<PAGE>   1
                           HANDY & HARMAN PENSION PLAN

               As Amended And Restated Effective December 1, 1989



         This is the Handy & Harman Pension Plan as amended and restated
         effective December 1, 1989 which unless otherwise expressly provided
         herein covers eligible employees of Handy & Harman and those of its
         Affiliated Corporations which have adopted the Plan for their eligible
         employees. The rights to benefits, if any, of employees who terminated
         employment prior to December 1, 1989 shall unless otherwise expressly
         provided herein be determined under the Plan, if any, as in effect for
         the employee at the date of his termination of employment. This amended
         and restated plan includes amendments to the plan as amended and
         restated effective December 1, 1984 through the twentieth amendment
         effective January 1, 1993. This plan includes amendments through the
         1994 Plan Year to comply with the provisions of the Tax Reform Act of
         1986 as amended and corresponding regulations.
<PAGE>   2
                           HANDY & HARMAN PENSION PLAN

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
<S>                        <C>
         Article 1         General Definitions

         Article 2         Provisions Relating To Participation

         Article 3         Definitions For Computation Of Accrued Benefit

         Article 4         Benefits For Participants, Their Surviving Spouses And
                                   Beneficiaries

         Article 5         Contributions

         Article 6         Pension Trust

         Article 7         Administration Of The Pension Plan

         Article 8         Amendments To The Pension Plan

         Article 9         Termination Of The Pension Plan

         Article 10        Temporary Limitation On Benefits For Highly-Paid Employees

         Article 11        Limitations On Benefits

         Article 12        Top-Heavy Provisions

         Article 13        Merger, Consolidation, Or Asset Or Liability Transfer

         Article 14        Miscellaneous Provisions
</TABLE>


This plan covers several Participating Companies of Handy & Harman. A list of
Participating Companies is included at the end of Article 1. This plan document
includes a separate Article 2, 3 and 4 for each Participating Company, with each
set noted by the letter designation included on the list of Participating
Companies. There is also an additional Article 3 and Article 4 which contains
provisions generally applicable to all Participating Companies.
<PAGE>   3
                           HANDY & HARMAN PENSION PLAN

                                    Article 1

                               GENERAL DEFINITIONS


     Wherever used in this document, the words and phrases defined in this
     Article 1 shall have the meanings stated in this Article 1 unless the
     context clearly indicates otherwise.


1.1  "Actuarial Equivalent" shall mean when applicable to a benefit hereunder
     that the benefit has, at the date of determination, the same value as the
     applicable other benefit hereunder when computed with interest at 8% per
     year, compounded annually, and with mortality in accordance with the Unisex
     Pension 1984 Mortality Table without set back in the case of the
     Participant and set back three years in the case of a co-pensioner. In any
     case where the Actuarial Equivalent of the monthly benefit payable to any
     Participant or surviving spouse must be determined as a single sum amount,
     such Actuarial Equivalent shall be determined on the basis of the above 8%
     interest rate unless the level interest rate that is equivalent to the
     interest rates used by the PBGC to value deferred annuities (or in the case
     of a Participant or surviving spouse who is entitled to an immediate
     pension, to value immediate annuities) for pension plans terminating as of
     the first day of the Plan Year

                                      1-1
<PAGE>   4
     in which the determination date falls is lower than such 8% interest rate
     in which event such PBGC interest rates, or rate as applicable, shall be
     used to determine the Actuarial Equivalent. In determining such single sum
     amount the determination shall be made assuming the Participant is not
     married and elects no optional form of pension. In the case of determining
     the single sum amount for a Participant who is not entitled to an immediate
     pension, such single sum amount shall be determined reflecting the amount
     of pension commencing at the Participant's Normal Retirement Date.

1.2  "Affiliated Corporation" shall mean Handy & Harman, each corporation as to
     which Handy & Harman is the successor, and any other corporation 50% or
     more of whose outstanding voting stock is owned, directly or indirectly, by
     Handy & Harman.

1.3  "Annuity Starting Date" shall mean:

         (a) the first day of the first period for which an amount is payable as
     an annuity, or

         (b) in the case of a benefit not payable in the form of an annuity, the
     first day on which all events have occurred which entitle the participant
     to such benefit.

1.4  "Birthday" shall mean the anniversary of the date of birth of an
     individual.

                                      1-2
<PAGE>   5
1.5  "Board of Directors" shall mean the board of directors of Handy & Harman.

1.6  "Code" shall mean the Internal Revenue Code of 1986, as amended, or as it
     may be amended from time to time.

1.7  "Committee" shall mean the administrative committee of the Pension Plan
     provided for in Section 7.

1.8  "Company" shall mean Handy & Harman, a New York corporation.

     "Participating Company" shall mean any Affiliated Corporation, or a
     division (or location or other separately identifiable entity) that is a
     part of any Affiliated Corporation, which is designated a Participating
     Company by the Board of Directors, and which by action of its board of
     directors adopts this Plan.

1.9  "Continuous Service" shall mean on any given date, except as otherwise pro-
     vided in Section 2.1, the period of time commencing on the first day of the
     month in which an employee's Employment Commencement Date or Reemployment
     Commencement Date, whichever is applicable, occurs and ending on the first
     day of the month coinciding with (next following, if none coincides with)
     his Severance From Service Date. In the case of any individual who is an
     employee 

                                      1-3
<PAGE>   6
     of any company (or a division, location or other part of any company) that
     is acquired by any Affiliated Corporation after December 31, 1982 and who
     is employed by the company on such acquisition date, Continuous Service
     shall not include any period prior to the date of acquisition unless
     otherwise specifically provided for by the Board of Directors. Continuous
     Service shall be stated in years and twelfth's of years.

     An individual shall cease to accrue Continuous Service on his Severance
     From Service Date provided, however, that an individual's Continuous
     Service shall include the following periods:

(a)  a period of authorized leave of absence granted by an Affiliated
     Corporation,

(b)  a period of up to twelve months during which an individual is on layoff,

(c)  a period of up to twelve months during which an individual is absent from
     active work on account of a compensable disability incurred during the
     course of employment with an Affiliated Corporation, except that if the
     individual returns to work with an Affiliated Corporation within 30 days
     after final payment of statutory compensation for such disability or after
     the end of the period used in calculating a lump sum payment, the full

                                      1-4
<PAGE>   7
     period during which the individual is absent,

(d)  a period of up to twelve months after an individual shall have ceased to be
     in the employment of an Affiliated Corporation if the individual returns to
     employment with an Affiliated Corporation during such period, or

(e)  a period of up to twenty-four months after an individual shall have ceased
     to be in the employment of an Affiliated Corporation for a Maternity or
     Paternity Leave if the individual returns to employment with an Affiliated
     Corporation during such period. A Maternity or Paternity Leave shall be an
     absence which commenced on or after December 1, 1985 by reason of (i) the
     pregnancy of a Participant, (ii) the birth of a child or the adoption of a
     child by the Participant or the Participant's spouse, or (iii) the care of
     a Participant's child immediately after its birth or adoption.
 
     An individual who has ceased to accrue Continuous Service because he has
     ceased to be in the employment of an Affiliated Corporation shall
     nevertheless retain the Continuous Service he had accrued at the time he
     ceased to be in such employment:

         (a) until the date of his death if he was a Vested Participant;
     otherwise

                                      1-5
<PAGE>   8
         (b) until the end of a period of time equal to his period of Continuous
     Service, or effective December 1, 1985 five One Year Periods Of Severance
     if greater, but such Continuous Service shall be canceled as of the end of
     such period of time if he has not prior thereto returned to employment with
     an Affiliated Corporation and continued in such employment for the one year
     period starting on his reemployment date.

1.10 "Employee" shall mean each individual who is in the employment of an
     Affiliated Corporation on or after December 1, 1989 or such later date that
     the employment unit which employs him became a Participating Company.

1.11 "Employment Commencement Date" shall mean the date on which an Employee
     first performs an Hour of Service.

1.12 "ERISA" the Employee Retirement Income Security Act of 1974.

1.13 "Hour of Service" means an hour for which the Employee is paid, or entitled
     to payment, by an Affiliated Corporation either for the performance of
     duties for an Affiliated Corporation or for a period of time during which
     no duties are performed due to vacations, holidays, illness, incapacity
     (including disability), layoff, jury duty, military duty, or leave of
     absence. In addition, Hour of Service shall include each hour for which
     back pay, irrespective of mitigation of damages is either awarded

                                      1-6
<PAGE>   9
     or agreed to by an Affiliated Corporation, if such hour has not been
     credited under the preceding sentence.

1.14 "Leased Employee" means any person (other than an employee of the
     recipient) who pursuant to an agreement between the recipient and any other
     person ("leasing organization") has performed services for the recipient
     (or for the recipient and related persons determined in accordance with
     Code Section 414(n)(6) on a substantially full time basis for a period of
     at least one year, and such services are of a type historically performed
     by employees in the business field of the recipient employer. Contributions
     or benefits provided a Leased Employee by the leasing organization which
     are attributable to services performed for the recipient employer shall be
     treated as provided by the recipient employer. A Leased Employee shall not
     be considered an employee of the recipient if: 

         (a) such employee is covered by a money purchase pension plan
     providing:

                  (i) a non-integrated employer contribution rate of at least
                  10% of compensation, as defined in Code Section 415(c)(3), but
                  including amounts contributed pursuant to a salary reduction
                  agreement which are excludable from the employee's gross
                  income under Code Sections 125, 402(a)(8), 402(h) or 403(b);

                  (ii) immediate participation; and

                  (iii) full and immediate vesting.

         (b) Leased Employees do not constitute more than 20% of the recipient's
     non-highly compensated work force.

                                      1-7
<PAGE>   10
     Leased Employees are not eligible to participate in this Plan.

1.15 "Limitation Year" is the same as the calendar year.

1.16 "One Year Period Of Severance" shall mean an 12-consecutive month period
     beginning on the Severance From Service Date or any anniversary thereof and
     ending on the next succeeding anniversary of such date; provided, however,
     that the employee during such 12-consecutive-month period does not complete
     any hours of service within the meaning of 29 CFR Part 2530.200 b-2 (a) for
     the employer or employers maintaining the plan.

1.17 "PBGC" shall mean Pension Benefit Guarantee Corporation.

1.18 "Pension Plan" shall mean the plan of pension benefits set forth herein
     which shall be known as the Handy & Harman Pension Plan.

1.19 "Pension Trust" shall mean the trust established to implement the Pension
     Plan.

1.20 "Pension Trustee" shall mean the person or persons or party or parties
     acting as the trustee or trustees of and under the Pension Trust.

1.21 "Period Of Severance" shall mean the period of time commencing on the
     Severance From Service Date and ending on the date when the employee again
     performs an Hour of Service.

1.22 "Plan Year" on and after January 1, 1993 shall mean a year beginning on
     January 1st and 

                                      1-8
<PAGE>   11
     ending on the next December 31st, the same as the calendar year. "Plan
     Year" on or prior to November 30, 1992 shall mean a year beginning on
     December 1st and ending on the following November 30th. The period from
     December 1, 1992 through December 31, 1992 shall be a "Plan Year".

1.23 "Qualified Domestic Relation Order", as referred to in Section 14.6, shall
     mean a domestic relations order that satisfies the conditions of a
     Qualified Domestic Relations Order as defined in the Retirement Equity Act
     of 1984 as determined by the Committee. If the Plan is required to make
     payments to an alternate payee under a Qualified Domestic Relations Order
     then the benefits otherwise payable to a Participant and his spouse or
     other beneficiaries, shall be adjusted so that the sum total of benefits
     payable to the Participant, his spouse or other beneficiaries payees are
     the Actuarial Equivalent of the benefits that would have been paid absent
     the Qualified Domestic Relations Order.

1.24 "Reemployment Commencement Date" shall mean the first date following a
     Period Of Severance from service which is not required to be taken into
     account under the Plan on which the Employee first performs an Hour of
     Service.

1.25 "Severance From Service Date" shall be the earlier to occur of the
     following dates:

         (a) the date on which the employee quits, retires, is discharged, or


                                      1-9
<PAGE>   12
     dies; or

         (b) the first anniversary of the first date of a period in which the
     employee remains absent from service (with or without pay) with an
     Affiliated Corporation for any reason other than quit, retirement,
     discharge or death, such as vacation, holiday, sickness, disability, leave
     of absence or layoff.


                                      1-10
<PAGE>   13
                           HANDY & HARMAN PENSION PLAN

                                   Article 2A

                      PROVISIONS RELATING TO PARTICIPATION

                       Plan As In Effect At Handy & Harman

            (For Plan purposes also referred to as "Handy & Harman")

2.1    "Continuous Service" shall be as defined in Section 1.9.


2.2 A. "Member Of The Eligible Class" for the period through December 31, 1992
        shall mean each Employee of Handy & Harman excluding however each 
        Employee who is compensated on an hourly rate basis who is employed at
        the East Providence, Rhode Island plant, and excluding any Employee who
        is subject to a collective bargaining agreement which does not
        incorporate the Plan, and excluding any Employee covered by another
        retirement plan qualified under Code Section 401(a) sponsored by Handy &
        Harman.

B.      "Member Of The Eligible Class" for the period starting January 1, 1993 
        shall mean each Employee of Handy & Harman excluding however each
        Employee who is compensated on an hourly rate basis who is employed at
        either the East Providence, Rhode Island plant or the South Windsor
        Metallurgical plant, and excluding any Employee who is subject to a
        collective bargaining agreement which does not incorporate the Plan, and
        excluding any Employee covered by another retirement plan qualified
        under Code Section 401(a) sponsored by Handy & Harman.

2.3    "Participant" means, unless specifically stated, an Active

                                      2A-1
<PAGE>   14
        Participant, Vested Participant, Disabled Participant or Inactive
        Participant as the context indicates.

2.4     Active Participant. Each Member Of The Eligible Class shall become an 
        Active Participant on the earliest date as of which he has both
        completed one year of Continuous Service and attained his 21st Birthday.
        An Active Participant shall cease to be an Active Participant on the
        date on which he ceases to be a Member Of The Eligible Class.

2.5     Vested Participant. An Active Participant shall become a Vested 
        Participant on the earlier to occur of the following two dates:

                (a) the date the Active Participant completes 5 years of
        Continuous Service.

                (b) the Active Participant's 65th Birthday.

2.6     Disabled Participant. An Active Participant who ceases to be an Active
        Participant on account of a disability, the onset of which occurs when
        he is an Active Participant with two or more years of Continuous Service
        but prior to his Earliest Benefit Commencement Date, pursuant to which
        he becomes entitled to receive disability benefits under the Federal
        Social Security Act within one year of the date of the onset of his
        disability, shall become a Disabled Participant on the first day of the
        month following the sixth monthly anniver-

                                      2A-2
<PAGE>   15
       sary of the onset of his disability. A Disabled Participant shall cease
       to be a Disabled Participant on the date as of which he ceases to be
       entitled to receive disability benefits under the Federal Social Security
       Act if such date is prior to his Normal Retirement Date, otherwise on the
       date of his death. A person who ceases to be a Disabled Participant prior
       to his Normal Retirement Date other than by death shall be deemed to have
       been on an authorized leave of absence granted by an Affiliated
       Corporation (hereinafter a "Disability Leave") for the period beginning
       on the date of the onset of his disability and ending on the earlier to
       occur of the first day of the month coincident with (next following, if
       none coincides with) the first anniversary of the onset of his disability
       and the date he ceased to be a Disabled Participant. If a person who
       ceases to be a Disabled Participant prior to his Normal Retirement Date
       again becomes a Member Of The Eligible Class within the twelve-month
       period following the month in which he ceased to be a Disabled
       Participant, he shall thereupon become an Active Participant and he shall
       retain the Continuous Service he has at that time. Otherwise, it shall be
       deemed that he ceased to be an Active Participant at the expiration of
       his Disability Leave.

2.7    Inactive Participant. An Active Participant who is not a Vested 
       Participant

                                      2A-3
<PAGE>   16
       who ceases to be an Active Participant other than by death shall become
       an Inactive Participant. An Inactive Participant shall cease to be an
       Inactive Participant on the earliest to occur of the following four
       dates:

         (a) the date of his death.

         (b) the date the Inactive Participant again becomes an Active
       Participant.

         (c) the date he completes 5 years of Continuous Service, in which event
       he shall thereupon become a Vested Participant.

