WHX CORPORATION

                                       AND

                                 BANK ONE, N.A.,

                                     Trustee


--------------------------------------------------------------------------------



                          FIRST SUPPLEMENTAL INDENTURE


                           Dated as of October 6, 2000

                                       TO

                                    INDENTURE

                            Dated as of April 7, 1998


                                ----------------


                          10 1/2% Senior Notes due 2005







<PAGE>


               FIRST  SUPPLEMENTAL  INDENTURE,  dated  as of  October  6,  2000,
between WHX CORPORATION,  a Delaware corporation (the "Company"),  and BANK ONE,
N.A., a national banking  association,  as trustee (the  "Trustee"),  having its
Corporate  Trust Office at 100 East Broad  Street,  8th Floor,  Columbus,  Ohio,
43215.


                                    RECITALS


         WHEREAS,  the Company and the Trustee have  executed and  delivered the
Indenture,  dated as of April 7, 1998 (the "Original  Indenture" and capitalized
terms used herein  without  definition  have the respective  meanings  specified
therein),  governing  the terms of the  Company's 10 1/2 % Senior Notes due 2005
(the "Notes"); and

         WHEREAS,  the Company has  solicited  the consent of the holders of the
Notes  to  certain  amendments  (the  "Amendments")  to the  Original  Indenture
pursuant to that certain  Solicitation  Statement of the Company dated September
18, 2000,  as amended by Supplement  No.1 thereto  dated  September 29, 2000 and
Supplement No.2 thereto dated October 3, 2000; and

         WHEREAS,  Holders representing a majority in aggregate principal amount
of the Notes have delivered their consent to the Amendments; and

         WHEREAS,  Section 9.02 of the Original  Indenture  permits the Company,
when  authorized by resolution  of its Board of Directors,  and the Trustee,  to
amend the  Original  Indenture  with the  written  consent  of the  Holders of a
majority in aggregate principal amount of the Notes then outstanding; and

         WHEREAS,  the Board of  Directors  of the Company  has  adopted  such a
resolution  in  order  to  reflect  the   Amendments   pursuant  to  this  First
Supplemental Indenture; and

         WHEREAS,  the  Company  desires to enter  into this First  Supplemental
Indenture in order to amend the Original  Indenture as of the Effective Time (as
defined herein);

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,  it is mutually covenanted and agreed for the equal and
ratable benefit of all Holders of the Notes as follows:




                                       -2-

<PAGE>


                                   ARTICLE ONE

                        AMENDMENTS TO ORIGINAL INDENTURE

         At the Effective Time,  each of the following  sections of the Original
Indenture shall be modified as follows:

         A.       Definitions.

         (i) Section 1.01 shall be amended by adding the following definition in
its appropriate alphabetical location:

         "WPC  Related  Persons"  means,  collectively,  WPC and all  direct and
indirect Subsidiaries of WPC.

         (ii) Section 1.01 shall be amended further by modifying the definitions
of the following terms to read in their entirety as follows:

         "Asset Sale" means the sale,  lease,  conveyance,  disposition or other
transfer  (a  "disposition")  of any  properties,  assets or rights  (including,
without limitation,  a sale and leaseback  transaction or the issuance,  sale or
transfer by the Company of Equity Interests of a Restricted  Subsidiary) whether
in a single transaction or a series of related transactions;  provided, however,
that the following  transactions will be deemed not to be Asset Sales: (a) sales
of inventory  (other than Owned Precious Metal Inventory) in the ordinary course
of  business;  (b) the sale of Owned  Precious  Metal  Inventory in exchange for
consideration  having a fair  market  value at least  equal to that of the Owned
Precious Metal Inventory being sold; (c) the sale or transfer of Precious Metals
in connection with a Future Payables Transaction  involving the same quantity of
Precious  Metals  so sold or  transferred;  (d) a  disposition  of assets by the
Company to a Wholly Owned  Restricted  Subsidiary  of the Company or by a Wholly
Owned  Restricted  Subsidiary of the Company to the Company or to another Wholly
Owned  Restricted  Subsidiary  of  the  Company;  (e) a  disposition  of  Equity
Interests by a Wholly Owned Restricted  Subsidiary of the Company to the Company
or to another Wholly Owned Restricted Subsidiary of the Company; (f) a Permitted
Investment or Restricted  Payment that is permitted by this  Indenture;  (g) the
issuance by the Company of Equity Interests;  (h) the disposition of properties,
assets or rights in any fiscal year the aggregate Net Proceeds of which are less
than $1 million; (i) the sale of accounts receivable pursuant to the Receivables
Facility or any other receivable facility entered into by the Company and/or its
Restricted  Subsidiaries in the ordinary  course of business;  and (j) any sale,
lease,  conveyance,  disposition or other transfer (including without limitation
by way of a sale and  leaseback  transaction)  of all or any part of the assets,
properties or Capital Stock of any or all of the WPC Related Persons.



