ten
years. ISOs granted to a 10% Stockholder shall expire not more than five years
after the date of grant. The 2003 Plan provides for the earlier expiration of
Rights in the event of certain terminations of employment of the holder.

RESTRICTIONS ON TRANSFERABILITY. Options and Stock Appreciation
Rights granted hereunder are not transferable and may be exercised solely by the
optionee or grantee during his lifetime or after his death by the person or
persons entitled thereto under his will or the laws of descent and distribution.
The Committee, in its sole discretion, may permit a transfer of a Nonqualified
Option to (i) a trust for the benefit of the optionee or (ii) a member of the
optionee's immediate family (or a trust for his or her benefit). Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution,

attachment or similar process, any Option or Stock Appreciation Right contrary
to the provisions hereof shall be void and ineffective and shall give no right
to the purported transferee. Shares of Restricted Stock are not transferable
until the date on which the Committee has specified such restrictions have
lapsed.

TERMINATION OF THE 2003 PLAN. No Right shall be granted pursuant to
the 2003 Plan following April 28, 2013.

AMENDMENTS TO THE 2003 PLAN. The Board of Directors may at any time
amend, suspend or terminate the 2003 Plan, except that no amendment shall be
made that would impair the rights of any optionee or grantee under any Right
previously granted without the optionee's or grantee's consent, and except that
no amendment shall be made which, without the approval of the Company
Stockholders would (i) materially increase the number of shares that may be
issued under the 2003 Plan except as permitted under the 2003 Plan; (ii)
materially increase the benefits accruing to the optionees or grantees under the
2003 Plan; (iii) materially modify the requirements as to eligibility for
participation in the 2003 Plan; (iv) decrease the exercise price of an ISO to
less than 100% of the fair market value on the date of grant thereof or the
exercise price of a NQSO to less than 100% of the fair market value on the date
of grant thereof; or (v) extend the term of any Option beyond that permitted in
the 2003 Plan.

FEDERAL INCOME TAX CONSEQUENCES

Under the Code, neither the grant nor the exercise of an ISO is a
taxable event to the optionee (except to the extent an optionee may be subject
to alternative minimum tax); rather, the optionee is subject to tax only upon
the sale of the Company's Common Stock acquired upon exercise of the ISO. Upon
such a sale, the entire difference between the amount realized upon the sale and
the exercise price of the option will be taxable to the optionee. If certain
holding period requirements are met, such difference will be taxed as a capital
gain rather than as ordinary income to the optionee and the Company will not be
permitted a tax deduction.

Optionees who receive NQSOs will be subject to taxation upon
exercise of such options on the spread between the fair market value of the
Company's Common Stock on the date of exercise and the exercise price of such
options. This spread is treated as ordinary income to the optionee, and the
Company is generally permitted to deduct as a compensation expense a
corresponding amount. Grantees who receive Stock Appreciation Rights will be
subject to taxation upon exercise of such Stock Appreciation Rights in an amount
equal to the fair market value of the Company's Common Stock on the date of
exercise. This amount is treated as ordinary income to the granteee, and the
Company is generally permitted to deduct as a compensation expense a
corresponding amount

Grantees who receive Restricted Stock are subject to taxation upon
the lapse of the restrictions to which the Restricted Stock is subject in an
amount equal to the fair market value of the Restricted Stock on the date the
restrictions lapse. If, however, the grantee has made a special election under

Section 83(b) of the Code, the grantee will be subject to taxation on the date
of the grant in an amount equal to fair market value of the Restricted Stock on
the date of the grant (without regard to the restrictions). In either case, the
Company is generally permitted to deduct as a compensation expense the amount
included in the grantee's income.

VOTE REQUIRED

Approval of this proposal requires the affirmative vote of a
majority of the shares present in person or represented by proxy at the Annual
Meeting and entitled to vote thereon.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
2003 INCENTIVE STOCK PLAN.

PROPOSAL NO. 3
INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of PricewaterhouseCoopers LLP has been selected
as the independent public accountants for the Company for the fiscal year ending
December 31, 2003. Although the selection of accountants does not require
ratification, the Audit Committee has directed that the appointment of
PricewaterhouseCoopers LLP be submitted to stockholders for ratification due to
the significance of their appointment by the Company. If stockholders do not
ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will
consider the appointment of other certified public accountants. A representative
of that firm, which served as the Company's independent public accountants for
the fiscal year ended December 31, 2002, is expected to be present at the
Meeting and, if he so desires, will have the opportunity to make a statement,
and in any event will be available to respond to appropriate questions.

THE FOLLOWING FEES WERE BILLED BY PRICEWATERHOUSECOOPERS LLP TO THE
COMPANY FOR SERVICES PERFORMED ON BEHALF OF THE COMPANY (EXCLUDING THE WPC
GROUP), AS DESCRIBED BELOW:

AUDIT FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2002 and the reviews of the
financial statements included in the Company's Form 10-Qs for such fiscal year
were approximately $566,000 (including expenses), of which $282,000 was billed
in fiscal 2002. In addition, during fiscal 2002, PricewaterhouseCoopers LLP
billed the Company for fees of $60,000 (including expenses) relating to the
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2001.

