WHX CORP, DEF 14A, 1997-10-22

WHX CORP
DEF 14A, 1997-10-22
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a- 6(e)2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12

WHX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)

Payment of filing fee (check the appropriate box):

/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

<PAGE>
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement no.:

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

(3) Filing Party:

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

(4) Date Filed:

-1-

<PAGE>

WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

DECEMBER 1, 1997

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

TO THE STOCKHOLDERS OF
WHX CORPORATION:

NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
WHX CORPORATION (the "Company") will be held at the Dupont Hotel, 11th & Market
Streets, Wilmington, Delaware 19801, on December 1, 1997 at 11:00 A.M. for the
following purposes:

1. To elect two (2) Class I Directors to serve until the
expiration of their term and until their successors have been duly
elected and shall have qualified;

2. To adopt the 1997 Directors Stock Option Plan of the
Company;

3. To approve the grant of an option to WPN Corp. to purchase
shares of the Company's common stock;

4. To ratify the appointment of Price Waterhouse LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 1997; and

5. To consider and act upon such other business as may
properly come before the meeting.

Only stockholders of record at the close of business on October 15,
1997 will be entitled to vote at the Annual Meeting.

PLEASE SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, IN ORDER THAT YOUR SHARES MAY BE VOTED FOR
YOU. A RETURN ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE.

By Order of the Board of Directors,

MARVIN L. OLSHAN
Secretary

Dated: New York, New York
October 20, 1997

<PAGE>
WHX CORPORATION
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022

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

ANNUAL MEETING OF STOCKHOLDERS

DECEMBER 1, 1997

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

PROXY STATEMENT

This Proxy Statement is being mailed to the stockholders of WHX
Corporation (the "Company") on or about October 20, 1997 in connection with the
solicitation by the Board of Directors of the Company (the "Board of Directors")
of proxies for use at the 1997 Annual Meeting of stockholders of the Company
(the "Meeting") to be held at the Dupont Hotel, 11th & Market Streets,
Wilmington, Delaware 19801, on December 1, 1997 at 11:00 A.M. The Meeting has
been called for the following purposes: (1) to elect two (2) Class I Directors;
(2) to adopt the 1997 Directors Stock Option Plan (the "1997 Plan") of the
Company; (3) to approve the grant of an option to WPN Corp. ("WPN") to purchase
1,000,000 shares of the Company's common stock; (4) to ratify the appointment of
Price Waterhouse LLP as the Company's independent public accountants for the
fiscal year ending December 31, 1997; and (5) to consider and act upon such
other business as may properly come before the Meeting.

PROXIES AND VOTING RIGHTS

The voting securities of the Company outstanding on October 15, 1997
consisted of 20,772,115 shares of common stock, par value $.01 (the "Common
Stock"), entitling the holders thereof to one vote per share. Stockholders of
record at the close of business on October 15, 1997 (the "Record Date") are
entitled to notice of and to vote at the Meeting. Each of such shares is
entitled to one vote. There was no other class of voting securities of the
Company outstanding on that date. All shares of Common Stock have equal voting
rights. A majority of the outstanding shares of Common Stock is required to be
present in person or by proxy to constitute a quorum.

All proxies delivered pursuant to this solicitation may be revoked by
the person executing the same by notice in writing received at the office of the
Company at any time prior to exercise. If not revoked, the shares of Common
Stock represented thereby will be voted at the Meeting. All proxies will be
voted in accordance with the instructions specified thereon. If no specification
is indicated on the Proxy, the shares of Common Stock represented thereby will
be voted (i) for the election as Class I Directors of the persons who have been
nominated by the Board of Directors; (ii) to adopt the 1997 Plan; (iii) to
approve the grant of an option to purchase shares of Common Stock to WPN; (iv)
for the ratification of the appointment of Price Waterhouse LLP as the Company's
independent public accountants for the fiscal year ending

<PAGE>

December 31, 1997; and (v) for any other matter that may properly be brought
before the Meeting in accordance with the judgment of the person or persons
voting the Proxy.

With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions may be specified on all proposals (except on
the election of directors) and will be counted as present for purposes of the
item on which the abstention is noted. Since the adoption of the 1997 Plan and
the proposal to approve the grant of an option to purchase shares of Common
Stock require the approval of a majority of the outstanding shares present in
person or by proxy and entitled to vote, abstentions will have the effect of a
negative vote. Under the rules of the New York Stock Exchange, Inc., brokers who
hold shares in street name for customers have the authority to vote on certain
items when they have not received instructions from beneficial owners. Brokers
that do not receive instructions are entitled to vote on the election of
directors and the ratification of the auditors. Under applicable Delaware law, a
broker non-vote will have the effect of a negative vote on the adoption of the
1997 Plan and the proposal to approve the grant of an option to purchase shares
of Common Stock.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of the Common
Stock of the Company outstanding at October 16, 1997, by (i) each person known
by the Company to be the beneficial owner of more than five percent of the
Common Stock, (ii) each director, (iii) each of the executive officers named in
the summary compensation table and (iv) by all directors and executive officers
of the Company as a group. Unless otherwise indicated, each stockholder has sole
voting power and sole dispositive power with respect to the indicated shares.

NAME AND ADDRESS PERCENTAGE
OF BENEFICIAL OWNER(1) SHARES BENEFICIALLY OWNED OF CLASS(2)

<S> <C> <C>
Merrill Lynch & Co., Inc.(3)
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281 2,769,877 13.3%

Dewey Square Investors Corporation (4)
82 Devonshire Street
Boston, Massachusetts 02109 2,680,126 12.9%

Michael A. Roth (5)
and Brian J. Stark
1500 West Market Street
Mequon, Wisconsin 53092 1,875,632 9.0%

Donald Smith & Co., Inc. (6)
East 80 Route 4
Paramus, New Jersey 07652 1,350,000 6.5%

Ronald LaBow(7) 704,150(8) 3.3%
</TABLE>

-2-

<PAGE>

NAME AND ADDRESS PERCENTAGE
OF BENEFICIAL OWNER(1) SHARES BENEFICIALLY OWNED OF CLASS(2)

<S> <C> <C>
Neil D. Arnold 24,000(9) *

Paul W. Bucha 24,000(9) *

Robert A. Davidow 121,403(10) *

William Goldsmith 37,334(9) *

John R. Scheessele 0 *

Lynn Williams 8,000(9) *

Marvin L. Olshan 38,334(10) *

Raymond S. Troubh 34,000(11) *

James L. Wareham 127,921(9)(12) *

Frederick G. Chbosky 24,781(13) *

James D. Hesse 18,753(9) *

James D. Bradley 3,333(9) *

Garen Smith 3,633(9) *

All Directors and Executive Officers as a Group (15
persons) 1,191,313(14) 5.5%

</TABLE>

* less than one percent.

