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                              EMPLOYMENT AGREEMENT
                              --------------------


         EMPLOYMENT  AGREEMENT  effective as of the 23rd day of April,  1998, by
and among 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
JAMES G. BRADLEY (the "Executive").

         WHEREAS,  the Company  desires to employ the Executive as the President
and Chief Executive  Officer of WPSC and the Executive Vice President of WHX and
the  Executive  desires  to be  employed  by the  Company  upon  the  terms  and
conditions set forth herein;

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

         1.       EMPLOYMENT.

                  (a)  The  Company  hereby  employs  the  Executive,   and  the
Executive  hereby  accepts such  employment,  as President  and Chief  Executive
Officer  of WPSC and as  Executive  Vice  President  of WHX upon the  terms  and
subject to the conditions contained herein.  



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Immediately  following  the  execution  of  this  Agreement  and  at  all  other
appropriate times  thereafter,  WHX, WPC and WPSC shall take all action to elect
the  Executive as President  and Chief  Executive  Officer of WPSC and Executive
Vice President of WHX.

                  (b) Executive agrees that subsequent to the consummation of an
underwritten  initial  public  offering  under the  Securities  Act of 1933,  as
amended (an "Initial  Public  Offering")  of WPC or a "spin-off"  or sale of any
portion of the shares of Common Stock, or a sale of all or substantially  all of
the assets, of WPC, Executive will resign as an officer of WHX or in the case of
an Initial Public Offering by WPSC or a "spin-off" or sale of any portion of the
shares of Common Stock, or a sale of all or substantially  all of the assets, 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


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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. During his employment,  the Executive
shall not engage,  and shall not solicit any  employees  of the Company or their
respective subsidiaries to engage, in any commercial activities which are in any
way in  competition  with the  activities  of the  Company  or their  respective
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 Employment 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



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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 one (1) year  thereafter,  the Executive shall not,  without the
prior  written  consent  of the  Board  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 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


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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 its Existing
Subsidiaries' products;  provided,  however, that nothing in this paragraph 3(c)
shall  prevent the  Executive  from  holding or  maintaining  any  positions  or
interests  presently  held by him and disclosed to the Board of WHX, or, held by
him subsequent hereto with the consent of the Board of WHX.

                  (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.  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


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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 Four Hundred Thousand United States Dollars  ($400,000 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 shall deem appropriate in its sole discretion.

                  (b) 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  shall  consider  the
Executive for a cash  performance  bonus in accordance with the following terms:
The actual amount and timing of such bonus,  if any, shall be determined in good
faith based on criteria  reasonably deemed to be relevant to such  determination
including, without limitation, the performance of the Executive, bonuses paid to
other senior executives of the Company,  the overall  performance of the Company
as  measured  by  guidelines  used to  determine  the  bonuses  of other  senior
executives  of the  Company  and  transactions  effected  for the benefit of the
Company  that are outside of the  ordinary  course of business  and  directly or
indirectly  accomplished  through the efforts of the Executive  (e.g.,  business

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combinations, corporate partnering and other similar transactions).

                  (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)  OPTIONS.   In  connection  with  the  execution  of  this
Agreement,  the Executive has been granted stock options ("Options") to purchase
260,000 shares of the common stock,  $.01 par value,  of WHX pursuant to the WHX
1991  Incentive  and  Nonqualified  Stock Option Plan (the "1991  Option  Plan")
pursuant to the terms of WHX's standard option agreement, subject to approval by
the  stockholders  of WHX of an increase in the number of shares of common stock
with respect to which  options may be granted under the 1991 Option Plan. To the
maximum extent allowable under the Internal Revenue Code of 1986, as amended,  a
portion of such options shall be "incentive stock options."

                  (e)  INITIAL  PUBLIC  OFFERING.  Upon 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)  by WPC or WPSC (or any successor or
assign of either entity) during the term of this Agreement,  the Executive shall
be granted such options  and/or  awarded such bonus or other payment as shall be
determined by the Board of Directors of the Company in its sole  discretion.  It
is the  intention of the Company and the  Executive to seek to negotiate in good
faith the basis for 


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determining  such  payment  by August  31,  1998,  however,  if the basis is not
determined  by August  31,  1998,  the  determination  shall  remain at the sole
discretion  of the Board of Directors of the Company.  Subject to payment of any
obligations  required by this Section 4(e),  from and after the  consummation of
the  Initial  Public  Offering or a  "spin-off"  of any portion of the shares of
Common Stock of WPC or WPSC, WHX, and in the case of a "spin-off" of any portion
of the  Shares of Common  Stock of WPSC,  WPC and WHX shall be  relieved  of all
obligations  under this  Agreement,  with no further action  required by WHX and
WPC, as appropriate, to terminate its obligations hereunder.

         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  Board  of WHX  subject  to  confirmation  by  the  Board  of WHX or the
Compensation  Committee  of 


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WHX  (or  the  Board  or  Compensation  Committee  of WPC  from  and  after  the
consummation  of the Initial  Public  Offering or a "spin-off" of any portion of
the  shares of Common  Stock of WPC or 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 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, Cadillac,  Continental
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 


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country  club  and  his   membership   in  one  business   club,   and  for  his
business-related use thereof.