         (d) the date his Continuous Service is disregarded pursuant to Section
       1.9.


2.8    "Normal Retirement Age" shall mean the individual's 65th Birthday.

2.9    "Normal Retirement Date" shall mean the first day of the month following
       the month which includes the individual's Normal Retirement Age.

2.10   "Earliest Benefit Commencement Date" shall mean the earlier of:

         (a) the Active Participant's Normal Retirement Date, and

         (b) the first day of the month following the month in which the Active
       Participant has both attained his 60th Birthday and completed 10 years of
       Continuous Service (5 years if the individual was employed by an
       Affiliated Corporation on December 1, 1989).

                                      2A-4
<PAGE>   17
                           HANDY & HARMAN PENSION PLAN

                                   Article 3A

                 DEFINITIONS FOR COMPUTATION OF ACCRUED BENEFIT

                       Plan As In Effect At Handy & Harman

            (For Plan purposes also referred to as "Handy & Harman")


3.1     "Benefit Service" shall be equal to Continuous Service except that 
        Benefit Service shall not include any period prior to September 9, 1983 
        with the Improved Laminated Metals Division of Krementz & Co.

3.2     "Expected Monthly Normal Retirement Pension" shall mean for an Active
        Participant on any given date the larger of (a) and (b), where:

         (a) equals the sum of

                   (i) 38.75% of such Active Participant's Average Monthly Basic
        Pay, and

                   (ii) 11.25% of such Average Monthly Basic Pay in excess of
        $833.33, if any, with such sum multiplied in the case of an Active
        Participant whose Expected Period Of Benefit Service At Normal
        Retirement Date is less than 25 years by a percentage equal to 4%
        multiplied by his Expected Period Of Benefit Service At Normal
        Retirement Date, and

        (b) equals $12.50 multiplied by such Active Participant's Expected
        Period Of Benefit Service At Normal Retirement Date, plus $1.50
        multiplied by such Expected Period of Benefit Service At Normal
        Retirement Date in excess of 15 years, if any, plus $1.50 multiplied by
        such Expected Period Of Benefit

                                      3A-1
<PAGE>   18
       Service At Normal Retirement Date in excess of 30 years, if any.

3.3    "Accrued Monthly Pension" shall mean for an Active Participant on any 
       given date the product of (a) and (b) where:

         (a) equals such Active Participant's Expected Monthly Normal Retirement
       Pension on such given date, and

         (b) equals such Active Participant's Service Ratio on such given date,
       provided however, that the Accrued Monthly Pension for an Active
       Participant on any given date shall in no case be less than the Accrued
       Monthly Pension deter mined for him under the Pension Plan on any date
       prior to such given date.

                                      3A-2
<PAGE>   19
                           HANDY & HARMAN PENSION PLAN

                                    Article 3

                 DEFINITIONS FOR COMPUTATION OF ACCRUED BENEFIT

                Plan As In Effect At All Participating Companies



3.10    "Pay" shall mean the annual rate of an individual's regular fixed salary
        or, in the case of an hourly-paid individual, 2,080 times his regular
        fixed hourly wage rate paid by an Affiliated Corporation but shall not
        include any amount payable as bonus, commission, overtime premium, shift
        differential, reward, prize or any type of compensation other than
        regular fixed salary or wage. If the annual rate so computed for an
        individual is not an integral multiple of one hundred dollars, his Pay
        shall be deemed to be the next higher integral multiple of one hundred
        dollars.


3.11A   The definition of Basic Pay in this Section 3.11A was in effect for the
        period ended November 30, 1992. "Basic Pay" for the period ended
        November 30, 1992 shall mean, in and for any Plan Year, an Active
        Participant's Pay on either the September 1st preceding the commencement
        of such Plan Year if the Active Participant was employed by an
        Affiliated Corporation on such September 1st, or the date on which the
        Active Participant was employed by an Affiliated Corporation if such
        date was subsequent to the September 1st preceding such Plan Year. If an
        Active

                                      3-1
<PAGE>   20
        Participant whose Continuous Service commenced prior to a given
        September 1st does not have a regular fixed salary or regular fixed
        hourly wage rate on such September 1st, then his regular fixed salary or
        regular fixed hourly wage rate on such September 1st shall be deemed to
        be equal to his regular fixed salary or regular fixed hourly wage rate
        on the latest date preceding such September 1st as of which he did have
        a regular fixed salary or regular fixed hourly wage rate.

3.11B   The definition of Basic Pay in this Section 3.11B is effective for the
        period starting December 1, 1992. "Basic Pay" for the period starting
        December 1, 1992 shall mean, in and for any Plan Year beginning on or
        prior to December 1, 1992, an Active Participant's Pay on either the
        September 1st preceding the commencement of such Plan Year if the Active
        Participant was employed by an Affiliated Corporation on such September
        1st, or the date on which the Active Participant became employed by an
        Affiliated Corporation if such date was subsequent to the September 1st
        preceding such Plan Year. If an Active Participant whose Continuous
        Service commenced prior to a given September 1st does not have a regular
        fixed salary or regular fixed hourly wage rate on such September 1st,
        then his regular fixed salary or regular fixed hourly wage rate on such
        September 1st shall be deemed to be equal to his regular fixed salary or
        regular fixed hourly wage rate on the latest date preceding such
        September 1st as of which he did have a regular fixed salary or regular
        fixed hourly wage rate.

                                      3-2
<PAGE>   21
        "Basic Pay" shall mean, in and for any Plan Year, beginning on or after
        January 1, 1993, an Active Participant's Pay on either the January 1st
        on which such Plan Year commenced if the Active Participant was employed
        by an Affiliated Corporation on such January 1st, or the date on which
        the Active Participant was employed by an Affiliated Corporation if such
        date was subsequent to the January 1st on which such Plan Year
        commenced. If an Active Participant whose Continuous Service commenced
        prior to a given January 1st does not have a regular fixed salary or
        regular fixed hourly wage rate on such January 1st, then his regular
        fixed salary or regular fixed hourly wage rate on such January 1st shall
        be deemed to be equal to his regular fixed salary or regular fixed
        hourly wage rate on the latest date preceding such January 1st as of
        which he did have a regular fixed salary or regular fixed hourly wage
        rate.

3.12    Limitation on Pay. For each Plan Year beginning after 1988, the Basic
        Pay or annual compensation of each participant taken into account under
        the Plan for any year shall not exceed Two Hundred Thousand Dollars
        ($200,000) (One Hundred Fifty Thousand Dollars ($150,000) for 1994),
        provided that the Commissioner of the Internal Revenue Service shall
        adjust the amount as of January 1 of each calendar year commencing with
        January 1, 1990. The adjusted limit shall be effective for any Plan Year
        beginning in such calendar year except that such adjusted limit for each
        calendar year through December 31, 1993 shall also apply to prior
        calendar years for purposes of performing Plan calculations in the
        calendar year of such adjustment. In addition, if the Plan determines
        compensation for fewer than twelve

                                      3-3
<PAGE>   22
(12) calendar months, the limit for the short period shall equal the annual
compensation limit for the calendar year in which the compensation period begins
multiplied by the fraction the numerator of which is the total number of months
in the period and the denominator of which is twelve (12). This limit applies to
the combined compensation of the participant and any family member aggregated
with the participant. The family members of a participant who are aggregated
with a participant for purposes of this limitation are the participant's spouse
and the participant's lineal descendants who are under age 19. If this $200,000
limitation applies to a participant and one or more of his family members, the
limitation will be prorated among them in proportion to their total
compensations in applying the contribution and allocation provisions of this
Plan. For each Plan Year beginning prior to 1989, this $200,000 limitation will
apply only if the Plan is top heavy, but the family aggregation rule will not
apply. For Plan Years beginning after 1993, $150,000 shall be substituted for
$200,000 throughout this paragraph, and the $150,000 compensation limit shall be
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a)(17)(B) of the Internal Revenue Code.

A "statutory 401(a)(17) employee" means an employee whose current Accrued
Monthly Pension as of any date on or after December 1, 1989 is based on an
amount of Basic Pay for a Plan Year beginning on or prior to December 1, 1988
that exceeded $200,000.

The Accrued Monthly Pension of each statutory 401(a)(17) employee will

                                      3-4
<PAGE>   23
be equal to the greater of the Accrued Monthly Pension determined under (a) or
(b) where: 

         (a) equals the employee's Accrued Monthly Pension determined under the
             benefit formula applicable for the Plan Year beginning on or after
             December 1, 1989 as applied to the Active Participant's total years
             of Benefit Service, and

         (b) is equal to the sum of (i) and (ii) where

             (i) the Active Participant's Accrued Monthly Pension as of November
             30, 1989 determined under the Plan as in effect on November 30,
             1989, frozen in accordance with Regulation 1.401(a)(4)-13 and,

             (ii) equals the Active Participant's Accrued Monthly Pension
             determined under the benefit formula applicable for the Plan Year
             beginning on or after December 1, 1989 as applied to the Active
             Participant's years of Benefit Service credited for Plan Years
             beginning on or after December 1, 1989, 

         where all such calculations are determined under the benefit formula in
         that Section 3.3 of the Plan that is applicable to him.

A "section 401(a)(17) employee" means an employee whose current Accrued Monthly
Pension as of any date on or after January 1, 1994 is based on an amount of
Basic Pay for a Plan Year beginning on or prior to January 1, 1993 that exceeded
$150,000.

The Accrued Monthly Pension of each section 401(a)(17) employee will be equal to
the greater of the Accrued Monthly Pension determined under (a) or (b) where:

                                      3-5
<PAGE>   24
         (a) equals the employee's Accrued Monthly Pension determined under the
             benefit formula applicable for the Plan Year beginning on or after
             January 1, 1994 as applied to the Active Participant's total years
             of Benefit Service, and

         (b) is equal to the sum of (i) and (ii) where

                  (i) the Active Participant's Accrued Monthly Pension as of
                  December 31, 1993 determined under the Plan as in effect on
                  December 31, 1993, frozen in accordance with Regulation
                  1.401(a)(4)-13 and,

                  (ii) equals the Active Participant's Accrued Monthly Pension
                  determined under the benefit formula applicable for the Plan
                  Year beginning on or after January 1, 1994 as applied to the
                  Active Participant's years of Benefit Service credited for
                  Plan Years beginning on or after January 1, 1994, 

        where all such calculations are determined under the benefit formula in
        that Section 3.3 of the Plan that is applicable to him.

3.13A   The definition of Average Monthly Basic Pay in this Section 3.13A was in
        effect for the period ended November 30, 1992. "Average Monthly Basic
        Pay" for the period ended November 30, 1992 shall mean for an Active
        Participant in and for any Plan Year one-twelfth of the average of his
        Basic Pay during those five consecutive Plan Years out of the ten Plan
        Years ending with such Plan Year for which the sum of his Basic Pay for
        such five consecutive Plan Years is the largest; provided, however, that
        if there are not at least five consecutive Plan Years as to which

                                      3-6
<PAGE>   25
        Basic Pay is defined for the Active Participant, Average Monthly Basic
        Pay for such Active Participant shall be equal to the average of his
        Basic Pay for those consecutive Plan Years for which Basic Pay is
        defined for him.

3.13B   The definition of Average Monthly Basic Pay in this Section 3.13B is
        effective for the period starting December 1, 1992. "Average Monthly
        Basic Pay" for the period starting December 1, 1992 shall mean for an
        Active Participant in and for any Plan Year one-twelfth of the average
        of his Basic Pay during all his Plan Years beginning with the Plan Year
        commencing on January 1, 1993 provided that at least five Plan Years
        will be included in such average except that if there are not at least
        five Plan Years as to which Basic Pay is defined for the Active
        Participant, Average Monthly Basic Pay for such Active Participant shall
        be equal to the average of his Basic Pay for all those Plan Years for
        which Basic Pay is defined for him, and further provided that if such
        Active Participant has any period of consecutive Plan Years beginning on
        or after December 1, 1983 that includes the same number of Plan Years
        that is included in his Average Monthly Basic Pay which results in a
        larger amount of Average Monthly Basic Pay such larger Average Monthly
        Basic Pay will be reflected in his calculation. In all cases if Basic
        Pay for the January 1, 1993 through December 31, 1993 Plan Year is
        included in his Average Monthly Basic Pay, then Basic Pay for the
        December 1, 1992 through December 31, 1992 Plan Year will be excluded
        from such Average.

                                      3-7
<PAGE>   26
3.14   "Benefit Service", except as otherwise provided in Section 3.1, shall be
        equal to Continuous Service except that in the case of any individual
        who is an employee of any company (or a division, location or other part
        of any company) that is acquired by any Affiliated Corporation after
        December 31, 1982 and who is employed by the company on such acquisition
        date, Benefit Service shall not include any period prior to the date of
        acquisition unless otherwise specifically provided for by the Board of
        Directors.


3.15   "Expected Period of Benefit Service At Normal Retirement Date" shall
        mean for an Active Participant on any given date the greater of (a) and
        (b) where:

         (a) is equal to the sum of:

                  (i)  his Benefit Service on the first day of the month
                       coinciding with (next preceding, if none coincides with) 
                       such given date, and

                  (ii) the number of years, to the nearer one-twelfth of a year,
                       from such first day of the month to such Active 
                       Participant's Normal Retirement Date, and

         (b) is applicable only to an individual who is an Active Participant
             after his Normal Retirement Date and is equal to his actual Benefit
             Service on the given date.

3.16   "Service Ratio" shall mean for an Active Participant on any given date 

                                      3-8
<PAGE>   27
the ratio

         of:

         (a) his Benefit Service on such given date, to

         (b) his Expected Period Of Benefit Service At Normal Retirement Date,
             provided that such ratio shall not be greater than 1.0000.

                                      3-9
<PAGE>   28
                           HANDY & HARMAN PENSION PLAN

                                   Article 4A

      BENEFITS FOR PARTICIPANTS, THEIR SURVIVING SPOUSES AND BENEFICIARIES

                       Plan As In Effect At Handy & Harman

            (For Plan purposes also referred to as "Handy & Harman")



4.1     Normal Retirement Pension. Each Vested Participant who ceases to be an
        Active Participant on or after his Normal Retirement Date will receive a
        monthly Normal Retirement Pension beginning on the first day of the
        month coincident with (next following, if none coincides with) the date
        he ceases to be an Active Participant.

        The amount of Normal Retirement Pension for a Vested Participant who is
        not married at the time his pension commences shall be the greater of
        (a) and (b), where (a) equals his Accrued Monthly Pension determined on
        his Normal Retirement Date, increased, if the Active Participant ceases
        to be an Active Participant after his Normal Retirement Date, by 3/4%
        for each month in the period starting on his Normal Retirement Date and
        ending on the earlier of last day of the month in which he ceased to be
        an Active Participant and March 1, 1988 and (b) equals his Accrued
        Monthly Pension determined on the first day of the month coincident with
        (next following, if none coincides with)

                                      4A-1
<PAGE>   29
        the date he ceases to be an Active Participant. Such pension shall be
        payable as a Ten Years Certain And Life Thereafter Pension.

        The Normal Retirement Pension for a Vested Participant who is married at
        the time his pension commences shall be payable as a 50% Joint And
        Survivor Pension in an amount equal to the Actuarial Equivalent of the
        pension amount the Participant would receive if he is not married at the
        time his pension commences.

4.2     Disability Retirement Pension. Each Active Participant who becomes a
        Disabled Participant will receive a Disability Retirement Pension
        beginning on the date he becomes a Disabled Participant, and ending on
        the first day of the month coincident with (next preceding, if none
        coincides with) the date he ceases to be a Disabled Participant.

        The following paragraph was in effect for the period through November
        30, 1990.

        The amount of Disability Retirement Pension for a Disabled Participant
        who is not married at the time his pension commences shall be equal to
        30% of his Average Monthly Basic Pay determined as of the date he ceases
        to be an Active Participant, multiplied, if the Expected Period of
        Benefit Service at Normal Retirement Date for him on the date he ceases
        to be an Active Participant is

                                      4A-2
<PAGE>   30
         less than 25 years, by a percentage equal to 4% times such Expected
         Period of Benefit Service at Normal Retirement Date. Such pension shall
         be payable as a Ten Years Certain and Life Thereafter Pension.

         The following paragraph is effective for the period starting December
         1, 1990.

