0000106618-13-000010 Sample Contracts

FIRST AMENDMENT TO MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • April 2nd, 2013 • Handy & Harman Ltd. • Coating, engraving & allied services

This First Amendment to Management Services Agreement is dated as of March 27, 2013 and is between SP Corporate Services LLC (“SP Corporate”), a Delaware limited liability company having an office at 590 Madison Avenue, 32nd Floor, New York, New York 10022, and Handy & Harman Ltd., a Delaware corporation and Handy & Harman Group Ltd., a Delaware corporation (collectively, the “Company”), having an office at 1133 Westchester Avenue, Suite N-222, White Plains, New York 10604.

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Restricted Shares Agreement
Restricted Shares Agreement • April 2nd, 2013 • Handy & Harman Ltd. • Coating, engraving & allied services • New York

We are pleased to inform you that the Compensation Committee ("Committee") of Handy & Harman Ltd. ("Company") hereby grants you restricted shares of the Company's registered Common Stock, par value $0.01 per share ("Common Stock"), in accordance with the Company's 2007 Incentive Stock Plan (as amended December 9, 2010) ("Plan") and subject to the terms and conditions of this grant agreement ("Agreement").

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