                                       -3-

<PAGE>


         "Change of Control"  means any of the following:  (a) the sale,  lease,
transfer,  conveyance  or other  disposition  (other  than by way of  merger  or
consolidation),  in  one  or  a  series  of  related  transactions;  of  all  or
substantially all of the assets of the Company and its Restricted  Subsidiaries,
taken as a whole, to any Person (as such term in used in Section 13(d)(3) of the
Exchange  Act),  (b) the  adoption  of a plan  relating  to the  liquidation  or
dissolution of the Company, (c) the consummation of any transaction  (including,
without limitation, any merger or consolidation) the result of which is that (i)
any  "Person"  or "group"  (as such terms are used in  Section  13(d)(3)  of the
Exchange Act) other than WHX or an  underwriter or group of  underwriters  in an
underwritten  public offering  becomes the  "beneficial  owner" (as such term is
defined  in Rule 13d-3 and Rule  13d-5  under the  Exchange  Act),  directly  or
indirectly  through  one or more  intermediaries,  of at least 50% of the voting
power  of the  outstanding  voting  stock  of the  Company,  (d) the  merger  or
consolidation  of the Company with or into another  corporation  with the effect
that the existing stockholders of the Company hold less than 50% of the combined
voting  power  of the  then  outstanding  voting  securities  of  the  surviving
corporation of such merger or the corporation  resulting from such consolidation
or (e) the first day on which more than a majority  of the  members of the Board
of Directors of the Company are not Continuing  Directors.  Notwithstanding  the
foregoing, the sale, lease, transfer,  conveyance or other disposition of all or
a substantial  portion of the assets,  properties or Capital Stock of any of the
WPC Related Persons shall not constitute a Change of Control.

         "Permitted Investments" means (a) any Investment in the Company or in a
Wholly Owned  Restricted  Subsidiary of the Company,  (b) any Investment in Cash
Equivalents,  U.S. Government Obligations and Triple A Rated Securities, (c) any
Investment  by the  Company or any  Restricted  Subsidiary  of the  Company in a
Person  that is  engaged in the same line of  business  as the  Company  and its
Restricted  Subsidiaries were engaged in on the date of this Indenture or a line
of business or manufacturing or fabricating operation reasonably related thereto
(including  any  downstream  steel  manufacturing  or  processing  operation  or
manufacturing or fabricating operation in the construction products business) if
as a result of such Investment (i) such Person becomes a Wholly Owned Restricted
Subsidiary  of the  Company  or (ii) such  Person  is  merged,  consolidated  or
amalgamated  with or into,  or  transfers  or conveys  substantially  all of its
assets to, or is  liquidated  into,  the  Company or a Wholly  Owned  Restricted
Subsidiary of the Company, (d) any Investment made as a result of the receipt of
non-cash  consideration  from (i) an Asset Sale that was made pursuant to and in
compliance  with Section 4.10 hereof or (ii) a  disposition  of assets that does
not constitute an Asset Sale, (e) any Investment acquired solely in exchange for
Equity  Interests  (other  than  Disqualified  Stock)  of the  Company  and  (f)
Investments  existing  as of the date of the  Indenture.  For  purposes  of this
definition,  the lines of  business  in which  the  Company  and its  Restricted
Subsidiaries are engaged shall be determined without regard to the businesses in
which WPSC and its Subsidiaries are engaged.

         "Replacement  Assets" means (x)  properties and assets (other than cash
or any Capital Stock or other  security)  that will be used in a business of the
Company and its Restricted  Subsidiaries conducted on the date of this Indenture
or in a line of business or  manufacturing or fabricating  operation  reasonably
related thereto (including any downstream steel processing or


                                       -4-

<PAGE>

manufacturing  operation  or  manufacturing  or  fabricating  operation  in  the
construction  products  business)  or (y)  Capital  Stock of any Person  that is
engaged in a business referred to in clause (x) and that will become on the date
of the acquisition  thereof a Wholly Owned Restricted  Subsidiary of the Company
as a result of such acquisition.  For purposes of this definition,  the lines of
business in which the Company and its Restricted  Subsidiaries are engaged shall
be  determined   without  regard  to  the  businesses  in  which  WPSC  and  its
Subsidiaries are engaged.