(1) Each director and executive officer has sole voting power and sole
dispositive power with respect to all shares beneficially owned by him
unless otherwise indicated.
(2) Based upon shares of Common Stock outstanding at October 16, 1997 of
20,772,115 shares. (3) Based on a Schedule 13G filed in February 1997,
Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML
Group"), Merrill Lynch Asset Management, L.P. ("MLAM") and Princeton
Services, Inc. ("PSI") collectively beneficially hold 2,769,877 shares
of the Company's Common Stock. This amount includes 55,500 shares of
Common Stock issuable upon conversion of the Company's Series A
Convertible Preferred Stock and 20,000 shares of Common Stock issuable
upon conversion of the Company's Series B Convertible Preferred Stock.
The address of PSI and MLAM is 800 Scudders Mill Road, Plainsboro, New
Jersey 08536. ML&Co., ML Group and PSI disclaim beneficial ownership of
such securities.
(4) Based on a Schedule 13G filed in February 1997, Dewey Square Investors
Corp. beneficially holds 2,680,126 shares of the Company's Common
Stock. This amount includes Common Stock issuable upon conversion of
Preferred Stock.
(5) Based on a joint Schedule 13G filed in December 1996, Michael A. Roth
and Brian J. Stark beneficially hold 1,875,632 shares of the Company's
Common Stock. Such amount includes 1,506,136 Shares beneficially owned
by Reliant Trading which are issuable upon the conversion of 527,297
shares of Preferred Stock and 369,496 shares beneficially owned by
Shepherd Trading Limited which are issuable upon the conversion of
132,203 shares of Preferred Stock.
(6) Based on a Schedule 13G filed in February 1997, Donald Smith & Co.,
Inc. beneficially holds 1,350,000 shares of the Company's Common Stock.
(7) Ronald LaBow, Chairman of the Board of the Company, is the sole
stockholder of WPN. Consequently, Mr. LaBow may be deemed to be the
beneficial owner of all shares of Common Stock owned by WPN.

-3-

<PAGE>

(8) Includes 584,500 shares of Common Stock issuable upon exercise of
options, within 60 days hereof, owned by WPN, of which Mr. LaBow is the
president and sole shareholder.
(9) Consists of shares of Common Stock issuable upon exercise of options
within 60 days hereof. (10) Includes 37,334 shares of Common Stock
issuable upon exercise of options within 60 days hereof.
(11) Includes 32,000 shares of Common Stock issuable upon exercise of
options within 60 days hereof.
(12) Resigned from employment with the Company effective February 28, 1997.
(13) Includes 18,753 shares of Common Stock issuable upon exercise of
options within 60 days hereof.
(14) Includes 978,566 shares of Common Stock issuable upon exercise of
options within 60 days hereof.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At the 1996 Annual Meeting of Stockholders, the stockholders approved
an amendment to the Company's Certificate of Incorporation and Bylaws to, INTER
ALIA, provide for the classification of the Board of Directors into three
classes. The term of the current Class I Directors expires at the Meeting and
when their successors are duly elected and shall have qualified. All nominees
are currently Class I Directors of the Company. Management has no reason to
believe that any of the nominees will be unable or unwilling to serve as a
director, if elected. Should any nominee not be a candidate at the time of the
Meeting (a situation which is not now anticipated), proxies may be voted in
favor of the remaining nominees and may also be voted for a substitute nominee
selected by the Board of Directors.

Unless authority is specifically withheld, proxies will be voted for
the election of the nominees named below, to serve as Class I Directors of the
Company for a term of office to expire at the third succeeding annual meeting of
stockholders after their election and until their successors have been duly
elected and qualified. Class I Directors shall be elected by a plurality of the
votes cast, in person or by proxy, at the Meeting. The remaining Class II and
Class III Directors will continue to serve their respective terms, with the
three Class II Directors having terms that expire at the 1998 Annual Meeting of
Stockholders of the Company and the three Class III Directors having terms that
expire at the 1999 Annual Meeting of Stockholders of the Company.

-4-

<PAGE>
The names of the nominees and certain information concerning them are
set forth below:

PRINCIPAL OCCUPATION FIRST YEAR
CLASS OF FOR THE PAST FIVE YEARS BECAME
NAME DIRECTOR AND CURRENT PUBLIC DIRECTORSHIPS AGE A DIRECTOR(1)
- ---- -------- -------------------------------- --- -------------

<S> <C> <C> <C>
William Goldsmith I DIRECTOR. Management and 79 1987
Marketing Consultant since 1984;
Chairman of the Board of TMP,
Inc. from January 1991 to 1993;
Chairman of Overspin Golf since
1993; Chief Executive Officer of
Overspin Golf from January 1994
through October 1994; Chairman
of the Board and Chief Executive
Officer of Fiber Fuel International,
Inc., from 1994 to 1997; Life
Trustee to Carnegie Mellon
University since 1980.

John R. Scheessele I DIRECTOR AND, SINCE MARCH 1997, 50 1997
PRESIDENT OF THE COMPANY.
Chairman of the Board, President
and Chief Executive Officer of
Wheeling-Pittsburgh Steel
Corporation ("WPSC") and
President of Wheeling-Pittsburgh
Corporation ("WPC") since March
1997; President and Chief
Executive Officer of The SKD
Company from February 1996 to
February 1997; President and
Chief Executive Officer of WCI
Steel, Inc. ("WCI") from
November 1994 to September
1995; Executive Vice President
and Chief Financial Officer of
WCI from November 1993 to
November 1994; Chief Financial
Officer of WCI from October 1988
to November 1993.
</TABLE>

The names of the Class II and Class III Directors, whose terms expire
at the 1998 and 1999 Annual Meeting of Stockholders of the Company,
respectively, who are currently serving their terms are set forth below.

-5-

Neil D. Arnold III DIRECTOR. Group Finance Director 48 1992
since December 1996 and
Executive Vice President,
Corporate Development from
April 1996 through December
1996 of Lucas Varity plc,
Senior Vice President and
Chief Financial Officer from
July 1990 through April 1996
of Varity Corporation. Lucas
Varity plc designs,
manufactures and supplies
advanced technology systems,
products and services in the
world's automotive, diesel
engine and aerospace
industries.

Paul W. Bucha II DIRECTOR. President, Paul W. 54 1993
Bucha & Company, Inc., an
international marketing consulting
firm, since 1979; President, BLHJ,
Inc., an international consulting
firm, from July 1991 to present;
President, Congressional Medal of
Honor Society of U.S., since
September 1995.

Robert A. Davidow III DIRECTOR. Private investor since 55 1991
January 1990. Mr. Davidow is also
a director of Arden Group, Inc.

Ronald LaBow III CHAIRMAN OF THE BOARD. 62 1991
President, Stonehill Investment
Corp. since February 1990. Mr.
LaBow is also a director of
Regency Equities Corp., a
real estate company.

