<PAGE>   1
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT effective as of the 24th day of December, 1998, by
and  between   WHEELING-PITTSBURGH   STEEL  CORPORATION   ("WPSC"),  a  Delaware
corporation with a principal place of business at 1134 Market Street,  Wheeling,
West Virginia,  26003, WHX CORPORATION  ("WHX"),  a Delaware  corporation with a
principal place of business at 110 East 59th Street,  New York, New York,  10022
and  WHEELING-PITTSBURGH  CORPORATION  ("WPC"),  a Delaware  corporation  with a
principal  place of business at 1134 Market  Street,  Wheeling,  West  Virginia,
26003 (WPSC, WHX and WPC are collectively referred to as the "Company") and Paul
J. Mooney (the "Executive").

         WHEREAS,  the  Executive  is  employed  by the  Company  pursuant to an
Employment  Agreement  dated as of October  17,  1997 (the  "Initial  Employment
Agreement")  and the parties hereto each desire to amend and restate the Initial
Employment Agreement upon the terms and conditions set forth herein;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, the parties hereto do agree as follows:

1.       EMPLOYMENT.
                  (a)  The  Company  hereby  employs  the  Executive,   and  the
Executive hereby accepts such employment,  as Executive Vice President and Chief
Financial  Officer of WPC and WPSC and Vice President of WHX, with his principal
office being located in either Pittsburgh,


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<PAGE>   2



Pennsylvania,  Wheeling,  West  Virginia  or in a  geographic  area  around  the
Pittsburgh,  Pennsylvania  area no  farther  in  distance  than  Wheeling,  West
Virginia, upon the terms and subject to the conditions contained herein.

                  (b) Executive  agrees that  effective  upon an Initial  Public
Offering (as hereinafter  defined) or Sale Transaction (as hereinafter  defined)
of WPC, Executive will resign as an officer of WHX or, in the case of an Initial
Public Offering or Sale Transaction of WPSC, as an officer of WPC also.

                  (c) WPSC,  WPC and WHX represent and warrant to Executive that
this  Agreement  has been duly and  validly  authorized  and  executed by and on
behalf  of each of them in  accordance  with  their  respective  Certificate  of
Incorporation  and By-Laws and that this  Agreement  constitutes  the lawful and
valid obligation of WPSC, WPC and WHX enforceable  against each of WPSC, WPC and
WHX in accordance with its terms. 

2.       DUTIES. 

                  (a) The  Executive  shall  perform all duties of the positions
referenced  in  paragraph  1 of this  Agreement  consistent  with the powers and
duties of such  offices  set forth in WPSC's,  WPC's or WHX's,  as  appropriate,
By-Laws,  as  well  as any  other  duties,  commensurate  with  the  Executive's
positions that are assigned by the Board of Directors of WPSC, WPC or WHX.

                  (b)  Throughout  his  employment  hereunder,  Executive  shall
devote his full time, attention, knowledge and skills during reasonable business
hours in  furtherance  of the  business  of the  Company  and  will  faithfully,
diligently and to the best of his ability perform the duties described above and
further the best interests of the Company or its subsidiaries. During


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<PAGE>   3
his  employment,  the  Executive  shall not  engage,  and shall not  solicit any
employees of the Company to engage,  in any commercial  activities  which are in
any way in competition  with the activities of the Company or its  subsidiaries,
or  which  may in any way  interfere  with  the  performance  of his  duties  or
responsibilities to the Company.

                  (c) The  Executive  shall at all times be subject to,  observe
and carry out such rules, regulations,  policies, directions and restrictions as
the Company, consistent with Executive's rights and duties under this Agreement,
may from time to time establish and those imposed by law.

3.       EXECUTIVE  COVENANTS.  In order to induce the Company to enter into
this Agreement, the Executive hereby agrees as follows:

                  (a) Except when  disclosure  is in the interest of the Company
or is  compelled  by law,  or  disclosure  is  consented  to or  directed by the
Chairman  or the Board of  Directors  (the  "Board")  of WPC,  WHX or WPSC,  the
Executive shall keep  confidential  and shall not divulge to any other person or
entity, during the term of the Executive's employment or thereafter,  any of the
business secrets or other confidential  information regarding the Company or the
Company's other subsidiaries which have not otherwise become public knowledge.