         The amount of Disability Retirement Pension for a Disabled Participant
         who is not married at the time his pension commences shall be equal to
         the larger of (a) and (b) below, where:

         (a) equals the Active Participant's Accrued Monthly Pension on that
             date he ceases to be an Active Participant, and

         (b) equals 70% of the Active Participant's Expected Monthly Normal
             Retirement Pension on the date he ceases to be an Active
             Participant based on his Average Monthly Basic Pay on the date he
             ceases to be an Active Participant.

         Such pension shall be payable as a Ten Years Certain and Life
         Thereafter Pension.

         The Disability Retirement Pension for a Disabled Participant who is
         married at the time his pension commences shall be payable as a 50%
         Joint And Survivor Pension in an amount equal to the Actuarial
         Equivalent of the pension amount the Participant would receive if he is
         not married at the time his pension commences.

                                      4A-3
<PAGE>   31
4.3     Early Retirement Pension. Each Vested Participant who ceases to be an
        Active Participant other than by death prior to his Normal Retirement
        Date but on or after his Earliest Benefit Commencement Date shall be
        eligible to receive an Early Retirement Pension. Such pension shall
        commence on the first day of the month coincident with (next following,
        if none coincides with) the date he ceases to be an Active Participant.

        The amount of Early Retirement Pension for a Vested Participant who is
        not married at the time his pension commences shall be equal to his
        Accrued Monthly Pension on the date he ceases to be an Active
        Participant. Such pension shall be payable as a Ten Years Certain And
        Life Thereafter Pension.

        The Early Retirement Pension for a Vested Participant who is married at
        the time his pension commences shall be payable as a 50% Joint And
        Survivor Pension in an amount equal to the Actuarial Equivalent of the
        pension amount the Participant would receive if he is not married at the
        time his pension commences.

4.4     Deferred Vested Pension. Each Vested Participant who is not entitled to
        a pension pursuant to Section 4.1, 4.2 or 4.3 of this Article 4A on the
        date he ceases to be an Active Participant shall be eligible for a
        Deferred Vested

                                      4A-4
<PAGE>   32
         Monthly Pension. Such pension shall begin on:

         (a) the Vested Participant's Normal Retirement Date, or

         (b) the first day of any month elected by the Vested Participant which
             is on or after his Earliest Benefit Commencement Date and on or
             after the day on which he makes his election but prior to his
             Normal Retirement Date.

         If such Vested Participant is not married at the time his pension
         commences, the amount of his pension shall be equal to a percentage of
         his Accrued Monthly Pension on the date he ceases to be an Active
         Participant. Such percentage shall be equal to 100%, minus 5/9th's of
         1% for each month in the period beginning with the date his pension
         commences and ending on his Normal Retirement Date. Such pension shall
         be payable as a Ten Years Certain And Life Thereafter Pension.

         If such Vested Participant is married at the time his pension
         commences, the amount of his pension shall be payable as a 50% Joint
         And Survivor Pension in an amount equal to the Actuarial Equivalent of
         the pension amount the Participant would receive if he is not married
         at the time his pension commences.

         Single Sum Option for Deferred Vested Pension. Each Vested Participant
         who becomes eligible for a Deferred Vested Monthly Pension pursuant to

                                      4A-5
<PAGE>   33
         this Section 4.4 may, within 30 days of the date he ceases to be in the
         employment of an Affiliated Corporation, elect to receive, in lieu of
         and in complete substitution for the benefits otherwise payable to him
         or on his account, the single sum payment that is the Actuarial
         Equivalent to the initial amount of monthly pension the Participant
         would have been entitled to receive commencing on his Normal Retirement
         Date if he were not married at that time, provided that effective
         January 1, 1985, if the Participant is married and the amount of the
         lump sum is more than $3,500., his spouse must consent to such
         election. The Single Sum Option is eliminated for any increase in
         benefits after October 31, 1992. The Single Sum Option is preserved for
         the amount of Accrued Monthly Pension determined as of October 31, 1992
         under the Plan as in effect on October 31, 1992.

4.5 Pre-retirement Spouse Pension. In the case of:

         (a) a Vested Participant who ceases to be an Active Participant by
             death on or after his Earliest Benefit Commencement Date, or

         (b) a Vested Participant who ceases to be an Active Participant by
             death prior to his Earliest Benefit Commencement Date but after
             August 23, 1984, or,

         (c) a former employee who ceased to be in the employment of an
             Affiliated Corporation on or after December 1, 1976 whose death
             occurs on or

                                      4A-6
<PAGE>   34
         after August 23, 1984 and who at the time of his death is entitled to a
         deferred vested pension benefit that has not commenced prior to the
         date of his death;
        
         Then a Pre-retirement Spouse Pension will be payable to the surviving
         spouse of the Participant or former employee if the surviving spouse
         was married to the Participant or former employee for the entire one
         year period ending on the date of death.

         The monthly pension to the surviving spouse will commence on the
         Earliest Benefit Commencement Date of the Active Participant or former
         employee, or the first day of the month coincident with (next
         following, if none coincides with) the date of death if later, if the
         spouse survives to that date and will cease on the first day of the
         month in which the spouse's death occurs.

         The amount of pension payable to the surviving spouse will be the
         amount that would have been payable to the surviving spouse if the
         Active Participant or former employee had his pension payable as a 50%
         Joint and Survivor Pension and:

         (a) in the case of an Active Participant whose death occurs on or after
             his Earliest Benefit Commencement Date, the Active Participant
             retired on his date of death, or

                                      4A-7
<PAGE>   35
         (b) in the case of an Active Participant whose date of death was prior
             to his Earliest Benefit Commencement Date, the Active Participant
             terminated his employment for a reason other than death, survived
             to his Earliest Benefit Commencement Date and had his pension
             commence at that date, or

         (c) in the case of a former employee whose death occurs on or after his
             Earliest Benefit Commencement Date, the former employee had his
             pension commence on the date of his death, or

         (d) in the case of a former employee whose date of death was prior to
             his Earliest Benefit Commencement Date, the former employee
             survived to his Earliest Benefit Commencement Date and had his
             pension commence at that date.

        In each case where the calculation of the benefit to the surviving
        spouse reflects a reduction on account of the early commencement of the
        pension the spouse may elect prior to the date of the first pension
        payment on a form authorized by the Committee, to defer the commencement
        of the Pre-retirement Spouse Pension to the earliest date when such a
        reduction for early commencement would not be applied.

4.6     Post-Retirement Single Sum Death Benefits. At the death of a former
        Active Participant, who, at the time of his death, was receiving a
        pension

                                      4A-8
<PAGE>   36
         pursuant to Section 4.1 or 4.3 of this Article 4A or was receiving a
         Disability Retirement Pension pursuant to Section 4.2 on account of a
         disability which had its onset after his 60th Birthday, a single sum
         death benefit in the amount of $2,500 shall be paid to his beneficiary.

4.7A     Cost of Living Increase. Effective on the July 1st following end of the
         Plan Year in which a former Active Participant who is receiving pension
         payments pursuant to Sub-section 4.1, 4.2, 4.3 or 4.4 of this Article
         4A first commenced to receive such payment (such as July 1st for a
         given former Active Participant being hereinafter referred to as his
         "First CPI Increase Date"), and on each succeeding July 1st thereafter,
         the pension amount payable to such former Active Participant will be
         increased to an amount equal to the product of:

         (a) the initial monthly amount of such former Active Participant's
             pension, and

         (b) the Cost Of Living Factor then applicable to him.

         The Cost Of Living Factor applicable to such a former Active
         Participant on any given July 1st shall be equal to Factor A below or
         Factor B below whichever is smaller, where:

         Factor A equals on such former Active Participant's First CPI Increase
         Date the CPI Ratio for that date, and on any succeeding July 1st

                                      4A-9
<PAGE>   37
         equals Factor A on the preceding July 1st multiplied by the CPI Ratio
         for such succeeding July 1st, and

         Factor B equals on such former Active Participant's First CPI Increase
         Date 1.04 and on any succeeding July 1st equals Factor B on the
         preceding July 1st multiplied by 1.04;

         provided, however, that in no case will the Cost Of Living Factor
         applicable to a former Active Participant be less than 1; and provided
         further, however, that in no case will the Cost Of Living Factor
         applicable to a former Active Participant decrease.

         For purposes of this Section 4.7A: "CPI Index" on any July 1st means
         the arithmetic mean average of the Consumer Price Index prepared by the
         Labor Department and used for determining Cost of Living Increases
         under the Federal Social Security Act for the three months January,
         February and March of the calendar year in which such July 1st occurs,
         and

         "CPI Ratio" on any July 1st means the ratio of:

         (a) the CPI Index for such July 1st, to

         (b) the CPI Index for the immediately preceding July 1st.

         The Cost of Living Increase provision is eliminated for any increase in
         benefit after October 31, 1992. The Cost of Living Increase provision
         is preserved for the amount of Accrued Monthly Pension

                                     4A-10
<PAGE>   38
         determined as of October 31, 1992 under the Plan as in effect on
         October 31, 1992. Therefore, each Vested Participant who receives a
         pension will have his pension based on the greater of (a) his Accrued
         Monthly Pension determined as of October 31, 1992 under the Plan in
         effect on October 31, 1992 with the Cost of Living Increase and (b) the
         Accrued Monthly Pension determined at the date he ceases to be an
         Active Participant with no Cost of Living Increase.

4.7B.    Each person who received a monthly pension payment from the Handy &
         Harman Pension Plan on November 1, 1976, other than any such a person
         who at the time he retired was a member of a bargaining unit, shall
         continue to receive the benefits determined for him under the
         provisions of the Handy & Harman Pension Plan as in effect on the date
         he commenced to receive monthly pension payments except that each such
         person shall have each monthly pension payment payable to him on and
         after July 1, 1989 increased in accordance with this Section 4.7B.


         Effective July 1, 1989, the monthly pension of each person described in
         the first paragraph of this Section shall be increased by an amount
         equal to the greater of (a) and (b) where:

         (a) is equal to 4% of the amount of pension such employee received as
             of June 1, 1989 and

                                     4A-11
<PAGE>   39
         (b) is equal to $20.00

         Effective July 1, 1990 and on each succeeding July 1st thereafter the
         pension payable to such an employee described in the first paragraph of
         this Section will be increased to an amount equal to the product of (c)
         and (d) where:

         (c) is equal to the amount of monthly pension payable to such employee
             effective July 1, 1989 and

         (d) is equal to the Cost Of Living Factor then applicable to him.

         The Cost Of Living Factor applicable to such an employee on any given
         July 1st shall be equal to Factor A below or Factor B below, whichever
         is smaller, where:

         Factor A equals on July 1, 1990, the CPI Ratio for that date and on any
         succeeding July 1st equals Factor A on the preceding July 1st
         multiplied by the CPI Ratio for such succeeding July 1st, and

         Factor B equals on July 1, 1990, 1.04 and on any succeeding July 1st
         equals Factor B on the preceding July 1st multiplied by 1.04 provided,
         however, that in no case will the Cost Of Living Factor applicable to
         such an employee decrease.

         If the surviving spouse of an employee described in the first paragraph
         of this Section receives a pension on or after July 1, 1989 because of
         the joint

                                     4A-12
<PAGE>   40
    and survivor form of pension elected by the employee, such spouse shall have
    the pension otherwise payable to her on or after July 1, 1989 increased in
    accordance with this Section 4.7B.

    For purposes of this Section 4.7B the "CPI Index" and the "CPI Ratio" will
    be as defined in Section 4.7A.

4.8 Each Active Participant who will have attained his 62nd birthday on or
    before February 1, 1988 who terminates his employment in the period starting
    on December 2, 1987 and ending on February 1, 1988 and who is employed in
    New York, Fairfield, El Monte, Elk Grove Village, Attleboro, or East
    Providence is entitled to an ERP Pension and an ERP Lump Sum Payment
    determined as follows:

         (a) The ERP Pension for an eligible Active Participant is equal to his
    Accrued Monthly Pension as otherwise calculated under the Plan including the
    calculation of the Active Participants' Average Monthly Basic Pay but
    reflecting the additional service the participant would have if he continued
    as an Active Participant until the latter (i) of his Normal Retirement Date
    and (ii) six months after his effective date of retirement (i.e., July 1,
    1988 or August 1, 1988 as applicable).

         (b) The ERP Lump Sum Payment will be payable upon retirement in an
    amount

                                     4A-13
<PAGE>   41
    equal to the product of (i) x (ii) where

                  (i) is equal to the Active Participant's Basic Pay at December
         1, 1987 divided by 52 and

                  (ii) is equal to the Active Participant's Benefit Service at
         his effective date of retirement with a maximum of 10 years.

4.9 Each Active Participant (a) who is eligible for an Early Retirement Pension
    or a Normal Retirement Pension on January 1, 1992, (b) who has at least 10
    years of Continuous Service on January 1, 1992, (c) whose job terminates or
    is relocated outside of New York city after December 31, 1991 and before
    October 2, 1992 and (d) who qualifies for the "Staying Bonus" related to
    relocation of New York Office jobs outside of Manhattan is eligible to make
    an election under the Early Retirement Plan. The election under the Early
    Retirement Plan may be made during the 6 month period ending with the
    elimination of the Active Participant's position in the New York city office
    of Handy & Harman. The amount of pension for an eligible Active Participant
    is equal to his Accrued Monthly Pension as otherwise calculated under the
    Plan including the calculation of his Average Monthly Basic Pay except that
    an additional 5 years of Benefit Service will be inputted into the
    calculation.

                                     4A-14
<PAGE>   42
                           HANDY & HARMAN PENSION PLAN

                                    Article 4

      BENEFITS FOR PARTICIPANTS, THEIR SURVIVING SPOUSES AND BENEFICIARIES

                Plan As In Effect At All Participating Companies


4.10 Straight Life Pension. A monthly pension payable for the lifetime of the
     Participant with no continuation in the event of the Participant's death
     after the effective date of the Participant's benefit commencement to the
     Participant's spouse or beneficiary.

4.11 Ten Years Certain And Life Thereafter Pension. A monthly pension payable
     for the lifetime of the Participant with the further provision that in the
     event of the Participant's death after the effective date of the
     Participant's benefit commencement and prior to receipt by the Participant
     of at least 120 monthly payments such payments shall continue to the
     Participant's beneficiary until a total of 120 monthly payments has been
     made to the Participant and his beneficiary.

4.12 50% Joint And Survivor Pension. A monthly pension payable for the lifetime
     of the Participant with the further provision that if the Participant is
     survived by the spouse to whom he was married at the time his pension
     commenced, monthly pension payments will be made to such spouse beginning
     on the first day of the month following the month in which such Participant
     died and

                                      4-1
<PAGE>   43
         continuing for the remainder of such spouse's lifetime, with the last
         monthly pension payment to such spouse to be made on the first day of
         the month in which the death of the spouse occurred, and with the
         amount of each such monthly pension payment to be made to such spouse
         on any given date to be equal to one-half of the pension amount which
         such Participant would have received on such date if he had survived to
         receive such payment.

4.13     Optional Forms of Pension Benefit. Subject to written notice of the
         Participant's election filed with the Committee in such form and manner
         as the Committee may determine, and subject to such other requirements
         as the Committee may establish and uniformly apply, a Participant
         entitled to receive a pension may elect to receive a pension payable in
         accordance with one of the following applicable forms of pension:

         Option A - Applicable to all Participants - a Straight Life Pension as
         described in Section 4.10.

         Option B - Applicable to all Participants - a Ten Years Certain And
         Life Thereafter Pension as described in Section 4.11.

         Option C - Applicable to a Participant who will receive his pension
         pursuant to Section 4.1, 4.2 or 4.3 and is married at the time his
         pension is to

                                      4-2
<PAGE>   44
         commence - a 100% Joint And Survivor Pension which provides a reduced
         pension for the lifetime of the Participant, with 100% of the reduced
         amount payable to the Participant continued thereafter to the spouse he
         was married to at his retirement for the remainder of the spouse's
         lifetime.

         Option D - Any other form of pension payable on a monthly basis that is
         approved by the Committee, which option shall thereupon become
         uniformly available to all similarly situated Participants.