Marvin L. Olshan II DIRECTOR AND, SINCE 1991, 69 1991
SECRETARY OF THE COMPANY.
Partner, Olshan Grundman Frome
& Rosenzweig LLP, since 1956.
</TABLE>

-6-

Raymond S. Troubh II DIRECTOR. Financial Consultant for 71 1992
in excess of past five years. Mr.
Troubh is also a director of
ARIAD Pharmaceuticals, Inc.,
Becton, Dickinson and Company, a
medical instrumentation and
equipment company, Diamond
Offshore Drilling, Inc., Foundation
Health Systems, Inc., General
American Investors Company,
Olsten Corporation, a
temporary help company,
Petrie Stores Corporation, a
retail chain, Time Warner
Inc. and Triarc Companies,
Inc., restaurants and soft
drinks.
</TABLE>

- ------------------------
(1) The Company and its subsidiaries were reorganized into a new holding
company structure ("Corporate Reorganization") on July 26, 1994. Prior
to the Corporate Reorganization, all directors of the Company who were
directors at the time of the Corporate Reorganization were directors of
WPC.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.

MEETINGS AND COMMITTEES

The Board of Directors met on five occasions and took action by
unanimous written consent on three occasions during the fiscal year ended
December 31, 1996. There are five Committees of the Board of Directors: the
Executive Committee, the Audit Committee, the Compensation Committee, the
Nominating Committee and the Stock Option Committee (for the 1991 Incentive and
Nonqualified Stock Option Plan of the Company (the "1991 Plan")). The members of
the Executive Committee are Ronald LaBow, Robert A. Davidow, Marvin L. Olshan,
Raymond S. Troubh and Neil D. Arnold. The Executive Committee met on three
occasions and took action by unanimous written consent on two occasions during
the fiscal year ended December 31, 1996. The Executive Committee possesses and
exercises all the power and authority of the Board of Directors in the
management and direction of the business and affairs of the Company except as
limited by law and except for the power to change the membership or to fill
vacancies on the Board of Directors or the Executive Committee. The members of
the Audit Committee are Robert A. Davidow, Raymond S. Troubh, Neil D. Arnold and
Paul W. Bucha. The Audit Committee met on five occasions during the fiscal year
ended December 31, 1996. The Audit Committee annually recommends to the Board of
Directors independent public accountants to serve as auditors of the Company's
books, records and accounts, reviews the scope of the audits performed by such
auditors and the audit reports prepared by them, reviews and monitors the
Company's internal accounting procedures and monitors compliance with the
Company's Code of Ethics Policy and Conflict of Interests Policy. The members of
the Compensation Committee are Robert A. Davidow, William Goldsmith and Marvin
L. Olshan. The Compensation Committee met on five occasions and took action by
unanimous written consent on one occasion during the fiscal year ended December
31, 1996. The Compensation Committee reviews

-7-

<PAGE>

compensation arrangements and personnel matters. The members of the Nominating
Committee are Ronald LaBow, Marvin L. Olshan, Paul W. Bucha and Robert A.
Davidow. The Nominating Committee took action by written consent on one occasion
during the fiscal year ended December 31, 1996. The Nominating Committee
recommends nominees to the Board of Directors of the Company. The members of the
Stock Option Committee are Ronald LaBow, Robert A. Davidow and Marvin L. Olshan.
The Stock Option Committee administers the granting of stock options under the
1991 Plan. The Stock Option Committee took action by unanimous written consent
once during the fiscal year ended December 31, 1996.

Directors of the Company who are not officers of the Company or WPSC
are entitled to receive compensation for serving as directors in the amount of
$40,000 per annum and $1,000 per Board Meeting, $800 per Committee Meeting
attended in person and $500 per telephonic meeting other than the Stock Option
Committee, and $1,000 per day of consultation and other services provided other
than at meetings of the Board or Committees thereof, at the request of the
Chairman of the Board. Committee Chairmen also receive an additional annual fee
of $1,800. Pursuant to the Company's 1993 Directors and Non-Employee Officers
Stock Option Plan (the "1993 Directors Plan"), Directors of the Company who are
not officers of the Company or WPSC (and other than the Chairman of the Board)
also receive options to purchase 8,000 shares of Common Stock per annum on the
date of each annual meeting of Stockholders up to a maximum of 40,000 shares of
Common Stock. As of the date of the Meeting, all eligible Directors have been or
will have been granted the maximum number of options under the 1993 Directors
Plan. Subject to stockholder approval, pursuant to the 1997 Plan, each Director
will receive a grant of options to purchase 25,000 shares of Common Stock on the
date of the Meeting, and will receive options to purchase 5,000 shares of Common
Stock per annum on the date of each annual meeting following the 1997 Annual
Meeting of Stockholders, up to a maximum of 40,000 shares of Common Stock.

Pursuant to a management agreement effective as of January 3, 1991, as
amended (the "Management Agreement"), approved by a majority of the
disinterested directors of the Company, WPN, of which Ronald LaBow, the Chairman
of the Board of the Company is the sole stockholder and an officer and director,
provides financial, management, advisory and consulting services to the Company,
subject to the supervision and control of the disinterested directors. In 1996,
WPN received a monthly fee of $458,333.33, with total payments in 1996 of
$5,500,000. The Company believes that the cost of obtaining the type and quality
of services rendered by WPN under the Management Agreement is no less favorable
than that at which the Company could obtain such services from unaffiliated
entities. The terms of such Management Agreement are reviewed every other year
by the disinterested directors of the Company. See "Executive Officers --
Management Agreement with WPN."

-8-

<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS OF THE COMPANY

The following table contains the names, positions and ages of the
executive officers of the Company who are not directors.

PRINCIPAL OCCUPATION FOR THE PAST
NAME FIVE YEARS AND CURRENT PUBLIC DIRECTORSHIPS(1) AGE
- ---- ---------------------------------------------- ---

<S> <C> <C>
Frederick G. Chbosky CHIEF FINANCIAL OFFICER. Chief Financial Officer of the 53
Company since June 1991; Executive Vice President --
Finance of WPSC since December 1992; Vice President --
Finance and Chief Financial Officer of WPSC since
September 1985 and Director of WPSC since January 1991;
Vice President -- Purchasing Traffic and Raw Materials with
WPSC from 1983 to 1985; Comptroller of WPSC from 1980
to 1983; Various financial positions with WPSC, 1975 to
1980; Director, Wheeling-Nisshin, Inc.

James G. Bradley VICE PRESIDENT. Vice President of the Company since 52
October 1995; Executive Vice
President-Operations of WPSC since October
1995; Vice President-Operations of
International Mill Service from 1992 to
October 1995; Vice
President-Operations/Plant Manager of
USS/Kobe Steel Company from 1990 to 1992.

Garen Smith VICE PRESIDENT. Vice President of the Company since 54
October 1995; President and Chief Executive
Officer of Unimast Incorporated ("Unimast")
since April 1991 (Unimast was acquired by
the Company in March 1995).

