WHX Corporation Supplemental Executive Retirement Plan (Effective February 1, 2004)

 EXHIBIT 10.5 WHX CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective February 1, 2004  WHX CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN INDEX SECTION PAGE Section 1. Purpose of Plan....................................................1 Section 2. Definitions........................................................1 Section 3. Eligibility and Vesting............................................4 Section 4. Supplemental Plan Benefit..........................................5 Section 5. Early Retirement...................................................5 Section 6. Postponed Retirement...............................................5 Section 7. Settlement Election................................................6 Section 8. Time and Manner of Payment.........................................6 Section 9. Liability for Payment..............................................6 Section 10. Pre-Retirement Spouse's Benefit...................................6 Section 11. Disability........................................................6 Section 12. Forfeitures.......................................................7 Section 13. Adoption/Withdrawal by Participating Company......................7 Section 14. Administration of the Plan........................................7 Section 15. Claims Procedure..................................................8 Section 16. Amendment or Termination..........................................9 Section 17. Compliance with Section 409A of the Code.........................10 Section 18. Miscellaneous....................................................10 2  WHX CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Effective February 1, 2004 Section 1. PURPOSE OF PLAN The WHX Corporation Supplemental Executive Retirement Plan provides supplemental pension benefits for certain management and highly compensated employees of the Company. The Plan is adopted for the purpose of providing consistent and competitive benefits among such employees at an established normal retirement age and of facilitating succession planning for the Company. Section 2. DEFINITIONS When used herein, the words and phrases defined hereinafter shall have the following meaning unless a different meaning is clearly required by the context. Other than terms specifically defined herein, capitalized terms used in the Plan shall refer to the same or substantially equivalent terms defined in the Retirement Plan. Masculine pronouns include feminine pronouns wherever used and vice versa. 2.1 Actual Pension Plan Benefit" shall mean the amount of the monthly benefit in fact payable to the Participant or his Beneficiary under the Retirement Plan. 2.2 "Actuarial Equivalent" or "Actuarially Equivalent" means a benefit of equivalent value when computed on the basis of the factors and interest rates provided under the Retirement Plan. 2.3 "Beneficiary" (a) The term "Beneficiary" shall mean the person who is entitled to receive part or all of a pension or other benefit payable with respect to the Participant under a Retirement Plan. (b) Notwithstanding the foregoing, each Participant may at any time and from time to time, change his Beneficiary hereunder without the consent of any existing Beneficiary or any other person. Therefore, the Beneficiary under the Plan need not be the same as the Beneficiary under the Retirement Plan. The change of a Beneficiary under the Plan may be made, and may be revoked, only by an instrument (in form acceptable to the Company) signed by the Participant and filed with the Committee prior to the Participant's death. If two (2) or more persons designated as a Participant's Beneficiary are in existence, the amount of any payment to the Beneficiary under the Plan shall be divided equally among such persons unless the Participant's designation specifically provided to the contrary.  (c) In states with community property laws, a Participant may designate someone other than his spouse as his Beneficiary hereunder to the extent of such spouse's community property interest in the Supplemental Plan Benefits, or revoke or change his Beneficiary designation hereunder to such extent, only with the consent of his spouse. To the extent necessary, the provisions of this Section 2.3(c) shall apply to each person who is or was a spouse of a Participant regardless of whether the Participant and such person are married at the applicable time. Notwithstanding the foregoing, however, a Participant's present or former spouse shall have no greater rights under the Plan than such spouse has pursuant to the applicable state community property laws. 2.4 "Board of Directors" means the Board of Directors of the Company. 