sec document







                                                                    EXHIBIT 10.4

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter referred
to as the  "Agreement")  made and entered into effective as of March 4, 2005, by
and among WHX CORPORATION  (hereinafter  referred to as "WHX", and together with
its subsidiaries,  the "Company"), a corporation organized under the laws of the
State of Delaware,  with principal offices located at 110 East 59th Street,  New
York,  New York 10022,  HANDY & HARMAN  (hereinafter  referred  to as "H&H"),  a
corporation organized under the laws of New York, with principal offices located
at 555  Theodore  Fremd  Avenue,  Rye,  New York 10580 and ROBERT K.  HYNES,  an
individual  with an office  address at 110 East 59th Street,  New York, New York
10022.

            WHEREAS,  you have been employed as the Vice President,  Finance and
then as the Chief Financial  Officer of WHX pursuant to that certain  employment
agreement (the "Prior  Agreement")  dated as of July 1, 2001 between WHX and the
Executive.

            WHEREAS, the parties desire to amend and restate the Prior Agreement
pursuant to the terms described herein in consideration  of, among other things,
your  agreement to perform  additional  services for the benefit of H&H and your
extraordinary and continuing  efforts in assisting the Company in developing and
analyzing its strategic alternatives.

            1. You shall hold the office of the Chief Financial  Officer of WHX.
Your  employment  with WHX shall  continue  through  June 30,  2005,  subject to
earlier  termination  pursuant  to the  provisions  set forth  below,  and shall
automatically be extended for successive one-year terms unless either you or the
Company  shall advise the other upon not more than 60 days nor less than 30 days
notice that such term shall not be renewed; provided that if the Agreement shall
not be renewed by the  Company,  you shall be entitled to the benefits set forth
in Section 8(b) hereof as if your  employment  had been  terminated  pursuant to
Section  7(c)  hereof.  The  parties  desire  to enter  into this  Agreement  to
supersede the Prior Agreement.  The Prior Agreement is hereby terminated and all
obligations  under that  agreement are  terminated,  except as are  specifically
otherwise provided in this Agreement.

            2. You agree to use your best  efforts to promote the  interests  of
the Company and devote your full  business  time,  attention and energies to the
business and affairs of the Company.  You agree to perform such  services as are
customary to your  position and as shall from time to time be assigned to you by
the  Board  of  Directors  of  WHX,  including  without  limitation,   executive
management services from time to time on behalf of H&H. You shall not during the
term of this Agreement be engaged in any other business activity, whether or not
such business activity is pursued for gain, profit or other pecuniary advantage;
but this shall not be construed as preventing  you from  investing your personal
assets in businesses that do not compete with the Company in such form or manner
as will not require any services on your part in the operation of the affairs of
the companies in which such investments are made and in which your participation
is solely that of an investor;  and except that you may purchase  securities  in
any  corporation  whose  securities are regularly  traded,  provided,  that such







purchase  shall not result in your owning  beneficially  at any time one percent
(1%) or more of the equity  securities of any corporation  engaged in a business
directly competitive with that of the Company.

            3. Your  annual  base  salary  shall be no less than  $250,000  less
applicable federal,  state and local tax deductions,  payable in accordance with
the Company's  customary payroll practices.  Any increases in your annual salary
shall be in the sole  discretion of WHX's Board of Directors.  You shall also be
entitled to such annual bonus, if any, as the  Compensation  Committee of WHX or
the Board of Directors of WHX in its absolute discretion shall determine.

            4. You shall be  eligible  to  participate  in such of the bonus and
stock option plans or similar arrangements that may be offered from time to time
by the Company,  in accordance  with the terms and provisions of such plans,  in
the sole  discretion of WHX's Board of Directors.  You shall also be eligible to
continue to participate in the H&H Management  Incentive Plan (the "Bonus Plan")
and the H&H Long-Term Incentive Plan (the "Incentive Plan").  Specifically,  you
shall  continue  to be  eligible  and to  participate  in (a) the Bonus  Plan in
respect of the 2001 plan year (on a pro-rated basis), and (b) the Incentive Plan
in  respect  of the  1999  through  2003  cycle,  subject  in  each  case to the
attainment of performance goals established by the Board of Directors of Handy &
Harman in its sole discretion.