Howard Mileaf VICE PRESIDENT -- SPECIAL COUNSEL. Vice President -- Special 60
Counsel to the Company since April 1993; Special Counsel to
the Company, from February 1992 to April 1993; Consultant,
from August 1991 to April 1993; Vice President and General
Counsel, Keene Corporation, from August 1981 to August
1991; Trustee/Director of Neuberger & Berman Equity
Mutual Funds, since 1984.
</TABLE>

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

(1) Prior to the Corporate Reorganization, all Executive Officers of the
Company who were Executive Officers at the time of the Corporate
Reorganization were Executive Officers of WPC.

-9-

<PAGE>

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth, for the
fiscal years indicated, all compensation awarded to, earned by or paid to (i)
the chief executive officer ("CEO") of the Company for the fiscal year ended
December 31, 1996 (Mr. James L. Wareham, the then President of the Company) and
(ii) the four most highly compensated executive officers of the Company other
than the CEO whose salary and bonus exceeded $100,000 with respect to the fiscal
year ended December 31, 1996 and who were employed by the Company on December
31, 1996 (together with the CEO, the "Named Executive Officers").

Summary Compensation Table
<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITION ANNUAL COMPENSATION LONG TERM COMPENSATION

Other Annual Securities
Name and Principal Salary Bonus Compensation Underlying All other Compensation
POSITION YEAR ($) ($)(1) ($)(2) OPTIONS (#) ($)(3)
---------- ---- ----- ------- -------- ----------- ---------------------

<S> <C> <C> <C> <C> <C> <C>
James L. Wareham, 1996 400,000 -- -- -- 47,140(5)
President (4) 1995 400,000 90,000 -- -- 46,825(5)
1994 400,000 140,000 -- 80,000 44,877(5)

Garen Smith, 1996 200,230 63,826 -- 10,000 3,000
Vice President 1995 150,000(6) 30,000 -- -- 3,000
1994 -- -- -- -- --

James G. Bradley, 1996 160,000 -- -- 10,000 2,922
Vice President 1995 40,000(7) -- -- -- --
1994 -- -- -- -- --

James D. Hesse, 1996 150,000 -- -- -- 19,814
Vice President (8) 1995 150,000 23,528 -- -- 19,415
1994 147,250 43,476 -- 17,737

Frederick G. Chbosky, 1996 140,000 -- -- -- 10,272
Chief Financial Officer 1995 140,000 22,384 -- -- 10,020
1994 140,000 37,622 -- -- 7,560
</TABLE>

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

(1) Includes bonuses paid in 1995 and 1996 for services rendered in the
prior year pursuant to the WPSC Management Incentive Program ("WPSC
Management Incentive Program") covering officers and salaried
employees of WPSC. Messrs. Wareham and Smith are not eligible to
participate in the WPSC Management Incentive Program. Mr. Wareham's
employment agreement provides for an annual bonus to be awarded in the
sole discretion of the Company. Mr. Wareham was granted a bonus in
1995 and 1996 for services rendered in the prior year. Mr. Smith's
employment agreement provides for an annual bonus based upon the
achievements of certain targets specified by the Board of Directors of
Unimast. Mr. Smith was granted a bonus in 1996 and 1997 for services
rendered in the immediately prior year. All bonus amounts have been
attributed to the year in which the services were performed.

(2) Excludes perquisites and other personal benefits unless the aggregate
amount of such compensation exceeds the lesser of either $50,000 or
10% of the total of annual salary and bonus reported for such named
executive officer.

(3) Amounts shown, unless otherwise noted, reflect employer contributions
to WPSC Salaried Employees Pension Plan, except in the case of Mr.
Smith which amount reflects other employer pension contributions.

(4) Resigned from employment with the Company effective February 28, 1997.

(5) Includes insurance premiums paid by the Company in 1996, 1995 and 1994
of $40,000 annually.

(6) Employment with the Company commenced March 31, 1995.

(7) Employment with the Company commenced October 2, 1995.

(8) Resigned from employment with the Company effective March 31, 1997 to
become President of Wheeling- Nisshin, Inc. ("Wheeling-Nisshin"), the
Company's joint venture with Nisshin Steel, Ltd.

-10-

<PAGE>

OPTION GRANTS TABLE. The following table sets forth certain information
regarding stock option grants made to each of the Named Executive Officers
during the fiscal year ended December 31, 1996.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual Rates
of Stock Price Appreciation for
Individual Grants Option Term
----------------- -------------------------------
% of Total
Options
Number of Securities Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/SH) Date 5%($) 10%($)
---- ------------ ------------- ------- ------ ----- ------

<S> <C> <C> <C> <C> <C> <C>
James L. Wareham 0 0% -- -- 0 0

Garen Smith 10,000 43.5% 13.50 2-5-06 84,900 215,155

James G. Bradley 10,000 43.5% 13.50 2-6-06 84,900 215,155

James D. Hesse 0 0% -- -- 0 0

Frederick G. Chbosky 0 0% -- -- 0 0
</TABLE>

- -------------------
All options were granted under the Company's 1991 Incentive and
Nonqualified Stock Option Plan and vest ratably over a three-year period. This
period commenced February 6, 1996.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE. The
following table sets forth certain information concerning unexercised stock
options held by the Named Executive Officers as of December 31, 1996.

Aggregated Option Exercises in Last Fiscal Year
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at 1996 Fiscal 1996 Fiscal Year-
Year-End(#) Exercisable/ End($)(1) Exercisable/
Unexercisable Unexercisable
NAME -------------------------- ---------------------------
- ----
<S> <C> <C>
James L. Wareham 101,254/26,667 43,490/0

Garen Smith 0/10,000 0/0

James G. Bradley 0/10,000 0/0

James D. Hesse 18,753/0 9,844/0

Frederick G. Chbosky 18,753/0 9,844/0
</TABLE>

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

(1) On December 31, 1996, the last reported sales price of the Company's
Common Stock as reported on the New York Stock Exchange Composite Tape
was $8.875.

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<PAGE>

LONG-TERM INCENTIVE AND PENSION PLANS. The Company does not have any
long-term incentive or defined benefit pension plans.

DEFERRED COMPENSATION AGREEMENTS. Certain key employees of the Company
are parties to deferred compensation agreements and/or severance agreements. The
deferred compensation agreements generally provide that if the employee remains
continuously in the employ of the Company until the fifth anniversary of the
approval of the Company's Plan of Reorganization (the "Plan") (which Plan was
approved on January 3, 1991), or if the employee's employment is terminated
within such period by reason of permanent disability, retirement at age 65 or
involuntary termination without good cause, the employee is entitled to receive,
over a fifteen-year period commencing at the later of age 65 or termination of
employment, an amount equal to twice his base salary for the most recent
twelve-month period of his employment prior to January 3, 1996. The annual
benefits payable to Messrs. Chbosky and Hesse upon retirement are $18,667 and
$20,000, respectively. Certain other deferred compensation payments are payable
by WPSC in certain circumstances, such as a demotion in job status without good
cause, death or as a result of a change of control of the Company. Each of
Messrs. Chbosky and Hesse is a party to a deferred compensation agreement such
as is described above. Except as described in this paragraph, and in the next
paragraph with respect to the employment agreement of Mr. Wareham, no plan or
arrangement exists which results in compensation to a Named Executive Officer in
excess of $100,000 upon such officer's future termination of employment or upon
a change-of-control.