The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001 and the reviews of the
financial statements included in the Company's Form 10-Qs for such fiscal year
were approximately $564,000 (including expenses), of which $268,000 was billed
in fiscal 2001. In addition, during fiscal 2001, PricewaterhouseCoopers LLP
billed the Company for fees of $319,000 (including expenses) relating to the
audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000.

AUDIT-RELATED FEES: The aggregate fees billed by
PricewaterhouseCoopers LLP for audit-related services for the years ended
December 31, 2001 and December 31, 2002 were approximately $17,500 and $97,000,
respectively. Audit related fees consist principally of fees for audits of
financial statements of certain employee benefit plans and due diligence related
to divestitures.

TAX FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning for
the combined fiscal years ended December 31, 2001 and December 31, 2002 were
$77,000 and $145,000, respectively.

ALL OTHER FEES: No other fees were incurred or billed by
PricewaterhouseCoopers LLP during the years ended December 31, 2001 and December
31, 2002.

THE FOLLOWING FEES WERE BILLED BY PRICEWATERHOUSECOOPERS LLP TO THE WPC GROUP
FOR SERVICES PERFORMED ON BEHALF OF THE WPC GROUP, AS DESCRIBED BELOW:

AUDIT FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for the audit of the WPC Group's annual financial
statements for the fiscal years ended December 31, 2001 and December 31, 2002,
respectively, were approximately $269,000 and $300,000 (including expenses),
respectively, of which $114,000 and $205,000 were billed in 2001 and 2002.
Wheeling-Pittsburgh Corporation and its subsidiaries are unconsolidated
subsidiaries of the Company.

AUDIT-RELATED FEES: The aggregate fees billed by
PricewaterhouseCoopers LLP for audit-related services for the years ended
December 31, 2001 and December 31, 2002 were approximately $63,000 and $69,000,
respectively. These fees are for audits of certain employee benefit plans.

TAX FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning for
the fiscal year ended December 31, 2001 was $32,000. There were no tax services
rendered in 2002.

ALL OTHER FEES: The aggregate fees billed for services rendered by
PricewaterhouseCoopers LLP, other than the services referred to above, for the
fiscal years ended December 31, 2001 and December 31, 2002 were approximately
$1,884,000 and $2,000,000, respectively, for services performed on behalf of the
WPC Group primarily for advice and assistance relating to the WPC Group's
bankruptcy proceedings and related regulatory filings.

The audit committee has considered whether the provision by
PricewaterhouseCoopers LLP of the services covered by the fees other than the
audit fees is compatible with maintaining PricewaterhouseCoopers LLP's
independence and believes that it is compatible.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF THE
INDEPENDENT PUBLIC ACCOUNTANTS.

SOLICITATION STATEMENT

The Company will bear all expenses in connection with the
solicitation of proxies. In addition to the use of the mails, solicitations may
be made by the Company's regular employees by telephone, telegraph or personal
contact, without additional compensation. The Company has retained Innisfree
M&A, Inc. to assist the Company in the solicitation of proxies for a fee of
$7,500 plus expenses. The Company will, upon their request, reimburse brokerage
houses and persons holding shares of Common Stock in the names of the Company's
nominees for their reasonable expenses in sending solicited material to their
principals.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than January 5, 2004.

OTHER MATTERS

So far as now known, there is no business other than that described
above to be presented for action by the stockholders at the Meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the Meeting or any adjournment thereof, in
accordance with the discretion of the persons named therein.

ANNUAL REPORT

The Company is concurrently sending all of its stockholders of
record as of April 14, 2003 a copy of its Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2002. Such report contains the Company's
certified consolidated financial statements for the fiscal year ended December
31, 2002, including that of the Company's subsidiaries.

By Order of the Company,

MARVIN L. OLSHAN, Secretary

Dated: New York, New York
May 5, 2003

THE COMPANY WILL FURNISH A FREE COPY OF ITS ANNUAL REPORT ON FORM
10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 (WITHOUT EXHIBITS) TO ALL OF
ITS STOCKHOLDERS OF RECORD AS OF APRIL 14, 2003 WHO WILL MAKE A WRITTEN REQUEST

TO MR. MARVIN L. OLSHAN, SECRETARY, WHX CORPORATION, 110 EAST 59TH STREET, NEW
YORK, NEW YORK 10022.

EXHIBIT A
---------

WHX CORPORATION

2003 INCENTIVE STOCK PLAN

1. PURPOSE OF THE PLAN.

This 2003 Incentive Stock Plan (the "Plan") is intended as an
incentive, to retain in the employ of and as directors, officers, consultants,
advisors and employees to WHX Corporation, a Delaware corporation (the
"Company") and any Subsidiary of the Company, within the meaning of Section
424(f) of the United States Internal Revenue Code of 1986, as amended (the
"Code"), persons of training, experience and ability, to attract new directors,
officers, consultants, advisors and employees whose services are considered
valuable, to encourage the sense of proprietorship and to stimulate the active
interest of such persons in the development and financial success of the Company
and its Subsidiaries.

