8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): March 31, 2006
                                                          --------------

                                 WHX CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Delaware                    1-2394                   13-3768097
- --------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission               (IRS Employer
     of Incorporation)             File Number)            Identification No.)

   555 Theodore Fremd Avenue, Rye, New York                    10580
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                  (Zip Code)


Registrant's telephone number, including area code: (914) 925-4413
                                                    --------------

                                       N/A
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report.)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     /_/  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     /_/  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     /_/  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     /_/  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On March 31, 2006, Handy & Harman ("H&H"), a wholly-owned subsidiary of WHX
Corporation  ("WHX"),  and  certain of H&H's  subsidiaries  amended its Loan and
Security  Agreement  with  Wachovia  Bank,  National  Association  (the  "Credit
Facility") and its Loan and Security Agreement with Steel Partners II, L.P. (the
"Tranche B Term  Loan").  The  Tranche B Term Loan was amended to provide for an
additional  loan of $9,000,000 to H&H and its  subsidiaries to be used to make a
prepayment on H&H's subordinated promissory note issued to WHX (the "WHX Note"),
and related  matters.  The Credit Facility was amended to permit the increase of
the  Tranche  Term B Loan and the  prepayment  of the WHX Note in the  principal
amount of $9,000,000. Substantially all of the other terms and conditions of the
Credit  Facility  and  Tranche  B Term  Loan  continue  without  amendment.  The
foregoing  summary of the  amendments  to the Credit  Facility and the Tranche B
Term Loan do not purport to be  complete  and are  subject to and  qualified  in
their  entirety by  reference to the actual text of such  agreements,  copies of
which  are  attached  hereto  as  EXHIBITS  4.1  and  4.2,   respectively,   and
incorporated herein by reference.

     Steel  Partners II, L.P. is the  beneficial  holder of 5,029,793  shares of
WHX's common stock,  representing  approximately 50% of the outstanding  shares.
Warren  G.  Lichtenstein,  Chairman  of the Board of WHX,  is the sole  managing
member of the general  partner of Steel  Partners II, L.P. In addition,  Glen M.
Kassan (Director and Chief Executive  Officer of WHX), John Quicke (Director and
Vice  President of WHX) and Jack L. Howard and Josh Schector  (Directors of WHX)
are employees of Steel Partners, Ltd., an affiliate of Steel Partners II, L.P.

     At a meeting of the  Compensation  Committee (the  "Committee") on April 5,
2006 (the "Meeting"),  the Committee approved a salary of $600,000 per annum for
Glen M. Kassan ("Kassan"), the Vice Chairman of the Board of Directors and Chief
Executive Officer of WHX,  effective January 1, 2006. The Committee examined the
salaries of executives  serving in similar  capacities for comparable  companies
and determined that such a salary was fair and appropriate. Kassan does not have
an Employment Agreement with WHX.

     At the Meeting, the Committee approved the terms of an Employment Agreement
for Ellen Harmon,  as Vice  President,  General Counsel and Secretary of each of
WHX and H&H. Harmon shall serve in such positions until the first anniversary of
the effective date of the Employment  Agreement  which term shall be renewed for
successive  one year  intervals,  unless one of the parties  provides  notice of
termination no less than thirty days prior to the end of such term.  Harmon will
be paid a base salary of $260,000 per annum, a discretionary bonus as determined
by the Board of  Directors  or the  Committee  of WHX and shall  receive  25,000
options to purchase WHX common stock. For more  information on Harmon,  see ITEM
5.02.

     At the Meeting, the Committee also ratified and approved an Acknowledgement
and Release,  dated  November 10, 2005, by and between  Daniel P. Murphy and H&H
(the "Murphy Release").  Pursuant to the Murphy Release, Murphy agreed to remain
an employee  of H&H  through at least March 31, 2006 in exchange  for (i) a cash
bonus of $250,000, (ii) an increase in the life insurance levels provided in the
H&H Post-Retirement Life Insurance Program and (iii) 100,000 options to purchase
WHX common stock to be issued.  In addition,  Murphy  provided a release to WHX.
For more information, see the Murphy Release attached hereto as EXHIBIT 10.1.

     At the Meeting, the Committee also ratified and approved an Acknowledgement
and Release,  dated  November 14, 2005, by between  Robert K. Hynes and WHX (the
"Hynes  Release").  Pursuant  to the Hynes  Release,  Hynes  agreed to remain an





employee of WHX through at least March 31, 2006 in exchange for (i) a cash bonus
of $250,000, payable in installments, the last of which vests upon filing of the
WHX 2005 Annual  Report on Form 10-K,  (ii) an  increase  in the life  insurance
levels  provided in the H&H  Post-Retirement  Life  Insurance  Program and (iii)
25,000  options to purchase  WHX common stock to be issued.  In addition,  Hynes
provided a release to WHX. For more information,  see the Hynes Release attached
hereto as EXHIBIT 10.2.


ITEM 5.02.     DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;   ELECTION  OF
               DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     At the Meeting, the Committee approved the terms of an Employment Agreement
for Ellen Harmon,  age 51, as Vice  President,  General Counsel and Secretary of
each of WHX and H&H. Prior to Harmon's  employment  with WHX and H&H, Harmon was
the Senior Vice  President,  General  Counsel and  Secretary of The Robert Allen
Group,  Inc., an international  designer and distributor of home furnishings and
fabrics to the interior design trade, furniture manufacturers,  and the contract
and hospitality markets,  from January 2004 through January 2006. Prior to that,
she was the Vice President, General Counsel and Secretary of Metallurg, Inc., an
international producer and supplier of high-quality specialty metals, alloys and
metallic chemicals utilized in the production of  high-performance  aluminum and
titanium alloys, specialty steel, superalloys and certain non-metallic materials
for  various   applications   in  the  aerospace,   power  supply,   automotive,
petrochemical  processing and telecommunications  industries,  from 1999 through
2002. For more information on the terms of Harmon's employment, see ITEM 1.01.


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

     (d) EXHIBITS

     ---------------------------------------------------------------------------
     NUMBER                      EXHIBIT
     ---------------------------------------------------------------------------
     4.1       Amendment No. 8 to Loan and Security Agreement by and among Handy
               & Harman,  certain of its affiliates and Wachovia Bank,  National
               Association, a national banking association,  successor by merger
               to Congress Financial Corporation, dated as of March 31, 2006.
     ---------------------------------------------------------------------------
     4.2       Amendment No. 5 to Loan and Security  Agreement  Amendment by and
               among  Handy  &  Harman,  certain  of its  affiliates  and  Steel
               Partners II, L.P., dated as of March 31, 2006.
     ---------------------------------------------------------------------------
     10.1      Acknowledgement  and Release,  dated  November  10, 2005,  by and
               between Daniel P. Murphy and H&H.
     ---------------------------------------------------------------------------
     10.2      Acknowledgement  and Release,  dated  November  14, 2005,  by and
               between Robert K. Hynes and WHX.
     ---------------------------------------------------------------------------





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                          WHX CORPORATION



Dated: April 6, 2006                      By:    /s/ Robert Hynes
                                               ----------------------------
                                          Name:  Robert Hynes
                                          Title: Chief Financial Officer

EX-4.1

                                                                     Exhibit 4.1

           CONSENT AND AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT
           ----------------------------------------------------------