EMPLOYMENT AGREEMENTS. As of December 31, 1996, Mr. James L. Wareham
was employed as President of the Company and Chairman of the Board and Chief
Executive Officer of WPSC under a two-year agreement which expired April 29,
1995, but which was automatically extended for a successive two-year period. The
agreement provided for an annual salary to Mr. Wareham of $400,000 and an annual
bonus awarded in the sole discretion of the Company. Mr. Wareham was not granted
a bonus for services rendered in 1996. In addition, the employment agreement
provided for Mr. Wareham to receive the cash surrender value of life insurance
contracts purchased by the Company upon termination of his employment. The
annual premium paid by the Company on the life insurance contracts was $40,000.
The employment agreement provided that in the event Mr. Wareham's employment was
terminated without cause or Mr. Wareham voluntarily terminated his employment
due to a material change in the nature and scope of his authorities and duties
after a change in control of the Company occurred, he would have been entitled
to receive a payment of $800,000, and other specified benefits for a period of
one year from the date of termination. Specified benefits under Mr. Wareham's
employment agreement would have been forfeited under certain circumstances.
Effective February 1997, Mr. Wareham resigned from his positions with the
Company and was succeeded by Mr. John R. Scheessele.

Mr. John R. Scheessele commenced employment as President of the
Company, President, Chairman of the Board and Chief Executive Officer of WPSC
and President of WPC pursuant to a three-year employment agreement, dated as of
February 7, 1997, which is automatically extended for successive three-year
periods unless earlier terminated pursuant to the provisions of such agreement.
The agreement provides for an annual salary to Mr. Scheessele of $400,000 and an
annual bonus to be awarded in the sole discretion of the Company. The Company
will consider several factors in determining whether to pay a bonus to Mr.
Scheessele including the performance of Mr. Scheessele and the resulting
benefits to the Company and the overall performance of the Company as measured
by the guidelines specified in the employment agreement that are used to
determine the bonuses of other senior executives of the Company. In addition,
the employment agreement provides for Mr. Scheessele to receive the cash
surrender value of life insurance contracts purchased by the Company upon
termination of his employment. The employment agreement provides that in the
event Mr. Scheessele's employment is terminated without cause or Mr. Scheessele
voluntarily terminates his employment due to a material

-12-

<PAGE>
change in the nature and scope of his authorities and duties after a change in
control of the Company occurs, he will be entitled to receive a payment of
$1,200,000, and other specified benefits for a period of one year from the date
of termination. Specified benefits under Mr. Scheessele's employment agreement
will be forfeited under certain circumstances.

Mr. Garen Smith is a Vice President of the Company and is employed as
President and Chief Executive Officer of Unimast under a three-year employment
agreement dated as of April 7, 1997. The agreement provides for an annual salary
to Mr. Smith of $230,000 per year (such salary being subject to increase based
on the annual sales of Unimast) and an annual bonus of up to $75,000 based upon
Unimast's operating results in the preceding year. Mr. Smith is also entitled
after the end of each fiscal year that his employment agreement remains in
effect to receive options to purchase shares of Common Stock, with the number of
such shares to be granted dependent on Unimast's operating results in such year.
In the event Mr. Smith's employment is terminated without cause, he is entitled
to receive his annual salary and health insurance benefits for an eighteen month
period following his termination.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION. Messrs.
Davidow, Goldsmith and Olshan each served as a member of the Compensation
Committee of the Board of Directors during the fiscal year ended December 31,
1996. Mr. Olshan is a member of Olshan Grundman Frome & Rosenzweig LLP, which
has been retained as outside general counsel to the Company since January 1991.
Fees received from the Company by such firm during the fiscal year ended
December 31, 1996 did not exceed 5% of the Company's or the firm's revenues.

MANAGEMENT AGREEMENT WITH WPN. Pursuant to the Management Agreement,
approved by a majority of the disinterested directors of the Company, WPN
provides financial, management, advisory and consulting services to the Company,
subject to the supervision and control of the disinterested directors. Such
services include, among others, identification, evaluation and negotiation of
acquisitions, responsibility for financing matters, review of annual and
quarterly budgets, supervision and administration, as appropriate, of all of the
Company's accounting and financial functions and review and supervision of the
Company's reporting obligations under Federal and state securities laws. In
1996, WPN received a monthly fee of $458,333.33, with total payments in 1996 of
$5,500,000. The Company provides indemnification for WPN's employees, officers
and directors against any liability, obligation or loss resulting from their
actions pursuant to the Management Agreement. The Management Agreement has a two
year term and is renewable automatically for successive two year periods, unless
terminated by either party upon 60 days' notice. Mr. LaBow is the sole
stockholder and an officer and director of WPN. WPN has not derived any other
income and has not received reimbursement of any of its expenses (other than
health benefits and standard directors' fees) from the Company in connection
with the performance of services described above. The Company believes that the
cost of obtaining the type and quality of services rendered by WPN under the
Management Agreement is no less favorable than the cost at which the Company
could obtain such services from unaffiliated entities.

1996 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

General

The Compensation Committee determines the cash and other incentive
compensation, if any, to be paid to the Company's executive officers and key
employees. The Compensation Committee is also responsible for the administration
and award of stock options under the 1991 Plan. Messrs. Davidow, Goldsmith and
Olshan, non-employee directors of the Company, serve as members of the
Compensation Committee and are "non-employee directors" (within the meaning of
Rule 16b-3 under the Exchange

-13-

<PAGE>

Act). Mr. Davidow serves as Chairman of the Committee. The Compensation
Committee met on five occasions and took action by unanimous written consent on
one occasion during the fiscal year ended December 31, 1996.

Compensation Philosophy

The Compensation Committee's executive compensation philosophy is to
base management's pay, in part, on achievement of the Company's annual and
long-term performance goals, to provide competitive levels of compensation, to
recognize individual initiative, achievement and length of service to the
Company, and to assist the Company in attracting and retaining qualified
management. The Compensation Committee also believes that the potential for
equity ownership by management is beneficial in aligning management's and
stockholders' interests in the enhancement of stockholder value. The Company has
not established a policy with regard to Section 162(m) of the Internal Revenue
Code of 1986, as amended, since the Company has not and does not currently
anticipate paying compensation in excess of $1 million per annum to any
employee.