         Such optional form of pension shall be in lieu of and in complete
         substitution of all other benefits that the Participant is otherwise
         entitled to receive from the Plan; provided, however:

         (a) The Committee shall provide each Married Participant no less than
             30 days and not more than 90 days prior to the Annuity Starting
             Date with a written explanation of the terms and conditions of the
             pension provided under Article 4 including the Participant's right
             to make and the effect of an election to receive an optional form
             of benefit, the rights of the Participant's spouse; the right to
             make and the effect of a revocation of a previous election to waive
             the pension; and the amounts of the optional forms of benefit
             available to the Participant under the Plan.

         (b) The election by a Participant of Option A, B or D shall not be
             effective unless (1) within ninety (90) days preceding the Annuity
             Starting Date the Participant's spouse

                                      4-3
<PAGE>   45
             irrevocably consents in writing to the Participant's election and
             to the naming of a specific non-spouse beneficiary (including any
             class of beneficiaries or contingent beneficiaries); (ii) the terms
             of such consent acknowledge the effect of the waiver; (iii) the
             consent is witnessed by a representative of the Committee or
             acknowledged before a notary public; and (iv) the election
             designates a form of payment which may not be changed without
             spousal consent. The provisions of this paragraph shall not be
             applicable if the Committee is satisfied that the required consent
             cannot be obtained because the Participant does not have a spouse;
             because the spouse cannot be located; or because of such other
             circumstances as the Secretary of the Treasury may prescribe by
             regulations. Any consent by a spouse or the establishment that the
             consent of a spouse cannot be obtained shall only be effective with
             respect to such spouse.

         (c) If the Participant elects before the Annuity Starting Date a form
             of joint and survivor pension under Option C that satisfies the
             requirements of this Section 4.13 and dies before the Annuity
             Starting Date, that elected Option will be treated as the
             Pre-retirement Spouse Pension in substitution for the
             Pre-retirement Spouse Pension otherwise provided by the Plan.

                                      4-4
<PAGE>   46
         (d) If distributions commence on or after January 1, 1988 in the form
             of a joint and survivor annuity for the joint lives of the
             Participant and a nonspouse beneficiary, annuity payments to be
             made on or after the Participant's required beginning date to the
             designated beneficiary after the Participant's death must not at
             any time exceed the applicable percentage of the annuity payment
             for such period that would have been payable to the Participant
             using the table set forth in Q&A-A6 of section 1.401(a)(9)-2 of the
             Proposed Income Tax Regulations.

         (e) If distributions commence prior to January 1, 1988 in the form of a
             joint and survivor annuity for the joint lives of the Participant
             and a nonspouse beneficiary, the present value of annuity payments
             to be made to the designated beneficiary after the Participant's
             death must not exceed 50% or more of the present value of the
             benefits payable to both the Participant and his beneficiary.

         (f) No pension with a period certain for a period extending beyond the
             life expectancy on the benefit commencement date of the Participant
             and his beneficiary may be elected.

         (g) All options will be subject to the provision of any insurance or
             annuity contract which provides all or part of the benefit payable
             under the Plan to any Participant to the extent consistent with the
             terms of this Plan.

                                      4-5
<PAGE>   47
         (h) If the single sum amount which is the Actuarial Equivalent of the
             Participant's (or surviving spouse's) pension, as applicable, is
             $3,500 or more, no lump sum payment will be made from the Plan
             except as otherwise explicitly provided in this Plan.

         (i) If a pension has already commenced to a Participant and/or spouse,
             as applicable, no lump sum payment will be made from the Plan.

         The amount of any pension payable in accordance with an option provided
         in this Section shall be the Actuarial Equivalent of the pension that
         would otherwise be payable to the Participant if he was not married on
         his benefit commencement date and if no option had been elected.


4.14     Small Amounts. If the lump sum amount which is the Actuarial Equivalent
         of the monthly benefit payable to any Participant or surviving spouse
         from this Plan and all other defined benefit plans of an Affiliated
         Corporation is less than $3,500. ($2,500 for determinations effective
         on or after December 1, 1985 but prior to September 1, 1988 and $1,750.
         for determinations effective prior to December 1, 1985), such lump sum
         shall be distributed in lieu of the monthly benefit.

                                      4-6
<PAGE>   48
4.15 Postponed Retirement. A Participant may continue in the employ of an
     Affiliated Corporation beyond such Participant's Normal Retirement Date. In
     such event, no pension shall be payable to such Participant until the
     Participant's Postponed Retirement Date, which shall be the earlier of (a)
     the first day of the month coincident with or next following the date of
     the Participant's actual retirement, or (b) the first day of the month in
     which the Participant's employment ceases to be substantial. For this
     purpose, a Participant's employment will be substantial if the Participant
     renders ten (10) days (or separate work shifts) in a calendar month. Each
     Participant who is on Postponed Retirement shall receive from the Committee
     the notice required by Section 4.18.

     A Participant who retires on a Postponed Retirement Date, shall receive,
     commencing on the Participant's Postponed Retirement Date, the pension
     calculated pursuant to Section 4.1 based on the Participant's Postponed
     Retirement Date.

4.16 Mandatory Commencement of Persons While Still Employed. Distribution of a
     Participant's entire interest will commence not later than the April 1st
     following the calendar year in which the Participant attains age 70-1/2 or,
     in the case of an employee other than a 5% owner (as described in Code
     Section 416(i)) who attained age 70 1/2 prior to January 1, 1988, the April
     1st following the calendar year in which the Participant retires, if 

                                      4-7
<PAGE>   49
     later.

     The monthly benefit payable to a Participant shall reflect the
     Participant's Accrued Monthly Pension determined as of the April 1st
     following the calendar year in which the Participant attains age 70-1/2 and
     shall be adjusted effective on the January 1 following the calendar year in
     which the Participant's benefit payments commence and on each succeeding
     January 1 that the Participant remains actively employed, to reflect the
     effect of changes in the Participant's Accrued Monthly Pension since the
     previous January 1. The final adjustment shall be made as of the
     Participant's Postponed Retirement Date. Adjustments required by this
     paragraph shall include a reduction equal to the Actuarial Equivalent of
     benefit payments already made to the Participant. In no event, however,
     shall the benefit payable to the Participant be reduced as a result of this
     paragraph. Determination of monthly benefit payments under this paragraph
     shall end with the payment made for the month in which occurs the
     Participant's Postponed Retirement Date or date of death if earlier. The
     date of the first payment to the Participant will be the Participant's
     Annuity Starting Date and any optional form of pension elected under
     Section 4.13 will be elected as of that date and will remain in effect.

4.17 Suspension of Benefits.

     If a Participant resumes employment, and if such employment is substantial
     as defined in Section 4.15, his pension shall be suspended during each
     calendar month of such employment. Upon his subsequent

                                      4-8
<PAGE>   50
     retirement, his pension shall be recomputed, based on his Accrued Monthly
     Pension accrued pursuant to Section 3.3 for his Benefit Service prior and
     subsequent to such return to employment and his then attained age, and
     reduced on an actuarial basis to take account of payments previously
     received by him. Such recomputation and adjustment shall be to the extent
     permitted by law. The Committee shall establish procedures which are
     consistent with Department of Labor Regulation Section 2530.203-3,
     including, but not limited to, procedures for the resumption of benefits
     and the offsetting of benefit overpayments, if any, hereunder.

4.18 Notice of Suspension of Benefits.

     The Committee shall prepare and deliver, to each Participant whose pension
     is deferred pursuant to Section 4.15, or suspended pursuant to Section
     4.17, a notice containing: (a) a description of the specific reasons for
     the deferral or suspension of benefit payment; (b) a general description of
     the Plan provisions relating to the deferral or suspension; (c) a copy of
     such provisions; (d) a statement to the effect that applicable Department
     of Labor regulations may be found in Section 2530.203-3 of the Code of
     Federal Regulations; and (e) a description of the Plan's claims procedures.
     Such notice shall be furnished to the Participant by personal delivery or
     first class mail during the calendar month in which occurs his Normal
     Retirement Date if his benefits are being deferred pursuant to Section
     4.15, or during the first calendar month in which his benefits are
     suspended pursuant to Section 4.17, whichever is applicable.

                                      4-9
<PAGE>   51
4.19 Direct Rollovers (Effective January 1, 1993).

     Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a distributee's election under this Plan, a distributee may
     elect, at the time and in the manner prescribed by the Committee, to have
     any portion of an eligible rollover distribution paid directly to an
     eligible retirement plan specified by the distributee in a direct rollover.

     For purposes of this Section 4.19 the following definitions apply:

     "Eligible Rollover Distribution" is any distribution of all or any portion
     of the balance to the credit of the distributee, except that an eligible
     rollover distribution does not include any distribution that is one of a
     series of substantially equal periodic payments (not less frequently than
     annually) made for the life (or life expectancy) of the distributee or the
     joint lives (or joint life expectancies) of the distributee and the
     distributee's designated beneficiary, or for a specified period of ten
     years or more; any distribution to the extent such distribution is required
     under Section 401(a)(9) of the Code; and the portion of any distribution
     that is not includible in gross income.

     "Eligible Retirement Plan" is an individual retirement account described in
     Section 408(a) of the Code, an individual retirement annuity described in
     Section 408(b) of the Code, an annuity plan described in Section 403(a) of
     the Code, or a qualified defined contribution plan described in Section
     401(a) of the Code, that

                                      4-10
<PAGE>   52
     accepts that distributee's eligible rollover distribution. However, in the
     case of an eligible rollover distribution to the surviving spouse, an
     eligible retirement plan is an individual retirement account or individual
     retirement annuity.

     "Distributee" includes an employee or former employee. In addition, the
     employee's or former employee's surviving spouse and the employee's or
     former employee's spouse or former spouse who is the alternate payee under
     a qualified domestic relations order, as defined in Section 414(p) of the
     Code, are distributees with regard to the interest of the spouse or former
     spouse.

     "Direct Rollover" is a payment by the plan to the eligible retirement plan
     specified by the distributee.

4.20 Deemed Cash Out. If a Participant terminates service, and the present value
     of the Participant's vested accrued benefit derived from employer and
     employee contributions is not greater than $3,500, the Participant shall
     receive a distribution of the present value of the entire vested portion of
     such accrued benefit and the nonvested portion will be treated as a
     forfeiture. For purposes of this section, if the present value of a
     Participant's vested accrued benefit is zero, the Participant shall be
     deemed to have received a distribution of such vested accrued benefit.

                                      4-11
<PAGE>   53
     If a Participant receives or is deemed to receive a distribution pursuant
     to this section and the Participant resumes covered employment under the
     Plan, he or she shall have the right to restore his or her employer-derived
     accrued benefit (including all optional forms of benefits and subsidies
     relating to such benefits) to the extent forfeited upon the repayment to
     the Plan of the full amount of the distribution plus interest, compounded
     annually from the date of distribution at the rate determined for purposes
     of Section 411(c)(2)(C) of the Code. Such repayment must be made before the
     earlier of five years after the first date on which the participant is
     subsequently reemployed by the employer, or the date the participant incurs
     5 consecutive 1-year breaks in service following the date of distribution.

4.21 Nonduplication Of Benefits - Transfer Provision. Any benefit payable under
     this Pension Plan to or on account of a former Active Participant who was
     in the employment of an Affiliated Corporation other than the Participating
     Company prior to becoming an Active Participant shall be reduced by the
     amount of any pension benefit or death benefit or benefits of a similar
     nature, whether or not deferred, which are payable from

                                      4-12
<PAGE>   54
     a qualified pension, profit sharing, or annuity plan maintained by such
     Affiliated Corporation.

     Any benefit payable under this Pension Plan to or on account of a former
     Active Participant who was an Active Participant at the time his employment
     with a Participating Company terminated shall be reduced by the amount of
     any benefit payable from any qualified pension plan, other than this
     Pension Plan, maintained by that Participating Company.

     If a person who terminated his employment with an Affiliated Corporation
     and received benefits as either a lump sum or in monthly payments, from any
     qualified retirement plan of an Affiliated Corporation subsequently becomes
     an Active Participant under the Plan and his prior period of service is
     included under this Plan for purposes of calculating the amount of his
     benefit, then the benefit otherwise payable from this Plan will be reduced
     by the Actuarial Equivalent of the benefits he received prior to his
     reemployment date.


4.22 Commencement Date of Pensions.

     Unless the Participant, surviving spouse or other beneficiary as applicable
     elects otherwise, payment of benefits shall begin no later than 60 days
     following the end of the Plan Year in which occurs the later of:

         (a) the Participant's 65th Birthday, or

                                      4-13
<PAGE>   55
     (b) the Participant's actual termination of employment.

     The Committee shall inform the Participant or the Participant's spouse as
     applicable of the right to defer any distribution of the Participant's
     Accrued Monthly Pension until the Participant's Normal Retirement Date
     unless the present value of Participant's pension is payable under Section
     4.14 Small Amounts.

4.23 A Vested Participant shall not forfeit any portion of his Accrued Monthly
     Pension for cause.

4.24 At the death of a former Active Participant who, at the time of his death,
     was receiving a pension, his remaining interest under the Plan, if any,
     will be distributed at least as rapidly as under the form of payment in
     effect at the Participant's death.

                                      4-14
<PAGE>   56
                           HANDY & HARMAN PENSION PLAN

                                    Article 5

                                  CONTRIBUTIONS


5.1 The Company shall pay directly to and under the Pension Trust all
    contributions to provide or purchase the benefits of the Pension Plan. The
    amount of such contributions to be made by the Company in and for any Plan
    Year shall be the amount determined by the Board of Directors, or by any
    person or party authorized by the Board of Directors. For the purposes of
    such determination, the Board of Directors and such authorized person or
    party may rely upon any actuarial valuations and recommendations made by any
    individual or firm or department appointed by the Committee and qualified to
    act as the consulting actuary for the Pension Plan.

5.2 Forfeitures arising hereunder shall not increase the benefit of any
    Participant, but shall be applied to reduce future Company contributions to
    the Pension Plan.

5.3 Employees shall not make contributions to this Pension Plan. If any
    amendment to the Pension Plan shall require any contributions from any
    employees or class of employees, such amendment shall not become effective
    until after the expiration of the Plan Year in which the amendment is
    adopted by the Board of Directors.

                                      2B-1
<PAGE>   57
5.4 All reasonable expenses incurred in connection with the administration of
    the Plan, including but not limited to the compensation and reimbursement of
    expenses of the accountant, actuary, investment counsel, legal counsel,
    Trustee, or other person who shall be employed in connection with the
    administration thereof, shall be paid from the Pension Trust to the extent
    not paid by the Company.

                                      2B-2
<PAGE>   58
                           HANDY & HARMAN PENSION PLAN

                                    Article 6

                                  PENSION TRUST


6.1 The Pension Trust shall form a part of the Pension Plan.

6.2 The Pension Trustee shall be the person or persons or party or parties
    appointed by the Board of Directors to serve at its pleasure and shall have
    the exclusive authority and discretion to manage and control Pension Plan
    assets.

6.3 The Pension Trust shall be evidenced by a pension trust agreement, and all
    subsequent amendments, made and executed by and between the Company and the
    Pension Trustee. The Pension Trust shall contain such terms and conditions
    as may be agreed upon from time to time between the Company and the Pension
    Trustee, subject to the provisions of Section 6.4 hereof. In the event more
    than one Pension Trustee is appointed, the Trustees shall make such rules
    for the conduct of their business as they may deem appropriate.

6.4 It shall be impossible at any time prior to the satisfaction of all
    liabilities with respect to Participants, beneficiaries and surviving
    spouses under the Trust, for any part of the corpus or income, to be used
    for, or diverted to, purposes other than for the exclusive benefit of
    Participants, beneficiaries and surviving spouses, provided that nothing
    herein shall be deemed to prevent the return of any

                                      6-1
<PAGE>   59
    employer contribution (a) resulting from a mistake of fact, (b) conditioned
    upon initial qualification of the Pension Plan under Section 4O1(a) of the
    Code, or (c) conditioned upon deductibility under Section 4O4 of the Code,
    within one year after the date of (a) payment of the contribution, (b) the
    denial of initial qualification, or (c) the disallowance of the
    contribution, respectively.

6.5 The Pension Trustee shall have the power to obtain such outside advice and
    assistance as he may deem appropriate in the performance of his duties, and
    to delegate such of his responsibilities, other than his responsibility to
    manage and control Pension Plan assets, to such person or persons he may
    deem appropriate.