         CONSENT AND AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT (this
"Amendment No. 8"), dated as of March 31, 2006, by and among Handy & Harman, a
New York corporation ("H&H"), OMG, Inc., a Delaware corporation formerly known
as Olympic Manufacturing Group, Inc. ("OMG"), Continental Industries, Inc., an
Oklahoma corporation ("Continental"), Maryland Specialty Wire, Inc., a Delaware
corporation ("Maryland Wire"), Handy & Harman Tube Company, Inc., a Delaware
corporation ("H&H Tube"), Camdel Metals Corporation, a Delaware corporation
("Camdel"), Canfield Metal Coating Corporation, a Delaware corporation
("Canfield"), Micro-Tube Fabricators, Inc., a Delaware corporation
("Micro-Tube"), Indiana Tube Corporation, a Delaware corporation ("Indiana
Tube"), Lucas-Milhaupt, Inc., a Wisconsin corporation ("Lucas"), Handy & Harman
Electronic Materials Corporation, a Florida corporation ("H&H Electronic"),
Sumco Inc., an Indiana corporation ("Sumco" and together with H&H, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Canfield, Micro-Tube, Indiana
Tube, Lucas and H&H Electronic, each individually, a "Borrower" and
collectively, "Borrowers"), Handy & Harman of Canada, Limited, an Ontario
corporation ("H&H Canada"), ele Corporation, a California corporation ("ele"),
Alloy Ring Service Inc., a Delaware corporation ("Alloy"), Daniel Radiator
Corporation, a Texas corporation ("Daniel"), H&H Productions, Inc., a Delaware
corporation ("H&H Productions"), Handy & Harman Automotive Group, Inc., a
Delaware corporation ("H&H Auto"), Handy & Harman International, Ltd., a
Delaware corporation ("H&H International"), Handy & Harman Peru, Inc., a
Delaware corporation ("H&H Peru"), KJ-VMI Realty, Inc., a Delaware corporation
("KVR"), Pal-Rath Realty, Inc., a Delaware corporation ("Pal-Rath"), Platina
Laboratories, Inc., a Delaware corporation ("Platina"), Sheffield Street
Corporation, a Connecticut corporation ("Sheffield"), SWM, Inc., a Delaware
corporation ("SWM"), Willing B Wire Corporation, a Delaware corporation
("Willing" and together with H&H Canada, ele, Alloy, Daniel, H&H Productions,
H&H Auto, H&H International, H&H Peru, KVR, Pal-Rath, Platina, Sheffield and
SWM, each individually, a "Guarantor" and collectively, "Guarantors"), Wachovia
Bank, National Association, a national banking association that is successor by
merger to Congress Financial Corporation, in its capacity as agent pursuant to
the Loan Agreement (as hereinafter defined) acting for the financial
institutions party thereto as lenders (in such capacity, together with its
successors and assigns, "Agent"), and the financial institutions party thereto
as lenders (collectively, "Lenders"). Capitalized terms used herein which are
not otherwise defined herein shall have the respective meanings ascribed thereto
in the Loan Agreement.

                              W I T N E S S E T H:
                              - - - - - - - - - --

         WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated as of March 31, 2004, by and among Agent, Lenders, Borrowers and
Guarantors (as amended by Consent and Amendment No. 1 to Loan and Security
Agreement, dated as of August 31, 2004, Amendment No. 2 to Loan and Security
Agreement, dated as of October 29, 2004, Amendment No. 3 to Loan and Security
Agreement, dated as of December 29, 2004, Amendment No. 4 to Loan and Security
Agreement, dated as of May 20, 2005, Amendment No. 5 to Loan and Security
Agreement, dated as of September 8, 2005, Amendment No. 6 and Waiver to Loan and



Security Agreement, dated as of December 29, 2005 and Consent and Amendment No.
7 and Waiver to Loan and Security Agreement, dated as of January 24, 2006 and as
the same may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement"), and the other agreements,
documents and instruments referred to therein or at any time executed and/or
delivered in connection therewith or related thereto (all of the foregoing,
together with the Loan Agreement, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements");

         WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
agree to make certain amendments and provide certain consents to the Loan
Agreement, and Agent and Lenders are willing to agree to such amendments and to
provide such consents, subject to the terms and conditions contained herein; and

         WHEREAS, by this Amendment No. 8, Borrowers, Guarantors, Agent and
Lenders desire and intend to evidence such consents and amendments;

         NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:

         1.       ADDITIONAL DEFINITIONS. As used herein, the following terms
shall have the following meanings given to them below, and the Loan Agreement
and the other Financing Agreements are hereby amended to include, in addition
and not in limitation, the following:

                  (a)      "Amendment No. 8" shall mean Consent and Amendment
         No. 8 to Loan and Security Agreement by and among Borrowers,
         Guarantors, Agent and the Lenders, as the same now exists or may
         hereafter be amended, modified, supplemented, extended, renewed,
         restated or replaced.

                  (b)      "Amendment No. 8 Effective Date" shall mean the first
         date on which all of the conditions precedent to the effectiveness of
         Amendment No. 8 shall have been satisfied or waived.

         2.       INDEBTEDNESS. Section 9.9(f)(i) of the Loan Agreement is
hereby amended by deleting "$81,000,000" and replacing it with "$91,000,000".

         3.       CONSENT TO PREPAYMENT AND AMENDMENT OF WHX SUBORDINATED NOTE.
Subject to the terms and conditions contained herein and notwithstanding
anything to the contrary contained in Section 9.9(j) of the Loan Agreement, in
the WHX Subordination Agreement or in the WHX Subordinated Note, Agent and
Lenders hereby consent to the prepayment by Parent of $10,000,000 of the
principal amount of Indebtedness of Parent to WHX evidenced by the WHX
Subordinated Note and the related amendment to the WHX Subordinated Note solely
to permit such prepayment; PROVIDED, THAT, (a) immediately prior to such
prepayment, Borrowers shall have received cash proceeds of loans made by the
Tranche B Term Loan Lenders, on or after the Amendment No. 8 Effective Date, in
the aggregate amount of $10,000,000 (the "New Tranche B Loans"), which loans
arise from Indebtedness permitted under Section 9.9(f) of the Loan Agreement,
(b) Agent shall have received true, correct and complete copies of the Tranche B


                                       2


Term Loan Lender Agreements and the amendment to the WHX Subordinated Note (to
the extent not previously delivered to Agent), which shall be in form and
substance satisfactory to Agent, as duly authorized, executed and delivered by
the parties thereto, (c) such prepayment shall be made on, or within five (5)
Business Days after, the Amendment No. 8 Effective Date, and (d) Borrowers shall
provide same day notice to Agent of receipt of the proceeds of the New Tranche B
Loans.

         4.       CONSENT TO PAYMENT OF A ONE-TIME CASH DIVIDEND. Subject to the
terms and conditions contained herein and notwithstanding anything to the
contrary contained in Section 9.11 of the Loan Agreement, Agent and Lenders
hereby consent to the payment of a one-time cash dividend by Borrowers to Parent
in an amount equal to the cash proceeds of the New Tranche B Loans received by
Borrowers; PROVIDED, THAT, (a) such dividend shall be paid immediately after
Borrowers receive the cash proceeds of the New Tranche B Loans, (b) Parent shall
immediately apply the proceeds of such dividend to prepay the principal amount
of Indebtedness of Parent to WHX evidenced by the WHX Subordinated Note, and (c)
such dividend shall be paid with funds legally available therefor.