2.5 "Change of Control" means: (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Company to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"), (ii) the merger, consolidation or other business combination of the Company with or into another corporation with the effect that the shareholders of the Company, as the case may be, immediately following the merger, consolidation or other business combination, hold fifty percent (50%) or less of the combined voting power of the then outstanding securities of the surviving corporation of such merger, consolidation or other business combination ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors, (iii) the replacement of at least fifty percent (50%) of the Board of Directors over any period of two (2) years or less, as compared to the directors who constituted the Board of Directors at the beginning of such period, and such replacement(s) shall not have been approved by a majority of the Board of Directors as constituted at the beginning of such period, or (iv) a person or Group of Persons shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of such corporation ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors. 2.6 "Cause" means the Participant engaging in: (a) criminal dishonesty, (b) deliberate and continual refusal to perform employment duties on substantially a full-time basis, (c) deliberate and continual refusal to act in accordance with any specific instructions of a majority of the Board of Directors, (d) disclosure of confidential information or trade secrets concerning the Company without the Company's consent or (e) deliberate misconduct which could be materially damaging to the Company without reasonable good faith belief by the Participant that such conduct was in the best interest of the Company. 2.7 "Chief Executive Officer" means the Chief Executive Officer of WHX. 2.8 "Code" means the Internal Revenue Code of 1986, as it may be amended from time to time. 2  2.9 "Code Limitations" means the limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto, on the amount of the benefits which may be payable to a Participant from the Retirement Plan. 2.10 "Committee" means the Compensation Committee of the Board of Directors. 2.11 "Company" means WHX and its Related Companies, and any successor to any of such companies if such successor be the Company or a Related Company. 2.12 "Early Retirement Eligibility Date" means the date a Participant will have both completed at least five (5) years of Service and attained age fifty-five (55). 2.13 "Earnings" has the same meaning as under the Retirement Plan, except that Earnings (a) shall not be subject to the dollar limitation imposed by Section 401(a)(17), and (b) shall be deemed to include the amount of compensation deferred by a Participant under any qualified cash or deferred arrangement under Section 401(k) of the Code, any deferrals under Section 125 of the Code, any contributions under Section 223 of the Code, and any non-qualified deferred compensation plan, in each case sponsored by the Company. 2.14 "Effective Date" means February 1, 2004. 2.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 2.16 "Handy & Harman" means Handy & Harman and any successor thereto. 2.17 "Normal Retirement Age" means age sixty-five (65). 2.18 "Participant" means an employee of a Participating Company (a) who is either a highly compensated or a management employee, (b) who is a participant in the Retirement Plan, and (c) who is designated a Participant by the Committee. 2.19 "Participating Company" means WHX, and any other Related Company which is designated by the Board of Directors as a Participating Company in the Plan. 2.20 "Participation Agreement" means a separate agreement, if any, between the Company and a Participant that sets out additional terms and conditions relating to benefits under the Plan. 2.21 "Plan" means the WHX Corporation Supplemental Executive Retirement Plan, as set forth herein or as may be hereafter amended. 2.22 "Plan Year" means the twelve (12) month period from January 1 through December 31. 2.23 "Related Company" means WHX and any corporation, partnership, proprietorship or other employing entity which is a member of a controlled group or affiliated service group or other affiliated group of employers (within the 3  meaning of ERISA ss.4001(b) and Code ss.414(b), (c), (m) and (o)) with WHX. Related Company also means any other subsidiary, joint venture, affiliate or related corporation of WHX, which is designated as a Related Company by the Board of Directors. For purposes of the Plan, WPN Corporation shall be considered a Related Company. 2.24 "Retirement Plan" means that tax-qualified defined benefit pension plan sponsored by the Company, and any other Participating Company or any successor thereof in which the Participant is an active participant on the day immediately preceding his termination of employment, together with any other non-qualified retirement plans of the Company which provide benefits solely in excess of the Code Limitations or primarily to highly compensated and managerial employees to the extent that such plans provide defined benefit pension benefits. 2.25 "Service" means all service with the Company or any Related Company recognized for vesting purposes under the Retirement Plan applicable to the particular Participant. 