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

                  (c) During the term of Executive's  employment hereunder,  and
for a period of three (3) years thereafter, the Executive shall not, without the
prior written consent of the Board


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<PAGE>   4
of WHX (i) participate as a director, stockholder or partner, or have any direct
or indirect  financial  interest as creditor,  in any business which directly or
indirectly  competes,  within the United States of America,  with the Company or
the  Company's  other  subsidiaries  which  exist  now or as of the  date of the
termination of this Agreement (the "Existing Subsidiaries");  provided, however,
that nothing in this  Agreement  shall restrict the Executive from holding up to
two (2%) percent of the  outstanding  capital  stock or other  securities of any
publicly  traded  entity;  (ii)  solicit  any  customers  of the  Company or its
Existing  Subsidiaries  on  behalf of  himself,  or any  other  person,  firm or
company;  or (iii) directly or  indirectly,  act in the capacity of an executive
officer, employee or in any other capacity for any company or other entity which
competes with WPSC in the carbon steel  manufacturing  industry and which has at
least 5% of its annual dollar sales comprised of products which directly compete
with the Company's or the Existing Subsidiaries'  products;  provided,  however,
that nothing in this  paragraph 3(c) shall prevent the Executive from holding or
maintaining  any positions or interests held by him  subsequent  hereto with the
consent of the Board of WHX (or the Board of WPC from and after the consummation
of an Initial  Public  Offering or Sale  Transaction of WPC or the Board of WPSC
from  and  after  the  consummation  of  an  Initial  Public  Offering  or  Sale
Transaction by WPSC.

                  (d) The parties agree that the Executive's services are unique
and that any breach or  threatened  breach of the  provisions  of this Section 3
will cause  irreparable  injury to the Company and that money  damages  will not
provide an adequate remedy. Accordingly, the Company shall, in addition to other
remedies provided by law, be entitled to such equitable and injunctive relief as
may be  necessary  to  enforce  the  provisions  of this  Section 3 against  the
Executive  or any  other  person  or  entity  participating  in such  breach  or
threatened breach.


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<PAGE>   5
Nothing  contained  herein shall be construed  as  prohibiting  the Company from
pursuing any other and additional remedies available to it, at law or in equity,
for such breach or threatened  breach including any recovery of damages from the
Executive or termination of his employment as provided in Paragraph 9(b).

4.       BASE SALARY AND BONUSES. As full compensation for Executive's  services
hereunder and in exchange for his promises  contained herein,  the Company shall
compensate the Executive in the following manner (subject to Paragraph 4(c)):

                  (a) BASE SALARY. The Company shall compensate Executive at the
base salary rate of Two Hundred  Seventy-Five  Thousand  United  States  Dollars
($275,000  U.S.) per annum,  payable in equal  installments on the same basis as
other  senior  salaried  officers  of the  Company.  Such  annual  salary may be
increased in the future by such amounts and at such times as the Board of WHX or
the Compensation  Committee  thereof (or the Board or Compensation  Committee of
(x) WPC from and after the  consummation  of an Initial Public  Offering or Sale
Transaction  of WPC or (y) WPSC from and after the  consummation  of an  Initial
Public Offering or Sale  Transaction of WPSC) shall deem appropriate in its sole
discretion.

                  (b) BONUSES.

                      (i) SIGNING BONUS: The Executive has received $90,000 of a
                      signing bonus of One Hundred Twenty Thousand United States
                      Dollars  ($120,000  U.S.) in  accordance  with the Initial
                      Employment  Agreement,  the  receipt  of which  is  hereby
                      acknowledged.  The Executive  shall be entitled to receive
                      the balance thereof of $30,000 on October 17, 1999.


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<PAGE>   6



                      (ii) ANNUAL BONUSES: Beginning with the calendar year 1998
                      and in each year or portion thereof  thereafter during the
                      term  of  this   Agreement,   the  Board  of  WHX  or  the
                      Compensation   Committee   of  WHX   (or  the   Board   or
                      Compensation  Committee  of (x) WPC  from  and  after  the
                      consummation  of  the  Initial  Public  Offering  or  Sale
                      Transaction  of  WPC  or  (y)  WPSC  from  and  after  the
                      consummation   of  an  Initial  Public  Offering  or  Sale
                      Transaction  of WPSC) shall grant the Executive a bonus in
                      accordance with the terms of WPSC's  Management  Incentive
                      Program.

                  (c)  WITHHOLDINGS.  The amounts set forth in subparagraphs (a)
and (b) above  shall be  subject  to  appropriate  payroll  withholding  and any
similar deductions required by law.