6.6 The Pension Trustee shall have the power to appoint one or more investment
    managers to manage all or any part of the assets of the Pension Plan, and
    upon such appointment, the Pension Trustee shall not be under any obligation
    to invest or manage any asset subject to the management of such investment
    manager and shall have no liability for the acts or omissions of such
    investment manager.

6.7 The Pension Trustee shall have no liability hereunder except by reason of
    failure to discharge his duties hereunder solely in the interest of 
    Participants and beneficiaries and surviving spouses thereof in accordance
    with the

                                      6-2
<PAGE>   60
    Pension Plan documents, with the care, skill, prudence and diligence under
    the circumstances then prevailing that a prudent man acting in a like
    capacity and familiar with such matters would use in the conduct of an
    enterprise of a like character and with like aims.

6.8 In the event more than one Pension Trustee is appointed, such Trustees shall
    have the power to allocate their responsibilities hereunder among themselves
    in any manner they deem appropriate, by a written agreement signed by all
    the Trustees. A copy of any such agreement shall be delivered to the
    Administrative Committee and to the Secretary of the Company. In the event
    they should so a1locate their duties among themselves, each Pension Trustee
    shall be responsible only for those duties specifically allocated to him and
    for those duties not specifically allocated to any other Pension Trustee.

6.9 The Pension Trustee shall serve without compensation if he is otherwise
    compensated by the Company; however, in the event the Company does not do so
    directly, the Pension Plan may reimburse the Pension Trustee for such
    expenses as are actually and properly incurred.

                                      6-3
<PAGE>   61
                           HANDY & HARMAN PENSION PLAN

                                    Article 7

                       ADMINISTRATION OF THE PENSION PLAN


7.1 The general operation and administration of this Pension Plan and the
    authority for carrying out the provisions hereof shall be placed in a
    Committee which shall be called the Handy & Harman Pension Plan
    Administrative Committee and such Committee shall be the named fiduciary for
    the administration of the Pension Plan.

7.2 The Committee shall consist of not less than three individuals who shall be
    appointed from time to time by the Board of Directors to serve at the
    pleasure of the Board of Directors.

7.3 The Committee may appoint one of its number to act as its chairman, and may
    appoint a secretary who need not be one of its number.

7.4 The Committee may employ such outside assistants and advisors in the
    performance of its duties as it may deem helpful and, in its sole
    discretion, may delegate to another person or persons the responsibility of
    carrying out such of its duties hereunder as it may deem appropriate. The
    Committee, by a written instrument signed by all individuals then on the
    Committee, may delegate to any individual or individuals, who need not be
    one of its number, the power to

                                      7-1
<PAGE>   62
    execute and deliver in the name of and on behalf of the Committee any
    written instrument of any type which may be required at any time by any
    person or party.

7.5 The Committee may establish rules from time to time for the transaction of
    its business and for the administration of the Pension Plan.

7.6 The Committee may maintain, or cause to be maintained, such accounts and
    records as it may deem necessary or advisable to properly reflect the
    administration of the Pension Plan. Such accounts and records shall be
    subject to audit at the close of each Plan Year by the Board of Directors or
    by any person or party authorized by the Board of Directors. Each
    Participant shall be entitled to examine at any reasonable time any such
    account or record directly pertaining to him, but he shall have no right to
    examine any account or record directly pertaining to any other person.

7.7 No fee or compensation shall be paid to any individual serving on the
    Committee; however, in the event the Company does not do so directly, the
    plan may reimburse Committee members for such expenses as they may have
    properly and actually incurred.

7.8 No member of the Committee shall be responsible or liable for any act 

                                      7-2
<PAGE>   63
     or omission except for failure to discharge his duties hereunder solely in
     the interest of Participants, their beneficiaries, and surviving spouses,
     in accordance with Plan documents, with the care, skill, prudence and
     diligence under the circumstances then prevailing that a prudent man acting
     in a like capacity and familiar with such matters would use in the conduct
     of an enterprise of a like character and with like aims.

7.9  The members of the Committee shall have the power to allocate their
     responsibilities among themselves in any manner they may deem appropriate,
     by a written agreement signed by all the members of the Committee holding
     office on the date of such agreement. A copy of any such agreement shall be
     delivered to the Secretary of the Company and to the Pension Trustee. In
     the event the members of the Committee should so allocate their
     responsibilities, each Committee member shall be liable only for those
     duties allocated to him and for those duties not specifically allocated to
     any other member of the Committee.

7.10 Each Participant, beneficiary or surviving spouse entitled to receive a
     benefit hereunder shall submit an application for benefits to the Committee
     at 250 Park Avenue, New York, New York, 10177 its principal place of
     business.

                                      7-3
<PAGE>   64
    Applications for benefits must be in writing on the forms prescribed by the
    Committee and must be signed by the Participant, or in the case of a death
    benefit, by the beneficiary or legal representative of the deceased
    participant. The Committee reserves the right to require that the
    Participant furnish proof of his age and that of his spouse or co-pensioner,
    if any, prior to processing any application.

    Each application shall be acted upon and approved or disapproved by the
    Committee within sixty days following its receipt by the Committee. In the
    event any application for benefits is denied, in whole or in part, the
    Committee shall notify the applicant in writing of such denial and of his
    right to a review by the Committee and shall set forth in a manner
    calculated to be understood by the applicant, specific reasons for such
    denial, specific references to pertinent Pension Plan provisions on which
    the denial is based, a description of any additional material or information
    necessary for the applicant to perfect his application, an explanation of
    why such material or information is necessary, and an explanation of the
    Pension Plan's review procedure.

    Any person, or his duly authorized representative, whose application for
    benefits is denied in whole or in part may appeal from such denial to the
    Committee for

                                      7-4
<PAGE>   65
    a review of the decision by submitting to the Committee within one year
    after receiving written notice from the Committee of the denial of his claim
    a written statement:

         (a) Requesting a review of his application for benefits by the
    Committee;

         (b) Setting forth all of the grounds upon which his request for review
    is based and any facts in support thereof; and

         (c) Setting forth any issues or comments which the applicant deems
    pertinent to his application.

    The Committee shall meet to review appeals submitted to it. The Committee
    shall act upon each appeal within sixty days after receipt of all data
    necessary for its determination by the Committee, or within one hundred and
    twenty days under special circumstances.

    The Committee may require the Affiliated Corporation or the applicant to
    submit such additional facts, documents, or other evidence which the
    Committee, in its sole discretion, deems necessary or advisable in making
    such a review. On the basis of its review, the Committee shall make an
    independent determination of the applicant's eligibility for benefits under
    the Pension Plan. The decision of the Committee on any application for
    benefits shall be final and conclusive upon all persons.

                                      7-5
<PAGE>   66
7.11 Each person with respect to whom benefits from the Pension Plan may be
     payable at death shall name a beneficiary to receive any such benefit
     (other than a benefit payable to his surviving spouse as such) on a form
     furnished by and filed with the Committee. Any such person shall during his
     lifetime have the right to change his beneficiary by filing written notice
     to that effect with the Committee on a form furnished by the Committee.
     Such change shall take effect on receipt of such notice by the Committee.
     Any payment made from the Pension Plan prior to the receipt of notice of
     change of beneficiary shall to the extent of such payment relieve the
     Pension Plan of its obligation.

     If benefits are payable from the Pension Plan at the death of a person
     (other than a benefit payable to his surviving spouse as such) but no
     beneficiary named by the person is surviving to receive the benefits, the
     following rules will apply:

         (a) If the benefit payable is not in the form of a single sum, periodic
             benefits payable shall be commuted to their Actuarial Equivalent.

         (b) The benefit shall then be paid in a single sum to the surviving
             relatives of such person in the following order: spouse, child or
             children in equal parts, mother, father, or if no such relative
             survives, then to the executor or administrator of the deceased
             person.

                                      7-6
<PAGE>   67
7.12 In the event that it is determined that a person who is entitled to
     benefits from the Pension Plan is a minor or is unable to care for his
     affairs because of illness, accident, or incompetency, either mental or
     physical, unless claim shall have been made therefor by a legally appointed
     guardian or other legal representative of such person, any payments due
     such person may, but need not, be paid in the sole discretion of the
     Committee to an individual or an institution who appears to the Committee
     to assume responsibility for the care, custody or support of such person
     and such payment shall to the extent thereof release the Pension Plan from
     any further obligation or liability.


7.13 Notwithstanding any other provision contained herein, the Committee shall
     have the sole and absolute discretion to determine eligibility for benefits
     under the Plan and to construe and interpret the provisions of the Plan and
     Trust Agreement, including, but not limited to, doubtful or disputed terms,
     and to make factual determinations with respect thereto. The decision of a
     majority of the then Committee shall govern and control and shall be final
     and binding on the Participating Company, the Pension Trustee, each
     Participant and beneficiary or surviving spouse thereof and every other
     person or party. Such decision may be evidenced by a vote at any meeting at
     which a majority of the Committee is present in person or by proxy or such
     decision may be evidenced by a written instrument signed by a majority of
     the Committee when no meeting is held.

                                      7-7
<PAGE>   68
                           HANDY & HARMAN PENSION PLAN

                                    Article 8

                         AMENDMENTS TO THE PENSION PLAN


8.1 The Board of Directors by board resolution shall have the exclusive right at
    any time and from time to time (and retroactively if deemed necessary or
    appropriate to meet the requirements of Section 401(a) of the Code and of
    ERISA and any similar provisions of subsequent revenue or other laws, or the
    rules and regulations from time to time in effect under any of such laws or
    to conform with governmental regulations or other policies) to modify or
    amend in whole or in part any or all of the provisions of the Plan;
    provided, however, that no such modification or amendment shall make it
    possible for any part of the corpus or income of the Trust Fund to be used
    for, or diverted to, purposes other than for the exclusive benefit of
    Participants and their joint or contingent annuitants and beneficiaries
    under the Plan prior to the satisfaction of all liabilities with respect to
    Participants and their joint or contingent annuitants and beneficiaries
    under the Plan.

8.2 No amendment to the Plan, including a change in the actuarial basis for
    determining optional or early retirement benefits, shall be effective to the
    extent that it has the effect of decreasing a Participant's accrued benefit.
    Notwithstanding the preceding sentence, a Participant's accrued benefit may
    be reduced to the extent permitted under Section 412(c)(8) of the Code. For
    purposes of this paragraph, a Plan amendment which has the effect of (1)
    eliminating or reducing

                                       8-1
<PAGE>   69
    an early retirement benefit or a retirement-type subsidy, or (2) eliminating
    an optional form of benefit, with respect to benefits attributable to
    service before the amendment shall be treated as reducing accrued benefits.
    Furthermore, no amendment to the Plan shall have the effect of decreasing a
    Participant's vested interest determined without regard to such amendment as
    to the later of the date such amendment is adopted, or becomes effective.

8.3 If the Plan's vesting schedule is amended or if the Plan is amended in any
    way that directly or indirectly affects the computation of a Participant's
    nonforfeitable percentage, each Participant with three (3) or more years of
    Continuous Service may elect within a reasonable period of time to have his
    vested Accrued Monthly Pension determined under the Plan without regard to
    such amendment or change unless such amendment automatically provides that
    the higher nonforfeitable percentage will be applied. The period during
    which the election may be made shall commence with the date the amendment is
    adopted or deemed to be adopted and shall end on the latest of: (a) 60 days
    after the amendment is adopted, (b) 60 days after the amendment becomes
    effective; or (c) 60 days after the Participant is issued written notice of
    the amendment by the Committee.

                                      8-2
<PAGE>   70
                           HANDY & HARMAN PENSION PLAN

                                    Article 9

                         TERMINATION OF THE PENSION PLAN



9.1 While the Company intends to continue the Plan indefinitely, nevertheless it
    assumes no contractual obligation as to its continuation and the Board of
    Directors may terminate or partially terminate the Plan or may discontinue
    the participation in the Plan of the employees or any Participating Company
    so that after the date of such discontinuance such employees shall accrue no
    further benefits under the Plan. If the Plan is terminated or partially
    terminated, the affected Participants shall be one hundred percent (100%)
    vested in their accrued benefits to the extent then funded.

    Upon termination of the Plan, or to determine the level of funding of an
    accrued benefit in the event of a partial termination of the Plan, Plan
    assets, after payment of all expenses of administration or liquidation,
    shall be allocated in accordance with Section 4044 of ERISA provided such
    allocation does not result in prohibited discrimination under section
    401(a)(4) of the Code. If such allocation does result in prohibited
    discrimination, Plan assets may be allocated, at the direction of the
    Committee, in any manner acceptable to the Internal Revenue Service and the
    Pension Benefit Guaranty Corporation.

    Upon termination of partial termination of the Plan, benefits may be
    provided through the purchase of annuities or by any other means

                                      9-1
<PAGE>   71
    deemed appropriate by the Committee. Solely to the extent required by ERISA,
    a Participating Company shall make such additional contributions to the Plan
    after the Plan terminates as shall be required by ERISA.

    After satisfaction of all accrued liabilities of the Plan with respect to
    Participants and their joint and contingent annuitants and beneficiaries
    under the Plan, any assets that remain shall be deemed to be the result of
    actuarial error and shall be paid to the then Participating Companies in
    such proportion as the Committee shall determine.

9.2 The board of directors of any Participating Company shall have the right to
    terminate the Plan with respect to its employees and Participants.

                                      9-2
<PAGE>   72
                           HANDY & HARMAN PENSION PLAN

                                   Article 10

           TEMPORARY LIMITATION ON BENEFITS FOR HIGHLY-PAID EMPLOYEES


10.1 Prior to the date the pretermination restrictions in Section 10.3 are
     effective, the benefits to be provided to certain participants will be
     subject to the limitation set forth in this Section 10.1.

     The provisions of this Article 10 shall apply to a Participant who is one
     of the twenty-five highest-paid employees of any Participating Company on
     any "Commencement Date" whose anticipated benefits under the Pension Plan
     at his Normal Retirement Date exceed $1,500 per year. "Commencement Date"
     shall mean the effective date of the Pension Plan or any amendment to the
     Pension Plan which substantially increases the benefits provided thereby.
     In the event that during the first 10 years following a Commencement Date
     the Pension Plan is terminated, the amount of the benefits provided under
     the Pension Plan for any such Participant shall not be greater than the
     benefits that can be provided by the largest of the following amounts:

     (a) The contributions (or funds attributable thereto) which would have been
         applied to provide the benefit if the Pension Plan as in effect on the
         day preceding such Commencement Date had been continued without change;

     (b) $20,000; or

     (c) The sum of (i) the contributions (or funds attributable thereto) which
         would have been applied to provide benefits for the

                                      10-1
<PAGE>   73
     Participant if the Pension Plan had been terminated on the day before such
     Commencement Date, plus (ii) an amount computed by multiplying the smaller
     of $10,000 or twenty percent of the average annual remuneration of such
     Participant during the last five years of service by the number of years
     since such Commencement Date; or

     (d) (i) with respect to a Participant who is one of the 25 highest-paid
         employees and who is also a substantial owner (as defined in section
         4022(b)(5) of ERISA) the present value of the benefit guaranteed for
         such Participant under section 4022 of ERISA, or if the plan has not
         terminated, the present value of the benefit that would be guaranteed
         if the plan terminated on the date the benefit commences, determined in
         accordance with regulations of the PBGC; and (ii) with respect to a
         Participant who is one of the 25 highest-paid employees but not a
         substantial owner, the present value of the maximum benefit described
         in section 4022(b)(3)(B) of ERISA (determined on the earlier of the
         date the plan terminates or the date benefits commence, and determined
         in accordance with regulations of PBGC) without regard to any other
         limitations in section 4022 of ERISA.

10.2 Any funds released by the operation of the provisions of Section 10.1 shall
     be allocated in the manner provided for in Section 9.1, but excluding from
     such allocation any person whose benefits are reduced by the provisions of
     Section 10.1.

                                      10-2
<PAGE>   74
10.3 New Pretermination Restrictions

     (a) For Plan Years beginning on or after January 1, 1994, benefits
         distributed to any of the 25 most highly compensated active and highly
         compensated former employees with the greatest compensation in the
         current or any prior year are restricted such that the annual payments
         are no greater than an amount equal to the payment that would be made
         on behalf of the employee under a straight life annuity that is the
         actuarial equivalent of the sum of the employee's accrued benefit, the
         employee's other benefits under the Plan (other than a social security
         supplement, within the meaning of section 1.411(a)-7(c)(4)(ii) of the
         Income Tax Regulations), and the amount the employee is entitled to
         receive under a social security supplement.