            5. (a) You shall be eligible to participate in the Company  employee
benefit plans and programs,  in accordance with the terms and provisions of such
plans, subject to the sole discretion of WHX's Board of Directors. Specifically,
you  shall  be  eligible  to  continue  to  participate  in the  Handy &  Harman
Supplemental  Executive  Retirement  Plan and the Handy & Harman  Executive Life
Insurance and Post-Retirement Life Insurance Program, in each case in accordance
with the terms and provisions of such plans.

               (b) The Company shall reimburse you for annual financial,  estate
and tax  planning  and tax  preparation  expenses  up to a maximum of 3% of your
annual base salary in effect on January 1 of each tax year.

               (c) You shall be  provided  with a Company  car  provided  at the
Company's  expense (which shall be your current car provided by Handy & Harman),
and  such  car  may  be  replaced  in  the  Company's  sole  discretion  with  a
substantially equivalent model.

               (d) You shall be entitled to vacation  with pay of four (4) weeks
in each  calendar  year.  This  vacation  time shall be  pro-rated  for  partial
employment in any calendar year.

               (e) You shall be entitled to health insurance coverage, if and to
the extent provided to all other employees of the Company.

            6. (a) The Company shall  reimburse you for all reasonable  business
expenses  incurred  by  you  in  accordance  with  the  Company's   policies  on
reimbursement for business expenses as then in effect.

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               (b) You and your spouse shall  continue to be entitled to receive
post-retirement  health  insurance  benefits  from  Handy  &  Harman  under  its
Post-Retirement  Medical Plan in effect for employees of Handy & Harman prior to
1992 on such terms and conditions in place for other  employees  covered by such
plan.

            7. (a) The  Company  may  terminate  your  employment  at any  time,
without prior notice,  for any of the  following  reasons:  (i) your engaging in
conduct which is materially injurious to the Company, its affiliates,  or any of
its respective customer or supplier relationships, monetarily or otherwise; (ii)
your engaging in any act of fraud,  misappropriation  or embezzlement or any act
which would constitute a felony (other than minor traffic violations);  or (iii)
your material breach of this Agreement.

               (b) If, as a result of your  incapacity due to physical or mental
illness,  you shall have been  absent  from the  full-time  performance  of your
duties  hereunder  for at least 120 days  within  any  twelve  (12)  consecutive
months,  excluding  vacation time actually used in accordance with the Company's
policies thereon, your employment may be terminated by the Company, upon written
notice in accordance with paragraph 8 hereof without further notice.

               (c) The  Company,  in its sole  discretion,  may  terminate  your
employment at any time for any reason other than those stated in paragraphs 7(a)
or 7(b) upon thirty (30) days prior written notice.

            8. (a) If your  employment is terminated by the Company  pursuant to
paragraph  7(a),  you  shall  receive  your  base  salary  through  the  date of
termination and the Company shall have no further  obligations to you under this
Agreement.

               (b) If your  employment is terminated by the Company  pursuant to
paragraph  7(b) or 7(c) or as a  result  of  your  death,  you or your  personal
representative, guardian, or the representative of your estate shall be entitled
to the following severance and benefits:

                   (i) The  Company  shall  pay  you a  severance  payment  (the
"Severance  Payment")  equal to one (1) year's full base salary at your  highest
rate in effect  during the twelve  (12) months  preceding  the date on which the
Notice of  Termination  is  given,  plus any Bonus  Plan  compensation  you have
accrued;

                   (ii) The Company shall pay you the Severance Payment no later
than the thirtieth  (30th) day following  the date of  termination.  The Company
shall pay the Severance Payment in one lump sum payment.

                   (iii) The  Company  shall  continue  to  provide  you or your
family with all of the benefits described in Section 5 hereof including, without
limitation, accruals under existing pension plans, life insurance (other than in
the event of termination  of employment as a result of your death),  medical and
dental insurance  benefits,  financial planning and a company-owned  automobile,
for twelve (12) months following the date of termination.  In addition,  (x) the

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Company  shall  assign to you all life  insurance  policies  (and the their cash
surrender  value) taken out on your behalf while you were  employed at Handy and
Harman and (y) you shall be entitled to receive any payments under the Handy and
Harman Supplemental  Employment  Retirement Plan to which you otherwise would be
entitled as and when such payments are required to be made.