                  (d) INITIAL  PUBLIC  OFFERING;  SALE.  During the term of this
Agreement,  upon (i) the consummation of an underwritten initial public offering
under the  Securities  Act of 1933,  as amended (an "Initial  Public  Offering,"
including for this purpose a "spin-off" that creates publicly traded securities)
of WPC or WPSC (or any  successor  or assign of either  entity) or (ii)(x)  the,
direct  or  indirect,  sale,  lease,  exchange  or  other  transfer  of  all  or
substantially all (50% or more) of the assets or capital stock of WPC or WPSC to
any individual, corporation,  partnership, trust or other entity or organization
(a "Person")  or group of Persons  acting in concert as a  partnership  or other
group (a "Group of Persons") other than a Person (an  "Affiliate")  controlling,
controlled by or under common control with, any of WPC, WHX or WPSC, as the case
may be, or (y) the merger, consolidation or other business combination of WPC or
WPSC with or into another  corporation  with the effect that the shareholders of
WPC or WPSC, as the case may be,  immediately prior to the business  combination
hold 50% or less of


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<PAGE>   7
the combined  voting power of the then  outstanding  securities of the surviving
Person of such merger  ordinarily  (and apart from rights accruing under special
circumstances) having the right to vote in the election of directors ((ii)(x) or
(ii)(y) being a "Sale  Transaction"),  the Company  shall pay to the  Executive,
within  thirty  (30) days after the date of the  closing of the  Initial  Public
Offering or Sale  Transaction,  the sum of (i) One Million Dollars  ($1,000,000)
(the "Payment") plus, if all or any portion of the Payment is subject to the tax
imposed by Section  4999 of the Internal  Revenue Code of 1986,  as amended (the
"Excise Tax"), an additional amount (the "Gross Up Amount"),  so that the amount
retained by the Executive (net of any Excise Tax on the Payment and the Gross Up
Amount  and any  federal,  state  and  local  income  tax on the Gross Up Amount
(calculated  using the highest marginal rates applicable to individuals))  shall
be equal to the  Payment and (ii) Eight  Hundred  Twenty-Five  Thousand  Dollars
($825,000) (the "Additional Payment"). In the event that during the term of this
Agreement  and prior to an Initial  Public  Offering or Sale  Transaction  a WHX
Change of Control (as hereinafter defined) shall occur, the Company shall pay to
the  Executive,  within  thirty  (30) days  after the date of the WHX  Change of
Control, the Additional Payment.  For purposes of this Agreement,  WHX Change of
Control  means (i) the  direct  or  indirect,  sale,  lease,  exchange  or other
transfer  of all or  substantially  all (50% or more) of the  assets of WHX to a
Person or Group of Persons other than an Affiliate controlling, controlled by or
under common control with, WHX, (ii) the merger, consolidation or other business
combination  of WHX with or into  another  corporation  with the effect that the
stockholders of WHX immediately  prior to the business  combination  hold 50% or
less of the combined  voting  power of the then  outstanding  securities  of the
surviving Person of such merger ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in


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<PAGE>   8

the election of directors,  (iii) the  replacement of a majority of the Board of
WHX over any period of two years or less, from the directors who constituted the
Board of WHX at the beginning of such period, and such replacement(s)  shall not
have been approved by the Board of WHX as  constituted  at the beginning of such
period,  (iv) a Person  or Group of  Persons  shall,  as a result of a tender or
exchange  offer,  open  market  purchases,  privately  negotiated  purchases  or
otherwise,  have become the  beneficial  owner (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") of securities of WHX representing 50% or more of the combined voting power
of the then  outstanding  securities  of WHX  ordinarily  (and apart from rights
accruing under special  circumstances)  having the right to vote in the election
of directors.  If an Initial  Public  Offering or Sale  Transaction  shall occur
after a WHX Change of Control  and the  Executive  shall have  received or shall
have the right to receive  the  Additional  Payment  (but for the 30 day payment
period) then, upon an Initial Public Offering or Sale  Transaction the Executive
shall only be entitled to receive the Payment and Gross Up Amount as applicable.
From  and  after  the  consummation  of  an  Initial  Public  Offering  or  Sale
Transaction  involving  WPC or WPSC,  WHX, and in the case of an Initial  Public
Offering or a Sale Transaction involving WPSC, WPC and WHX, shall be relieved of
all  obligations  under this  Agreement  (other than the  obligation to make the
Payment  required by this Paragraph 4), with no further  action  required by WHX
and WPC, as  appropriate,  to terminate its obligations  hereunder.  The Payment
shall not preclude,  set off or be in lieu of Executive's  participation  in any
option pool created by WPC or WPSC in connection with an Initial Public Offering
or Sale Transaction.