It is further intended that certain options granted pursuant to
the Plan shall constitute incentive stock options within the meaning of Section
422 of the Code (the "Incentive Options") while certain other options granted
pursuant to the Plan shall be nonqualified stock options (the "Nonqualified
Options"). Incentive Options and Nonqualified Options are hereinafter referred
to collectively as "Options."

The Company intends that the Plan meet the requirements of Rule
16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and that transactions of the type specified in
subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of
the Company pursuant to the Plan will be exempt from the operation of Section
16(b) of the Exchange Act. Further, the Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company's tax
deductions imposed by Section 162(m) of the Code with respect to those Options
for which qualification for such exception is intended. In all cases, the terms,
provisions, conditions and limitations of the Plan shall be construed and
interpreted consistent with the Company's intent as stated in this Section 1.

A-1

2. ADMINISTRATION OF THE PLAN.

The Board of Directors of the Company (the "Board") shall appoint
and maintain as administrator of the Plan a Committee (the "Committee")
consisting of two or more directors who are "Non-Employee Directors" (as such
term is defined in Rule 16b-3) and "Outside Directors" (as such term is defined
in Section 162(m) of the Code), which shall serve at the pleasure of the Board.
The Committee, subject to Sections 3 and 5 hereof, shall have full power and
authority to designate recipients of Options, stock appreciation rights ("Stock
Appreciation Rights"), restricted stock ("Restricted Stock") and other equity
incentives or stock or stock based awards ("Equity Incentives") and to determine
the terms and conditions of respective Option, Stock Appreciation Rights,
Restricted Stock and Equity Incentives agreements (which need not be identical)
and to interpret the provisions and supervise the administration of the Plan.
The Committee shall have the authority, without limitation, to designate which
Options granted under the Plan shall be Incentive Options and which shall be
Nonqualified Options. To the extent any Option does not qualify as an Incentive
Option, it shall constitute a separate Nonqualified Option.

Subject to the provisions of the Plan, the Committee shall
interpret the Plan and all Options, Stock Appreciation Rights, Restricted Stock
and Equity Incentives granted under the Plan, shall make such rules as it deems
necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and
shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Options, Stock Appreciation Rights, Restricted Stock or
Equity Incentives granted under the Plan in the manner and to the extent that
the Committee deems desirable to carry into effect the Plan or any Options,
Stock Appreciation Rights, Restricted Stock or Equity Incentives. The act or
determination of a majority of the Committee shall be the act or determination
of the Committee and any decision reduced to writing and signed by all of the
members of the Committee shall be fully effective as if it had been made by a
majority at a meeting duly held. Subject to the provisions of the Plan, any
action taken or determination made by the Committee pursuant to this and the
other Sections of the Plan shall be conclusive on all parties.

In the event that for any reason the Committee is unable to act
or if the Committee at the time of any grant, award or other acquisition under
the Plan does not consist of two or more Non-Employee Directors, or if there
shall be no such Committee, then the Plan shall be administered by the Board,
and references herein to the Committee (except in the proviso to this sentence)
shall be deemed to be references to the Board, and any such grant, award or
other acquisition may be approved or ratified in any other manner contemplated
by subparagraph (d) of Rule 16b-3; provided, however, that grants to the
Company's Chief Executive Officer or to any of the Company's other four most
highly compensated officers that are intended to qualify as performance-based
compensation under Section 162(m) of the Code may only be granted by the
Committee.

A-2

3. DESIGNATION OF OPTIONEES AND GRANTEES.

The persons eligible for participation in the Plan as recipients
of Options (the "Optionees"), Stock Appreciation Rights, Restricted Stock or
Equity Incentives (respectively, the "Grantees") shall include directors,
officers and employees of, and consultants and advisors to, the Company or any
Subsidiary; provided that Incentive Options may only be granted to employees of
the Company and the Subsidiaries. In selecting Optionees and Grantees, and in
determining the number of shares to be covered by each Option, Stock
Appreciation Right, Restricted Stock or Equity Incentive granted to Optionees or
Grantees, the Committee may consider any factors it deems relevant, including
without limitation, the office or position held by the Optionee or Grantee or
the Optionee or Grantee's relationship to the Company, the Optionee or Grantee's
degree of responsibility for and contribution to the growth and success of the
Company or any Subsidiary, the Optionee or Grantee's length of service,
promotions and potential. An Optionee or Grantee who has been granted an Option,
Stock Appreciation Right, Restricted Stock or Equity Incentive hereunder may be
granted an additional Option or Options, Stock Appreciation Right(s), Restricted
Stock or Equity Incentive(s) if the Committee shall so determine.