2.26 "Specified Employee" means an employee (up to a maximum of fifty (50) individuals) who, at any time during the Plan Year, is an officer of the Company and a "key employee" within the meaning of Code ss.409A. 2.27 "Supplemental Plan Benefit(s)" means the annual benefit payable to a Participant under Section 4 of the Plan. 2.28 "WHX" means WHX Corporation and any successor thereto. Section 3. ELIGIBILITY AND VESTING (a) Eligibility to participate in the Plan is restricted to employees of a Participating Company who are designated by the Committee. Participation may be effected by a separate Participation Agreement executed by the Participant and a duly authorized officer of the Company. (b) Except as otherwise provided in a Participation Agreement or in Section 18(f), a Participant will be entitled to receive and will vest in a benefit under the Plan when he: (i) has completed at least five (5) years of Service with the Company, and (ii) retires directly from active or inactive payroll status with the Company on or after his Early Retirement Eligibility Date, unless (A) the Committee approves in a Participation Agreement or in another writing a different retirement age or, (B) his employment is involuntarily terminated under an agreement providing for compensation continuance, which ceases no earlier than the Participant's attainment of age fifty-five (55). 4  Section 4. SUPPLEMENTAL PLAN BENEFIT (a) Each Participant whose benefits under the Retirement Plan payable on or after the Effective Date are reduced due to the Code Limitations shall be entitled to a Supplemental Plan Benefit, which shall be determined as hereinafter provided. (b) The Supplemental Plan Benefit shall be a lump sum that is Actuarially Equivalent to a benefit equal to the difference between (a) the amount of the monthly benefit payable to the Participant or his Beneficiary under the Retirement Plan, determined under the Retirement Plan as in effect on the date of the Participant's termination of employment with a Participating Company but calculated as if (i) the Retirement Plan did not contain the Code Limitations and (ii) the definition of "Earnings" contained in Section 2.13 hereof were substituted for the definition of Earnings under the Retirement Plan, and (b) the amount of the Actual Pension Plan Benefit. (c) The Supplemental Plan Benefit shall be payable to the Participant in a lump sum. (d) In the event that any portion of a Participant's benefit under the Retirement Plan is allocated to an alternate payee pursuant to the terms of a qualified domestic relations order, the Participant's Supplemental Plan Benefit hereunder shall be calculated without taking into account such allocation. In no event may an alternate payee receive a distribution or an allocation of any portion of a Supplemental Plan Benefit hereunder. (e) To the extent required by applicable law, the Company shall withhold from a Participant's Supplemental Plan Benefit any taxes required to be withheld therefrom by any federal, state or local government. Section 5. EARLY RETIREMENT (a) A Participant who retires on or after his Early Retirement Eligibility Date, but prior to his Normal Retirement Age, and whose benefits are not otherwise forfeited pursuant to Section 12 of the Plan will be entitled to receive a Supplemental Plan Benefit which shall be Actuarially Equivalent to the Participant's Supplemental Plan Benefit determined as of the date that the Participant retires. (b) The Supplemental Plan Benefit payable under this Section 5 shall be paid in a lump sum. Section 6. POSTPONED RETIREMENT A Participant whose retirement is postponed beyond his Normal Retirement Age may not receive a Supplemental Plan Benefit until the first day of the month next following his actual retirement date. The Supplemental Plan Benefit payable to such Participant will be computed in accordance with the terms of the Retirement Plan and this Plan and will include the Participant's Service subsequent to his Normal Retirement Age; provided that the Participant's Supplemental Plan Benefit under this Section 6 will be no less than the Actuarial Equivalent of the Supplemental Plan Benefit calculated as of the Participant's Normal Retirement Date. 5  Section 7. SETTLEMENT ELECTION The benefit payable under the Plan shall be paid in the form of a single lump sum in accordance with Section 4(b) of the Plan. Section 8. TIME AND MANNER OF PAYMENT (a) A Participant's (or Beneficiary's) Supplemental Plan Benefit shall be paid at the time and under the conditions set forth in the Participant's Participation Agreement. (b) Notwithstanding any provision of the Plan to the contrary, the payment of the Supplemental Plan Benefit to a Participant who is a Specified Employee shall not be made before the date which is at least six (6) months after the date of such Participant's separation from service with a Participating Company (or, if earlier, the date of death of such Participant). (c) Notwithstanding the foregoing, if the present value of a Participant's or Beneficiary's Supplemental Plan Benefit hereunder at the time of the Participant's termination of employment with a Participating Company is $5,000 or less, such Supplemental Plan Benefit shall be paid as soon as practicable following such termination in a lump sum that is the Actuarial Equivalent of such Supplemental Plan Benefit. Section 9. LIABILITY FOR PAYMENT WHX and Handy & Harman shall be jointly and severally liable for the payment of the Supplemental Plan Benefit to a Participant