                                       -8-


<PAGE>   9
5.       LONG-TERM   INCENTIVE   PLAN.  The  Executive   shall  be  entitled  to
participate,  to the  extent he is  eligible  under  the  terms  and  conditions
thereof,  in any stock option plan,  stock award plan,  omnibus  stock plan,  or
similar  incentive plan  currently in existence or hereafter  established by the
Company,  in the manner and to the same  extent as the  Company's  other  senior
executive officers,  such participation to include 40,000 options under the 1991
WPC Incentive and  Nonqualified  Stock Option Plan ("1991 Plan"),  which options
were granted upon the  effectiveness  of the Initial  Employment  Agreement,  in
accordance  with the provisions of the 1991 Plan.  Awards to the Executive under
any such plan  shall be made as  provided  in such plan and at such times and in
such amounts as shall be determined in the sole discretion  reasonably exercised
of the Stock Option Committee of WHX subject to confirmation by the Board of WHX
or the Compensation  Committee of WHX (or the Board or Compensation Committee of
WPC from and  after the  consummation  of an  Initial  Public  Offering  or Sale
Transaction of WPC or the Board or Compensation Committee of WPSC from and after
the  consummation  of an Initial Public  Offering or Sale  Transaction of WPSC).
Except as provided above,  the Executive shall not be entitled to participate in
any bonus  incentive or similar  plan for salaried  employees of the Company and
Executive's  right to receive a bonus  shall be  exclusively  determined  by the
provisions of Paragraph 4(b) hereof.

6.       BENEFIT PLANS.  During the term of his employment,  the Executive shall
be entitled to participate  in the Company's  management  employee  benefits and
retirement plans, as they are in existence on the date of this Agreement,  or as
they may be  amended or added  hereafter,  to the same  extent as the  Company's
other senior executive officers. The Company shall be under no


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<PAGE>   10


obligation  solely as a result of this  Agreement  to  institute or continue the
existence of any employee benefit plan.

7.       OTHER   BENEFITS.   The  Executive  shall  be  provided  the  following
additional benefits:

                  (a) LEASED AUTOMOBILE. A leased Buick, Oldsmobile,  Mercury or
comparable automobile of United States manufacture for his business and personal
use. The Company shall keep such automobile  adequately  insured and will pay or
reimburse  the Executive  for the cost of  maintenance,  repair and gasoline for
such automobile.

                  (b) CLUB  MEMBERSHIPS.  Reimbursement of the Executive for the
cost of his and his immediate family's membership in one country club, including
reimbursement  of a $10,000  voting  transfer  fee to be paid or  payable by the
Executive, and his membership in one business club, and for his business-related
use for both clubs.

                  (c) LEGAL AND TAX ADVICE.  In recognition  of the  Executive's
need to carefully  consider the terms herein, the reimbursement of Executive for
reasonable legal and tax advice, sought by him relative to this Agreement, which
is incurred prior to his execution of this Agreement,  up to a maximum of Twenty
Thousand United States Dollars ($20,000 U.S.).

                  (d) BUSINESS  EXPENSE.  Reimbursement  of the Executive,  upon
proper accounting,  for reasonable expenses and disbursements incurred by him in
the  course of the  performance  of his  duties  hereunder.  

                  (e)  VACATION.  The  Executive  shall be  entitled to four (4)
weeks of vacation each year of this  Agreement or such longer period as shall be
provided to senior executives of the Company, without reduction in salary.


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<PAGE>   11



                  (f)  ANNUAL  PHYSICAL.  The  Company  shall pay the  cost,  or
reimburse  Executive  for any cost  not  covered  by  health  insurance,  of one
comprehensive physical examination during each year of this Agreement.

8.       SUPPLEMENTAL  PENSION.  As  additional  compensation,  the Company will
provide nonqualified deferred compensation to the Executive after termination of
his employment.  The amount of the deferred compensation will be measured solely
by the cash surrender value, at the time payment of the deferred compensation is
due, of one or more life  insurance  contracts  (as defined in Internal  Revenue
Code ss.  7702) on the life of the  Executive,  purchased by or on behalf of the
Company solely with the annual  premiums  described  below.  Such life insurance
contracts shall provide such insurance  coverage and contract terms  (consistent
with the premium limits described  below),  and shall be purchased from such one
or more insurance companies, as shall be acceptable to the Executive.