     (b) The preceding paragraph shall not apply if:

         (i) after payment of the benefit to an employee described in the
             preceding paragraph, the value of Plan assets equals or exceeds
             110% of the value of current liabilities, as defined in section
             412(l)(7) of the Internal Revenue Code,

        (ii) the value of the benefits for an employee described above is less
             than 1% of the value of current liabilities before distribution, or

       (iii) the value of the benefits payable under the Plan to an employee
             described above does not exceed $3,500.

     (c) An employee's otherwise restricted benefit may be distributed in full
         to the affected employee if prior to receipt of the

                                      10-3
<PAGE>   75
         restricted amount, the employee enters into a written agreement with
         the Committee to secure repayment to the Plan of the restricted amount.


                                      10-4
<PAGE>   76



                           HANDY & HARMAN PENSION PLAN

                                   Article 11

                             LIMITATIONS ON BENEFITS


11.1     Annual Benefit. For purposes of this Article, "annual benefit" means
         the benefit payable annually under the terms of the Plan (exclusive of
         any benefit not required to be considered for purposes of applying the
         limitations of Code Section 415 to the Plan) payable in the form of a
         straight life annuity with no ancillary benefits. If the benefit under
         the Plan is payable in any other form, the "annual benefit" shall be
         adjusted to the equivalent of a straight life annuity pursuant to
         Section 11.3(e).

11.2     Maximum Annual Benefit

         (a)      Notwithstanding the foregoing and subject to the exceptions
                  below, the maximum "annual benefit" payable to a participant
                  under this Plan in any "limitation year" shall equal the
                  lesser of: (1) $90,000 or (2) one hundred percent (100%) of
                  the participant's Compensation averaged over the three
                  consecutive "limitation years" (or actual number of
                  "limitation years" for participants who have been employed for
                  less than three consecutive "limitation years") during which
                  the participant had the greatest aggregate Compensation.

         (b)      For purposes of applying the limitations of Code Section 415,
                  the "limitation year" shall be the Plan Year.

         (c)      Notwithstanding anything in this Article to the contrary, if
                  the Plan was in existence on May 6, 1986, and had compiled at
                  all


                                      11-1
<PAGE>   77
                  times with the requirements of Code Section 415, the maximum
                  "annual benefit" for any individual who is a participant as of
                  the first day of the "limitation year" beginning after
                  December 31, 1986, shall not be less than the "current accrued
                  benefit". "Current accrued benefit" shall mean a participant's
                  accrued benefit under the Plan, determined as if the
                  participant had separated from service as of the close of the
                  last "limitation year" beginning before January 1, 1987, when
                  expressed as an annual benefit within the meaning of Code
                  Section 415(b)(2). In determining the amount of a
                  participant's "current accrued benefit", the following shall
                  be disregarded: (1) any change in the terms and conditions of
                  the Plan after May 5, 1986; and (2) any cost of living
                  adjustment occurring after May 5, 1986.

         (d)      The dollar limitation under Code Section 415(b)(1)(A) stated
                  in paragraph (a)(1) above shall be adjusted annually as
                  provided in Code Section 415(d) pursuant to the applicable
                  regulations. The adjusted limitation is effective as of
                  January 1st of each calendar year and is applicable to
                  "limitation years" ending with or within the calendar year.

         (e)      The limitation stated in paragraph (a)(2) above for
                  participants who have separated from service with a
                  non-forfeitable right to an accrued benefit shall be adjusted
                  annually as provided in Code Section 415(d) pursuant to the
                  regulations prescribed by the Secretary of the Treasury.

         (f)      For the purpose of this Article, all qualified defined benefit
                  plans (whether terminated or not) ever maintained by the
                  employer


                                      11-2
<PAGE>   78
                  shall be treated as one defined benefit plan, and all
                  qualified defined contribution plans (whether terminated or
                  not) ever maintained by the employer shall be treated as one
                  defined contribution plan.

         (g)      For the purpose of this Article, if the employer is a member
                  of a controlled group of corporations, trades or businesses
                  under common control (as defined by Code Section 1563(a) or
                  Code Section 414(b) and (c) as modified by Code Section
                  415(h)) or is a member of an affiliated service group (as
                  defined by Code Section 414(m)), all employees of such
                  employers shall be considered to be employed by a single
                  employer.

         (h)      For the purpose of this Article, if this Plan is a Code
                  Section 413(c) plan, all employers of a participant who
                  maintain this Plan will be considered to be a single employer.

11.3     Adjustments to Annual Benefit and Limitations

         (a)      If the "annual benefit" begins before the participant's Social
                  Security Retirement Age, but on or after age 62, the $90,000
                  limitation shall be reduced by: (1) in the case of a
                  participant whose Social Security Retirement Age is 65, 5/9 of
                  1% for each month by which benefits commence before the month
                  in which the participant attains age 65, or (2) in the case of
                  a participant whose Social Security Retirement Age is greater
                  than 65, 5/9 of 1% for each of the first 36 months and 5/12 of
                  1% for each of the additional months (up to 24) by which
                  benefits commence before the month in which the participant
                  attains his Social Security


                                      11-3
<PAGE>   79
                  Retirement Age. If the "annual benefit" begins before age 62,
                  the $90,000 limitation shall be the actuarial equivalent of
                  the participant's limitation for benefits commencing at age
                  62, reduced for each month by which benefits commence before
                  the month in which the participant attains age 62. In order to
                  determine actuarial equivalence for this purpose, the interest
                  rate assumption is the greater of five percent (5%) or the
                  rate specified in Section 1.1.

         (b)      Notwithstanding Section 11.3 (a) above, for "limitation years"
                  beginning prior to January 1, 1987, the $90,000 limit shall
                  not be reduced if the annual benefit begins on or after age
                  62. If the "annual benefit" begins before age 62, the $90,000
                  limitation shall be reduced so that it is the actuarial
                  equivalent of the $90,000 limitation beginning at age 62.
                  However, the $90,000 limitation shall not be actuarially
                  reduced to less than: (1) $75,000 if the "annual benefit"
                  commences on or after age 55, or (2) the amount which is the
                  actuarial equivalent of the $75,000 limitation at age 55 if
                  the "annual benefit" commences prior to age 55. For purposes
                  of adjusting the $90,000 limitation applicable prior to age 62
                  or the $75,000 limitation applicable prior to age 55, the
                  adjustment shall be made pursuant to Section 1.01 except that
                  the interest rate assumption shall be the greater of five
                  percent (5%) or the rate specified in Section 1.1 and the
                  mortality decrement shall be ignored to the extent that a
                  forfeiture does not occur at death.

         (c)      If the "annual benefit" begins after the participant's Social


                                      11-4
<PAGE>   80
                  Security Retirement Age (or for Plan Years beginning prior to
                  January 1, 1987, age 65) the $90,000 limitation shall be
                  increased so that it is the actuarial equivalent of the
                  $90,000 limitation at the participant's Social Security
                  Retirement Age (or for Plan Years beginning prior to January
                  1, 1987, age 65).

         (d)      For purposes of adjusting the "annual benefit" to a straight
                  life annuity, the adjustment shall be made pursuant to Section
                  1.1 except that the interest rate assumption shall be the
                  greater of five percent (5%) or the rate specified in Section
                  1.1.

         (e)      For purposes of adjusting the $90,000 limitation applicable
                  after the participant's Social Security Retirement Age (or for
                  Plan Years beginning prior to January 1, 1987, age 65) the
                  adjustment shall be made pursuant to Section 1.1 except that
                  the interest rate assumption shall be the lesser of five
                  percent (5%) or the rate specified in Section 1.1 and the
                  mortality decrement shall be ignored to the extent that a
                  forfeiture does not occur at death.

         (f)      For purposes of Sections 11.1, 11.3(a) and 11.3(b), no
                  adjustments under Code Section 415(d) shall be taken into
                  account before the "limitation year" for which such adjustment
                  first takes effect.

         (g)      For purposes of Section 11.1, no adjustment is required for
                  qualified joint and survivor annuity benefits, pre-retirement
                  death benefits and post-retirement medical benefits.



                                      11-5
<PAGE>   81
11.4     Annual Benefit Not In Excess of $10,000. This Plan may pay an "annual
         benefit" to any participant in excess of his maximum "annual benefit"
         if the "annual benefit" derived from employer contributions under this
         Plan and all other defined benefit plans maintained by the employer
         does not in the aggregate exceed $10,000 for the "limitation year" or
         for any prior "limitation year" and the employer has not at any time
         maintained a defined contribution plan in which the participant
         participated. For purposes of this paragraph, if this Plan provides for
         voluntary or mandatory employee contributions, such contributions will
         not be considered a separate defined contribution plan maintained by
         the employer.

11.5     Participation Or Service Reductions. If a participant has less than ten
         (10) years of participation in the Plan at the time he begins to
         receive benefits under the Plan, the limitations in Section 11.2(a)(1)
         and 11.3 shall be reduced by multiplying such limitations by a fraction
         (a) the numerator of which is the number of years of participation (or
         part thereof) in the Plan and (b) the denominator of which is ten (10),
         provided, however, that said fraction shall in no event be less than
         1/10th. The limitations of Section 11.2(a)(2) and 11.4 shall be reduced
         in the same manner except the preceding sentence shall be applied with
         respect to years of service with the Employer rather than years of
         participation in the Plan.

11.6     Multiple Plan Reduction.

         (a)      If an employee is (or has been) a participant in one or more


                                      11-6
<PAGE>   82
                  defined benefit plans and one or more defined contribution
                  plans maintained by the Employer, the sum of the defined
                  benefit plan fraction and the defined contribution plan
                  fraction for any "limitation year" may not exceed 1.0.

         (b)      The defined benefit plan fraction for any "limitation year" is
                  a fraction, the numerator of which is the sum of the
                  participant's projected annual benefits under all the defined
                  benefit plans (whether or not terminated) maintained by the
                  employer, and the denominator of which is the lesser of 125
                  percent of the dollar limitation determined for the
                  "limitation year" under Code Sections 415(b) and (d) or 140
                  percent of the highest average compensation, including any
                  adjustments under Code Section 415(b).

                  Notwithstanding the above, if the participant was a
                  participant as of the first day of the first "limitation year"
                  beginning after December 31, 1986, in one or more defined
                  benefit plans maintained by the Employer which were in
                  existence on May 6, 1986, the denominator of this fraction
                  will not be less than 125 percent of the sum of the annual
                  benefits under such plans which the participant had accrued as
                  of the close of the last "limitation year" beginning before
                  January 1, 1987, disregarding any changes in the terms and
                  conditions of the plan after May 5, 1986. The preceding
                  sentence applies only if the defined benefit plans
                  individually and in the aggregate satisfied the


                                      11-7
<PAGE>   83
                  requirements of Code Section 415 for all "limitation years"
                  beginning before January 1, 1987.

         (c)           (1) The defined contribution plan fraction for any
                           "limitation year" is a fraction, the numerator of
                           which is the sum of the annual additions to the
                           participant's account under all the defined
                           contribution plans (whether or not terminated)
                           maintained by the employer for the current and all
                           prior "limitation years" (including the annual
                           additions attributable to the Participant's
                           nondeductible employee contributions to all defined
                           benefit plans, whether or not terminated, maintained
                           by the employer, and the annual additions
                           attributable to all welfare benefit funds, as defined
                           in Code Section 419(e), and individual medical
                           accounts, as defined in Code Section 415(l)(2),
                           maintained by the employer), and the denominator of
                           which is the sum of the maximum aggregate amounts for
                           the current and all prior "limitation years" of
                           service with the employer (regardless of whether a
                           defined contribution plan was maintained by the
                           employer). The maximum aggregate amount in any
                           "limitation year" is the lesser of 125 percent of the
                           dollar limitation determined under Code Section
                           415(b) and (d) in effect under Code Section
                           415(c)(1)(A) or 35 percent of the participant's
                           Compensation for such year.

                           If the employee was a participant as of the end of
                           the first day of the first "limitation year"
                           beginning after December


                                      11-8
<PAGE>   84
                           31, 1986, in one or more defined contribution plans
                           maintained by the employer which were in existence on
                           May 6, 1986, the numerator of this fraction will be
                           adjusted if the sum of this fraction and the defined
                           benefit fraction would otherwise exceed 1.0 under the
                           terms of this Plan. Under the adjustment, an amount
                           equal to the product of (1) the excess of the sum of
                           the fractions over 1.0 times (2) the denominator of
                           this fraction, will be permanently subtracted from
                           the numerator of this fraction. The adjustment is
                           calculated using the fractions as they would be
                           computed as of the end of the last "limitation year"
                           beginning before January 1, 1987, and disregarding
                           any changes in the terms and conditions of the Plan
                           made after May 5, 1986, but using the Code Section
                           415 limitation applicable to the first "limitation
                           year" beginning on or after January 1, 1987. The
                           annual addition for any "limitation year" beginning
                           before January 1, 1987 shall not be recomputed to
                           treat all employee contributions as annual additions.

                  (2)      For purposes of this Article, the term "participant's
                           account" shall mean the account established and
                           maintained by the administrator for each participant
                           with respect to his total interest in the defined
                           contribution plan maintained by the employer
                           resulting from "annual additions".

                  (3)      For purposes of this Article, the term "annual
                           additions" shall mean the sum credited to a
                           "participant's account" for


                                      11-9
<PAGE>   85
                           any "limitation year" of (A) employer contributions,
                           (B) employee contributions, (C) forfeitures, (D)
                           amounts allocated after March 31, 1984, to an
                           individual medical account, as defined in Code
                           Section 415(l)(2) which is part of a pension or
                           annuity plan maintained by the Employer, and (E)
                           amounts derived from contributions paid or accrued
                           after December 31, 1985, in taxable years ending
                           after such date, which are attributable to
                           post-retirement medical benefits allocated to the
                           separate account of a key employee (as defined in
                           Code Section 419A(d)(3)) under a welfare benefit plan
                           (as defined in Code Section 419(e)) maintained by the
                           Employer. Except, however, the percentage limitation
                           referred to in (4)(B) below shall not apply to: (1)
                           any contribution for medical benefits (within the
                           meaning of Code Section 419A(f)(2)) after separation
                           from service which is otherwise treated as an "annual
                           addition", or (2) any amount otherwise treated as an
                           "annual addition" under Code Section 415(l)(1).
                           Notwithstanding the foregoing, for "limitation years"
                           beginning prior to January 1, 1987, only that portion
                           of employee contributions equal to the lesser of
                           employee contributions in excess of six percent (6%)
                           of Compensation or one-half of employee contributions
                           shall be considered an "annual addition".

                  (4)      If, as a result of a reasonable error in estimating a
                           participant's Compensation or other facts and
                           circumstances to which Regulation 1.415-6(b)(6) shall
                           be applicable,


                                      11-10
<PAGE>   86
                           voluntary employee contributions for the "limitation
                           year" would cause the "annual additions" credited to
                           a "participant's account" to exceed the lesser of (A)
                           $30,000 (or, if greater, one-fourth of the dollar
                           limitation in effect under Code Section 415(b)(1)(A))
                           or (B) twenty-five percent (25%) of the participant's
                           Compensation for such limitation year, the
                           administrator shall, pursuant to Regulation
                           1.415-6(b)(6)(iv), return such voluntary employee
                           contributions so the participant to the extent
                           necessary so that "annual additions" for the
                           "limitation year" do not exceed the lesser of (A) or
                           (B).

         (d)      Notwithstanding the foregoing, for any "limitation year" in
                  which the Plan is a Top Heavy Plan, 100 percent shall be
                  substituted for 125 percent in Sections 11.6(b) and 11.6(c)(1)
                  unless the extra minimum benefit is being provided pursuant to
                  Section 12.4. However, for any "limitation year" in which the
                  Plan is a Super Top Heavy Plan, 100 percent shall be
                  substituted for 125 percent in any event.

         (e)      If the sum of the defined benefit plan fraction and the
                  defined contribution plan fraction shall exceed 1.0 in any
                  "limitation year" for any participant in this Plan, the
                  Committee shall adjust the numerator of the defined benefit
                  plan fraction so that the sum of both fractions shall not
                  exceed 1.0 in any "limitation year" for such participant.