and/or his Beneficiary. Section 10. PRE-RETIREMENT SPOUSE'S BENEFIT If the Participant dies, having completed at least five (5) years of Service, on or after his 55th birthday and prior to his retirement, his surviving spouse, if any, will be paid a lump sum which is Actuarially Equivalent to the amount she would have received if the Participant had retired the day prior to his death and had elected to receive his Supplemental Plan Benefit in the form of a fifty percent (50%) joint and survivor annuity. If the Participant (who has completed at least five (5) years of Service as of his date of death) dies during salary continuation provided under an agreement with the Company, the calculation of the amount of benefit provided under this Section 10 will include Service from the date of death to the date the Participant would have completed such salary continuation. Section 11. DISABILITY If the Participant is receiving benefit payments under the any long-term disability plan sponsored by the Company, the Supplemental Plan Benefit when payable shall be reduced (in addition to any other reductions or offsets under the Plan) by the Actuarially Equivalent amount of any such past and future disability benefits. 6  Section 12. FORFEITURES (a) A Participant forfeits any right to benefits under the Plan if he, without the written consent of the Committee, (i) terminates employment prior to his Early Retirement Eligibility Date, unless due to such termination he is entitled to disability benefits or compensation continuance under an Employment Agreement or Company severance program, or (iii) is involuntarily terminated for Cause. (b) Any Supplemental Plan Benefit shall not be paid to any Participant who discloses confidential information or trade secrets concerning the Company without the Company's consent, or engages in any activity that is materially damaging to the Company. Any forfeiture of benefits under this Section 12(b) must be approved by the Committee. Section 13. ADOPTION/WITHDRAWAL BY PARTICIPATING COMPANY (a) Any entity may, with the consent of the Committee, adopt the Plan and thereby become a Participating Company hereunder by executing an instrument evidencing such adoption and filing a copy thereof with the Committee. By this adoption of the Plan, Participating Companies (other than WHX) shall be deemed to consent to actions taken by WHX in entering into any arrangements for the purpose of providing benefits under the Plan, and to authorize WHX and/or the Committee on behalf of WHX to take any actions within the authority of WHX under the terms of the Plan. (b) Notwithstanding the foregoing, any Participating Company that adopts the Plan and thereafter (i) ceases to exist or (ii) withdraws or is eliminated from the Plan, it shall not thereafter be considered a Participating Company thereunder and the employees of such Participating Company shall no longer be eligible to participate in the Plan. Any Participating Company (other than WHX) which adopts the Plan may elect separately to withdraw from the Plan and such withdrawal shall constitute a termination of the Plan as to it; provided, however, that in the event Handy & Harman terminates its participation in the Plan, Handy & Harman shall remain jointly and severally liable for the accrual and payment of each Supplemental Plan Benefit to a Participant and/or his Beneficiary accrued through the effective date of Handy & Harman's termination of participation in the Plan, calculated as if each Participant in the Plan terminated employment on such date. Any such withdrawal and termination shall be expressed in an instrument executed by a duly authorized officer of the terminating Participating Company and shall become effective as of the date designated in such instrument or, if no date is specified, on the date of its execution. Section 14. ADMINISTRATION OF THE PLAN (a) IN GENERAL: The Committee shall be responsible for the general administration of the Plan and for carrying out the provisions hereof and, for purposes of ERISA, the Company shall be the plan sponsor and the plan administrator. Except as otherwise expressly provided herein, the Committee shall have sole and absolute discretion (i) to interpret the provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), (ii) to make actual findings with respect to any issue arising under the Plan, (iii) to determine the rights and status under the Plan of 7  Participants, Beneficiaries and other persons, (iv) to decide disputes arising under the Plan and to make determinations and findings (including factual findings) with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the purposes of the Plan. (b) SPECIFIC AUTHORITY: In furtherance thereof, but without limiting the contents of this Section 14, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the Plan (as interpreted, to the extent necessary, by the Committee): (i) to resolve all questions (including factual questions) arising under the Plan as to any individual's entitlement to become a Participant, (ii) to determine the Supplemental Plan Benefit, if any, payable with respect to any Participant under the Plan (including, to the extent necessary, making any factual findings with