         On the first business day of each calendar year during the  Executive's
service under this Agreement (or under the Initial  Employment  Agreement),  the
Company  shall  provide for the payment of total  premiums,  under all such life
insurance contracts in the aggregate, equal to the sum of:

         1.       Twenty-Five   Thousand  Dollars   ($25,000)  annual  lump  sum
                  provided by the Company  without  reduction of the Executive's
                  regular salary or performance  bonus  otherwise  payable under
                  this  Agreement  (or under the Initial  Employment  Agreement)
                  during the calendar year.


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<PAGE>   12
         2.       An additional  annual  amount equal to the amount,  if any, by
                  which the  Executive  has elected to have his regular  salary,
                  otherwise  payable in cash during the calendar  year,  reduced
                  for this purpose.
         3.       An additional  annual  amount equal to the amount,  if any, by
                  which the Executive has elected to have his performance  bonus
                  (if any),  otherwise payable in cash during the calendar year,
                  reduced for this purpose.

                  The Executive shall elect in writing, no later than the end of
the  preceding  calendar  year,  the specific  amounts (or  definite  formula to
determine the specific  amounts) of  additional  premiums to be paid for in each
calendar  year by reduction of his regular  salary or bonus  payments.  However,
such  additional  premium  amounts shall be limited in the aggregate (or, at the
Executive's  election,  insurance  coverage  shall be augmented as necessary) so
that the  additional  premium  amount  applied to any insurance  contract in any
calendar  year is less than the amount  that would  cause  such  contract  to be
classified as a modified  endowment contract under Internal Revenue Code Section
7702A.

         The Company or the Deferred  Compensation  Trust described  hereinafter
(the  "Deferred  Compensation  Trust" or "Trust") shall be the sole owner of all
such life insurance contracts, except that the Executive, at his election, shall
have  the  right to  designate  the  beneficiary  of death  benefits  under  the
contracts.

         In  the  event  of the  Executive's  death  while  the  life  insurance
contracts  are in force and owned by the  Company or the  Deferred  Compensation
Trust,  the insurance  companies'  payment of death  benefits  thereunder to the
Executive's  designated  beneficiary (the "Beneficiary") shall totally discharge
the Company's obligation under this Section 8, except that the Company or the


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<PAGE>   13



Trust  shall  pay to such  Beneficiary  any  salary or bonus  reduction  amounts
elected by the  Executive for the calendar year in which his death occurs to the
extent that such amounts have not been paid to insurance companies as additional
premiums during that calendar year.

         The Company will set aside assets in the Deferred Compensation Trust to
provide for the  systematic  funding,  during the  Executive's  period of active
service,  of the  deferred  compensation  promised to the  Executive  under this
Agreement.  Such Deferred  Compensation Trust (which may also include assets set
aside to fund other similar  deferred  compensation  obligations of the Company)
shall be irrevocable except in the event of the Company's subsequent  bankruptcy
or  insolvency,  in which case the  assets of the Trust  shall be subject to the
claims of the Company's general creditors,  including the Executive. The Company
intends, and the Executive acknowledges,  that the Executive's rights under this
Agreement  shall be  solely  those of a general  creditor  of the  Company,  and
nothing  in  this  Agreement  nor  in  any  instruments  creating  the  Deferred
Compensation  Trust nor in any life  insurance  contract,  shall be construed to
create any rights in the Executive  superior to those of other general creditors
of the Company.

         The Company intends that the Deferred Compensation Trust shall make all
payments due under this  Agreement to the Executive or his  Beneficiary,  to the
extent the Trust is funded. The Executive acknowledges, on behalf of himself and
any  Beneficiary  claiming  under  him,  that the  Company  is  absolved  of any
liability  or  responsibility  for any payment due  hereunder to the extent such
payment shall have been duly made to the Executive (or Beneficiary,  as the case
may be) by the Deferred Compensation Trust.


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<PAGE>   14
         The  deferred  compensation  provided  hereunder  shall  be paid to the
Executive in accordance with the life insurance  contracts  obtained pursuant to
the first paragraph of this Section 8.

9.       DURATION AND TERMINATION.

                  (a) DURATION. The term of this Agreement shall commence on the
date hereof and shall  terminate  on the third  anniversary  of the date hereof,
except as otherwise  provided  herein,  and shall  automatically be extended for
successive three-year terms unless earlier terminated pursuant to the provisions
hereof, provided that the Company and the Executive shall each have the right to
terminate this  Agreement at the end of the initial term or any succeeding  term
on not less than  sixty (60) days prior  written  notice to the other  party (in
which  event all rights  and  benefits  of  Executive  hereunder  other than the
supplemental pension benefit under Section 8 shall cease upon such termination's
effective  date).  Upon the  termination of this  Agreement for any reason,  the
Executive  shall be  deemed  to have  resigned  from all  officer  and  director
positions with the Company and its Existing Subsidiaries.