11.7     Incorporation By Reference.  Notwithstanding anything contained in


                                      11-11
<PAGE>   87
         this Article to the contrary, the limitations, adjustments and other
         requirements prescribed in this Article shall at all times comply with
         the provisions of Code Section 415 and the Regulations thereunder, the
         terms of which are specifically incorporated herein by reference.

11.8     "Compensation" with respect to any participant for purposes of Article
         11 and 12 means such participant's wages as defined in Code Section
         3401(a) and all other payments of compensation by the Employer (in the
         course of the Employer's trade or business) for a Plan Year for which
         the Employer is required to furnish the participant a written statement
         under Code Sections 6041(d), 6051(a)(3) and 6052. "Compensation" must
         be determined without regard to any rules under Code Section 3401(a)
         that limit the remuneration included in wages based on the nature or
         location of the employment or the services performed (such as the
         exception for agricultural labor in Code Section 3401(a)(2)).

11.9     "Social Security Retirement Age" means the age used as the retirement
         age under Section 216(l) of the Social Security Act, except that such
         section shall be applied without regard to the age increase factor and
         as if the early retirement age under Section 216(l)(2) of such Act were
         62.



                                      11-12
<PAGE>   88
                           HANDY & HARMAN PENSION PLAN

                                   Article 12

                              TOP-HEAVY PROVISIONS


12.1     Top Heavy Plan Requirements. For any Top Heavy Plan Year, the Plan
         shall provide the special vesting requirements of Code Section 416(b)
         pursuant to Section 12.3 of the Plan and the special minimum benefit
         requirements of Code Section 416(c) pursuant to Section 12.4 of the
         Plan.

12.2     Determination of Top Heavy Status.

         (a)      This Plan shall be a Top Heavy Plan for any Plan Year
                  commencing after December 31, 1983 in which, as of the
                  Determination Date, (1) the Present Value of Accrued Benefits
                  of Key Employees and (2) the sum of the Aggregate Accounts of
                  Key Employees under this Plan and all plans of an Aggregation
                  Group, exceeds sixty percent (60%) of the Present Value of
                  Accrued Benefits and the Aggregate Accounts of all Key and
                  Non-Key Employees under this Plan and all plans of an
                  Aggregation Group.

                  If any participant is a Non-Key Employee for any Plan Year,
                  but such participant was a Key Employee for any prior Plan
                  Year, such participant's Present Value of Accrued Benefit
                  and/or Aggregate Account balance shall not be taken into
                  account for purposes of determining whether this Plan is a Top
                  Heavy or Super Top Heavy Plan (or whether any Aggregation
                  Group which includes this Plan is a Top Heavy Group). In
                  addition, for Plan Years beginning


                                      12-1
<PAGE>   89
                  after December 31, 1984, if a participant or former
                  participant has not performed any services for any employer
                  maintaining the Plan at any time during the five year period
                  ending on the Determination Date, any accrued benefit for such
                  participant or former participant shall not be taken into
                  account for the purposes of determining whether this Plan is a
                  Top Heavy or Super Top Heavy Plan.

         (b)      This Plan shall be a Super Top Heavy Plan for any Plan Year
                  commencing after December 31, 1983 in which, as of the
                  Determination Date, (1) the Present Value of Accrued Benefits
                  of Key Employees and (2) the sum of the Aggregate Accounts of
                  Key Employees Under this Plan and all plans of an Aggregation
                  Group, exceeds ninety percent (90%) of the Present Value of
                  Accrued Benefits and the Aggregate Accounts of all Key and
                  Non-Key Employees under this Plan and all plans of an
                  Aggregation Group.

         (c)      Aggregate Account: A Participant's Aggregate Account as of the
                  Determination Date shall be determined under applicable
                  provisions of the defined contribution plan used in
                  determining Top Heavy Plan status.

         (d)      "Aggregation Group" means either a Required Aggregation Group
                  or a Permissive Aggregation Group as hereinafter determined.

                  (1)      Required Aggregation Group: In determining a Required
                           Aggregation Group hereunder, each plan of the
                           employer in which a Key Employee is a participant in
                           the Plan Year containing the Determination Date or
                           any of the four preceding Plan Years, and each other
                           plan of the employer


                                      12-2
<PAGE>   90
                           which enables any plan in which a Key Employee
                           participates to meet the requirements of Code
                           Sections 401(a)(4) or 410, will be required to be
                           aggregated. Such group shall be known as a Required
                           Aggregation Group.

                           In the case of a Required Aggregation Group, each
                           plan in the group will be considered a Top Heavy Plan
                           if the Required Aggregation Group is a Top Heavy
                           Group. No plan in the Required Aggregation Group will
                           be considered a Top Heavy Plan if the Required
                           Aggregation Group is not a Top Heavy Group.

                  (2)      Permissive Aggregation Group: The employer may also
                           include any other plan not required to be included in
                           the Required Aggregation Group, provided the
                           resulting group, taken as a whole, would continue to
                           satisfy the provisions of Code Sections 401(a)(4) and
                           410. Such group shall be known as a Permissive
                           Aggregation Group.

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required Aggregation Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                  (3)      Only those plans of the employer in which the
                           Determination


                                      12-3
<PAGE>   91
                           Dates fall within the same calendar year shall be
                           aggregated in order to determine whether such plans
                           are Top Heavy Plans.

                  (4)      An Aggregation Group shall include any terminated
                           plan of the employer if it was maintained within the
                           last five (5) years ending on the Determination Date.

         (e)      "Determination Date" means (a) the last day of the preceding
                  Plan Year, or (b) in the case of the first Plan Year, the last
                  day of such Plan Year.

         (f)      "Key Employee" means an employee, a former employee, or the
                  beneficiary under the Plan of a former employee who, in the
                  Plan Year containing the Determination Date, or any of the 4
                  preceding Plan Years, is:

                  (1)      An officer of the employer having an annual
                           compensation greater than 50% of the amount in effect
                           under Section 415(b)(1)(A) of the Code, for any such
                           Plan Year. (Not more than 50 employees or, if lesser,
                           the greater of 3 employees or 10% of the employees
                           shall be considered as officers for purposes of this
                           paragraph);

                  (2)      One of the 10 employees owning (or considered as
                           owning within the meaning of Section 318 of the
                           Internal Revenue Code of 1986, as amended) the
                           largest interest in the employer, who has more than
                           0.5% ownership interest in value, and whose
                           Compensation equals or exceeds the maximum dollar
                           limitation under Section 415(c)(1)(A) of the Code, as
                           in effect for the calendar year in which the
                           Determination


                                      12-4
<PAGE>   92
                           Date falls;

                  (3)      A 5% owner of the employer; or

                  (4)      A 1% owner of the employer having an annual
                           Compensation from the employer of more than $150,000.

                  Whether an employee is a 5% owner or a 1% owner shall be
                  determined in accordance with Section 416(i) of the Code.

         (g)      Present Value of Accrued Benefit:  In the case of a defined
                  benefit plan, a participant's Present Value of Accrued Benefit
                  shall be determined:

                  (1)      in the case of a participant other than a Key
                           Employee, using the single accrual method used for
                           all plans of the employer and affiliated employers,
                           or if no such single method exists, using a method
                           which results in benefits accruing not more rapidly
                           than the slowest accrual rate permitted under Code
                           Section 411(b)(1)(C).

                  (2)      as of the most recent "actuarial valuation date",
                           which is the most recent valuation date within a
                           twelve (12) month period ending on the Determination
                           Date.

                  (3)      for the first Plan Year, as if (a) the participant
                           terminated service as of the Determination Date; or
                           (b) the participant terminated service as of the
                           actuarial valuation date, but taking into account the
                           estimated accrued benefits as of the Determination
                           Date.

                  (4)      for the second Plan Year, the accrued benefit taken
                           into account for a current participant must not be
                           less than the


                                      12-5
<PAGE>   93
                           accrued benefit taken into account for the first Plan
                           Year unless the difference is attributable to using
                           an estimate of the accrued benefit as of the
                           Determination Date for the first Plan Year and using
                           the actual accrued benefit for the second Plan Year.

                  (5)      for any other Plan Year, as if the participant
                           terminated service as of the actuarial valuation
                           date.

                  (6)      the actuarial valuation date must be the same date
                           used for computing the defined benefit plan minimum
                           funding costs, regardless of whether a valuation is
                           performed that Plan Year.

                  (7)      by not taking into account proportional subsidies.

                  (8)      by taking into account nonproportional subsidies.

         (h)      The calculation of a participant's Present Value of Accrued
                  Benefit as of a Determination Date shall be the sum of:

                  (1)      the Present Value of Accrued Benefit using the
                           actuarial assumptions of Section 1.1, which
                           assumptions shall be identical for all defined
                           benefit plans being tested for Top Heavy Plan status.

                  (2)      any Plan distributions made within the Plan Year that
                           includes the Determination Date or within the four
                           (4) preceding Plan Years. However, in the case of
                           distributions made after the valuation date and prior
                           to the Determination Date, such distributions are not
                           included as distributions for top heavy purposes to
                           the extent that such distributions are already
                           included in the participant's Present Value of


                                      12-6
<PAGE>   94
                           Accrued Benefit as of the valuation date.
                           Notwithstanding anything herein to the contrary, all
                           distributions, including distributions made prior to
                           January 1, 1984, and distributions under a terminated
                           plan which if it had not been terminated would have
                           been required to be included in an Aggregation Group,
                           will be counted. Further, benefits paid on account of
                           death, to the extent such benefits do not exceed the
                           Present Value of Accrued Benefits existing
                           immediately prior to death, shall be treated as
                           distributions for the purposes of this paragraph.

                  (3)      any employee contributions, whether voluntary or
                           mandatory. However, amounts attributable to tax
                           deductible Qualified Voluntary Employee Contributions
                           shall not be considered to be a part of the
                           participant's Present Value of Accrued Benefit.

                  (4)      with respect to unrelated rollovers and plan-to-plan
                           transfers (ones which are both initiated by the
                           employee and made from a plan maintained by one
                           employer to a plan maintained by another employer),
                           if this Plan provides the rollovers or plan-to-plan
                           transfers, it shall always consider such rollovers or
                           plan-to-plan transfers as a distribution for the
                           purposes of this Section. If this Plan is the plan
                           accepting such rollovers or plan-to-plan transfers,
                           it shall not consider such rollovers or plan-to- plan
                           transfers accepted after December 31,1983, as part of
                           the participant's Present Value of Accrued Benefit.


                                      12-7
<PAGE>   95
                           However, rollovers or plan-to-plan transfers accepted
                           prior to January 1, 1984, shall be considered as part
                           of the participant's Present Value of Accrued
                           Benefit.

                  (5)      with respect to related rollovers and plan-to-plan
                           transfers (ones either not initiated by the employee
                           or made to a plan maintained by the same employer),
                           if this Plan provides the rollovers or plan-to-plan
                           transfers, it shall not be counted as a distribution
                           for purposes of this Section. If this Plan is the
                           plan accepting such rollovers or plan-to-plan
                           transfers, it shall consider such rollovers or
                           plan-to-plan transfers as part of the participant's
                           Present Value of Accrued Benefit, irrespective of the
                           date on which such rollovers or plan-to-plan
                           transfers are accepted.

                  (6)      for the purposes of determining whether two employers
                           are to be treated as the same employer in (4) and (5)
                           above, all employers aggregated under Code Section
                           414(b), (c), (m) or (o) are treated as the same
                           employer.

         (i)      "Top Heavy Group" means an Aggregation Group in which, as of
                  the Determination Date, the sum of:

                  (1)      the Present Value of Accrued Benefits of Key
                           Employees under all defined benefit plans included in
                           the group, and

                  (2)      the Aggregate Accounts of Key Employees under all
                           defined contribution plans included in the group,
                           exceeds sixty percent (60%) of a similar sum
                           determined for all participants.



                                      12-8
<PAGE>   96
12.3     Vesting For Top Heavy Plan. Notwithstanding the vesting provided for in
         Section 2.5, for any Top Heavy Plan Year, the vested portion of the
         accrued benefit of any participant who has an Hour of Service after the
         Plan becomes top heavy shall be a percentage of the participant's
         accrued benefit determined on the basis of the participant's number of
         years of service according to the following schedule:


                              
                               Vesting Schedule
                              Continuous Service             Percentage
                              ------------------             ----------         

                                  Less than 3                      0%
                                       3                         100%

         If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan,
         the Committee shall revert to the vesting schedule in effect before
         this Plan became a Top Heavy Plan. Any such reversion shall be treated
         as a Plan amendment pursuant to the terms of the Plan.

12.4     Minimum Benefit Requirement For Top Heavy Plan

         (a)      The minimum accrued benefit derived from employer
                  contributions to be provided under this Section for each
                  employee who is a participant during a Top Heavy Plan Year
                  shall equal the product of (1) one-twelfth (1/12th) of
                  Compensation averaged over the five (5) consecutive
                  "limitation years" (or actual number of "limitation years," if
                  less) which produce the highest average, and (2) the lesser of
                  (i) two percent (2%) multiplied by Credited Service, or (ii)
                  twenty percent (20%), expressed as a single life annuity.



                                      12-9
<PAGE>   97
                  However, for any Plan Year when (1) the Plan is a Top Heavy
                  Plan but not a Super Top Heavy Plan and (2) a Key Employee is
                  a participant in both this Plan and a defined contribution
                  plan included in a Required Aggregation Group which is top
                  heavy, the extra minimum accrued benefit (required by Section
                  11.6(d) to provide the higher limitations) shall be provided
                  for each employee who is a participant by substituting three
                  percent (3%) for two percent (2%) and thirty percent (30%) for
                  twenty percent (20%) above.

         (b)      For purposes of providing the minimum benefit under Code
                  Section 416, an employee who is not a participant solely
                  because (1) his Compensation is below a stated amount or (2)
                  he declined to make mandatory contributions (if required) to
                  the plan will be considered to be a participant. Furthermore,
                  such minimum benefit shall be provided regardless of whether
                  such employee is employed on a specified date.

         (c)      For purposes of this Section, Benefit Service for any Plan
                  Year beginning before January 1, 1984, or for any Plan Year
                  during which the Plan was not a Top Heavy Plan shall be
                  disregarded.

         (d)      For purposes of this Section Compensation, for any "limitation
                  year" ending in a Plan Year which began prior to January 1,
                  1984, subsequent to the last "limitation year" during which
                  the Plan is a Top Heavy Plan, or in which the participant
                  failed to complete a year of service, shall be disregarded.

         (e)      If Article 4 provides for the Normal Retirement Benefit to be
                  paid in a form other than a single life annuity, the accrued


                                      12-10
<PAGE>   98
                  benefit under this Section shall be the Actuarial Equivalent
                  of the minimum Accrued benefit under (a) above pursuant to
                  Section 1.1.

         (f)      If payment of the minimum accrued benefit commences at a date
                  other than Normal Retirement Date, the minimum accrued benefit
                  shall be the Actuarial Equivalent of the minimum accrued
                  benefit commencing at Normal Retirement Date pursuant to
                  Section 1.1.

         (g)      If a Non-Key Employee participates in this Plan and a defined
                  contribution plan included in a Required Aggregation Group
                  which is top heavy, the minimum benefits shall be provided
                  under this Plan for any Plan Year beginning prior to January
                  1, 1993.

         (h)      Notwithstanding the foregoing, for Plan Years beginning after
                  December 31, 1992, the minimum benefit requirement for a Top
                  Heavy Plan shall be determined in the following manner:

                  (1)      Each employee who is a participant during a Top Heavy
                           Plan Year shall be provided the minimum accrued
                           benefit pursuant to (a) above.

                  (2)      For any Plan Year when (i) the Plan is a Top Heavy
                           Plan but not a Super Top Heavy Plan and (ii) a Key
                           Employee is a participant in both this Plan and a
                           defined contribution plan included in a required
                           Aggregation Group which is top heavy, the extra
                           minimum accrued benefit (required by Section 11.6(d)
                           to provide the higher limitations) shall be provided
                           for each employee who is a participant by
                           substituting three percent (3%) for two percent (2%)
                           and thirty percent (30%) for twenty percent (20%) in
                           (a) above.