         5.       REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and
Guarantor hereby represents, warrants and covenants to Agent and Lenders the
following (which shall survive the execution and delivery of this Amendment No.
8), the truth and accuracy of which representations and warranties are a
continuing condition of the making of Loans and providing Letter of Credit
Accommodations to Borrowers:

                  (a)      this Amendment No. 8 and each other agreement or
         instrument to be executed and delivered by Borrowers and Guarantors in
         connection herewith (collectively, together with this Amendment No. 8,
         the "Amendment Documents") have been duly authorized, executed and
         delivered by all necessary action on the part of each of the Borrowers
         and Guarantors which is a party hereto and thereto and, if necessary,
         their respective stockholders and is in full force and effect as of the
         date hereof and the agreements and obligations of each of the Borrowers
         and Guarantors contained herein and therein constitute the legal, valid
         and binding obligations of each of the Borrowers and Guarantors,
         enforceable against them in accordance with their terms, except as
         enforceability is limited by bankruptcy, insolvency, reorganization,
         moratorium or other laws relating to or affecting the enforcement of
         creditors' rights generally and except to the extent that availability
         of the remedy of specific performance or injunctive relief is subject
         to the discretion of the court before which any proceeding therefor may
         be brought;

                  (b)      the execution, delivery and performance of this
         Amendment No. 8 and the other Amendment Documents, (a) are all within
         each Borrower's and Guarantor's corporate powers and (b) are not in
         contravention of law or the terms of any Borrower's or Guarantor's
         certificate or articles of incorporation, by laws, or other
         organizational documentation, or any indenture, agreement or
         undertaking (including, without limitation, the Tranche B Term Loan
         Agreement) to which any Borrower or Guarantor is a party or by which
         any Borrower or Guarantor or its property are bound;

                  (c)      no Default or Event of Default exists or has occurred
         and is continuing;


                                       3


                  (d)      the Tranche B Amendment (as defined below) has been
         executed and delivered by all parties thereto and is in full force and
         effect;

                   (e)     all of the representations and warranties set forth
         in the Loan Agreement and the other Financing Agreements, each as
         amended hereby, are true and correct in all material respects on and as
         of the date hereof, as if made on the date hereof, except to the extent
         any such representation or warranty is made as of a specified date, in
         which case such representation or warranty shall have been true and
         correct as of such date.

         6.       CONDITIONS PRECEDENT. The provisions contained herein shall
only be effective upon the satisfaction of each of the following conditions
precedent in a manner satisfactory to Agent:

                  (a)      Agent shall have received this Amendment No. 8, duly
         authorized, executed and delivered by Borrowers, Guarantors and
         Required Lenders;

                  (b)      Agent shall have received an amendment to the Tranche
         B Term Loan Agreement (the "Tranche B Amendment"), in form and
         substance satisfactory to Agent, duly authorized, executed and
         delivered by each of the parties thereto, which Tranche B Amendment
         shall be in full force and effect;

                  (c)      Agent shall have received a true and correct copy of
         any consent, waiver or approval to or of this Amendment No. 8 or any
         other Amendment Documents which any Borrower or Guarantor is required
         to obtain from any other Person, and such consent, waiver or approval
         shall in form and substance satisfactory to Agent; and

                  (d)      no Default or Event of Default shall exist or have
         occurred and be continuing.

         7.       EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant
hereto and except for the consents expressly granted herein, no other changes or
modifications to the Financing Agreements are intended or implied, and in all
other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the Amendment No. 8 Effective
Date. To the extent that any provision of the Loan Agreement or any of the other
Financing Agreements are inconsistent with the provisions of this Amendment No.
8, the provisions of this Amendment No. 8 shall control.

         8.       FURTHER ASSURANCES. Borrowers and Guarantors shall execute and
deliver such additional documents and take such additional action as may be
requested by Agent to effectuate the provisions and purposes of this Amendment
No. 8.

         9.       GOVERNING LAW. The validity, interpretation and enforcement of
this Amendment No. 8 and the other Financing Agreements (except as otherwise
provided therein) and any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.


                                       4


         10.      BINDING EFFECT. This Amendment No. 8 shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.

         11.      HEADINGS. The headings listed herein are for convenience only
and do not constitute matters to be construed in interpreting this Amendment No.
8.

         12.      COUNTERPARTS. This Amendment No. 8 may be executed in any
number of counterparts, each of which shall be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment No. 8 by telefacsimile or other
electronic method of transmission shall have the same force and effect as the
delivery of an original executed counterpart of this Amendment No. 8. Any party
delivering an executed counterpart of this Amendment No. 8 by telefacsimile or
other electronic method of transmission shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of this Amendment No. 8.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       5


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 8
to be executed on the day and year first above written.

AGENT                                                      BORROWERS
- -----                                                      ---------

WACHOVIA BANK, NATIONAL                          HANDY & HARMAN
ASSOCIATION, as Agent
                                                 By: /s/ Robert K. Hynes
By: /s/ Thomas Grabosky                              ---------------------------
    -----------------------                      Title: VP CFO
Title: Director                                         ------------------------
       --------------------
                                                 OMG, INC.
LENDERS
- -------                                          By: /s/ Robert K. Hynes
                                                     ---------------------------
WACHOVIA BANK, NATIONAL                          Title: VP
ASSOCIATION                                             ------------------------

By: /s/ Thomas Grabosky                          CONTINENTAL INDUSTRIES, INC.
    ------------------------
Title: Director                                  By: /s/ Robert K. Hynes
       ---------------------                         ---------------------------
                                                 Title: VP
TEXTRON FINANCIAL CORPORATION                           ------------------------

By: /s/ Kurt Kalliomaa                           MARYLAND SPECIALTY WIRE, INC.
    ------------------------
Title: Sr. Account Executive                     By: /s/ Robert K. Hynes
       ---------------------                         ---------------------------
                                                 Title: VP
BANK OF AMERICA, N.A.                                   ------------------------

By: /s/ Kim Bushey                               HANDY & HARMAN TUBE COMPANY, INC.
    ------------------------
Title: SVP                                       By: /s/ Robert K. Hynes
       ---------------------                         ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 CAMDEL METALS CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 CANFIELD METAL COATING CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 MICRO-TUBE FABRICATORS, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 INDIANA TUBE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 LUCAS-MILHAUPT, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN ELECTRONIC MATERIALS
                                                 CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 SUMCO INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 GUARANTORS
                                                 HANDY & HARMAN OF CANADA, LIMITED

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 ELE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 ALLOY RING SERVICE INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 DANIEL RADIATOR CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 H&H PRODUCTIONS, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN AUTOMOTIVE GROUP,
                                                 INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN INTERNATIONAL, LTD.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 HANDY & HARMAN PERU, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 KJ-VMI REALTY, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 PAL-RATH REALTY, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 PLATINA LABORATORIES, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 SHEFFIELD STREET CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 SWM, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                WILLING B WIRE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

EX-4.2

                                                                     Exhibit 4.2

           CONSENT AND AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
           ----------------------------------------------------------