4. STOCK RESERVED FOR THE PLAN.

Subject to adjustment as provided in Section 10 hereof, a total
of 250,000 shares of the Company's Common Stock, $0.01 par value per share (the
"Stock"), shall be subject to the Plan. The maximum number of shares of Stock
that may be subject to Options and Stock Appreciation Rights granted under the
Plan to any individual in any calendar year shall not exceed 125,000 and the
method of counting such shares shall conform to any requirements applicable to
performance-based compensation under Section 162(m) of the Code. The shares of
Stock subject to the Plan shall consist of unissued shares, treasury shares or
previously issued shares held by any Subsidiary of the Company, and such amount
of shares of Stock shall be and is hereby reserved for such purpose. Any of such
shares of Stock that may remain unsold and that are not subject to outstanding
Options at the termination of the Plan shall cease to be reserved for the
purposes of the Plan, but until termination of the Plan the Company shall at all
times reserve a sufficient number of shares of Stock to meet the requirements of
the Plan. Should any Option, Stock Appreciation Right, Restricted Stock, or
Equity Incentives expire or be canceled prior to its exercise or vesting in full
or should the number of shares of Stock to be delivered upon the exercise or
vesting in full of an Option, Stock Appreciation Right, Restricted Stock, or
Equity Incentives be reduced for any reason, the shares of Stock theretofore
subject to such Option, Stock Appreciation Right, Restricted Stock, or Equity
Incentives may be subject to future Options under the Plan, except where such
reissuance is inconsistent with the provisions of Section 162(m) of the Code.

A-3

5. TERMS AND CONDITIONS OF OPTIONS.

Options granted under the Plan shall be subject to the following
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) OPTION PRICE. The purchase price of each share of Stock
purchasable under an Incentive Option shall be determined by the Committee at
the time of grant, but shall not be less than 100% of the Fair Market Value (as
defined below) of such share of Stock on the date the Option is granted;
provided, however, that with respect to an Optionee who, at the time such
Incentive Option is granted, owns (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or of any Subsidiary, the purchase price per share of Stock shall
be at least 110% of the Fair Market Value per share of Stock on the date of
grant. The purchase price of each share of Stock purchasable under a
Nonqualified Option shall not be less than 100% of the Fair Market Value of such
share of Stock on the date the Option is granted; provided, however, that if an
option granted to the Company's Chief Executive Officer or to any of the
Company's other four most highly compensated officers is intended to qualify as
performance-based compensation under Section 162(m) of the Code, the exercise
price of such Option shall not be less than 100% of the Fair Market Value (as
such term is defined below) of such share of Stock on the date the Option is
granted. The exercise price for each Option shall be subject to adjustment as
provided in Section 10 below. "Fair Market Value" means the closing price of
publicly traded shares of Stock on the principal securities exchange on which
shares of Stock are listed (if the shares of Stock are so listed), or on the
NASDAQ Stock Market (if the shares of Stock are regularly quoted on the NASDAQ
Stock Market), or, if not so listed or regularly quoted, the mean between the
closing bid and asked prices of publicly traded shares of Stock in the
over-the-counter market, or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company, or as determined by the Committee in a manner consistent with
the provisions of the Code. Anything in this Section 5(a) to the contrary
notwithstanding, in no event shall the purchase price of a share of Stock be
less than the minimum price permitted under the rules and policies of any
national securities exchange on which the shares of Stock are listed.

(b) OPTION TERM. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable more than ten years after the date
such Option is granted and in the case of an Incentive Option granted to an
Optionee who, at the time such Incentive Option is granted, owns (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company or of any Subsidiary, no
such Incentive Option shall be exercisable more than five years after the date
such Incentive Option is granted.

(c) EXERCISABILITY. Subject to Section 5(e) hereof, Options shall
be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee.

A-4

Upon the occurrence of a "Change in Control" (as hereinafter
defined), the Committee may accelerate the vesting and exercisability of
outstanding Options, in whole or in part, as determined by the Committee in its
sole discretion. In its sole discretion, the Committee may also determine that,
upon the occurrence of a Change in Control, each outstanding Option shall
terminate within a specified number of days after notice to the Optionee
thereunder, and each such Optionee shall receive, with respect to each share of
Company Stock subject to such Option, an amount equal to the excess of the Fair
Market Value of such shares immediately prior to such Change in Control over the
exercise price per share of such Option; such amount shall be payable in cash,
in one or more kinds of property (including the property, if any, payable in the
transaction) or a combination thereof, as the Committee shall determine in its
sole discretion.