         B.       Covenants.

               (i)  The  following  Section  shall  be  amended  to  read in its
entirety as follows:

                  Section 4.07. Restricted Payments.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries  to,  directly  or  indirectly,  (a) declare or pay any
dividend or make any other payment or  distribution  on account of the Company's
or any of its Restricted  Subsidiaries'  Equity  Interests  (including,  without
limitation, any payment in connection with any merger or consolidation involving
the  Company)  or to the  direct or  indirect  holders of the  Company's  Equity
Interests  in their  capacity  as such (other than  dividends  or  distributions
payable in Equity Interests (other than Disqualified Stock) of the Company); (b)
purchase,  redeem or otherwise  acquire or retire for value  (including  without
limitation,  in  connection  with any  merger  or  consolidation  involving  the
Company)  any  Equity  Interests  of the  Company  (other  than any such  Equity
Interests owned by the Company or any Wholly Owned Restricted  Subsidiary of the
Company);  (c) make any  payment on or with  respect  to, or  purchase,  redeem,
defease or  otherwise  acquire or retire for  value,  any  Indebtedness  that is
subordinated  in right of payment to the Notes,  except a payment of interest or
principal at Stated  Maturity;  or (d) make any Restricted  Investment (all such
payments  and other  actions  set forth in clauses  (a)  through (d) above being
collectively  referred to as  "Restricted  Payments"),  unless  such  Restricted
Payment is made on or after October 1, 2002 and, at the time of and after giving
effect to such Restricted Payment:

                  (i) no Default or Event of Default  shall have occurred and be
         continuing or would occur as a consequence thereof;

                  (ii) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto, have been permitted to incur
         at least $1.00 of  additional  Indebtedness  pursuant  to the  Adjusted
         Consolidated  Leverage  Ratio test set forth in the first  paragraph of
         Section 4.09 hereof; and

                  (iii) such  Restricted  Payment,  together  with the aggregate
         amount of all other  Restricted  Payments  made by the  Company and its
         Restricted  Subsidiaries after the date of this Indenture, is less than
         the sum of (A) 50% of the  Consolidated  Net Income of the  Company for
         the period (taken as one accounting period) commencing April 1, 1998 to
         the end of the Company's  most recently  ended fiscal quarter for which
         internal financial


                                       -5-

<PAGE>


         statements are available at the time of such Restricted Payment (or, if
         such Consolidated Net Income for such period is a deficit, less 100% of
         such  deficit),  plus  (B)  100% of the  aggregate  Net  Cash  Proceeds
         received by the  Company  from the issue or sale since the date of this
         Indenture of Equity  Interests of the Company (other than  Disqualified
         Stock) or of Disqualified  Stock or debt securities of the Company that
         have been  converted into such "Equity  Interests  (other than any such
         Equity  Interests,  Disqualified  Stock or convertible  debt securities
         sold  to  a  Restricted  Subsidiary  of  the  Company  and  other  than
         Disqualified  Stock or  convertible  debt  securities  that  have  been
         converted  into  Disqualified  Stock),  plus (C) to the extent that any
         Restricted Investment that was made after the date of this Indenture is
         sold for cash or Cash Equivalents or otherwise liquidated or repaid for
         cash,  Cash  Equivalents,  the sum of (x) the  initial  amount  of such
         Restricted  Investment  and  (y) 50 % of  the  aggregate  Net  Proceeds
         received by the Company or any Restricted  Subsidiary of the Company in
         excess of the initial amount of such  Restricted  Investment,  plus (D)
         $25.0 million.