         CONSENT AND AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this
"Amendment No. 4"), dated as of March 31, 2006, by and among Handy & Harman, a
New York corporation ("H&H"), OMG, Inc., a Delaware corporation formerly known
as Olympic Manufacturing Group, Inc. ("OMG"), Continental Industries, Inc., an
Oklahoma corporation ("Continental"), Maryland Specialty Wire, Inc., a Delaware
corporation ("Maryland Wire"), Handy & Harman Tube Company, Inc., a Delaware
corporation ("H&H Tube"), Camdel Metals Corporation, a Delaware corporation
("Camdel"), Canfield Metal Coating Corporation, a Delaware corporation
("Canfield"), Micro-Tube Fabricators, Inc., a Delaware corporation
("Micro-Tube"), Indiana Tube Corporation, a Delaware corporation ("Indiana
Tube"), Lucas-Milhaupt, Inc., a Wisconsin corporation ("Lucas"), Handy & Harman
Electronic Materials Corporation, a Florida corporation ("H&H Electronic"),
Sumco Inc., an Indiana corporation ("Sumco" and together with H&H, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Canfield, Micro-Tube, Indiana
Tube, Lucas and H&H Electronic, each individually, a "Borrower" and
collectively, "Borrowers"), Handy & Harman of Canada, Limited, an Ontario
corporation ("H&H Canada"), ele Corporation, a California corporation ("ele"),
Alloy Ring Service Inc., a Delaware corporation ("Alloy"), Daniel Radiator
Corporation, a Texas corporation ("Daniel"), H&H Productions, Inc., a Delaware
corporation ("H&H Productions"), Handy & Harman Automotive Group, Inc., a
Delaware corporation ("H&H Auto"), Handy & Harman International, Ltd., a
Delaware corporation ("H&H International"), Handy & Harman Peru, Inc., a
Delaware corporation ("H&H Peru"), KJ-VMI Realty, Inc., a Delaware corporation
("KVR"), Pal-Rath Realty, Inc., a Delaware corporation ("Pal-Rath"), Platina
Laboratories, Inc., a Delaware corporation ("Platina"), Sheffield Street
Corporation, a Connecticut corporation ("Sheffield"), SWM, Inc., a Delaware
corporation ("SWM"), Willing B Wire Corporation, a Delaware corporation
("Willing" and together with H&H Canada, ele, Alloy, Daniel, H&H Productions,
H&H Auto, H&H International, H&H Peru, KVR, Pal-Rath, Platina, Sheffield and
SWM, each individually, a "Guarantor" and collectively, "Guarantors"), Steel
Partners II, L.P., successor by assignment from Canpartners Investments IV, LLC,
in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined)
acting for the financial institutions party thereto as lenders (in such
capacity, together with its successors and assigns, "Agent"), and the financial
institutions party thereto as lenders (collectively, "Lenders"). Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated as of March 31, 2004, by and among Agent, successor by assignment to Steel
Partners II, L.P., Lenders, Borrowers and Guarantors (as amended by Amendment
No. 1 to Loan and Security Agreement, dated as of October 29, 2004, Amendment
No. 2 to Loan and Security Agreement, dated as of May 20, 2005, Amendment No. 3
to Loan and Security Agreement, dated as of December 29, 2005, Consent and
Amendment No. 4 to Loan and Security Agreement, dated as of January 24, 2006,
and as the same may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Loan Agreement"), and the other
agreements, documents and instruments referred to therein or at any time
executed and/or delivered in connection therewith or related thereto (all of the
foregoing, together with the Loan Agreement, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing Agreements");



         WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
agree to make certain amendments and provide certain consents to the Loan
Agreement and the other Financing Agreements, and Agent and Lenders are willing
to agree to such amendments and provide such consents, subject to the terms and
conditions contained herein; and

         WHEREAS, by this Amendment No. 5, Borrowers, Guarantors, Agent and
Lenders desire and intend to evidence such consents and amendments;

         NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:

         1.       AMENDMENT TO DEFINITION. The definition of "Maximum Credit" in
Section 1.73 of the Loan Agreement is hereby amended by deleting $81,000,000 and
replacing it with $90,000,000. In addition, all other references in the Loan and
Security Agreement to $81,000,000 shall be changed to $90,000,000

         2.       Additional Definitions. As used herein, the following terms
shall have the following meanings given to them below, and the Loan Agreement
and the other Financing Agreements are hereby amended to include, in addition
and not in limitation, the following:

                  (a)      "Amendment No. 5" shall mean Consent and Amendment
         No. 5 to Loan and Security Agreement by and among Borrowers,
         Guarantors, Agent and the Lenders, as the same now exists or may
         hereafter be amended, modified, supplemented, extended, renewed,
         restated or replaced.

                  (b)      "Amendment No. 5 Effective Date" shall mean the first
         date on which all of the conditions precedent to the effectiveness of
         Amendment No. 5 shall have been satisfied or waived.

         3.       EXTENSION OF CREDIT. Upon the effective date of this Amendment
No. 5, Lender shall extend an additional $9,000,000 to Borrowers and Guarantors.

         4.       CONSENT TO PREPAYMENT AND AMENDMENT OF WHX SUBORDINATED NOTE.
Subject to the terms and conditions contained herein and notwithstanding
anything to the contrary contained in the WHX Subordination Agreement or in the
WHX Subordinated Note, Agent and Lenders hereby consent to the prepayment by
Parent of $9,000,000 of the principal amount of Indebtedness of Parent to WHX
evidenced by the WHX Subordinated Note and the related amendment to the WHX
Subordinated Note solely to permit such prepayment; provided, that, (a)
immediately prior to such prepayment, Borrowers shall have received cash
proceeds of loans made by the Lender, on or after the Amendment No. 5 Effective
Date, in the aggregate amount of $9,000,000 (the "New Loans"), (b) Agent shall
have received true, correct and complete copies of the Working Capital Lender
Agreements and the amendment to the WHX Subordinated Note (to the extent not



previously delivered to Agent), which shall be in form and substance
satisfactory to Agent, as duly authorized, executed and delivered by the parties
thereto, (c) such prepayment shall be made on, or within five (5) Business Days
after, the Amendment No. 5 Effective Date, and (d) Borrowers shall provide same
day notice to Agent of receipt of the proceeds of the New Loans.

         5.       Consent to Payment of a One-Time Cash Dividend. Subject to the
terms and conditions contained herein and notwithstanding anything to the
contrary contained in Section 9.11 of the Loan Agreement, Agent and Lenders
hereby consent to the payment of a one-time cash dividend by Borrowers to Parent
in an amount equal to the cash proceeds of the New Loans received by Borrowers;
provided, that, (a) such dividend shall be paid immediately after Borrowers
receive the cash proceeds of the New Loans, (b) Parent shall immediately apply
the proceeds of such dividend to prepay the principal amount of Indebtedness of
Parent to WHX evidenced by the WHX Subordinated Note, and (c) such dividend
shall be paid with funds legally available therefor.

         6.       Representations, Warranties and Covenants. Each Borrower and
Guarantor hereby represents, warrants and covenants to Agent and Lenders the
following (which shall survive the execution and delivery of this Amendment No.
5), the truth and accuracy of which representations and warranties are a
continuing condition of the making of Loans and providing Letter of Credit
Accommodations to Borrowers:

                  (a)      this Amendment No. 5 and each other agreement or
         instrument to be executed and delivered by Borrowers and Guarantors in
         connection herewith (collectively, together with this Amendment No. 5,
         the "Amendment Documents") have been duly authorized, executed and
         delivered by all necessary action on the part of each of the Borrowers
         and Guarantors which is a party hereto and thereto and, if necessary,
         their respective stockholders and is in full force and effect as of the
         date hereof and the agreements and obligations of each of the Borrowers
         and Guarantors contained herein and therein constitute the legal, valid
         and binding obligations of each of the Borrowers and Guarantors,
         enforceable against them in accordance with their terms, except as
         enforceability is limited by bankruptcy, insolvency, reorganization,
         moratorium or other laws relating to or affecting the enforcement of
         creditors' rights generally and except to the extent that availability
         of the remedy of specific performance or injunctive relief is subject
         to the discretion of the court before which any proceeding therefor may
         be brought;

                  (b)      the execution, delivery and performance of this
         Amendment No. 5 and the other Amendment Documents, (a) are all within
         each Borrower's and Guarantor's corporate powers and (b) are not in
         contravention of law or the terms of any Borrower's or Guarantor's
         certificate or articles of incorporation, by laws, or other
         organizational documentation, or any indenture, agreement or
         undertaking (including, without limitation, the Working Capital Loan
         Agreement) to which any Borrower or Guarantor is a party or by which
         any Borrower or Guarantor or its property are bound;

                  (c)      no Default or Event of Default exists or has occurred
         and is continuing;



                  (d)      the Working Capital Amendment (as defined below) has
         been executed and delivered by all parties thereto and is in full force
         and effect; and

                  (e)      all of the representations and warranties set forth
         in the Loan Agreement and the other Financing Agreements, each as
         amended hereby, are true and correct in all material respects on and as
         of the date hereof, as if made on the date hereof, except to the extent
         any such representation or warranty is made as of a specified date, in
         which case such representation or warranty shall have been true and
         correct as of such date.