For purposes of the Plan, a Change in Control shall be deemed to
have occurred if:

(i) a tender offer (or series of related offers) shall be made
and consummated for the ownership of 50% or more of the outstanding
voting securities of the Company, unless as a result of such tender offer
more than 50% of the outstanding voting securities of the surviving or
resulting corporation shall be owned in the aggregate by the stockholders
of the Company (as of the time immediately prior to the commencement of
such offer), any employee benefit plan of the Company or its
Subsidiaries, and their affiliates;

(ii) the Company shall be merged or consolidated with another
corporation, unless as a result of such merger or consolidation more than
50% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the stockholders of the
Company (as of the time immediately prior to such transaction), any
employee benefit plan of the Company or its Subsidiaries, and their
affiliates;

(iii) the Company shall sell substantially all of its assets to
another corporation that is not wholly owned by the Company, unless as a
result of such sale more than 50% of such assets shall be owned in the
aggregate by the stockholders of the Company (as of the time immediately
prior to such transaction), any employee benefit plan of the Company or
its Subsidiaries and their affiliates; or

(iv) a Person (as defined below) shall acquire 50% or more of the
outstanding voting securities of the Company (whether directly,
indirectly, beneficially or of record), unless as a result of such
acquisition more than 50% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the
stockholders of the Company (as of the time immediately prior to the

A-5

first acquisition of such securities by such Person), any employee
benefit plan of the Company or its Subsidiaries, and their affiliates.

For purposes of this Section 5(c), ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under
the Exchange Act. In addition, for such purposes, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the
Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (D) a corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company.

(d) METHOD OF EXERCISE. Options to the extent then exercisable
may be exercised in whole or in part at any time during the option period, by
giving written notice to the Company specifying the number of shares of Stock to
be purchased, accompanied by payment in full of the purchase price, in cash, or
by check or such other instrument as may be acceptable to the Committee. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may be made at the election of the Optionee (i) in the form
of Stock owned by the Optionee (based on the Fair Market Value of the Stock on
the trading day before the Option is exercised) which is not the subject of any
pledge or security interest, (ii) in the form of shares of Stock withheld by the
Company from the shares of Stock otherwise to be received with such withheld
shares of Stock having a Fair Market Value on the date of exercise equal to the
exercise price of the Option, or (iii) by a combination of the foregoing,
provided that the combined value of all cash and cash equivalents and the Fair
Market Value of any shares surrendered to the Company is at least equal to such
exercise price and except with respect to (ii) above, such method of payment
will not cause a disqualifying disposition of all or a portion of the Stock
received upon exercise of an Incentive Option. An Optionee shall have the right
to dividends and other rights of a stockholder with respect to shares of Stock
purchased upon exercise of an Option at such time as the Optionee (i) has given
written notice of exercise and has paid in full for such shares and (ii) has
satisfied such conditions that may be imposed by the Company with respect to the
withholding of taxes.

(e) LIMIT ON VALUE OF INCENTIVE OPTION. The aggregate Fair Market
Value, determined as of the date the Incentive Option is granted, of Stock for
which Incentive Options are exercisable for the first time by any Optionee
during any calendar year under the Plan (and/or any other stock option plans of
the Company or any Subsidiary) shall not exceed $100,000.

(f) INCENTIVE OPTION SHARES. A grant of an Incentive Option under
this Plan shall provide that (a) the Optionee shall be required as a condition
of the exercise to furnish to the Company any payroll (employment) tax required
to be withheld, and (b) if the Optionee makes a disposition, within the meaning

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of Section 424(c) of the Code and regulations promulgated thereunder, of any
share or shares of Stock issued to him upon exercise of an Incentive Option
granted under the Plan within the two-year period commencing on the day after
the date of the grant of such Incentive Option or within a one-year period
commencing on the day after the date of transfer of the share or shares to him
pursuant to the exercise of such Incentive Option, he shall, within 10 days
after such disposition, notify the Company thereof and immediately deliver to
the Company any amount of United States federal, state and local income tax
withholding required by law.

6. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.

Stock Appreciation Rights shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee. Unless otherwise provided, Stock Appreciation Rights shall become
immediately exercisable and shall remain exercisable until expiration,
cancellation or termination of the award. Such rights may be exercised in whole
or in part by giving written notice to the Company. Stock Appreciation Rights to
the extent then exercisable may be exercised for payment in cash, shares of
Common Stock or a combination of both, as the Committee shall deem desirable,
equal to: (i) the excess of the Fair Market Value as defined in Section 5(a)
herein of a share of Common Stock on the date of exercise over (ii) the exercise
price of such Stock Appreciation Right.

7. TERMS AND CONDITIONS OF RESTRICTED STOCK.

Restricted Stock may be granted under this Plan aside from, or in
association with, any other award and shall be subject to the following
conditions and shall contain such additional terms and conditions (including
provisions relating to the acceleration of vesting of Restricted Stock upon a
Change of Control), not inconsistent with the terms of the Plan, as the
Committee shall deem desirable:

(a) GRANTEE RIGHTS. A Grantee shall have no rights to an award of
Restricted Stock unless and until Grantee accepts the award within the period
prescribed by the Committee and, if the Committee shall deem desirable, makes
payment to the Company in cash, or by check or such other instrument as may be
acceptable to the Committee. After acceptance and issuance of a certificate or
certificates, as provided for below, the Grantee shall have the rights of a
stockholder with respect to Restricted Stock subject to the non-transferability
and forfeiture restrictions described in section 7(d) below.