                  The foregoing  provisions will not prohibit (a) the payment of
any dividend  within 60 days after the date of declaration  thereof,  if at said
date of declaration such payment would have complied with the provisions of this
Indenture;  (b) the  redemption,  repurchase,  retirement,  defeasance  or other
acquisition of any subordinated  Indebtedness or Equity Interests of the Company
in exchange for, or out of the Net Cash Proceeds of the substantially concurrent
sale (other than to a  Restricted  Subsidiary  of the  Company) of, other Equity
Interests of the Company (other than any Disqualified Stock);  provided that the
amount of any such Net Cash Proceeds that are utilized for any such  redemption,
repurchase,  retirement,  defeasance or other acquisition shall be excluded from
clause (iii) (B) of the preceding  paragraph;  (c) the  defeasance,  redemption,
repurchase,  retirement or other  acquisition of subordinated  Indebtedness with
the Net Cash  Proceeds  from an  incurrence  of, or in exchange  for,  Permitted
Refinancing  Indebtedness;  (d) the  payment  of any  dividend  by a  Restricted
Subsidiary  of the Company to the holders of its Equity  Interests on a pro rata
basis;  (e) so long as no Default or Event of Default shall have occurred and be
continuing,  the repurchase,  redemption or other  acquisition or retirement for
value of any Equity Interests of the Company held by any member of the Company's
or any of its Restricted  Subsidiaries' management upon the death, disability or
termination  of  employment  of such  member of  management;  provided  that the
aggregate  price paid for all such  repurchased,  redeemed,  acquired or retired
Equity Interests shall not exceed $750,000 in any calendar year and $3.0 million
in the  aggregate;  (f) the  payment  by the  Company  or any of its  Restricted
Subsidiaries  of  management  fees to WPN or any  Affiliate of WPN not to exceed
$5.5 million in any  calendar  year,  in exchange  for services  provided to the
Company and its Restricted  Subsidiaries by WPN or any Affiliate of WPN pursuant
to any  management  agreement  between the Company  and/or any of its Restricted
Subsidiaries and WPN and/or any of its Affiliates;  (g) payments permitted under
the  WHX  Agreements;  (h)  distributions  of  all or any  part  of the  assets,
properties  or  Capital  Stock of any or all of the WPC  Related  Persons to any
Person other than common or preferred stockholders of WHX; and (i) the direct or
indirect purchase or other acquisition of Equity Interests of H&H pursuant to or
in connection with the Tender Offer and the Merger.


                                       -6-

<PAGE>


                  In determining the amount of Restricted  Payments  permissible
under clause (iii) of the first  paragraph of this  covenant,  amounts  expended
pursuant to clauses (a) and (e) of the immediately  preceding paragraph shall be
included as Restricted Payments for purposes of such clause (iii).

                  The  Board of  Directors  of the  Company  may  designate  any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default. For purposes of making such determination,  all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated  will be deemed to be Restricted
Payments at the time of such designation.  All such outstanding Investments will
be deemed to constitute Investments in an amount equal to the greater of (a) the
net book value of such  Investments at the time of such  designation and (b) the
fair market  value of such  Investments  at the time of such  designation.  Such
designation will be permitted only if such Restricted Payment would be permitted
at such time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary.

                  The amount of all Restricted  Payments (other than cash) shall
be the fair market value on the date of the  Restricted  Payment of the asset(s)
or  securities  proposed  to be  transferred  or issued by the  Company  or such
Restricted  Subsidiary,  as the case may be, pursuant to the Restricted Payment.
The fair market value of any non-cash  Restricted Payment shall be determined by
the Board of  Directors of the Company  whose  resolution  with respect  thereto
shall be  delivered  to the  Trustee.  Not  later  than the date of  making  any
Restricted  Payment,  the  Company  shall  deliver to the  Trustee an  officer's
certificate  stating that such Restricted Payment is permitted and setting forth
the basis  upon  which  the  calculations  required  by this  Section  4.07 were
computed.

         Section 4.09.     Incurrence of Indebtedness and Issuance of
                           Preferred Stock.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries  to,  directly or  indirectly,  create,  incur,  issue,
assume,   guarantee  or  otherwise   become   directly  or  indirectly   liable,
contingently  or  otherwise,   with  respect  to  (collectively,   "incur")  any
Indebtedness  (including  Acquired  Indebtedness)  and that the Company will not
permit  any of its  Restricted  Subsidiaries  to issue any  shares of  preferred
stock; provided,  however, that the Company and its Restricted  Subsidiaries may
incur  Indebtedness and Restricted  Subsidiaries of the Company may issue shares
of Preferred Stock if the Company's Adjusted  Consolidated  Leverage Ratio would
have been less than 4.5 to 1, on a pro forma  basis after  giving  effect to the
incurrence of such  Indebtedness or the issuance of such Preferred Stock, as the
case may be, and the application of the net proceeds therefrom.