         7.       Conditions Precedent. The provisions contained herein shall
only be effective upon the satisfaction of each of the following conditions
precedent in a manner satisfactory to Agent:

                  (a)      Agent shall have received this Amendment No. 5, duly
         authorized, executed and delivered by Borrowers, Guarantors and
         Required Lenders;

                  (b)      Agent shall have received a consent and amendment to
         the Working Capital Loan Agreement (the "Working Capital Amendment"),
         in form and substance satisfactory to Agent, duly authorized, executed
         and delivered by each of the parties thereto, which Working Capital
         Amendment shall be in full force and effect;

                  (c)      Agent shall have received a true and correct copy of
         any consent, waiver or approval to or of this Amendment No. 5 or any
         other Amendment Documents which any Borrower or Guarantor is required
         to obtain from any other Person, and such consent, waiver or approval
         shall in form and substance satisfactory to Agent; and

                  (d)      no Default or Event of Default shall exist or have
         occurred and be continuing.

         8.       Effect of this Agreement. Except as expressly amended pursuant
hereto and except for the consents expressly granted herein, no other changes or
modifications to the Financing Agreements are intended or implied, and in all
other respects the Financing Agreements are hereby specifically ratified,
restated and confirmed by all parties hereto as of the Amendment No. 5 Effective
Date. To the extent that any provision of the Loan Agreement or any of the other
Financing Agreements are inconsistent with the provisions of this Amendment No.
5, the provisions of this Amendment No. 5 shall control.

         9.       Further Assurances. Borrowers and Guarantors shall execute and
deliver such additional documents and take such additional action as may be
requested by Agent to effectuate the provisions and purposes of this Amendment
No. 5.

         10.      Governing Law. The validity, interpretation and enforcement of
this Amendment No. 5 and the other Financing Agreements (except as otherwise
provided therein) and any dispute arising out of the relationship between the
parties hereto, whether in contract, tort, equity or otherwise, shall be
governed by the internal laws of the State of New York but excluding any
principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of
New York.



         11.      Binding Effect. This Amendment No. 5 shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.

         12.      Headings. The headings listed herein are for convenience only
and do not constitute matters to be construed in interpreting this Amendment No.
5.

         13.      Counterparts. This Amendment No. 5 may be executed in any
number of counterparts, each of which shall be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Amendment No. 5 by telefacsimile or other
electronic method of transmission shall have the same force and effect as the
delivery of an original executed counterpart of this Amendment No. 5. Any party
delivering an executed counterpart of this Amendment No. 5 by telefacsimile or
other electronic method of transmission shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of this Amendment No. 5.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to be executed on the day and year first above written.

         AGENT AND LENDER                                   BORROWERS
         ----------------                                   ---------

STEEL PARTNERS II, L.P.,                         HANDY & HARMAN
as Agent and Lender
                                                 By: /s/ Robert K. Hynes
By: STEEL PARTNERS, L.L.C.,                          ---------------------------
as general partner                               Title: VP CFO
                                                        ------------------------
By: /s/ Glen M. Kassan
    ---------------------------                  OMG, INC.

Title: Authorized Partner                        By: /s/ Robert K. Hynes
       ------------------------                      ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 CONTINENTAL INDUSTRIES, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 MARYLAND SPECIALTY WIRE, INC.
                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN TUBE COMPANY, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 CAMDEL METALS CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 CANFIELD METAL COATING CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 MICRO-TUBE FABRICATORS, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 INDIANA TUBE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 LUCAS-MILHAUPT, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]

                                                 HANDY & HARMAN ELECTRONIC MATERIALS
                                                 CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 SUMCO INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                          GUARANTORS
                                                          ----------

                                                 HANDY & HARMAN OF CANADA, LIMITED

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 ELE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 ALLOY RING SERVICE INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 DANIEL RADIATOR CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 H&H PRODUCTIONS, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 HANDY & HARMAN AUTOMOTIVE GROUP, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN INTERNATIONAL, LTD.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 HANDY & HARMAN PERU, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 KJ-VMI REALTY, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 PAL-RATH REALTY, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 PLATINA LABORATORIES, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 SHEFFIELD STREET CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                     [SIGNATURE PAGES CONTINUE ON NEXT PAGE]



                 [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]

                                                 SWM, INC.

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

                                                 WILLING B WIRE CORPORATION

                                                 By: /s/ Robert K. Hynes
                                                     ---------------------------
                                                 Title: VP
                                                        ------------------------

EX-10.1

                                                                    Exhibit 10.1

                           ACKNOWLEDGEMENT AND RELEASE

         This Acknowledgment and Release hereby is entered into by Daniel P.
Murphy ("Employee") on one hand and Handy & Harman and its subsidiaries and
affiliates ("H&H") on the other hand:

         WHEREAS, H&H is a wholly-owned subsidiary of WHX Corporation;

         WHEREAS, the U.S. Bankruptcy Court for the Southern District of New
York recently confirmed WHX Corporation's Chapter 11 plan of reorganization,
which was consummated July 29, 2005, thus permitting WHX Corporation to emerge
from bankruptcy; and

         WHEREAS, H&H wishes to encourage various company executives to remain
with H&H in the period after WHX's emergence from bankruptcy as described
herein;

         NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:

         1. Employee agrees to use his/her best efforts to remain an employee in
good standing with H&H through at least March 31, 2006.

         2. So long as Employee does not resign from H&H before March 31, 2006,
except in accordance with Paragraph 6 of his/her Employment Agreement, a copy of
which is attached hereto as Exhibit A (Employee's "Employment Agreement"), and
is not terminated under Paragraph 5(a) of Employee's Employment Agreement before
that date, H&H shall provide the following payments for the benefit of Employee.
Employee acknowledges that but for the terms of this Acknowledgment and Release,
Employee would not be entitled to the additional payments and benefits provided
in this Paragraph 2. All references to Employee's Employment Agreement shall
mean such agreement as in effect on the date hereof or a succeeding employment
agreement in effect from time to time, and if a succeeding employment agreement
is in effect, the references to section 5(a) and 6 of the Employment Agreement
shall be deemed to refer to the corresponding provisions (regarding "cause" for
termination and "good reason" for resignation, respectively) of the succeeding
employment agreement.

                  (a) Employee shall receive a cash bonus of $250,000, less
applicable tax withholding obligations and payroll deductions, payable March 31,
2006.