                   (iv)  During the period you are  receiving  any  payments  or
benefits under  paragraph  8(b),  you agree to promptly  notify the Company upon
your  acceptance  of any  other  employment  and upon your  eligibility  for any
medical  benefits,  insurance,  financial  planning  or use  of a  company-owned
vehicle by your new employer,  you shall no longer be eligible to participate in
the corresponding aspects of the Company's benefit plans and arrangements.

            Upon the payment to you of the benefits under Section 8(b), Sections
9 and 10 shall  terminate and you shall not be entitled to any further  payments
under such terminated sections.

            9. You shall be  entitled to  terminate  your  employment  for "Good
Reason", which shall mean the occurrence of one of the following circumstances:

               (a) a  reduction  in your  annual base salary as in effect on the
date of such change;

               (b) the Company  causes the relocation of the office in which you
are  located  prior to the change to a location  more than fifty  miles from New
York, New York,  except for required travel on the business of the Company to an
extent substantially consistent with your present business travel obligations;

               (c) breach of this Agreement by the Company; or

               (d)  failure of the  Company to obtain a  satisfactory  agreement
from any successor to assume and agree to perform this Agreement.

            10. Upon the occurrence of any of the events set forth in Section 9,
you shall for Good  Reason  upon  notice  pursuant  to  Section 17 hereof to the
Company,  if such  occurrence  is not cured  within 30 days of  receipt  of such
notice, be entitled to the following benefits:

               (a) The Company shall pay you a severance payment (the "Severance
Payment")  equal to one (1)  year's  full base  salary at your  highest  rate in
effect  during the twelve (12) months  preceding the date on which the Notice of
Termination is given plus any Bonus Plan compensation you have accrued;

               (b) For a twelve  (12) month  period  after  termination  of your
employment,  the Company  shall  arrange to provide  you with life,  medical and
dental insurance  benefits,  financial  planning and a company-owned  automobile
substantially  similar to those which you are  receiving  or entitled to receive
immediately  prior to the  Notice of  Termination,  unless you are  eligible  to
receive such benefits from a subsequent employer;

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               (c) The Company shall pay you the Severance Payment no later than
the thirtieth  (30th) day following the date of  termination.  The Company shall
pay the Severance Payment in one lump sum payment.

               (d) Upon the payment to you of the benefits under Sections 10(a),
(b) and (c),  Sections 7 and 8 shall  terminate and you shall not be entitled to
any further payments under such terminated sections.

            11. Your continued employment shall not constitute consent to, or as
a waiver of rights with respect to, any  circumstance  constituting  Good Reason
hereunder  for a period of sixty  (60) days  following  the  occurrence  of such
event,  and  thereafter  such  circumstance  shall be deemed  waived as an event
giving rise to a termination pursuant to Section 9.

            12. Any  termination  of your  employment by the Company,  or by you
shall be  communicated  by written  "Notice of  Termination"  to the other party
hereto in accordance with Section 17 hereof.  For purposes of this Agreement,  a
Notice of Termination  shall mean a notice  indicating the specific  termination
provision in this Agreement  relied upon and setting forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for termination of your
employment  under the  provision  so  indicated.  Further,  you agree  that upon
termination  that you will resign  effective as of the date of termination  from
any and all directorships you may hold in the Company.

            13.  "Date of  Termination"  shall  mean  (30)  days  after the date
specified in the Notice of Termination.

            14.  (a)  You  agree  that,  at all  times  during  and  after  your
employment with the Company, you shall hold and protect in strict confidence and
shall not (except as required in the  furtherance  of the Company's  business or
with the Company's prior written consent) use or disclose for any purpose to any
person who is not then a Company  employee any of the Company's  confidential or
proprietary  information,  and you shall not cause or assist any other person to
use,  publish  or  disclose  any  of  such  information  except,  however,  such
information as shall have become generally available to the public other than by
your action, cause or fault.

               (b) All papers,  books and records of every kind and  description
relating to the business and affairs of the Company or its  affiliates,  whether
or not prepared by you, shall be the sole and exclusive property of the Company,
and you shall  surrender  them to the  Company  at any time upon  request by the
Chairman or the Board or any authorized officer of the Company.

               (c) The provisions of subsections 14(a), (b) and (c) will survive
the  expiration or earlier  termination  of the term of this Agreement and shall
extend for a period of thirty-six (36) months thereafter.