Salaries

Base salaries for the Company's executive officers are determined
initially by evaluating the responsibilities of the position held and the
experience of the individual, and by reference to the competitive marketplace
for management talent, including a comparison of base salaries for comparable
positions at other integrated steel producers. Base salary compensation of
executive officers is reviewed annually by the Compensation Committee, and
recommendations of the Committee in that regard are acted upon by the Board of
Directors. Annual salary adjustments are determined by evaluating the
competitive marketplace; the performance of the Company which includes in
descending level of importance, operating income of the Company and cash
management, production efficiency and quality of products; the performance of
the executive; the length of the executive's service to the Company and any
increased responsibilities assumed by the executive. The Company places itself
between the low and medium levels in determining salaries compared to the other
domestic integrated steel producers, which companies include the steel companies
utilized in the graph under "Common Stock Performance" below.

Incentive Compensation

In 1996, all of the Company's then executive officers other than the
Company's President and one Vice President were participants in the WPSC
Management Incentive Program for salaried employees of WPSC (aggregating
approximately 870 employees), which was adopted by the Company in 1993. The
purpose of the WPSC Management Incentive Program is to reward those employees
that demonstrate outstanding performance in the pursuit of pre-defined Company
and individual objectives. The total amount available for distribution is based
on the Company's consolidated financial performance as determined by a
pre-defined formula set each year which is based upon earnings before income
taxes, depreciation and amortization ("EBITDA") as a percentage of applicable
assets. The performance of each executive officer is then evaluated for the
fiscal year based upon predetermined goals to determine the level of incentives
to be awarded. The Company believes that this program effectively rewards
employees based both on their individual achievements and on the financial
success of the Company. Incentives are to be paid no later than 120 days after
the end of the fiscal year. In 1996, the incentive target threshold was
established by the Company at an EBITDA to operating asset ratio of 10.40%. The
aggregate amount available for incentives increases as progressively higher
EBITDA ratios are achieved. The ratio achieved in 1996 for purposes of the WPSC
Management Incentive Program, primarily as a result of a work stoppage by the
United Steelworkers of America ("USWA") at WPSC which began October 1, 1996 and
continued through August 12, 1997, was below such target threshold. Accordingly,

-14-

<PAGE>
no funds were available to salaried employees of the Company pursuant to the
WPSC Management Incentive Program for 1996.

The Company from time to time considers the payment of discretionary
bonuses to its executive officers. Bonuses would be determined based, first,
upon the level of achievement by the Company of its strategic and operating
goals and, second, upon the level of personal achievement by participants. The
achievement of goals by the Company includes, in descending order, among other
things, the performance of the Company as measured by return on assets and the
operating income of the Company, production efficiency and quality of products.
The achievement of personal goals includes the actual performance of the unit of
the Company for which the executive officer has responsibility as compared to
the planned performance thereof, the level of cost savings achieved by such
executive officer, other individual contributions, the ability to manage and
motivate employees and the achievement of assigned projects. Bonuses are
determined annually after the close of each fiscal year. Despite achievement of
personal goals, bonuses may not be given based upon the performance of the
Company as a whole. The Compensation Committee determined that based upon the
losses to the Company in 1996 incurred as a result of the work stoppage at WPSC,
no discretionary bonuses would be awarded in 1996. Garen Smith, who is not a
participant in the WPSC Management Incentive Program, was awarded a bonus of
$63,826, which was determined pursuant to an objective formula provided in his
employment agreement based upon the performance of Unimast Incorporated, a
wholly-owned subsidiary of the Company, of which Mr. Smith is President.

Compensation of Chief Executive Officer

As described in the Employment Agreements section above, Mr. Wareham's
base salary of $400,000 was determined by contract. In determining such amount,
the Board of Directors considered the responsibilities performed by Mr. Wareham
as President of the Company and Chairman of the Board and Chief Executive
Officer of WPSC, the performance of Mr. Wareham in managing and directing the
Company's operations, the efforts by Mr. Wareham in assisting the Company to
improve its capital base and financial condition, a competitive assessment of
survey data of other steel producers as it relates to the Company's performance
versus other integrated steel producers, and the evaluation of the other factors
described in "Salaries" above. Mr. Wareham's compensation was in the low to
medium range compared to salaries received by chief executive officers of other
integrated steel producers. Effective February 1997, Mr. Wareham resigned from
his positions with the Company and was succeeded by John R. Scheessele. See
Executive Compensation - Employment Agreements for a description of Mr.
Scheessele's employment agreement with the Company.

The Compensation Committee considered Mr. Wareham for a cash
performance bonus in accordance with the following terms: the factors discussed
in the above paragraph; the bonuses paid to other senior executives of the
Company; the overall performance of the Company and WPSC as measured by
guidelines used to determine the bonuses of other senior executives of the
Company and WPSC including the operating income of the Company, production
efficiency and quality of products; and the transactions effected for the
benefit of the Company or WPSC that are outside of the ordinary course of
business and directly or indirectly accomplished through the efforts of Mr.
Wareham (e.g., management of the work stoppage by the USWA, business
combinations, corporate partnering and other similar transactions). The Board of
Directors did not award Mr. Wareham a bonus in 1996.

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<PAGE>
Stock Option and Other Plans

No options were granted to any of the Named Executive Officers during
1996, other than to Garen Smith and James Bradley, each of whom received grants
to purchase 10,000 shares of Common Stock in February 1996. The exercise price
for these options was $13.50 per share, the fair market value of the Common
Stock on the date of grant. In keeping with the philosophy of the Compensation
Committee, these options become exercisable one year after grant, vest over a
three-year period, and generally can be exercised only if the optionee is
employed by the Company at the time of exercise. It is the philosophy of the
Compensation Committee that stock options should be awarded to employees of the
Company to promote long-term interests between such employees and the Company's
stockholders through an equity interest in the Company and assist in the
retention of such employees. The Compensation Committee also considered the
amount and terms of options previously granted to the executive officers of the
Company. As a result of economic difficulties in the steel industry in general
and for the Company specifically, the Compensation Committee has been concerned
about the retention of talented executive and management personnel. The
Compensation Committee believes the potential for equity ownership by management
is beneficial in aligning management's and stockholders' interest in the
enhancement of stockholder value. Participation in restricted stock, profit
sharing and sales incentive plans is offered, pursuant to their terms, to
provide incentive to executive officers to contribute to corporate growth and
profitability.

Compensation Committee: William Goldsmith; Robert A. Davidow; Marvin L.
Olshan.

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<PAGE>

COMMON STOCK PERFORMANCE: The following graph compares, for each of the
fiscal years indicated, the yearly percentage change in the Company's cumulative
total stockholder return on its Common Stock with the cumulative total return of
a) the Standard and Poor's Index, a broad equity market index, and b) an index
consisting of the following steel companies: Armco Inc., Bethlehem Corporation,
Inland Steel Industries, Inc., LTV Corporation and Weirton Steel Corp.