                  (b) H&H will amend the life insurance levels provided in the
Handy & Harman Executive Post-Retirement Life Insurance Program, dated February
1, 1995, attached hereto as Exhibit B (which provides variable appreciable life
insurance in an amount equal to four (4) times the Employee's annual base salary
as in effect from time to time ("Annual Base Salary") and adjustable life
insurance in an amount equal to two (2) times the Employee's Annual Base
Salary), to provide (i) variable appreciable life insurance in a total amount
equal to seven (7) times the Employee's Annual Base Salary and (ii) adjustable
life insurance in a total amount of three and one-half (3 1/2) times the
Employee's Annual Base Salary. All terms and conditions of the life insurance
provided by this Acknowledgment and Release will be governed in accordance with
the terms of plan attached as Exhibit B, as modified to reflect the benefit
levels indicated in this Paragraph 2(b); PROVIDED THAT, if Employee resigns from
H&H, other than in accordance with Paragraph 6 of his/her Employment Agreement
prior to March 31, 2006, or is terminated under Paragraph 5(a) of his/her

                                       1



Employment Agreement prior to that date, H&H shall be entitled to recoup from
Employee any and all premium amounts it has paid for life insurance pursuant to
this Paragraph 2(b).

                  (c) Employee shall receive 100,000 options (the "Options") to
purchase WHX Corporation common stock, pursuant to the draft 2005 WHX
Corporation Incentive Stock Plan, a copy of which is attached hereto as Exhibit
C. Such Options shall be made available to Employee as soon as practicable after
March 31, 2006 (unless provided earlier, in the sole discretion of the WHX Board
of Directors, but in no event earlier than WHX Corporation's receipt of
shareholder approval for its 2005 Stock Incentive Plan and files a Registration
Statement on Form S-8 registering the securities to be issued thereunder), and
if such approval and registration is not obtained on or prior to June 30, 2006,
then Employee shall be issued either (i) 100,000 "phantom" stock options in lieu
of such Options, with such "phantom" stock options to have the same strike price
and vesting provisions as the Options would have had if granted on June 30, 2006
had the WHX Corporation Incentive Stock Plan been approved by the WHX
shareholders as of that date, or (ii) other consideration of reasonably
equivalent value as determined by the WHX Board of Directors in its sole
discretion.

         3. In exchange for the consideration in Paragraph 2, which Employee
acknowledges is fair and sufficient, Employee hereby releases any and all claims
that Employee had, has, or might have against H&H or WHX Corporation and their
respective officers, directors, affiliates, parents, subsidiaries, owners,
employees, agents, benefit plans, plan fiduciaries, and representatives
(collectively "Releasees"), whether these claims are known to Employee or
unknown to Employee, from the beginning of the world to the date of this
Acknowledgment and Release, with respect to any wages, compensation, employee
benefits, retirement and welfare benefits, bonuses, distributions, restitution,
or other items of benefit from any of Releasees, including but not limited to
any and all claims under the Fair Labor Standards Act, the New York Wage & Hour
Law, the Employee Retirement Income Security Act ("ERISA"), and, all other
federal, state, and local laws regarding wages, compensation, and benefits, and
all claims related, directly or indirectly, to documents entitled (a) "Handy &
Harman Restated Executive Post-Retirement Life Insurance Program," dated August
1, 1998, and (b) "Handy & Harman Supplemental Executive Retirement Plan (As
Amended and Restated as of August 1,1998)" (as well as any representations made
about these documents or the benefits they purportedly would provide), as these
plans never were approved by the H&H or WHX Corporation Boards of Directors and
never properly were in effect.

         4. Employee also waives and releases Releasees from and against any and
all claims arising from any and all facts presently or previously known to
Employee, including, but not limited to, all claims under Title VII of the Civil
Rights Act of 1964, 42 U.S.C. ss. 1981, the Age Discrimination in Employment Act
of 1967 ("ADEA") (29 U.S.C. ss. 626, as amended), the Americans with
Disabilities Act, the Sarbanes-Oxley Act of 2002, Article 15 of the Executive
Law of the State of New York (Human Rights Law), all other federal, state, and
local laws regarding labor and employment, and the laws of contract, estoppel,
and tort. The claims being waived under this Paragraph include, but are not
limited to, all claims presently or previously known to Employee with respect to
his/her Employment Agreement (in addition to the claims with respect to his/her
Employment Agreement already waived under Paragraph 3, above). To the extent
Employee has any claims under Title VII of the Civil Rights Act of 1964, the

                                       2



ADEA, the Americans with Disabilities Act, the Sarbanes-Oxley Act of 2002 or
Article 15 of the Executive Law of the State of New York that are based in
material part on facts not previously or presently known to Employee, nothing in
this Acknowledgement and Release (including but not limited to Paragraphs 3 and
4 hereof) shall be read to waive any damages Employee otherwise might seek with
respect to such claims.

         5. Employee covenants not to sue any of Releasees, in any forum, in
connection with any of the claims being waived and released in Paragraphs 3 and
4 of this Acknowledgment and Release. This covenant constitutes an agreement to
exercise forbearance from asserting certain claims which Employee otherwise
might raise. In the event Employee breaches the terms of this Paragraph 5,
Employee shall (a) immediately return any amounts paid to him/her under
Paragraph 2(a) of this Acknowledgment and Release; (b) make full restitution
with respect to all other items of benefit provided to him/her under this
Acknowledgment and Release; and (c) forfeit any remaining payments and benefits
that otherwise would be due under this Acknowledgment and Release. In the event
Employee sues any of Releasees despite the covenants in this Acknowledgement and
Release, the losing party in such proceeding shall pay any and all attorneys'
fees and costs incurred by the prevailing party if the court concludes that the
losing party's position was without reasonable merit.

         6. Employee does not waive, and rather reserves (a) except as otherwise
provided in Paragraphs 3 and 4 of this Acknowledgment and Release, all rights
under Employee's Employment Agreement; (b) except as otherwise provided in
Paragraphs 3 and 4 of this Acknowledgment and Release, all of Employee's rights
under the H&H Supplemental Executive Retirement Plan, as amended and restated
January 1, 1998, and the Handy & Harman Executive Post-Retirement Life Insurance
Program, dated February 1, 1995; (c) all of Employee's rights under the Handy &
Harman Pension Program of the WHX Pension Plan and Handy & Harman 401(k) plan;
and (d) all of Employee's rights under this Acknowledgment and Release. Suit
hereunder shall be brought in any court of competent jurisdiction in the State
of New York.

         7. This Acknowledgement and Release sets forth the entire agreement
between Employee, H&H, and Releasees concerning the subject matter hereof. The
parties acknowledge that they have not relied upon any representations or
statements not set forth in this Acknowledgement and Release. This
Acknowledgement and Release does not represent an admission of liability or
finding of wrongdoing by Employee, H&H, or any of Releasees.

         8. The provisions of this Acknowledge and Release shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the validity or unenforceability of the other provisions
hereof.