               (d) You also agree that, for a period of 18 months  following the
termination of your  employment,  you will not (i) offer,  perform or attempt to
perform  services  for any other  person,  firm or  corporation  if any of those

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services  would use or  disclose  or cause  disclosure  of any  confidential  or
proprietary  information,  (ii) cause, assist or encourage any solicitation of a
customer of the Company for a sale in  competition  with the Company,  and (iii)
cause,  assist or encourage  any  recruitment  of any employee of the Company to
become employed with another,  or take any other action not consistent with good
faith employment with the Company.

               (e)  Notwithstanding  any other provision of this  Agreement,  if
there is a breach or threatened  breach of the  provisions of this Section 14 of
this Agreement,  the Company shall be entitled to an injunction  restraining you
from such breach.  Nothing herein shall be construed as prohibiting  the Company
from pursuing any other remedies for such breach or threatened breach.

            15. Subject to Section 14(e), any dispute or controversy between the
Company and you,  whether  arising out of or  relating  to this  Agreement,  the
breach  of this  Agreement,  or  otherwise,  shall  be  settled  by  arbitration
administered  by the American  Arbitration  Association  in accordance  with its
Commercial  Rules  then in effect  and  judgment  on the award  rendered  by the
arbitrator  may be  entered  in any  court  having  jurisdiction  thereof.  Such
arbitration shall take place in the New York City metropolitan area. The cost of
any arbitration  proceeding  hereunder shall be borne equally by the Company and
you. The arbitrator  shall have the authority to award any remedy or relief that
a court of  competent  jurisdiction  could  order or grant,  including,  without
limitation,  the issuance of an injunction.  However,  either party may, without
inconsistency  with  this  arbitration  provision,  apply  to any  court  having
jurisdiction  over such dispute or  controversy  and seek  interim  provisional,
injunctive or other equitable relief until the arbitration  award is rendered or
the controversy is otherwise  resolved.  In the event that it shall be necessary
or  desirable  for you to retain  legal  counsel  and/or  incur  other costs and
expenses in connection with this  arbitration  provision,  and provided that you
substantially  prevail in the enforcement of such rights,  the Company shall pay
(or you shall be entitled to recover from the Company,  as the case may be) your
reasonable  attorneys'  fees and  costs  and  expenses  in  connection  with any
application under this arbitration  provision,  including the enforcement of any
arbitration award, up to $25,000 in the aggregate.  Except as necessary in court
proceedings  to  enforce  this  arbitration   provision  or  an  award  rendered
hereunder,  or to obtain interim  relief,  neither a party nor an arbitrator may
disclose the existence,  content or results of any arbitration hereunder without
the prior written consent of the Company.

            16. (a) WHX and H&H shall be jointly  and  severally  liable for all
amounts to be paid to you hereunder.

               (b) The  Company  agrees to maintain in full force and effect all
director and officer liability  insurance  policies presently in effect pursuant
to their  terms,  and to not  cancel  any such  policy  unless a new  policy  is
substituted  that has  substantially  equivalent  coverage,  unless  the cost to
maintain such insurance,  in the reasonable  discretion of the Company,  becomes
excessive.

               (c) If you should incur any expenses in  connection  with the (i)
enforcement of any of your rights  hereunder,  including but not limited to, any
amounts due to you  hereunder,  or (ii) defense of any claims,  whether by legal
proceedings  or  otherwise,  for any amounts  paid by the  Company,  directly or

                                      -6-





indirectly, to you whether pursuant to this Agreement or otherwise, you shall be
entitled to receive  pursuant to clause (i) or (ii) above, as and when requested
from time to time,  whether  or not there has been an  adjustment  of any claims
hereunder, in addition to the amounts payable hereunder, all reasonable costs of
defense or collection, including attorneys' fees and disbursements, court costs,
and any other such expenses which might be incurred.