                  Notwithstanding the foregoing,  the Company and, to the extent
set forth below,  its Restricted  Subsidiaries  may incur the following (each of
which shall be given independent effect):


                                       -7-

<PAGE>

                  (a)  Indebtedness  of the  Company  under  the  Notes and this
         Indenture;

                  (b) Permitted Working Capital  Indebtedness of the Company and
         its Restricted Subsidiaries;

                  (c)  Existing   Indebtedness  (other  than  Permitted  Working
         Capital  Indebtedness  or  Indebtedness  under  the  Letter  of  Credit
         Facility);

                  (d)   Indebtedness   of  the   Company   and  its   Restricted
         Subsidiaries under the Letter of Credit Facility;

                  (e)   Capital   Expenditure   Indebtedness,    Capital   Lease
         Obligations  and  purchase  money  Indebtedness  of the Company and its
         Restricted  Subsidiaries in an aggregate principal amount not to exceed
         $70.0 million at any time outstanding;

                  (f) (i) Hedging  Obligations of the Company and its Restricted
         Subsidiaries  covering  Indebtedness  of the Company or such Restricted
         Subsidiary  (which  Indebtedness is otherwise  permitted to be incurred
         under this covenant) to the extent the notional principal amount of any
         such Hedging  Obligation  does not exceed the  principal  amount of the
         Indebtedness  to  which  such  Hedging  Obligation   relates;  or  (ii)
         repurchase   agreements,   reverse  repurchase  agreements  or  similar
         agreements   relating  to  marketable  direct   obligations  issued  or
         unconditionally guaranteed by the United States Government or issued by
         any  agency  thereof  and  backed by the full  faith and  credit of the
         United States,  in each case maturing  within one year from the date of
         acquisition; provided that the terms of such agreements comply with the
         guidelines  set forth in  Federal-Financial  Agreements  of  Depository
         Institutions with Securities and Others (or any successor  guidelines),
         as adopted by the Comptroller of the Currency;

                  (g)   Indebtedness   of  the   Company   and  its   Restricted
         Subsidiaries  in an  aggregate  principal  amount  not to exceed  $45.0
         million at any time outstanding;

                  (h)  Indebtedness  of the Company  representing  guarantees of
         Indebtedness  incurred by one of its Restricted  Subsidiaries  pursuant
         to, and in compliance with, another provision of this covenant;

                  (i)  Indebtedness  of the  Company  or  any of its  Restricted
         Subsidiaries  representing  guarantees of a portion of the Indebtedness
         of  Wheeling-Nisshin  which is not greater  than the  Company's or such
         Restricted  Subsidiary's  pro rata ownership of the outstanding  Equity
         Interests in Wheeling-Nisshin;  provided, however, that (i) in the case
         of  a  guarantee  of  any  such  Indebtedness  by  the  Company,   such
         Indebtedness is expressly  subordinated to the prior payment in full in
         cash of all Obligations  with respect to the Notes and (ii) at the time
         of  incurrence  and  after  giving  effect  to  the   Indebtedness   of
         Wheeling-Nisshin  which is being guaranteed,  the Consolidated Interest
         Coverage Ratio


                                       -8-

<PAGE>


         of  Wheeling-Nisshin  for its most  recently  ended  four  full  fiscal
         quarters for which internal  financial  statements are available  would
         have been at least 2.00 to 1, determined on a pro forma basis as if any
         additional  Indebtedness  had been  incurred at the  beginning  of such
         four-quarter period;

                  (j) Indebtedness of the Company or its Restricted Subsidiaries
         representing guarantees of Indebtedness of Wheeling-Nisshin required to
         be made  pursuant  to the  Letter of  Undertaking  not to exceed  $10.0
         million;

                  (k) the  incurrence  by the  Company or any of its  Restricted
         Subsidiaries of intercompany  Indebtedness between or among the Company
         and any of its Wholly Owned Restricted Subsidiaries; provided, however,
         that (i) if the  Company  is the  obligor  on such  Indebtedness,  such
         Indebtedness is expressly  subordinated to the prior payment in full in
         cash of all  Obligations  with  respect  to the  Notes and (ii) (A) any
         subsequent issuance or transfer of Equity Interests that results in any
         such  Indebtedness  being held by a Person  other than the Company or a
         Wholly Owned  Restricted  Subsidiary of the Company and (B) any sale or
         other transfer of any such  Indebtedness to a Person that is not either
         the  Company or a Wholly  Owned  Restricted  Subsidiary  of the Company
         shall be deemed,  in each case,  to  constitute  an  incurrence of such
         Indebtedness by the Company or such Restricted Subsidiary,  as the case
         may be; and

                  (l) any  Permitted  Refinancing  Indebtedness  representing  a
         replacement,  re- newel, refinancing or extension of all or any portion
         of the Indebtedness permitted under the first paragraph and clauses (a)
         and (c) of this covenant.