                  (b)  TERMINATION AT ANY TIME BY COMPANY.  This Agreement shall
be  terminable  by the  Company at any time for any reason,  including  death or
Disability  (as  hereinafter  defined) of the  Executive,  upon not less than 30
days' prior  written  notice to the Executive and all rights and benefits of the
Executive  hereunder  (other than those  arising  under Section 10 hereof) shall
cease, except that the Executive will have the right to receive from the Company
(i) $825,000 immediately following the date of termination (less an amount equal
to the portion of the Twenty-Five  Thousand  ($25,000)  Dollar per annum payment
made  pursuant  to  Section  8 for the  calendar  year in which  termination  of
employment occurred which represents


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<PAGE>   15
the pro-rata portion of the payment for the balance of such calendar year, I.E.,
if the last date of employment is July 1, then Twelve  Thousand and Five Hundred
($12,500) Dollars shall be deducted from the Eight Hundred Twenty-Five  Thousand
($825,000)  Dollars payment  obligation)  within thirty (30) days of delivery of
the notice of termination (the "Termination Payment"),  (ii) all amounts accrued
but unpaid  hereunder up to and  including  the date of  termination  including,
without  limitation,  any pro rata  portion of the  Executive's  salary or bonus
remaining  unpaid as of the date of termination,  (iii) all of the  supplemental
pension  benefits  accrued  under  Section  8 and (iv) the  continuation  of all
medical insurance  provided to the Executive as contemplated by Section 6 hereof
for a period of one (1) year  following the  termination  date PROVIDED  HOWEVER
that the Company  shall not be required to make the  Termination  Payment  under
this Section  9(b)(i),  if prior to the date of termination of this Agreement by
the Company  pursuant to this Section 9(b), the Executive  shall have previously
received  or shall have the right to receive  (but for the passage of the 30 day
payment  period)  the  Additional  Payment  pursuant  to  Section  4(d)  of  the
Agreement.  Notwithstanding  the  foregoing,  if  the  Company  terminates  this
Agreement  "for  cause",  then  no  Termination  Payment  shall  be  made to the
Executive and all rights,  benefits and  obligations of the Executive under this
Agreement shall cease, except the Executive's rights under Sections 8, 9(b)(ii),
9(b)(iii) and 10 hereof. "For cause" shall mean: (i) the Executive's willful and
material  breach in respect of his duties  under this  Agreement  if such breach
continues  unremedied for thirty (30) days after written notice thereof from the
Board of WPC, WHX or WPSC to the Executive  specifying the acts constituting the
breach and requesting that they be remedied;  or (ii) the Executive is convicted
or pleads  guilty to a felony,  during  the  employment  period  other  than for
conduct


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<PAGE>   16
undertaken  in good  faith  in  furtherance  of the  interests  of the  Company.
"Disability"  shall mean that due to  illness,  accident  or other  physical  or
mental  incapacity,  the Board of WPC, WHX or WPSC has in good faith  determined
that the  Executive is unable to  substantially  perform his usual and customary
duties under this Agreement for more than four (4) consecutive months or six (6)
months in any  calendar  year.  During any period  that the  Executive  fails to
perform his duties  hereunder as a result of incapacity due to Disability  prior
to the Executive's termination, the Executive shall continue to receive his full
base salary, together with all benefits provided in this Agreement.

                   (c) RIGHTS OF TERMINATION BY EXECUTIVE.  The Executive  shall
have the right,  by written  notice to the Company,  to elect to terminate  this
Agreement, in which event the Company shall pay to the Executive,  within thirty
(30) days after the date of termination of the Executive's  employment,  the sum
of Eight Hundred  Twenty-Five  Thousand Dollars ($825,000) (less an amount equal
to the portion of the Twenty-Five  Thousand  ($25,000)  Dollar per annum payment
made  pursuant  to  Section  8 for the  calendar  year in which  termination  of
employment occurred which represents the pro-rata portion of the payment for the
balance of such calendar  year,  I.E., if the last date of employment is July 1,
then Twelve Thousand and Five Hundred  ($12,500)  Dollars shall be deducted from
the Eight Hundred Twenty-Five Thousand ($825,000) Dollar payment obligation), if
the  Executive is (A) demoted  (other than his removal as an officer or director
of WHX or WPC as provided in this  Agreement)  or (B) no longer holds the office
of Executive Vice President or Chief Financial Officer of WPSC or WPC (except as
otherwise  provided in this Agreement in the case of WPC).  Notwithstanding  the
provisions  of the  previous  sentence of this  Section  9(c),  in the event the
Executive terminates this Agreement pursuant to this Section 9(c)