               (d) The Company  hereby agrees to indemnify and hold you harmless
to the fullest extent permitted by the Certificate of Incorporation and By-laws,
as currently in effect, and in accordance with Delaware General Corporation Law,
as amended from time to time (the "DGCL"), or any other applicable law as may be
amended from time to time,  against any and all amounts  which you are or become
obligated  to pay  because  of any  charge,  claim or claims,  whether  civil or
criminal,  made  against you because of any act or omission or neglect or breach
of duty,  including  any actual or alleged error or  misstatement  or misleading
statement or other act done or wrongfully attempted,  which you commit or suffer
while  acting in your  capacity  as an officer or  director of the Company or an
affiliate  thereof  and  because of you being such an officer or  director.  The
payments which the Company will be obligated to make hereunder shall include but
shall not be limited  to all  expenses  (including  attorney's  fees),  damages,
judgments,  fines,  settlements and costs,  cost of  investigation  and costs of
defense of actual or threatened legal actions, claims or judicial administrative
or other  proceedings  and appeals  therefrom and costs of attachment or similar
bonds and shall be payable  within 30 days  after you have  given the  Company a
written claim for such funds;  provided,  however, that the Company shall not be
obligated to pay fines or other  obligations or fees imposed by law or otherwise
which is  prohibited by  applicable  law from paying as  indemnity.  To the full
extent so permitted,  the foregoing shall apply to actions by or in the right of
the Company and require the Company to pay expenses,  including  bail bonds,  if
any, in advance of final disposition as set forth above.

               (e) The Company shall not be liable under this  Agreement to make
any payment in connection with any claim under Section 16(d) above:

                   (i) for which  payment is actually  made to you under a valid
and collectable Company insurance policy, which premiums are paid by the Company
or any of its affiliates,  except in respect of any deductible and excess beyond
the amount of payment under such insurance;

                   (ii) for which you are  indemnified by the Company  otherwise
than pursuant to this  Agreement,  provided such amount has previously been paid
to you;

                   (iii) based upon or  attributable  to you gaining in fact any
personal profit or advantage to which you were legally entitled;

                   (iv) for an  accounting  of  profits  in fact  made from your
purchase or sale of securities  of the Company  within the meaning of applicable
law;

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                   (v)  brought  about  or  contributed  to by  your  dishonesty
seeking payment hereunder; provided, however, notwithstanding the foregoing, you
shall be protected  under this Agreement as to any claims upon which suit may be
brought against you by reason of any alleged  dishonesty on your part,  unless a
judgment or other final and  nonappealable  adjudication  thereof adverse to you
shall establish that you committed acts of active and deliberate dishonesty with
actual dishonest  purpose and intent,  which acts were material and an essential
element to the cause of actions so adjudicated; and

                   (vi) by you acting as a plaintiff  suing other  directors  or
officers of the Company or its affiliates.

            17. Any notices  required by this Agreement  shall be in writing and
shall be deemed to have been given when delivered by hand, sent by facsimile (so
long as an original is mailed within 24 hours of such  facsimile  transmission),
mailed by United  States  certified  mail,  return  receipt  requested,  postage
prepaid, or sent by nationally-recognized overnight mail service, as follows:

                      If to you:

                      Mr. Robert K. Hynes
                      At the address provided to the Company in accordance with
                      this paragraph

                      If to the Company:

                      WHX Corporation
                      110 East 59th Street, 30th Floor
                      New York, New York 10022
                      Attention: Corporate Secretary

and or to such other  address as the parties may furnish to the other in writing
in accordance  with this  paragraph.  Notices of change of address shall only be
effective upon receipt.

            18. This Agreement  shall be governed by and construed in accordance
with the laws of the State of New York  without  regard to its  conflict of laws
principles.

            19. This Agreement sets forth the entire agreement and understanding
of the parties  hereto with respect to the subject  matter hereof and supersedes
all prior agreements,  arrangements and understandings among the Company and you
with respect to such subject  matter.  This  Agreement may be modified only by a
writing signed by you and the Company.  If any provision of this Agreement shall
be held to be void or  unenforceable,  the  remainder  of this  Agreement  shall
nevertheless  remain in full force and effect. This Agreement shall inure to the
benefit of and be binding upon the Company's successors and assigns.

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            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the date and year first above written.

                                      WHX CORPORATION




                                      By:  /s/ Neale X. Trangucci
                                          --------------------------------------
                                           Name:  Neale X. Trangucci
                                           Title: Chief Executive Officer


                                      HANDY & HARMAN




                                      By:  /s/ Daniel Murphy
                                           ------------------------------------
                                           Name:  Daniel Murphy
                                           Title: President


Agreed to this 4th day
of March, 2005



/s/ Robert K. Hynes
---------------------------------
Robert K. Hynes


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