respect thereto), (iii) to conduct the claims and review procedure to the extent specified in this Section 14, and (iv) to amend or terminate the Plan as further described in Section 16. All decisions of the Committee as to the facts of any case and the application thereof to any case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretive matter or other determination or question related to the Plan shall be final and binding on all parties affected thereby, subject to the provisions of this Section 14. (c) DELEGATION OF DUTIES: The Committee may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of a Supplemental Plan Benefit to a named administrator or administrators. (d) REGULATIONS: The Committee will promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the terms and conditions of the Plan; provided, however, that no rule, regulation or interpretation will be contrary to the provisions of the Plan. Section 15. CLAIMS PROCEDURE (a) Except as otherwise provided in the Plan, the Committee will determine the rights of any Participant to any Severance Compensation hereunder. Any employee or former employee of the Company who believes that he has not received any benefit under the Plan to which he believes he is entitled, may file a claim in writing with the Committee. The Committee will, no later than ninety (90) days after the receipt of a claim, either allow or deny the claim by written notice to the claimant; provided, however, that if the Committee determines that special circumstances require an extension of time for processing of an employee's claim, the Committee will provide written notice of the extension to the employee within such ninety (90)-day period. In no event will the extension of time to process the claim exceed a period of ninety (90) days from the end of the initial ninety (90)-day review period. If a claimant does not receive written notice of the Committee's decision on his claim within the first ninety (90)-day review period (or the one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Committee), the claim will be deemed to have been denied in full. 8  (b) A denial of a claim by the Committee, wholly or partially, will be written in a manner calculated to be understood by the claimant and will include: (i) the specific reason or reasons for the adverse determination; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the claim review procedure and the time limits applicable to such procedures, including a statement of a claimant's right to bring a civil action under ERISA following an adverse benefit determination on review. (c) A claimant whose claim is denied (or his duly authorized representative) may, within sixty (60) days after receipt of denial of his claim, request a review of such denial by the Committee by filing with the Secretary of the Committee a written request for review of his claim. If the claimant does not file a request for review with the Committee within such sixty (60)-day period, the claimant will be deemed to have acquiesced in the original decision of the Committee on his claim. If a written request for review is so filed within such sixty (60)-day period, the Committee will conduct a full and fair review of such claim. During such full review, the claimant will be given the opportunity to, upon request and free of charge, obtain reasonable access to and copies of all documents, records and other information that are pertinent to his claim and to submit issues and comments in writing. The Committee will notify the claimant of its decision on review within sixty (60) days after receipt of a request for review; provided, however, that if the Committee determines that special circumstances require an extension of time for processing of an employee's claim, the Committee will provide written notice of the extension to the employee within such sixty (60)-day review period. In no event will the extension of time to process the claim exceed a period of sixty (60) days from the end of the initial sixty (60)-day review period. If a claimant does not receive written notice of the Committee's decision on his claim within the first sixty (60)-day review period (or the one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Committee), the claim will be deemed to have been denied on review. Notice of the decision on review will be in writing. Section 16. AMENDMENT OR TERMINATION (a) AMENDMENT. The Company hereby reserves the right to amend, at any time, any or all of the provisions of the Plan for all Participating Companies, without the consent of any other Participating Company or any Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by a duly authorized officer of the Company and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution. 