[PERFORMANCE GRAPH]

================================================================================
INDEXED RETURNS
- --------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
S&P 500 Index 100 107.62 118.46 120.03 165.13 203.05
- --------------------------------------------------------------------------------
WHX CORP. 100 82.14 244.64 189.29 155.36 126.79
- --------------------------------------------------------------------------------
PEER GROUP 100 110.98 207.37 208.05 160.13 121.95
================================================================================

In August 1997, the Company reached agreement with the USWA and ended
its work stoppage which had commenced October 1, 1996. On October 15, 1997, the
Record Date, the last reported sales price of the Company's Common Stock as
reported on the New York Stock Exchange Composite Tape was $14.00, which
represents a 58% increase over the last reported sales price of the Company's
Common Stock as reported on the New York Stock Exchange Composite Tape on
December 31, 1996, which was $8.875.

There can be no assurance that the Company's stock performance will
continue with the same or similar trends depicted in the graph above.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Frederick G. Chbosky, Chief Financial Officer of the Company and a
director and Executive Vice President-Finance of WPSC, and Akimuni Takewaka, a
director of WPSC, are directors of Wheeling- Nisshin. Mr. Takewaka is also
Chairman and Chief Executive Officer of Wheeling-Nisshin. James D. Hesse, a
former Vice President of the Company, is President of Wheeling-Nisshin. The
Company currently holds a 35.7% equity interest in Wheeling-Nisshin.

Ronald LaBow, Chairman of the Board, is the sole stockholder of WPN.
The Company is party to a Management Agreement with WPN. In 1996, WPN received a
monthly fee of $458,333.33 with total payments in 1996 of $5,500,000. See
"Executive Compensation - Management Agreement with WPN."

Marvin L. Olshan, a Director and Secretary of the Company, is a member
of Olshan Grundman Frome & Rosenzweig LLP, which has been retained as outside
general counsel to the Company since January 1991. Fees received from the
Company by such firm during the fiscal year ended December 31, 1996 did not
exceed 5% of the Company's revenues.

PROPOSAL NO. 2

PROPOSED 1997 DIRECTORS STOCK OPTION PLAN

On September 25, 1997 the Board of Directors of the Company adopted the
1997 Plan, which is set forth in Exhibit A to this Proxy Statement. The 1997
Plan will not become effective unless it is approved by the holders of record of
a majority of the shares of Common Stock present in person or represented by
proxy at the Meeting.

In 1993, the Company adopted and the stockholders approved the 1993
Directors Plan. The purpose of the 1993 Directors Plan was to assist the Company
in securing and retaining directors and non-employee officers and allows them to
participate in the growth of the Company. As of the Meeting, all options that
could be granted to eligible participants will have been granted. Accordingly,
in order to assist the Company in continuing to retain directors by allowing
them to participate in the ownership and growth of the Company through the grant
of stock options ("Options"), the Company has decided to recommend to
stockholders the approval of the 1997 Plan. The persons eligible for the 1997
Plan are any director who is not a full or part-time employee of the Company
("Eligible Person"). The Chairman of the Board shall not be an Eligible Person.
As of the date of the Meeting there are expected to be six Eligible Persons. The
granting of Options will serve as partial consideration for and give the
Eligible Persons an additional inducement to remain in the service of the
Company and its subsidiaries and will provide them with an increased incentive
to work towards the Company's success. The Company believes that the 1993
Directors Plan achieved such purposes and that the 1997 Plan will achieve the
same goals.

The following discussion of the principal features and effects of the
1997 Plan is qualified in its entirety by reference to the text of the 1997 Plan
set forth in Exhibit A hereto.

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<PAGE>

ADMINISTRATION AND GRANTS

Pursuant to the 1997 Plan, on the date of the Meeting, each Eligible
Person will receive Options to purchase 25,000 shares of Common Stock. On the
date of each Annual Meeting of Stockholders commencing with the 1998 Annual
Meeting of Stockholders ("Grant Date"), each Eligible Person shall further
receive Options to purchase 5,000 shares of Common Stock, provided that grants
of Options to each such person pursuant to the 1997 Plan shall not exceed 40,000
shares of Common Stock. The terms for the grant of Options to an Eligible Person
may only be changed if permitted under Rule 16b-3 of the Securities Exchange Act
of 1934, as amended, and accordingly the formula for the grant of Options may
not be changed or otherwise modified more than once in every six month period.

The Company is authorized under the 1997 Plan to issue shares of Common
Stock pursuant to the exercise of Options with respect to a maximum of 400,000
shares of Common Stock. As of the date hereof, no options to purchase shares of
Common Stock have been granted pursuant to the 1997 Plan. Neither the Named
Executive Officers, any other executive officers of the Company nor any
employees of the Company will be eligible to participate in the 1997 Plan.

SHARES SUBJECT TO THE 1997 PLAN

The shares of Common Stock to be issued under the 1997 Plan will be
either currently authorized but unissued shares of Common Stock or reacquired
shares of Common Stock. An aggregate of 400,000 shares of Common Stock have been
reserved for issuance under the 1997 Plan. The number of shares of Common Stock
available under the 1997 Plan will be subject to adjustment to prevent dilution
in the event of a stock split, combination of shares, stock dividend or certain
other events. Shares of Common Stock subject to unexercised Options that expire
or are terminated prior to the end of the period during which options may be
granted will be restored to the aggregate number of shares of Common Stock
available for issuance under the 1997 Plan.

ELIGIBILITY

The term of each Option is ten (10) years from the grant date of each
Option, subject to earlier termination in accordance with the 1997 Plan.

OPTIONS

The exercise price of each Option is equal to the fair market value of
the shares of Common Stock on the day before each respective date of grant.
"Fair market value" is deemed to be the closing price of a share of Common Stock
on the New York Stock Exchange, on the day preceding such grant date or on the
preceding such date if no shares were traded on such grant date, or if the
shares of Common Stock are not listed on the New York Stock Exchange, in the
principal market in which such shares are traded.

Options granted under the 1997 Plan shall be exercisable as follows: up
to one-third of the aggregate shares of Common Stock purchasable under an Option
shall be exercisable commencing one year after the initial date of grant, an
additional one-third of the shares of Common Stock issuable under an Option
shall be exercisable commencing two years after the initial date of grant and
the balance commencing on the third anniversary from the initial date of grant,
provided, however, that in the case of the Eligible Person's death, permanent
disability, removal as a Director without cause or failure to stand for
reelection, the Option will become immediately exercisable, unless a longer
vesting period is otherwise determined by the Board at grant.

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<PAGE>

Options may be exercised in whole or in part at any time during the
option period, by written notice of exercise and payment of the full purchase
price as follows: in cash or by check, bank draft or money order payable to the
Company; by delivery of shares of Common Stock already owned by an Eligible
Person (based on the fair market value of the Common Stock on the date of
exercise); or through the written election of the Eligible Person to have shares
of Common Stock withheld from the shares of Common Stock otherwise to be
received pursuant to the exercise of options (based on the fair market value of
a share of Common Stock on the date of exercise).