         9. This Acknowledgement and Release will be deemed binding and
effective immediately upon its execution by the Employee; provided, however,
that in accordance with the Age Discrimination in Employment Act of 1967
("ADEA") (29 U.S.C. ss. 626, as amended), Employee's waiver of ADEA claims under
this Acknowledgment and Release is subject to the following: Employee may
consider the terms of his/her waiver of claims under the ADEA for twenty-one
(21) days before signing it and may consult legal counsel if Employee so
desires. Employee may revoke his/her waiver of claims under the ADEA within
seven (7) days of the day he/she executes this Acknowledgment and Release.
Employee's waiver of claims under the ADEA will not become effective until the


                                       3


eighth (8th) day following Employee's signing of this Acknowledgement and
Release. Employee may revoke his/her waiver of ADEA claims under this
Acknowledgement and Release by delivering written notice of his/her revocation
VIA FACSIMILE before the end of the seventh (7th) day following Employee's
signing of this Acknowledgement and Release to: Handy & Harman, 555 Theodore
Fremd Avenue, Rye, New York 10570, Attn: Pete Marciniak (Tel.: (914) 925-4430).
In the event that Employee revokes his/her waiver of ADEA claims under this
Acknowledgement and Release prior to the eighth (8th) day after signing it, the
remaining portions of this Acknowledgment and Release shall remain in full force
in effect, provided that the obligation of H&H to provide the payments and
benefits set forth in Paragraphs 2(a) and 2(b) of this Acknowledgment and
Release shall be null and void and the consideration under Paragraph 2(c) will
constitute full and adequate consideration for Employee's remaining covenants
under this Acknowledgment and Release. Employee further understands that if
Employee does not revoke the ADEA waiver in this Acknowledgement and Release
within seven (7) days after signing this Acknowledgment and Release, his/her
waiver of ADEA claims will be final, binding, enforceable, and irrevocable.
EMPLOYEE UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS/HER WAIVER OF CLAIMS
UNDER THE ADEA, THIS ACKNOWLEDGMENT AND RELEASE WILL BE FINAL, EFFECTIVE,
BINDING, AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.

         10. Employee acknowledges that he/she has had an opportunity to
consider fully the terms and conditions of this acknowledgement and release;
that he/she has carefully read this acknowledgement and release in its entirety;
that he/she has had an adequate and reasonable opportunity to consult with
independent counsel of Employee's choosing and has had answered to his/her
satisfaction all questions Employee had regarding this acknowledgement and
release; that Employee fully understands all the terms and conditions of this
acknowledgement and release and their significance; that Employee knowingly and
voluntarily assents to, and intends to be bound by, all the terms and conditions
contained herein; and that Employee is signing this acknowledgement and release
voluntarily and of Employee's own free will.

AGREED TO:

/s/ Daniel P. Murphy                            /s/
- ----------------------                          ------------------------
Daniel P. Murphy                                Handy & Harman


11/10/05                                        11/10/05
- ----------------------                          ------------------------
Date                                            Date



                                       4

EX-10.2

                                                                    Exhibit 10.2

                           ACKNOWLEDGEMENT AND RELEASE

         This Acknowledgment and Release hereby is entered into by Robert K.
Hynes ("Employee") on one hand and WHX Corporation, Handy & Harman, and their
subsidiaries and affiliates (collectively, "the Company") on the other hand:

         WHEREAS, Handy & Harman is a wholly-owned subsidiary of WHX Corporation;

         WHEREAS, the U.S. Bankruptcy Court for the Southern District of New
York recently confirmed WHX Corporation's Chapter 11 plan of reorganization,
which was consummated July 29, 2005, thus permitting WHX Corporation to emerge
from bankruptcy; and

         WHEREAS, the Company wishes to encourage various executives to remain
with the Company in the period after WHX's emergence from bankruptcy as
described herein;

         NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:

         1. Employee agrees to use his/her best efforts to remain an employee in
good standing with the Company through at least March 31, 2006.

         2. So long as Employee does not resign from the Company before March
31, 2006, except in accordance with Paragraph 9 of his/her Employment Agreement,
a copy of which is attached hereto as Exhibit A (Employee's "Employment
Agreement"), and is not terminated under Paragraph 7(a) of Employee's Employment
Agreement before that date, the Company shall provide the following payments for
the benefit of Employee. Employee acknowledges that but for the terms of this
Acknowledgment and Release, Employee would not be entitled to the additional
payments and benefits provided in this Paragraph 2. All references to Employee's
Employment Agreement shall mean such agreement as in effect on the date hereof
or a succeeding employment agreement in effect from time to time, and if a
succeeding employment agreement is in effect, the references to section 7(a) and
9 of the Employment Agreement shall be deemed to refer to the corresponding
provisions (regarding "cause" for termination and "good reason" for resignation,
respectively) of the succeeding employment agreement.

                  (a) Employee shall receive a cash bonus of $250,000, less
applicable tax withholding obligations and payroll deductions, payable as
follows: (1) half of this amount (50%) shall be due within ten (10) days of the
Employee's Execution of this Acknowledgement and Release; (ii) twenty-five
percent (25%) of this amount shall be payable on the later of January 2, 2006 or
the date on which each of WHX Corporation's Form 10-K for 2004 and Form 10-Qs
for March 31, 2005, June 30, 2005, and September 30, 2005 are filed with the
Securities and Exchange Commission and its Year 2006 Budget is finalized; and
(iii) the remaining twenty-five percent (25%) shall be payable upon the filing
of WHX Corporation's Form 10-K for 2005; provided however, that if Employee
resigns from the Company without Good Reason (as defined in Paragraph 9 of
his/her Employment Agreement) prior to March 31, 2006, or is terminated under
Paragraph 7(a) of his/her Employment Agreement prior to that date, Employee
shall repay these amounts to the Company within ten (10) days of such
resignation or termination and shall not receive any further payments under this
Paragraph 2(a).

                  (b) The Company will amend the life insurance levels provided
in the Handy & Harman Executive Post-Retirement Life Insurance Program, dated
February 1, 1995, attached hereto as Exhibit B (which provides variable


                                       1


appreciable life insurance in an amount equal to four (4) times the Employee's
annual base salary as in effect from time to time ("Annual Base Salary") and
adjustable life insurance in an amount equal to two (2) times the Employee's
Annual Base Salary), to provide (i) variable appreciable life insurance in a
total amount equal to seven (7) times the Employee's Annual Base Salary and (ii)
adjustable life insurance in a total amount of three and one-half (31/2) times
the Employee's Annual Base Salary. All terms and conditions of the life
insurance provided by this Acknowledgment and Release will be governed in
accordance with the terms of plan attached as Exhibit B, as modified to reflect
the benefit levels indicated in this Paragraph 2(b); provided that, if Employee
resigns from the Company, other than in accordance with Paragraph 9 of his/her
Employment Agreement prior to March 31, 2006, or is terminated under Paragraph
7(a) of his/her Employment Agreement prior to that date, the Company shall be
entitled to recoup from Employee any and all premium amounts it has paid for
life insurance pursuant to this Paragraph 2(b).

                  (c) Employee shall receive 25,000 options (the "Options") to
purchase WHX Corporation common stock, pursuant to the draft 2005 WHX
Corporation Incentive Stock Plan, a copy of which is attached hereto as Exhibit
C. Such Options shall be made available to Employee as soon as practicable after
March 31, 2006 (unless provided earlier, in the sole discretion of the WHX Board
of Directors, but in no event earlier than WHX Corporation's receipt of
shareholder approval for its 2005 Stock Incentive Plan and files a Registration
Statement on Form S-8 registering the securities to be issued thereunder), and
if such approval and registration is not obtained on or prior to June 30, 2006,
then Employee shall be issued either (i) 25,000 "phantom" stock options in lieu
of such Options, with such "phantom" stock options to have the same strike price
and vesting provisions as the Options would have had if granted on June 30, 2006
had the WHX Corporation Incentive Stock Plan been approved by the WHX
shareholders as of that date, or (ii) other consideration of reasonably
equivalent value as determined by the WHX Board of Directors in its sole
discretion.