                  In the event that the incurrence of any Indebtedness  would be
permitted  by the  first  paragraph  set  forth  above  or one  or  more  of the
provisions set forth in the second  paragraph  above,  the Company may designate
(in  the  form  of an  officer's  certificate  delivered  to  the  Trustee)  the
particular  provision of this  Indenture  pursuant to which it is incurring such
Indebtedness.

         Section 4.10. Asset Sales.

                  The  Company  shall  not,  and  shall  not  permit  any of its
Restricted  Subsidiaries to,  consummate an Asset Sale unless (a) the Company or
such Restricted  Subsidiary,  as the case may be, receives  consideration at the
time of such Asset Sale at least equal to the fair market value  (evidenced by a
resolution  of the Board of  Directors  of the Company set forth in an officer's
certificate  delivered to the Trustee) of the assets or Equity  Interests issued
or sold or  otherwise  disposed  of and (b) at least  75 % of the  consideration
therefor received by the Company or such Restricted Subsidiary is in the form of
cash  or  Cash  Equivalents;  provided,  however,  that  the  amount  of (i) any
liabilities  (as shown on the  Company's or such  Restricted  Subsidiary's  most
recent balance sheet) of the Company or such Restricted  Subsidiary  (other than
contingent  liabilities and liabilities that are by their terms  subordinated to
the Notes or any


                                       -9-

<PAGE>


guarantee  thereof)  that are  assumed  by the  transferee  of any  such  assets
pursuant to a customary  novation  agreement  that  releases the Company or such
Restricted  Subsidiary from further liability and (ii) any securities,  notes or
other  obligations  received by the Company or such  Restricted  Subsidiary from
such transferee that are converted by the Company or such Restricted  Subsidiary
within 60 days of receipt  into cash or Cash  Equivalents  (to the extent of the
cash  or  Cash  Equivalents  received)  shall  be  deemed  to be  cash  or  Cash
Equivalents for purposes of this provision.

                  Within 90 days after the receipt of any Net  Proceeds  from an
Asset Sale, the Company or any such Restricted  Subsidiary  shall apply such Net
Proceeds (i) to reduce Indebtedness under Permitted Working Capital Indebtedness
or any other Indebtedness of a Restricted Subsidiary of the Company (and, in the
case of such  Indebtedness  other  than  Indebtedness  under  Permitted  Working
Capital  Indebtedness,   to  correspondingly  reduce  commitments  with  respect
thereto) (an  "Indebtedness  Reduction")  or (ii) to purchase  Notes in the open
market or in negotiated  transactions ("Open Market  Purchases").  To the extent
that 50% of the excess,  if any, of the Net  Proceeds  from such Asset Sale over
any  Indebtedness  Reduction made with such Net Proceeds are not utilized within
90 days after  receipt of such Net  Proceeds  to  purchase  Notes in Open Market
Purchases  (such  proceeds  not so  utilized  being  referred  to  herein as the
"Shortfall  Proceeds")  then,  within  30 days  thereafter,  the  Company  shall
commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase
the maximum amount of Notes that can be purchased  with such Shortfall  Proceeds
at a price equal to (x) 85% of the  principal  amount  thereof  plus accrued and
unpaid interest,  if any, thereon, if such Asset Sale occurred prior to April 1,
2001  or (y)  95% of the  principal  amount  thereof  plus  accrued  and  unpaid
interest,  if any,  thereon,  if such Asset Sale  occurred  on or after April 1,
2001.  To the extent such Net Proceeds are not utilized as  contemplated  in the
preceding  sentences,  such Net  Proceeds  may,  within 360 days  after  receipt
thereof,   be  utilized  to  acquire  Replacement  Assets  or  for  Indebtedness
Reductions.  Pending the final application of any such Net Proceeds, the Company
or any such Restricted  Subsidiary may otherwise invest such Net Proceeds in any
manner that is not  prohibited  by this  Indenture.  Any Net Proceeds from Asset
Sales that are not applied or invested  as  provided in this  paragraph  will be
deemed after the  expiration  of the time periods set forth above to  constitute
"Excess Proceeds."