                                      12-11
<PAGE>   99
                  (3)      the extra minimum accrued benefit (required by
                           Section 11.6(d) to provide the higher limitations)
                           will not be provided.

         (i)      To the extent required to be nonforfeitable under Section
                  12.3, the minimum accrued benefit under this Section may not
                  be forfeited under Code Section 411(a)(3)(B) or Code Section
                  411(a)(3)(D).


12.5     Cancellation of Section. In the event that it should subsequently be
         determined by statute, Supreme Court decision, ruling by the
         Commissioner of Internal Revenue, or otherwise that the provisions of
         this Article 12 are no longer necessary to qualify the Plan under the
         Internal Revenue Code, this Article 12 shall become ineffective without
         amendment to the Plan.



                                      12-12
<PAGE>   100
                           HANDY & HARMAN PENSION PLAN

                                   Article 13

              MERGER, CONSOLIDATION, OR ASSET OR LIABILITY TRANSFER



13.1     In the event that this Pension Plan and the Pension Trust merges or
         consolidates with, or transfers its assets or liabilities to, any other
         plan of deferred compensation qualified under Code Section 401(a), no
         Participant herein shall, solely on account of such merger,
         consolidation or transfer, be entitled to a benefit immediately
         following such event which is less than the benefit to which he was
         entitled immediately preceding such event. For the purpose of this
         Section, the benefit to which a Participant is entitled shall be
         calculated based upon the assumption that the Pension Plan terminated
         and distribution of assets occurred on the day as of which the amount
         of the Participant's entitlement is being determined.





                                      13-1
<PAGE>   101
                           HANDY & HARMAN PENSION PLAN

                                   Article 14

                            MISCELLANEOUS PROVISIONS


14.1     The text of any Section shall always govern and control in the event of
         any conflict with the heading of such Section.


14.2     The terms of the Pension Plan shall always govern and control in the
         event of any conflict with the terms of any booklet or other document
         relating to the Pension Plan distributed to any Participant,
         beneficiary or spouse.


14.3     The amount of any benefit to which any person is entitled under the
         Pension Plan shall always be governed and controlled by the Pension
         Plan in the event of any conflict with the amount of such benefit set
         forth in any booklet or other document relating to the Pension Plan
         distributed to any Participant, beneficiary or spouse.


14.4     Wherever applicable, any word used in the masculine shall include the
         feminine, and any word used in the singular shall include the plural.


14.5     Each Participating Company and each Participant, beneficiary and
         surviving spouse shall be bound by all of the terms and provisions of
         the Pension Plan and the Pension Trust.


14.6     Except to comply with the applicable requirements of a Qualified


                                      14-1
<PAGE>   102
         Domestic Relations Order or to the extent otherwise expressly required
         by law, no benefit payable under or purchased by the Pension Plan or
         Pension Trust shall be subject to the claims of any creditor of any
         Participant or his spouse or beneficiary, nor shall the same be subject
         to attachment, garnishment or other legal or equitable process by any
         creditor of the Participant or his spouse or beneficiary, nor shall any
         Participant or his spouse or beneficiary have any right to alienate,
         anticipate, commute, pledge, encumber or assign any such benefits.


14.7     Any discretionary act taken or any discretionary decision made by the
         Committee at any time shall not constitute or result in discrimination
         in favor of employees who are officers, shareholders, or
         highly-compensated employees.


14.8     Any act or procedure specified or permitted by the Pension Plan shall
         be subject to such change as the Committee may deem necessary in order
         to conform to the requirements of any applicable law.


14.9     If an individual enters the military service of the United States after
         he has become a Participant, his rights under the Pension Plan during
         the period of such military service shall be determined by the Company.
         Such determination


                                      14-2
<PAGE>   103
         shall be binding and conclusive on such individual and on all other
         persons and parties concerned. However, such decision shall not
         constitute or result in discrimination in favor of individuals who are
         officers, shareholders, or highly-compensated employees.


14.10    The adoption and maintenance of the Pension Plan shall not be construed
         or interpreted in any way as constituting a contract of employment
         between any Participating Company and any of its Employees or
         Participants, or as constituting an inducement to or consideration for
         the employment by the Participating Company of any of its Employees or
         Participants. Any Participating Company shall have the right at any
         time to terminate the employment of any of its Employees or
         Participants with the same force and effect as if the Pension Plan had
         never been adopted.


14.11    Nothing herein shall be deemed to prohibit a member of the Committee,
         the Pension Trustee or Trustees, or any other Pension Plan fiduciary or
         official from serving in more than one fiduciary capacity with respect
         to the Pension Plan.


                                      14-3


<PAGE>   104

                             FIRST AMENDMENT TO THE
                          HANDY & HARMAN PENSION PLAN
              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1989)
                                  (THE "PLAN")

The Handy & Harman Pension Plan is amended in the following respects:

1)   Section 1.1 of the Plan defining "Actuarial Equivalent" as in effect for
     all participating companies is hereby amended effective June 1, 1995, to
     apply to all Participants who have an Hour of Service on or after June 1,
     1995, to read as follows:

     "1.1    'Actuarial Equivalent' shall mean when applicable to a benefit
             payable as a monthly pension hereunder that the benefit has, at the
             date of determination, the same value as the applicable other
             benefit payable as a monthly pension hereunder when computed with
             interest at 8% per year, compounded annually, and with mortality in
             accordance with the Unisex Pension 1984 Mortality Table without age
             adjustment in the case of the Participant and set back three years
             in the case of a spouse.

             In any case where the Actuarial Equivalent of the benefit payable
             to any Participant who has an Hour of Service on or after June 1,
             1995, or the surviving spouse of such a Participant, is determined
             as a single sum amount, such Actuarial Equivalent shall be based on
             the applicable calculation period, the applicable interest rate and
             the applicable mortality table. The applicable calculation period
             is the calendar quarter in which the individual's Annuity Starting
             Date occurs. The applicable interest rate is the interest rate on
             30-year Treasury securities for the second month prior to the
             beginning of the applicable calculation period, as specified by the
             Internal Revenue Service, and as adjusted for the required one year
             transition period. The applicable mortality table is the 1983 Group
             Annuity Mortality Table with a 50% male and 50% female composite as
             published in Revenue Ruling 95-6. However, the single sum amount
             will not be less than the amount based on the Participant's Accrued
             Monthly Pension as of June 1, 1995 under the Plan as in effect on
             June 1, 1995 computed with interest at 8% per


<PAGE>   105


             year, compounded annually, and with mortality in accordance with
             the Unisex Pension 1984 Mortality Table without age adjustment in
             the case of the Participant and set back three years in the case
             of the spouse, and reflecting the age of the individual at the
             Annuity Starting Date. In determining any single sum amount the
             determination shall be made assuming the Participant is not
             married and elects no optional form of pension. In the case of
             determining the single sum amount for a Participant who is not
             entitled to an immediate pension, such single sum amount shall be
             determined reflecting the amount of pension commencing at the
             Participant's Normal Retirement Date."

2)   Section 2.4 of the Plan regarding "Active Participant" as in effect for
     all participating companies is hereby amended effective June 1, 1995 to 
     read as follows:

     "2.4    Active Participant. Each Member Of The Eligible Class shall become
             an Active Participant on the earliest January 1st or July 1st
             coincident with (next following, if none coincides with) the date
             as of which he has both completed one year of Continuous Service
             and attained his 21st Birthday. An Active Participant shall cease
             to be an Active Participant on the date as of which he ceases to
             be a Member Of The Eligible Class."


<PAGE>   106
                            SECOND AMENDMENT TO THE
                          HANDY & HARMAN PENSION PLAN
              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1989)
                                  (THE "PLAN")


The Handy & Harman Pension Plan is amended effective January 1, 1997 in the
following respects:

(1)  Section 3.3 of the Plan defining "Accrued Monthly Pension" as in effect
     for all Participating Companies is hereby amended by adding the following
     wording at the end of the present section 3.3:

     ", provided that the Accrued Monthly Pension of any Participant who had
     any period of coverage under the Optional Preretirement Spouse Pension
     described in Section 4.25 shall have his Accrued Monthly Pension reduced
     for the cost of that coverage as determined under Section 4.25."

(2)  A new Section 4.25 regarding Optional Preretirement Spouse Pension is
     hereby added to the Plan to read as follows:

     "4.25 Optional Preretirement Spouse Pension. An Active Participant may
     elect to increase the Preretirement Spouse Pension described in Section
     4.5 to the amount that would be provided by substituting a 100% Joint And
     Survivor Pension election for the deemed 50% Joint And Survivor Pension
     election provided under Section 4.5.

<PAGE>   107


An Active Participant may elect to have this coverage become effective on
either Option Effective Date 1 or Option Effective Date 2 determined as
follows:

Option Effective Date 1 shall be the latest of (a), (b) and (c):

(a)  the date five years prior to the Active Participant's Earliest Benefit
     Commencement Date,

(b)  the first day of the month coincident with or next following the Active
     Participant's first anniversary of his marriage to his spouse,

(c)  January 1, 1997.

Option Effective Date 2 shall be the latest of (d), (e) and (f):

(d)  the Active Participant's Earliest Benefit Commencement Date,

(e)  the first day of the month coincident with or next following the Active
     Participant's first anniversary of his marriage to his spouse,

(f)  January 1, 1997.


An Active Participant may elect the coverage in the 90 day period ending on
Option Effective Date 1 or Option Effective Date 2. If the Active Participant
elects the coverage to become effective on Option Effective Date 1, it will be
presumed that the coverage will continue during the period beginning on Option
Effective Date 2 unless the Participant makes a timely written election to
cancel the coverage effective on Option Effective Date 2.

The election for this coverage is irrevocable and with one exception it may not
be revoked during the remainder of the period up to the Participant's benefit
commencement date, whether or not the pension commences at the Participant's
termination of employment. The one exception is when the Participant elects
coverage at Option Effective Date 1 in which case the Participant may elect to
discontinue the coverage at Option Effective Date 2 provided written notice is
provided to the Administrative Committee on a form authorized by the
Administrative Committee during the 90 day period ending on Option Effective
Date 2.


<PAGE>   108


An election made under this Section 4.25 will result in the Preretirement
Spouse Pension described under Section 4.5 being determined by substituting a
100% Joint And Survivor Pension for the 50% Joint And Spouse Pension otherwise
provided thereunder.

A charge of 4/100% (i.e. .0004) of the Participant's Accrued Monthly Pension
shall be made for each month the coverage is in effect (i.e. .48% per year).
This charge will be made whether the pension is payable as a retirement benefit
to the Participant or as a survivor pension to the spouse. A month of
coverage will be each calendar month beginning with the Option Effective Date 1
or Option Effective Date 2 as applicable, and ending with the date of benefit
commencement (Participant's date of death if earlier) during which the
Participant has a spouse (or ex-spouse for whom a qualified domestic relation
order applies). A Participant's coverage will cease upon divorce provided a
qualified domestic relations order does not require continued coverage, or upon
the death of the spouse. If a Participant whose elected coverage ceases because
of divorce or death of the spouse subsequently remarries, months of coverage
under this Section 4.25 and the charge applicable thereto will recommence
twelve months after the Participant's remarriage."


<PAGE>   109

                            FOURTH AMENDMENT TO THE
                          HANDY & HARMAN PENSION PLAN
              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1989)
                                  (THE "PLAN")


The Handy & Harman Pension Plan is amended effective January 1, 1997 in the
following respects:

1)   The first sentence of the second paragraph of Section 1.1 of the Plan
     defining "Actuarial Equivalent" as in effect for all participating
     companies is hereby amended to read as follows:

     "In any case where the Actuarial Equivalent of the benefit payable to any
     Participant who has an Hour of Service on or after June 1, 1995 or whose
     monthly pension would otherwise commence on or after July 1, 1997, or the
     surviving spouse of such a Participant, is determined as a single sum
     amount, such Actuarial Equivalent shall be based on the applicable
     calculation period, the applicable interest rate and the applicable
     mortality rate."

2)   Section 1.1 of the Plan defining "Actuarial Equivalent" as in effect for
     former hourly employees of Conn-Form Corporation and former salaried
     employees of Platina Laboratories, Inc. is hereby amended to add an
     additional paragraph to the end of the present Section 1.1 to read as
     follows:

     "Notwithstanding the above, in the case of a former hourly employee of
     Conn-Form Corporation whose pension was determined during or prior to
     1987 to be payable as a lump sum amount, and in the case of a former
     salaried employee of Platina Laboratories, Inc. whose pension was
     determined during or prior to 1991 to be payable as a lump sum but whose
     amount of lump sum was inadvertently not paid, then a revised amount of
     lump sum shall be calculated and paid to the Participant even if such
     revised amount of lump sum exceeds $3,500. The recalculated amount will be
     equal to the amount of lump sum previously determined and increased with
     interest to reflect the period from the prior calculation date to the
     expected payment date at an annual rate of interest equal to the PBGC
     immediate interest rate reflected in the original calculation of the lump
     sum amount."

3)   Section 1.10 of the Plan defining "Employee" as in effect for all
     participating companies, is hereby amended to read as follows:

     "1.10  'Employee' shall mean each individual who is in the employment of
             an Affiliated Corporation on or after December 1, 1989 or such
             later date that the employment unit which employs him became a
             Participating Company. An individual shall be considered an
             Employee for the purpose of the Plan only if the individual is a
             common law employee of the employer who is also initially treated
             as a common law employee on the payroll records of the employer."

<PAGE>   110


4)   Section 4.22 of the Plan regarding "Commencement Date of Pensions" as in
     effect for all participating companies is hereby amended to add the
     following paragraph at the end of the present Section 4.22:

     "If a Participant applies for a benefit after the date on which the
     Participant's benefit would otherwise have commenced in an unreduced
     amount (but not earlier than the first day of the month following the
     Participant's termination of employment), payments will be made to the
     Participant in an actuarially increased amount reflecting the date of the
     Participant's application for the benefit (but not later than the April
     1st following the calendar year in which the Participant attains age 
     70 1/2). The Participant may elect before the first such actuarially
     increased payment is made to him, to instead receive payments retroactive
     to the date that monthly payments otherwise would have been paid in an
     unreduced amount. If the Participant elects retroactive payments and the
     period of retroactive payments is 12 months or more, the sum of the back
     payments will be increased with interest at the annual rate of 8%
     reflecting the date that each such retroactive payment would have been
     paid."

5)   Paragraph (e) of Section 11.2 of the Plan regarding "Maximum Annual
     Benefit" is hereby amended to read as follows:

     "(e)    The limitations stated in Paragraph (a) regarding the dollar
             limitation and regarding the 100% of compensation limitation shall
             be adjusted annually as provided in Code Section 415(b) pursuant
             to the regulations prescribed by the Secretary of the Treasury for
             participants who have separated from service with a nonforfeitable
             right to an accrued benefit."

<PAGE>   111


                             FIFTH AMENDMENT TO THE
                          HANDY & HARMAN PENSION PLAN
              (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 1, 1989)
                                  (THE "PLAN")

The Handy & Harman Pension Plan as in effect at all Participating Companies is
hereby amended effective January 1, 1998 in the following respects:

(1)  Amend the first sentence of Section 3.13B of the Plan to read as follows:

     "3.13B  The definition of Average Monthly Basic Pay in this Section 3.13B
             is effective for the period starting December 1, 1992 and ending
             December 31, 1997."

(2)  Add a new section 3.13C to the Plan to read as follows:

     "3.13C  The definition of Average Monthly Basic Pay in this Section 3.13C
             is effective for the period starting January 1, 1998. "Average
             Monthly Basic Pay" for the period starting January 1, 1998 shall
             mean for an Active Participant in and for any Plan Year
             one-twelfth of the average of his Basic Pay during all his Plan
             Years beginning with the Plan Year commencing on January 1, 1998
             provided that at least five Plan Years will be included in such
             average except that if there are not at least five Plan Years as to
             which Basic Pay is defined for the Active Participant, Average 
             Monthly Basic Pay for such Active Participant shall be equal to
             the average of his Basic Pay for all those Plan Years for which
             Basic Pay is defined for him, and further provided that if such
             Active Participant has any period of consecutive Plan Years
             beginning on or after December 1, 1988 that includes the same
             number of Plan Years that is included in his Average Monthly Basic
             Pay which results in a larger amount of Average Monthly Basic Pay
             such larger Average Monthly Basic Pay will be reflected in his
             calculation."