AMENDMENT

                                    AMENDMENT

                  Amendment dated as of February 26, 1998 between Handy &
Xxxxxx, a New York corporation (the "Company"), and Xxxxxx X. Xxxxxxxx
("Executive").

                  WHEREAS, the Company and Executive are parties to an agreement
dated as of September 2, 1986 (the "Agreement"), providing for certain payments
to be made to Executive on a Change of Control (as defined in the Agreement) of
the Company;

                  WHEREAS, the Company and Executive desire to amend the
Agreement as hereinafter provided;

                  NOW THEREFORE, the Company and Executive agree that the
following shall be added as Section 15 of the Agreement:

               15. Arbitration: Certain Costs. Any dispute or controversy
          between Company and Executive, whether arising out of or relating to
          the Agreement, the breach of the Agreement, or otherwise, shall be
          settled by arbitration administered by the American Arbitration
          Association in accordance with its Commercial Rules then in effect and
          judgment on the award rendered by the arbitrator may be entered in any
          court having jurisdiction thereof. Such arbitration shall take place
          in the New York City metropolitan area. The arbitrator shall have the
          authority to award any remedy or relief that a court of competent
          jurisdiction could order or grant, including, without limitation, the
          issuance of an injunction. However, either party may, without
          inconsistency with this arbitration provision, apply to any court
          having jurisdiction over such dispute or controversy and seek interim
          provisional, injunctive or other equitable relief until the
          arbitration award is rendered or the controversy is otherwise
          resolved. Company shall reimburse Executive, upon demand, for all
          costs and expenses (including without limitation attorneys' fees)
          reasonably incurred by Executive in good faith in connection with this
          arbitration provision, including without limitation in connection with
          any such application undertaken by Executive in good faith, as well as
          for all such costs and expenses reasonably incurred by Executive in
          connection with entering and/or enforcing the award rendered by the
          arbitrator. Except as necessary in court proceedings to enforce this
          arbitration provision




         or an award rendered hereunder, or to obtain interim relief, neither a
         party nor an arbitrator may disclose the existence, content or results
         of any arbitration hereunder without the prior written consent of Com-
         pany.

                  IN WITNESS WHEREOF, the Company has caused this Amendment to
be duly executed and Executive has hereunto set his hand, as of the date first

set forth above.


                                HANDY & XXXXXX,

                                By: /s/ Xxxx X. Xxxxx
                                   -------------------------------------------
                                As its: Sr. Vice President and General Counsel

                                /s/ Xxxxxx X. Xxxxxxxx
                                ----------------------------------------------
                                Xxxxxx X. Xxxxxxxx