                  Within 30 days of each date on which the  aggregate  amount of
Excess  Proceeds  exceeds $35.0  million,  the Company shall commence a pro rata
Asset Sale Offer  pursuant  to  Section  3.09  hereof to  purchase  the  maximum
principal amount of Notes that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal  amount  thereof
plus accrued and unpaid interest and Liquidated  Damages, if any, thereon to the
date of purchase in  accordance  with the  procedures  set forth in Section 3.09
hereof. To the extent that the aggregate amount of Notes tendered pursuant to an
Asset  Sale  Offer is less than the  amount  that the  Company  is  required  to
repurchase,  the  Company  may use any  remaining  Excess  Proceeds  for general
corporate  purposes.  If the aggregate  amount of Notes  surrendered  by Holders
thereof  exceeds the amount that the  Company is  required  to  repurchase,  the
Trustee  shall  select the Notes to be  purchased on a pro rata basis (with such
adjustments as may be deemed


                                      -10-

<PAGE>

appropriate  by the Trustee so that only Notes in  denominations  of $1,000,  or
integral multiples thereof,  shall be purchased).  Upon completion of such offer
to purchase, the amount of Excess Proceeds shall be reset at zero.

         Section 5.01.     Merger, Consolidation, or Sale of Assets.

                  The  Company  shall  not  consolidate  or  merge  with or into
(whether  or not the Company is the  surviving  corporation),  or sell,  assign,
transfer,  lease, convey or otherwise dispose of all or substantially all of its
properties  or  assets  in  one  or  more  related   transactions,   to  another
corporation,   Person  or  entity  unless  (a)  the  Company  is  the  surviving
corporation  or the  entity  or the  Person  formed  by or  surviving  any  such
consolidation  or merger  (if other  than the  Company)  or to which  such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state  thereof or the District of Columbia,  (b) the entity or Person formed
by or surviving any such  consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other  disposition  shall have been made assumes all the  obligations  of the
Company under the Notes and this Indenture pursuant to a supplemental  indenture
in a form  reasonably  satisfactory to the Trustee,  (c) immediately  after such
transaction  no Default or Event of Default exists and (d) except in the case of
a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the
Company,  the Company or the entity or Person  formed by or  surviving  any such
consolidation  or merger  (if other  than the  Company),  or to which such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made (A) will have  Consolidated  Net Worth  immediately  after the  transaction
equal to or greater than the Consolidated  Net Worth of the Company  immediately
preceding  the  transaction  and (B) will, at the time of such  transaction  and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable  four-quarter period, be permitted to incur at least
$1.00 of additional  Indebtedness pursuant to the Adjusted Consolidated Leverage
Ratio  test  set  forth  in  the  first   paragraph   of  Section  4.09  hereof.
Notwithstanding the foregoing,  the following shall be permitted: (i) the Merger
and (ii) the sale, assignment,  transfer, lease, conveyance or other disposition
of all or any part of the assets,  properties  or Capital Stock of any or all of
the WPC Related Persons.

         Section 6.01.     Events of Default.

                  An "Event of Default" occurs if:

                  (a) the Company  defaults in the payment  when due of interest
on, or Liquidated  Damages, if any, with respect to, the Notes, and such default
continues for a period of 30 days;

                  (b) the Company  defaults in the payment when due of principal
of or  premium,  if any,  on the Notes when the same  becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise;



                                      -11-

<PAGE>


                  (c) the Company fails to comply with any of the  provisions of
Sections 4.07, 4.09, 4.10, 4. 14 or Article V hereof;

                  (d)  the  Company  fails  to  observe  or  perform  any  other
covenant,  representation,  warranty or other agreement in this Indenture or the
Notes for 30 days after  notice to the  Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25 % in principal amount of the Notes
then outstanding of such failure;

                  (e)  a  default  occurs  under  any  mortgage,   indenture  or
instrument  under  which there may be issued or by which there may be secured or
evidenced  any  Indebtedness  for money  borrowed  by the  Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries),  whether such Indebtedness or guarantee now
exists,  or is created  after the date of this  Indenture,  which default (i) is
caused  by a  failure  to pay  principal  of or  premium  or  interest  on  such
Indebtedness  prior to the  expiration  of any  grace  period  provided  in such
Indebtedness (a "Payment  Default") or (ii) results in the  acceleration of such
Indebtedness  prior to its express  maturity  and, in each case,  the  principal
amount of any such Indebtedness, together with the principal amount of any other
such  Indebtedness  under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $10.0 million or more;