                                      -16-

<PAGE>   17
and the  Executive  shall have  previously  received  or shall have the right to
receive the Additional  Payment  pursuant to Section 4(d) of this Agreement (but
for the passage of the thirty (30) day payment period), then the Executive shall
not receive the Eight Hundred  Twenty-Five  Thousand  ($825,000)  Dollar payment
pursuant to this Section 9(c) and shall only receive the payment and benefit set
forth in the next  sentence of this Section  9(c).  In the event that  Executive
makes the election  referred to in Section 9(c), the Executive shall be entitled
to receive  from the Company the items set forth in Paragraph  9(b)(ii)  through
9(b)(iv) within sixty (60) days of receipt by the Company of a written notice of
Executive's election.

10.      INDEMNIFICATION.  The  Company  shall  defend  and hold  the  Executive
harmless to the fullest  extent  permitted by  applicable  law and the Company's
By-Laws and Certificate of Incorporation  in connection with any claim,  action,
suit,  investigation or proceeding  arising out of or relating to performance by
the  Executive  of services  for, or action of the  Executive  as, or arising by
reason of the fact that the Executive is or was, a Director,  officer,  employee
or agent of the Company or any parent,  subsidiary  or affiliate of the Company,
or of any other person or enterprise at the Company's request. Expenses incurred
by the Executive in defending a claim, action, suit, investigation or proceeding
shall be paid by the Company in advance of the final  disposition  thereof  upon
the receipt by the Company of any  undertaking  by or on behalf of the Executive
to  repay  such  amount  if it shall  ultimately  be  determined  that he is not
entitled to be indemnified hereunder. The foregoing rights are not exclusive and
do not limit any rights  accruing to the Executive  under any other agreement or
contract or under applicable law.

11.      SUCCESSORS  AND  ASSIGNS.  The rights and  obligations  of the  Company
hereunder  shall run in favor and be obligations of the Company,  its successors
and assigns. The rights of the


                                      -17-

<PAGE>   18
Executive  hereunder  shall  inure  to  the  benefit  of the  Executive's  legal
representatives,  executors, heirs and beneficiaries. Termination of Executive's
employment shall not operate to relieve him of any remaining  obligations  under
Section 3 hereof.  The Company shall  require any  successor or assign  (whether
direct  or  indirect,  by  purchase,  merger,   reorganization,   consolidation,
acquisition  of  property  or  stock,  liquidation  or  otherwise)  to  all or a
significant  portion  of the assets of the  Company,  by  agreement  in form and
substance  satisfactory  to the  Executive,  to  expressly  assume  and agree to
perform  this  Agreement  in the same  manner  and to the same  extent  that the
Company  would be required  to perform if no such  succession  had taken  place.
Regardless of whether such agreement is executed by a successor,  this Agreement
shall be binding upon any successor and assign in accordance  with the operation
of law and such  successor and assign shall be deemed the "Company" for purposes
of this Agreement.

12.      ARBITRATION OF ALL DISPUTES.

                  (a) Any  controversy  or claim  arising  out of or relating to
this  Agreement  or the  breach  thereof  (including  the  arbitrability  of any
controversy  or  claim),  shall  be  settled  by  arbitration  in  the  City  of
Pittsburgh,  Commonwealth of  Pennsylvania,  by three  arbitrators,  one of whom
shall be appointed by the Company,  one by the  Executive  and the third of whom
shall be appointed by the first two  arbitrators.  If the first two  arbitrators
cannot agree on the appointment of a third arbitrator, then the third arbitrator
shall be appointed  by the American  Arbitration  Association.  The  arbitration
shall be conducted  in  accordance  with the rules of the  American  Arbitration
Association,  except with respect to the selection of arbitrators which shall be
as provided in this Section 12. The cost of any arbitration proceeding hereunder
shall be borne  equally  by the  Company  and the  Executive.  The  award of the
arbitrators shall be binding upon


                                      -18-

<PAGE>   19

the parties.  Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.