(b) ISSUANCE OF CERTIFICATES. The Company shall issue in the
Grantee's name a certificate or certificates for the shares of Common Stock
associated with the award promptly after the Grantee accepts such award.

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(c) DELIVERY OF CERTIFICATES. Unless otherwise provided, any
certificate or certificates issued evidencing shares of Restricted Stock shall
not be delivered to the Grantee until such shares are free of any restrictions
specified by the Committee at the time of grant.

(d) FORFEITABILITY, NON-TRANSFERABILITY OF RESTRICTED STOCK.
Shares of Restricted Stock are forfeitable until the terms of the Restricted
Stock grant have been satisfied. Shares of Restricted Stock are not transferable
until the date on which the Committee has specified such restrictions has
lapsed. Unless otherwise provided, distributions in the form of dividends or
otherwise of additional shares or property in respect of shares of Restricted
Stock shall be subject to the same restrictions as such shares of Restricted
Stock.

(e) CHANGE OF CONTROL. Upon the occurrence of a Change in
Control, the Committee may accelerate the vesting of outstanding Restricted
Stock, in whole or in part, as determined by the Committee in its sole
discretion.

8. OTHER EQUITY INCENTIVES OR STOCK BASED AWARDS

The Committee may grant Equity Incentives (including the grant of
unrestricted shares) to such key persons, in such amounts and subject to such
terms and conditions, as the Committee shall in its discretion determine,
subject to the provisions of the Plan. Such awards may entail the transfer of
actual shares of Common Stock to Plan participants, or payment in cash or
otherwise of amounts based on the value of shares of Common Stock.

9. TERM OF PLAN.

No Option, Stock Appreciation Rights, Restricted Stock or Equity
Incentives shall be granted pursuant to the Plan on the date which is ten years
from the effective date of the Plan, but Options, Stock Appreciation Rights or
Equity Incentives theretofore granted may extend beyond that date.

10. CAPITAL CHANGE OF THE COMPANY.

In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number and option price of shares subject to outstanding Options
granted under the Plan, to the end that after such event each Optionee's
proportionate interest shall be maintained as immediately before the occurrence
of such event. The Committee shall, to the extent feasible, make such other
adjustments as may be required under the tax laws so that any Incentive Options
previously granted shall not be deemed modified within the meaning of Section
424(h) of the Code. Appropriate adjustments shall also be made in the case of
outstanding Stock Appreciation Rights and Restricted Stock granted under the
Plan.

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11. PURCHASE FOR INVESTMENT.

Unless the Options and shares covered by the Plan have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or the Company has determined that such registration is unnecessary, each person
exercising or receiving Options, Stock Appreciation Rights, Restricted Stock or
Equity Incentives under the Plan may be required by the Company to give a
representation in writing that he is acquiring the securities for his own
account for investment and not with a view to, or for sale in connection with,
the distribution of any part thereof.

12. TAXES.

(a) The Company may make such provisions as it may deem
appropriate, consistent with applicable law, in connection with any Options,
Stock Appreciation Rights, Restricted Stock or Equity Incentives granted under
the Plan with respect to the withholding of any taxes (including income or
employment taxes) or any other tax matters.

(b) If any Grantee, in connection with the acquisition of
Restricted Stock, makes the election permitted under section 83(b) of the Code
(that is, an election to include in gross income in the year of transfer the
amounts specified in section 83(b)), such Grantee shall notify the Company of
the election with the Internal Revenue Service pursuant to regulations issued
under the authority of Code section 83(b).

(c) If any Grantee shall make any disposition of shares of Stock
issued pursuant to the exercise of an Incentive Option under the circumstances
described in section 421(b) of the Code (relating to certain disqualifying
dispositions), such Grantee shall notify the Company of such disposition within
10 days hereof.

13. EFFECTIVE DATE OF PLAN.

The Plan shall be effective on April 28, 2003; provided,
however, that the Plan must subsequently be approved by majority vote of the
Company's stockholders no later than the Company's next annual meeting of
stockholders following April 28, 2003.

14. AMENDMENT AND TERMINATION.

The Board may amend, suspend, or terminate the Plan, except that
no amendment shall be made that would impair the rights of any Optionee or
Grantee under any Option, Stock Appreciation Right, Restricted Stock or Equity
Incentive theretofore granted without the Optionee or Grantee's consent, and
except that no amendment shall be made which, without the approval of the
stockholders of the Company would:

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(a) materially increase the number of shares that may be issued
under the Plan, except as is provided in Section 10;

(b) materially increase the benefits accruing to the Optionees
or Grantees under the Plan;

(d) decrease the exercise price of an Incentive Option to less
than 100% of the Fair Market Value per share of Stock on the date of grant
thereof or the exercise price of a Nonqualified Option to less than 100% of the
Fair Market Value per share of Stock on the date of grant thereof; or

(e) extend the term of any Option beyond that provided for in
Section 5(b).