                  (f) a final  judgment  or final  judgments  for the payment of
money are  entered by a court or courts of  competent  jurisdiction  against the
Company or any of its  Subsidiaries  and such judgment or judgments are not paid
or discharged  for a period  (during which  execution  shall not be  effectively
stayed by reason of pending  appeal or otherwise) of 60 days,  provided that the
aggregate of all such undischarged judgments exceeds $10.0 million;

                  (g)  the  Company  or  any  of  its  Significant  Subsidiaries
pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii)  consents to the entry of an order for relief  against it
in an involuntary case,

                  (iii) consents to the  appointment of a custodian of it or for
all or substantially all of its property,

                  (iv)  makes  a  general  assignment  for  the  benefit  of its
creditors, or

                  (v) generally is not paying its debts as they become due; or

                  (h) a court  of  competent  jurisdiction  enters  an  order or
decree under any Bankruptcy Law that:



                                      -12-

<PAGE>

                  (i)  is  for  relief   against  the  Company  or  any  of  its
Significant Subsidiaries in an involuntary case;

                  (ii)  appoints  a  Custodian  of  the  Company  or  any of its
Significant  Subsidiaries or for all or substantially all of the property of the
Company or any of its Significant Subsidiaries; or

                  (iii)  orders  the  liquidation  of the  Company or any of its
Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive  days;
provided,  however,  that if the entry of such order or decree is  appealed  and
dismissed  on appeal then the Event of Default  hereunder by reason of the entry
of such order or decree shall be deemed to have been cured.  Notwithstanding the
foregoing,  as used in clauses  (e),  (f),  (g) and (h) of this Section 6.01 the
terms Subsidiaries,  Restricted Subsidiaries and Significant  Subsidiaries shall
not include any of the WPC Related Persons.


                                      -13-

<PAGE>


                                   ARTICLE TWO

                                  MISCELLANEOUS


         A.       Governing Law.

         The laws of the State of New York shall govern this First  Supplemental
Indenture without regard to the principles of conflict of laws.

         B.       Counterparts.

         This First Supplemental Indenture may be executed in counterparts, each
of which  shall be deemed an  original,  but all of which taken  together  shall
constitute one and the same instrument.

         C.       Survival.

         This First  Supplemental  Indenture  and the Original  Indenture  shall
henceforth be read together.  Except as expressly set forth herein, the Original
Indenture shall remain unchanged and in full force and effect in accordance with
its terms.

         D.       Effective Time.

         For purposes of this First Supplemental Indenture, the "Effective Time"
shall mean the time as of which this First Supplemental Indenture is executed by
the Company and the Trustee.

         E.       Conflicting Terms.

         To the extent of any  inconsistency,  ambiguity  or conflict  among the
terms of the Original Indenture and this First Supplemental Indenture, the terms
of this First Supplemental Indenture shall govern and control.

         F.       Acceptance of Amendments.

         The Trustee  accepts  the  supplement  and  amendment  of the  Original
Indenture  effected by this First  Supplemental  Indenture and agrees to execute
the trust created by the Original Indenture as hereby amended, but only upon the
terms and  conditions set forth in the Original  Indenture,  including the terms
and provisions defining and limiting the liabilities and responsibilities of the
Trustee,  which terms and  provisions  shall in like manner define and limit its
liabilities and  responsibilities in the performance of the trust created by the
Original  Indenture as hereby amended,  and,  without limiting the generality of
the foregoing, the Trustee shall not be


                                      -14-

<PAGE>


responsible in any manner  whatsoever for or with respect to any of the recitals
or statements  contained  herein,  all of which  recitals or statements are made
solely by the  Company  for or with  respect to (i) the  validity,  efficacy  or
sufficiency  of  this  First  Supplemental  Indenture  or any of  the  terms  or
provisions hereof, (ii) the proper  authorization  hereof by the Company through
corporate action or otherwise,  (iii) the due execution hereof by the Company or
(iv) the consequences (direct or indirect and whether deliberate or inadvertent)
of any amendment  herein  provided for, and the Trustee makes no  representation
with respect to any such matters.



               (Remainder of this page intentionally left blank.)




                                      -15-

<PAGE>


         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this  First
Supplemental  Indenture to be executed and  delivered as of the date first above
written.



                                        WHX CORPORATION


                                        By: /s/ Arnold Nance
                                            ------------------------------------
                                        Name: Arnold Nance
                                        Title: Vice President-Finance



                                        BANK ONE, N.A.


                                        By: ____________________________________
                                        Name:
                                        Title:


                                      -16-