9  (b) TERMINATION. The Board of Directors reserves the right to terminate the Plan at any time for any or all Participating Companies, without the consent of any other Participating Company or of any Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by a duly authorize officer of the Company and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. (c) EFFECT OF AMENDMENT AND TERMINATION. No amendment or termination of the Plan shall, without the consent of the Participant (or, in the case of his death, his Beneficiary), adversely affect the amount of the vested Supplemental Plan Benefit under the Plan of any Participant or Beneficiary as such Benefit exists on the date of such amendment or termination. Section 17. COMPLIANCE WITH SECTION 409A OF THE CODE The Plan is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. The Supplemental Plan Benefit shall be subject to Section 409A of the Code and shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of Treasury and the Internal Revenue Service with respect thereto (the "Guidance"). Any provision of the Plan that would cause the Supplemental Plan Benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Guidance). Section 18. MISCELLANEOUS (a) Nothing in the Plan shall be construed as giving any Participant the right to be retained in the Company's, or any Participating Company's, employ at all or for any specified period in any particular position, or any right to any payment whatsoever except to the extent provided for by the Plan or by any employment or other agreement. The Company expressly reserves the right to dismiss any Participant at any time. (b) The Plan is an unfunded, non-qualified plan and the entire cost of the Plan shall be paid from the general assets of one or more of the Participating Companies. No trust has been established for the Participants or Beneficiaries. No liability for the payment of benefits under the Plan shall be imposed upon any officer, director, employee, or stockholder of a Participating Company. Nothing contained herein creates a vested right or shall be deemed to create a lien in favor of any Participant or Beneficiary on any assets of any Participating Company. The Participating Companies shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Participating Companies for use in connection with the Plan and nothing herein shall be construed to require any Participating Company to maintain any fund or segregate any amount for the benefit of any Participant. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Participating Companies and shall have no right to, prior claim to, or security interest in, any assets of any Participating Company. Other benefits referred to herein may be funded or unfunded as provided for in the individual plans. 10  (c) The expenses of administering the Plan will be paid by the Company, unless the Company, in its sole and absolute discretion, directs the Participating Companies to pay some or all of the expenses. (d) No right or interest of a Participant or his Beneficiary under the Plan shall be anticipated, assigned (either at law or in equity) or alienated by the Participant or his Beneficiary, nor shall any such right or interest be subject to attachment, garnishment, levy, execution or other legal or equitable process or in any manner be liable for or subject to the debts of any Participant or Beneficiary. If any Participant or Beneficiary shall attempt to or shall alienate, sell, transfer, assign, pledge or otherwise encumber his benefits under the Plan or any part thereof, or if by reason of his bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him, then the Company may terminate his interest in any such benefit and hold or apply it to or for his benefit or the benefit of his spouse, children or other person or persons in fact dependent upon him, or any of them, in such a manner as the Company may deem proper; provided, however, that the provisions of this sentence shall not be applicable to the surviving spouse of any deceased Participant if the Company consents to such inapplicability, which consent shall not unreasonably be withheld. (e) As of the Effective Date, the Plan supersedes any other plan or agreement of enhanced retirement for which any Participant is eligible; provided, however, any excess benefit plan designed to provide benefits precluded by the Code Limitations from being provided under the Retirement Plan shall not be superseded by the Plan. (f) Upon a Change of Control, any Participant with whom the Company has entered into a Participation Agreement that so provides will be vested and entitled to payment as soon as reasonably practicable of his or her Supplemental Plan Benefit, calculated as of the effective date of the Change of Control as if the Participant terminated employment on the consummation of the Change of Control, without regard to any contrary provision herein other than Section 17 hereof; provided, however, that in order for payment of the Supplemental Plan Benefit to be made pursuant to this Section 18(f), the Change of Control must also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the Code and the Guidance. (g) The Plan shall be governed and construed in accordance with ERISA, the Code and other applicable federal law. To the extent not preempted by or inconsistent with federal law, the laws of the State of New York shall apply. If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if the provision had not been included. WHX CORPORATION By: /s/ Neil D. Arnold ----------------------------------- Its: Chairman 11  Agreed and Accepted: HANDY & HARMAN By: /s/ Daniel Murphy ----------------------------------- Its: President 12