The Committee may amend the terms of any Option, Stock
Appreciation Right, Restricted Stock or Equity Incentive theretofore granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Optionee or Grantee without the Optionee or Grantee's consent. The Committee
may also substitute new Options, Stock Appreciation Rights or Restricted Stock
for previously granted Options, Stock Appreciation Rights or Restricted Stock
including options granted under other plans applicable to the participant and
previously granted Options having higher option prices, upon such terms as the
Committee may deem appropriate.

15. GOVERNMENT REGULATIONS.

The Plan, and the grant and exercise of Options, Stock
Appreciation Rights, Restricted Stock and Equity Incentives hereunder, and the
obligation of the Company to sell and deliver shares under such Options, Stock
Appreciation Rights, Restricted Stock and Equity Incentives shall be subject to
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies, national securities exchanges and interdealer quotation
systems as may be required.

16. GENERAL PROVISIONS.

(a) CERTIFICATES. All certificates for shares of Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, or other
securities commission having jurisdiction, any applicable Federal or state
securities law, any stock exchange or interdealer quotation system upon which
the Stock is then listed or traded and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions.

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(b) EMPLOYMENT MATTERS. The adoption of the Plan shall not
confer upon any Optionee or Grantee of the Company or any Subsidiary any right
to continued employment or, in the case of an Optionee or Grantee who is a
director, continued service as a director, with the Company or a Subsidiary, as
the case may be, nor shall it interfere in any way with the right of the Company
or any Subsidiary to terminate the employment of any of its employees, the
service of any of its directors or the retention of any of its consultants or
advisors at any time.

(c) LIMITATION OF LIABILITY. No member of the Board or the
Committee, or any officer or employee of the Company acting on behalf of the
Board or the Committee, shall be personally liable for any action, determination
or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

(d) REGISTRATION OF STOCK. Notwithstanding any other provision
in the Plan, no Option may be exercised unless and until the Stock to be issued
upon the exercise thereof has been registered under the Securities Act and
applicable state securities laws, or are, in the opinion of counsel to the
Company, exempt from such registration in the United States. The Company shall
not be under any obligation to register under applicable federal or state
securities laws any Stock to be issued upon the exercise of an Option granted
hereunder in order to permit the exercise of an Option and the issuance and sale
of the Stock subject to such Option, although the Company may in its sole
discretion register such Stock at such time as the Company shall determine. If
the Company chooses to comply with such an exemption from registration, the
Stock issued under the Plan may, at the direction of the Committee, bear an
appropriate restrictive legend restricting the transfer or pledge of the Stock
represented thereby, and the Committee may also give appropriate stop transfer
instructions with respect to such Stock to the Company's transfer agent.

(e) NON-TRANSFERABILITY. Options and Stock Appreciation Rights
granted hereunder are not transferable and may be exercised solely by the
Optionee or Grantee during his lifetime or after his death by the person or
persons entitled thereto under his will or the laws of descent and distribution.
The Committee, in its sole discretion, may permit a transfer of a Nonqualified
Option to (i) a trust for the benefit of the Optionee or (ii) a member of the
Optionee's immediate family (or a trust for his or her benefit). Any attempt to
transfer, assign, pledge or otherwise dispose of, or to subject to execution,
attachment or similar process, any Option or Stock Appreciation Right contrary
to the provisions hereof shall be void and ineffective and shall give no right
to the purported transferee.

(f) NO RIGHTS AS A STOCKHOLDER. No Optionee or Grantee (or other
person having the right to exercise such award) shall have any of the rights of
a stockholder of the Company with respect to shares subject to such award until
the issuance of a stock certificate to such person for such shares. Except as

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otherwise provided herein, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether in
cash, securities or other property) for which the record date is prior to the
date such stock certificate is issued.

(g) TERMINATION BY DEATH. Unless otherwise determined by the
Committee, if any Optionee or Grantee's employment with or service to the
Company or any Subsidiary terminates by reason of death, the Option or Stock
Appreciation Right may thereafter be exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after
grant), by the legal representative of the estate or by the legatee of the
Optionee or Grantee under the will of the Optionee or Grantee, for a period of
one year after the date of such death or until the expiration of the stated term
of such Option or Stock Appreciation Right as provided under the Plan, whichever
period is shorter.

(h) TERMINATION BY REASON OF DISABILITY. Unless otherwise
determined by the Committee, if any Optionee or Grantee's employment with or
service to the Company or any Subsidiary terminates by reason of total and
permanent disability, any Option or Stock Appreciation Right held by such
Optionee or Grantee may thereafter be exercised, to the extent it was
exercisable at the time of termination due to Disability (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be
exercised after 60 days after the date of such termination of employment or
service or the expiration of the stated term of such Option or Stock
Appreciation Right, whichever period is shorter; provided, however, that, if the
Optionee or Grantee dies within such 60-day period, any unexercised Option or
Stock Appreciation Right held by such Optionee or Grantee shall thereafter be
exercisable to the extent to which it was exercisable at the time of death for a
period of one year after the date of such death or for the stated term of such
Option or Stock Appreciation Right, whichever period is shorter.