                  (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 Fifteen
Thousand United States Dollars ($15,000 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.

                  (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.

                  (g)  RELOCATION  BENEFIT.  Executive  shall be entitled to the
Company's standard relocation benefit for newly-hired senior executives.

         8.       PENSION. Provided Executive is in the continuous employ of the
Company  from  the date  hereof  through  age 62,  he  shall  be  entitled  upon
retirement  to  receive a  retirement  benefit  

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at the rate of $6,200 per month  payable to the Executive for life. In the event
of the  Executive's  death  prior to the payment of 120  monthly  payments,  the
payments  shall be made to such person as the Executive  shall  designate to the
Company in writing until 120 monthly payments have been made.

         9.       DURATION AND TERMINATION.

                  (a) DURATION. The term of this Agreement shall commence on the
date  hereof  and shall  terminate  on the third  anniversary  hereof  and shall
automatically  be  extended  for  successive  three-year  terms  unless  earlier
terminated  pursuant to the provisions hereof,  provided that the Company or 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 pension benefit under Section 8 and except as
provided in this Section 9 shall cease upon such termination's  effective date).
Upon termination of this Agreement for any reason, the Executive shall be deemed
to have  resigned from all offices 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) 



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shall cease,  except that the Executive  will have the right to receive from the
Company  (i)  a  payment  of  One  Million  and  Two  Hundred  Thousand  Dollars
($1,200,000) within thirty (30) days of delivery of the notice of termination or
within sixty (60) days of the date of death or Disability of the Executive  (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) the pension benefit under Section 8 if vested at the date of
his termination 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.  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 for the  Executive's  rights under Sections
9(b)(ii),  9(b)(iii)  and 10 hereof and the pension  benefit  under Section 8 if
vested at the date of  termination.  "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,  

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during the employment period other than for conduct  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  within  sixty (60) days  following  a Change of Control  (as  defined
below) or if the Executive (i) is demoted  (other than his removal as an officer
or director of WHX),  or (ii) no longer  holds the office of  President or Chief
Executive Officer of WPSC. In the event that Executive makes such election,  the
Executive  shall be entitled to receive  from the Company the items set forth in
Paragraph  9(b)(i)  through  9(b)(iv)  within  sixty (60) days of receipt by the
Company of a written notice of Executive's election.

                  (d) CHANGE IN CONTROL.  For the purposes of this Agreement,  a
"Change in Control" means (i) the, direct or 



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indirect,  sale,  lease,  exchange or other transfer of all or substantially all
(50% or more) of the assets of WPC, WHX 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,  (ii) the merger,
consolidation  or other  business  combination  of WPC, WHX or WPSC with or into
another  corporation  with the effect that the shareholders of WPC, WHX or WPSC,
as the case may be,  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 the election of  directors,
(iii) the  replacement of a majority of the Board of WPC, WHX or WPSC,  over any
period of two years or less,  from the  directors who  constituted  the Board of
WPC, WHX or WPSC, as the case may be, at the beginning of such period,  and such
replacement(s) shall not have been approved by the Board of WPC, WHX or WPSC, as
the case may be, 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 

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securities  of WHX, or of WPC or WPSC  following an Initial  public  Offering by
such company,  representing 50% or more of the combined voting power of the then
outstanding  securities of WHX, WPC or WPSC, as the case may be, ordinarily (and
apart from rights accruing under special circumstances) having the right to vote
in the election of directors.  Notwithstanding the foregoing,  an Initial Public
Offering or a "spin-off"  of all or any portion of the shares of Common Stock of
WPC or WPSC shall not constitute a Change in Control under this Agreement.

         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 


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<PAGE>   16
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 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. Except as otherwise provided in Section 4(e) regardless, of whether
such agreement is executed by a successor,  this Agreement  shall continue to be
binding upon the Company and 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  


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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 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.


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         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
                           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


                                      -18-


<PAGE>   19

                  (b) if to the Executive:

                           James G. Bradley
                           218 Harbel Drive
                           St. Clairsville, Ohio  43950

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

                           Robert B. Williams, Esq.
                           Williams Coulson
                           1500 Two Chatham Center
                           Pittsburgh, Pennsylvania  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.
No change,  alteration or  modification  hereof may be made except in a writing,
signed 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 
                                      -19-

<PAGE>   20

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.



                                      -20-

<PAGE>   21


         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/ John W. Testa
                                       --------------------------------
                                   Name:   John W. Testa
                                   Title:  Vice President

                                   WHX CORPORATION


                                   By: /s/ Howard Mileaf
                                       --------------------------------
                                   Name: Howard Mileaf
                                   Title: General Counsel

                                   WHEELING-PITTSBURGH CORPORATION


                                   By: /s/ John W. Testa
                                       --------------------------------
                                   Name:   John W. Testa
                                   Title:  Vice President


                                         /s/ James G. Bradley
                                   ------------------------------------
                                             James G. Bradley


                                      -21-