         3. In exchange for the consideration in Paragraph 2, which Employee
acknowledges is fair and sufficient, Employee hereby releases any and all claims
that Employee had, has, or might have against Handy & Harman or WHX Corporation
and their respective officers, directors, affiliates, parents, subsidiaries,
owners, employees, agents, benefit plans, plan fiduciaries, and representatives
(collectively "Releasees"), whether these claims are known to Employee or
unknown to Employee, from the beginning of the world to the date of this
Acknowledgment and Release, with respect to any wages, compensation, employee
benefits, retirement and welfare benefits, bonuses, distributions, restitution,
or other items of benefit from any of Releasees, including but not limited to
any and all claims under the Fair Labor Standards Act, the New York Wage & Hour
Law, the Employee Retirement Income Security Act ("ERISA"), and, all other
federal, state, and local laws regarding wages, compensation, and benefits, and
all claims related, directly or indirectly, to documents entitled (a) "Handy &
Harman Restated Executive Post-Retirement Life Insurance Program," dated August
1, 1998, and (b) "Handy & Harman Supplemental Executive Retirement Plan (As
Amended and Restated as of August 1, 1998)" (as well as any representations made
about these documents or the benefits they purportedly would provide), as these
plans never were approved by the Handy & Harman or WHX Corporation Boards of
Directors and never properly were in effect.

         4. Employee also waives and releases Releasees from and against any and
all claims arising from any and all facts presently or previously known to
Employee, including, but not limited to, all claims under Title VII of the Civil
Rights Act of 1964, 42 U.S.C. ss. 1981, the Age Discrimination in Employment Act


                                       2


of 1967 ("ADEA") (29 U.S.C. ss. 626, as amended), the Americans with
Disabilities Act, the Sarbanes-Oxley Act of 2002, Article 15 of the Executive
Law of the State of New York (Human Rights Law), all other federal, state, and
local laws regarding labor and employment, and the laws of contract, estoppel,
and tort. The claims being waived under this Paragraph include, but are not
limited to, all claims presently or previously known to Employee with respect to
his/her Employment Agreement (in addition to the claims with respect to his/her
Employment Agreement already waived under Paragraph 3, above). To the extent
Employee has any claims under Title VII of the Civil Rights Act of 1964, the
ADEA, the Americans with Disabilities Act, the Sarbanes-Oxley Act of 2002, or
Article 15 of the Executive Law of the State of New York that are based in
material part on facts not previously or presently known to Employee, nothing in
this Acknowledgement and Release (including but not limited to Paragraphs 3 and
4 hereof) shall be read to waive any damages Employee otherwise might seek with
respect to such claims.

         5. Employee covenants not to sue any of Releasees, in any forum, in
connection with any of the claims being waived and released in Paragraphs 3 and
4 of this Acknowledgment and Release. This covenant constitutes an agreement to
exercise forbearance from asserting certain claims which Employee otherwise
might raise. In the event Employee breaches the terms of this Paragraph 5,
Employee shall (a) immediately return any amounts paid to him/her under
Paragraph 2(a) of this Acknowledgment and Release; (b) make full restitution
with respect to all other items of benefit provided to him/her under this
Acknowledgment and Release; and (c) forfeit any remaining payments and benefits
that otherwise would be due under this Acknowledgment and Release. In the event
Employee sues any of Releasees despite the covenants in this Acknowledgement and
Release, the losing party in such proceeding shall pay any and all attorneys'
fees and costs incurred by the prevailing party if the court concludes that the
losing party's position was without reasonable merit.

         6. Employee does not waive, and rather reserves (a) except as otherwise
provided in Paragraphs 3 and 4 of this Acknowledgment and Release, all rights
under Employee's Employment Agreement; (b) except as otherwise provided in
Paragraphs 3 and 4 of this Acknowledgment and Release, all of Employee's rights
under the Handy & Harman Supplemental Executive Retirement Plan, as amended and
restated January 1, 1998, and the Handy & Harman Executive Post-Retirement Life
Insurance Program, dated February 1, 1995; (c) all of Employee's rights under
the Handy & Harman Pension Program of the WHX Pension Plan and Handy & Harman
401(k) plan; and (d) all of Employee's rights under this Acknowledgment and
Release. Suit hereunder shall be brought in any court of competent jurisdiction
in the State of New York.

         7. This Acknowledgement and Release sets forth the entire agreement
between Employee, the Company, and Releasees concerning the subject matter
hereof. The parties acknowledge that they have not relied upon any
representations or statements not set forth in this Acknowledgement and Release.
This Acknowledgement and Release does not represent an admission of liability or
finding of wrongdoing by Employee, the Company, or any of Releasees.

         8. The provisions of this Acknowledge and Release shall be deemed
severable, and the invalidity or unenforceability of any provision shall not
affect or impair the validity or unenforceability of the other provisions
hereof.

                                       3


         9. This Acknowledgement and Release will be deemed binding and
effective immediately upon its execution by the Employee; provided, however,
that in accordance with the Age Discrimination in Employment Act of 1967
("ADEA") (29 U.S.C. ss. 626, as amended), Employee's waiver of ADEA claims under
this Acknowledgment and Release is subject to the following: Employee may
consider the terms of his/her waiver of claims under the ADEA for twenty-one
(21) days before signing it and may consult legal counsel if Employee so
desires. Employee may revoke his/her waiver of claims under the ADEA within
seven (7) days of the day he/she executes this Acknowledgment and Release.
Employee's waiver of claims under the ADEA will not become effective until the
eighth (8th) day following Employee's signing of this Acknowledgement and
Release. Employee may revoke his/her waiver of ADEA claims under this
Acknowledgement and Release by delivering written notice of his/her revocation
VIA FACSIMILE, before the end of the seventh (7th) day following Employee's
signing of this Acknowledgement and Release to: Handy & Harman, 555 Theodore
Fremd Avenue, Rye, New York 10570, Attn: Pete Marciniak (Tel.: (914) 925-4430).
In the event that Employee revokes his/her waiver of ADEA claims under this
Acknowledgement and Release prior to the eighth (8th) day after signing it, the
remaining portions of this Acknowledgment and Release shall remain in full force
in effect, provided that the obligation of the Company to provide the payments
and benefits set forth in Paragraphs 2(a) and 2(b) of this Acknowledgment and
Release shall be null and void and the consideration under Paragraph 2(c) will
constitute full and adequate consideration for Employee's remaining covenants
under this Acknowledgment and Release. Employee further understands that if
Employee does not revoke the ADEA waiver in this Acknowledgement and Release
within seven (7) days after signing this Acknowledgment and Release, his/her
waiver of ADEA claims will be final, binding, enforceable, and irrevocable.
EMPLOYEE UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS/HER WAIVER OF CLAIMS
UNDER THE ADEA, THIS ACKNOWLEDGMENT AND RELEASE WILL BE FINAL, EFFECTIVE,
BINDING, AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.

         10. Employee acknowledges that he/she has had an opportunity to
consider fully the terms and conditions of this acknowledgement and release;
that he/she has carefully read this acknowledgement and release in its entirety;
that he/she has had an adequate and reasonable opportunity to consult with
independent counsel of Employee's choosing and has had answered to his/her
satisfaction all questions Employee had regarding this acknowledgement and
release; that Employee fully understands all the terms and conditions of this
acknowledgement and release and their significance; that Employee knowingly and
voluntarily assents to, and intends to be bound by, all the terms and conditions
contained herein; and that Employee is signing this acknowledgement and release
voluntarily and of Employee's own free will.

AGREED TO:

/s/ Robert K. Hynes                            /s/ Glen Kassan
- ------------------------                       --------------------------
Robert K. Hynes                                WHX Corporation

11/10/05                                       11/14/05
- ------------------------                       --------------------------
Date                                           Date

                                       4