(i) TERMINATION BY REASON OF RETIREMENT. Unless otherwise
determined by the Committee, if any Optionee or Grantee's employment with or
service to the Company or any Subsidiary terminates by reason of Normal or Early
Retirement (as such terms are defined below), any Option or Stock Appreciation
Right held by such Optionee or Grantee may thereafter be exercised to the extent
it was exercisable at the time of such Retirement (or on such accelerated basis
as the Committee shall determine at or after grant), but may not be exercised
after 60 days after the date of such termination of employment or service or the
expiration of the stated term of such Option or Stock Appreciation Right,
whichever period is shorter; provided, however, that, if the Optionee or Grantee
dies within such 60-day period, any unexercised Option or Stock Appreciation
Right held by such Optionee or Grantee shall thereafter be exercisable, to the
extent to which it was exercisable at the time of death, for a period of one
year after the date of such death or for the stated term of such Option or Stock
Appreciation Right, whichever period is shorter.

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For purposes of this paragraph (i), "Normal Retirement" shall
mean retirement from active employment with the Company or any Subsidiary on or
after the normal retirement date specified in the applicable Company or
Subsidiary pension plan or if no such pension plan, age 65, and "Early
Retirement" shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company
or Subsidiary pension plan or if no such pension plan, age 55.

(j) OTHER TERMINATION. Unless otherwise determined by the
Committee, if any Optionee or Grantee's employment with or service to the
Company or any Subsidiary terminates for any reason other than death, Disability
or Normal or Early Retirement, the Option or Stock Appreciation Right shall
thereupon terminate, except that the portion of any Option or Stock Appreciation
Right that was exercisable on the date of such termination of employment or
service may be exercised for the lesser of 30 days after the date of termination
or the balance of such Option or Stock Appreciation Right's term if the Optionee
or Grantee's employment or service with the Company or any Subsidiary is
terminated by the Company or such Subsidiary without cause (the determination as
to whether termination was for cause to be made by the Committee). The transfer
of an Optionee or Grantee from the employ of or service to the Company to the
employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to
another, shall not be deemed to constitute a termination of employment or
service for purposes of the Plan.

WHX CORPORATION

April 28, 2003

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF

WHX CORPORATION

PROXY -- ANNUAL MEETING OF STOCKHOLDERS
JUNE 3, 2003

The undersigned, a stockholder of WHX Corporation, a Delaware
corporation (the "Company"), does hereby appoint Ronald LaBow and Marvin L.
Olshan, and each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the 2003 Annual Meeting of
Stockholders of the Company to be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on June 3, 2003, at 11:00 a.m., Local Time,
or at any adjournment or postponements thereof.

The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated May 5, 2003, and a copy of the Company's Annual Report on
Form 10-K/A for the fiscal year ended December 31, 2002.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE CLASS I DIRECTORS AND
TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.

VOTE BY TELEPHONE VOTE BY INTERNET
----------------- ----------------

It is fast, convenient and immediate. It is fast, convenient and your vote is
Call Toll-Free on a Touch-Tone Phone immediately confirmed and posted.
1-877-PRX-VOTE (1-877-779-8883)

Follow these 4 east steps: Follow these 4 easy steps:

1. Read the accompanying proxy statement 1. Read the accompanying proxy statement
and proxy card. and proxy card.

2. Call the Toll-Free Number 1-877-PRX-VOTE 2. Go to the Web site
(1-877-779-8883). http://www.eproxyvote.com/whx

3. Enter your 14-digit Voter Control 3. Enter your 14-digit Voter Control
Number located on your Proxy Card above your Number located on your Proxy Card above your
name. name.

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4. Follow the recorded instructions. 4. Follow the instructions provided.
Your vote is important! Your vote is important
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/whx
anytime.

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.

PROXIES VOTED BY TELEPHONE OR INTERNET MUST BE RECEIVED BY 11:59 P.M. ON JUNE 2,
2003.

1. To elect the following Class I directors: William Goldsmith, Louis Klein
Jr. and Howard Mileaf, to serve as directors until the 2006 Annual Meeting
of Stockholders of the Company and in each case until their successors
have been duly elected and qualified.

____________ FOR ALL NOMINEES __________ WITHHELD FROM ALL NOMINEES

WITHHELD ____________________________________________________________________
To withhold authority to vote for any nominees(s), print name above

2. To adopt the 2003 Incentive Stock Plan.

FOR ___________ AGAINST ___________ ABSTAIN ___________

3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent
public accountants of the Company for the fiscal year ending December 31,
2003.

FOR ___________ AGAINST ___________ ABSTAIN ___________

4. DISCRETIONARY AUTHORITY: To vote with discretionary authority with respect
to all other matters that may come before the Meeting.

NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.

Signature:__________________ Date______________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _______________________

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