AMENDMENT NO. 4

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                                 AMENDMENT NO. 4

                                       TO

                              MANAGEMENT AGREEMENT




                  AMENDMENT  NO. 4 dated as of April 13, 1998 to the  Management
Agreement dated as of January 3, 1991, as amended by Amendment No. 1 dated as of
January 1, 1993, by Amendment  No. 2 dated as of April 11, 1994,  and as further
amended  by  Amendment  No.  3 dated  as of  April  1,  1996  (as  amended,  the
"Management  Agreement"),  each by and  between  WPN Corp.  ("WPN"),  a New York
corporation  having an office at 000 Xxxxxxx  Xxxxxx,  Xxxxx 0000, Xxx Xxxx, Xxx
Xxxx  00000-0000 and WHX Corporation  (the  "Company"),  a Delaware  corporation
having an office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,  pursuant to
its assumption of the Management Agreement from Wheeling-Pittsburgh  Corporation
("WPC") under the terms of the Contribution and Assumption Agreement dated as of
July 26, 1994 between WPC and the Company.

                              W I T N E S S E T H :

                  WHEREAS,  Handy & Xxxxxx ("H&H") is a wholly-owned  subsidiary
of the Company; and

                  WHEREAS,  H&H and the Company  have  entered into a Management
Agreement dated as of April 13, 1998 (the "H&H Management Agreement"),  pursuant
to which the  Company  has  caused  and will  continue  to cause WPN to  provide
certain management, advisory and consulting services to H&H and its subsidiaries
and 

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H&H has agreed to pay to the Company  $62,500 per month for an aggregate  annual
payment of $750,000; and

                  WHEREAS, in consideration for WPN's increased duties under the
H&H Management Agreement,  the parties wish to increase the compensation paid to
WPN under the terms of the Management Agreement as provided herein.

                  NOW,  THEREFORE,  the parties hereto,  intending to be legally
bound, hereby agree as follows:

                  1. Section 3.01 of the Management  Agreement is hereby amended
in its entirety effective as of April 13, 1998 to read as follows:

                        3.01 The  Company  shall  pay WPN a fixed
                  monthly  fee of  $520,833.33  in advance on the
                  first day of each month.

                  2. Except as modified  above,  the terms and conditions of the
Management  Agreement  are hereby  confirmed  and shall remain in full force and
effect.

                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Amendment No. 4 as of the date first above written.

                                           WPN CORP.


                                           By: /s/ Xxxxxx XxXxx
                                              --------------------------------
                                               Xxxxxx XxXxx, President


                                           WHX CORPORATION


                                           By:/s/ Xxxxxx Xxxxxx
                                              --------------------------------
                                              Xxxxxx Xxxxxx
                                              Vice President - General Counsel



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