                  (b) In the event that it shall be necessary  or desirable  for
the Executive to retain legal  counsel  and/or incur other costs and expenses in
connection  with  the  enforcement  of  any or all  of  his  rights  under  this
Agreement,  and  provided  that  the  Executive  substantially  prevails  in the
enforcement  of such rights,  the Company shall pay (or the  Executive  shall be
entitled  to  recover  from the  Company,  as the  case may be) the  Executive's
reasonable  attorneys'  fees and  costs  and  expenses  in  connection  with the
enforcement of his rights,  including the enforcement of any arbitration  award,
up to $50,000 in the aggregate. 

13. NOTICES. All notices,  requests,  demands and other communications hereunder
must be in writing  and shall be deemed to have been duly given upon  receipt if
delivered by hand, sent by telecopier or courier,  and three (3) days after such
communication  is mailed  within the  continental  United  States by first class
certified mail, return receipt requested,  postage prepaid,  to the other party,
in each case  addressed as follows:  

                  (a) if to WHX, WPC or WPSC, as the case may be:

                           WHX Corporation
                           110 East 59th Street
                           New York, New York  10022
                           Attn:  Corporate Secretary

                           Wheeling-Pittsburgh Corporation
                           1134 Market Street
                           Wheeling, West Virginia 26003
                           Attn:  Corporate Secretary

                           Wheeling-Pittsburgh Steel Corporation


                                      -19-

<PAGE>   20



                           1134 Market Street
                           Wheeling, West Virginia 26003
                           Attn:  Corporate Secretary

                  With a copy (which shall not constitute notice) to:

                           Steven Wolosky, Esquire
                           Olshan Grundman Frome & Rosenzweig LLP
                           505 Park Avenue
                           New York, New York  10022

                  (b) if to the Executive:

                           Paul J. Mooney
                           323 Parkway Drive
                           Pittsburgh, Pennsylvania 15228

                  with a copy (which shall not constitute notice) to:

                           Dennis R. Bonessa, Esquire
                           Reed Smith Shaw & McClay
                           435 6th Avenue
                           Pittsburgh, PA  15219


Addresses  may be changed by written  notice sent to the other party at the last
recorded address of that party.

14.      SEVERABILITY.  If any provision of this Agreement  shall be adjudged by
any court of  competent  jurisdiction  to be  invalid or  unenforceable  for any
reason,  such judgment  shall not affect,  impair or invalidate the remainder of
this Agreement.

15.      PRIOR  UNDERSTANDING.  This Agreement embodies the entire understanding
of the parties  hereto,  and supersedes all other oral or written  agreements or
understandings  between them  regarding  the subject  matter  hereof,  including
without limitation the Initial Employment  Agreement.  No change,  alteration or
modification hereof may be made except in a writing, signed


                                      -20-

<PAGE>   21

by all parties  hereto.  The headings in this Agreement are for  convenience and
reference  only and shall not be construed as part of this Agreement or to limit
or otherwise affect the meaning hereof.

16.      EXECUTION  IN  COUNTERPARTS.  This  Agreement  may be  executed  by the
parties  hereto in  counterparts,  each of which shall be deemed to be original,
but all such counterparts shall constitute one and the same instrument,  and all
signatures need not appear on any one counterpart.  


17.      CHOICE OF LAWS.  Subject to the  provisions of Paragraph 12 and without
regard to the effect of principles  of conflicts of laws  thereof,  jurisdiction
over disputes with regard to this  Agreement  shall be exclusively in the courts
of the  Commonwealth of  Pennsylvania,  and this Agreement shall be construed in
accordance with and governed by the laws of the  Commonwealth  of  Pennsylvania.

18.      THIRD PARTY  BENEFICIARY.  The  provisions of this  Agreement as to the
Company shall also be binding upon and inure to the benefit of WPSC.


                                      -21-

<PAGE>   22


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

                              WHEELING-PITTSBURGH STEEL CORPORATION


                              By: /s/ Paul Bucha
                                 -----------------------------------------------
                                    Name:  Paul Bucha
                                    Title: Chairman


                              WHX CORPORATION
                              
                              
                              By: /s/ Howard Mileaf
                                 -----------------------------------------------
                                    Name:  Howard Mileaf
                                    Title: Vice President - General Counsel
                              

                              WHEELING-PITTSBURGH CORPORATION
                              
                              
                              By: /s/  James Bradley
                                 -----------------------------------------------
                                    Name:  James Bradley
                                    Title: President


                                   /s/ Paul J. Mooney
                              --------------------------------------------------
                                           Paul J. Mooney


                                                        -22-