TRANSFERABILITY; TERMINATION OF EMPLOYMENT

No Option shall be transferable otherwise than by will or the laws of
descent and distribution, pursuant to a qualified domestic relations order or to
the extent the option agreement provisions do not disqualify such option for
exemption under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(in which case options may be transferable during an Optionee's lifetime to
immediate family members of the optionee, partnerships in which the only
partners are members of the Optionee's immediate family, and trusts established
solely for the benefit of such immediate family members), and an Option shall be
exercisable during the Eligible Person's lifetime only by the Eligible Person,
his guardian, legal representative or transferee.

TERMINATION AND AMENDMENT

The 1997 Plan will terminate on September 25, 2007, but may be
terminated by the Board of Directors at any time before that date. The 1997 Plan
may be amended at any time by the Board of Directors. However, without the
approval of the stockholders of the Company, no such amendment may (i)
materially increase the number of shares of Common Stock which may be issued
under the 1997 Plan; (ii) change the minimum option exercise price; (iii) extend
the maximum term of Options or (iv) permit the granting of Options to anyone
other than an Eligible Person. Any termination or amendment of the 1997 Plan
will not impair the rights of optionees under outstanding Options without the
consent of the affected optionees.

FEDERAL INCOME TAX CONSEQUENCES

Upon exercise of an Option granted under the 1997 Plan, the grantee
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares received over the exercise price of such shares. That
amount increases the grantee's basis in the Common Stock acquired pursuant to
the exercise of the option. Upon a subsequent sale of the shares of Common
Stock, the grantee will incur short term or long-term gain or loss depending
upon his holding period for the shares of Common Stock and upon the shares of
Common Stock's subsequent appreciation or depreciation in the value. The Company
will be allowed a federal income tax deduction for the amount recognized as
ordinary income by the grantee upon the grantee's exercise of the option.

The foregoing outline is no more than a summary of the federal income
tax provisions relating to the grant and exercise of options under the 1997 Plan
and the sale of shares of Common Stock acquired under the 1997 Plan. Individual
circumstances may vary these results. The federal income tax laws and
regulations are constantly being amended, and each participant should rely upon
his own tax counsel for advice concerning the federal income tax provisions
applicable to the 1997 Plan.

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<PAGE>

The Board of Directors believes it is in the Company's best interests
to adopt the 1997 Plan to secure for the Company the benefits of the additional
incentive inherent in the ownership of shares of Common Stock by Eligible
Persons and to help the Company secure and retain the services of such persons.
Rule 16b-3 and the Rules of the New York Stock Exchange ("NYSE") require the
affirmative vote of the holders of record of a majority of the shares of Common
Stock present in person or by proxy at the Meeting for adoption of the 1997
Plan.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
ADOPTION OF THE 1997 PLAN. If a choice is specified on the proxy by the
stockholder, the shares of Common Stock will be voted as specified. If no
specification is made, the shares of Common Stock will be voted "FOR" adoption
of the 1997 Plan.

PROPOSAL NO. 3

OPTION GRANT TO WPN CORP.

On August 4, 1997, the Compensation Committee of the Board of Directors
approved the grant of an option to purchase 1,000,000 shares of Common Stock
(the "Option Grant") to WPN ("Option Grantee"), at the then market price per
Share, subject to stockholder approval. The Board of Directors approved such
grant on September 25, 1997. Ronald LaBow, the Chairman of the Board of the
Company, is the sole shareholder and an officer and director of WPN. Stewart E.
Tabin and Neale X. Trangucci are officers and directors of WPN, officers of the
Company and directors of WPSC.

The Board of Directors believes that based upon the performance of the
Option Grantee, including the efforts of the Option Grantee in resolving the
outstanding labor dispute between the Company's wholly-owned subsidiary, WPSC,
and the USWA, which labor settlement runs through 2003, provides for mandatory
multicrafting and modification of certain work practices, a reduction of 850
jobs through attrition and a defined-benefit pension plan, as well as other
changes, and positions WPSC to profitably produce steel in the future, the
Option Grant is merited and in the Company's best interests. Such grant further
aligns the interests of the Option Grantee with those of the Company to enhance
the long term value of the Company's Common Stock.

No part of the option is currently exercisable. The option is
exercisable with respect to one-third of the shares of Common Stock issuable
upon the exercise thereunder at any time on or after the date of stockholder
approval of the Option Grant (the "Approval Date"). The option with respect to
an additional one-third of the shares of Common Stock may be exercised on the
first and second anniversaries of the Approval Date, respectively. The option,
to the extent not previously exercised, will expire on August 4, 2007. The Rules
of the NYSE require the affirmative vote of the holders of record of a majority
of the shares of Common Stock present in person or by proxy at the Meeting for
approval of the Option Grant.
If such approval is not obtained the Option Grant will be cancelled.

On July 29, 1993, the Board approved a grant of options to purchase
600,000 shares of Common Stock to WPN, as well as grants of options to purchase
200,000 shares of Common Stock each to Messrs. Tabin and Trangucci, all of which
grants were approved by stockholders of the Company at the Company's 1994 Annual
Meeting of Stockholders.

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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES

Upon exercise of an option granted under the Option Grant, the grantee
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares received over the exercise price of such shares. That
amount increases the grantee's basis in the Common Stock acquired pursuant to
the exercise of the option. Upon a subsequent sale of the shares of Common
Stock, the grantee will incur short term or long-term gain or loss depending
upon his holding period for the shares of Common Stock and upon the shares of
Common Stock's subsequent appreciation or depreciation in the value. The Company
will be allowed a federal income tax deduction for the amount recognized as
ordinary income by the grantee upon the grantee's exercise of the option.

The foregoing outline is no more than a summary of the federal income
tax provisions relating to the grant and exercise of options under the Option
Grant and the sale of shares of Common Stock acquired under the Option Grant.
Individual circumstances may vary these results. The federal income tax laws and
regulations are constantly being amended, and each participant should rely upon
his own tax counsel for advice concerning the federal income tax provisions
applicable to the Option Grants.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE OPTION GRANT. If a choice is specified on the proxy by the
stockholder, the shares of Common Stock will be voted as specified. If no
specification is made, the shares of Common Stock will be voted "FOR" approval
of the Option Grant.

PROPOSAL NO. 4

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of Price Waterhouse LLP has been selected as the
independent public accountants for the Company for the fiscal year ending
December 31, 1997. Although the selection of accountants does not require
ratification, the Board of Directors have directed that the appointment of Price
Waterhouse LLP be submitted to stockholders for ratification due to the
significance of their appointment by the Company. If stockholders do not ratify
the appointment of Price Waterhouse LLP, the Board of Directors will consider
the appointment of other certified public accountants. A representative of that
firm, which served as the Company's independent public accountants for the
fiscal year ended December 31, 1996, is expected to be present at the Meeting
and, if he so desires, will have the opportunity to make a statement, and in any
event will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF PROPOSAL NO.
3.

SOLICITATION STATEMENT

All expenses in connection with the solicitation of proxies will be
borne by the Company. In addition to the use of the mails, solicitations may be
made by regular employees of the Company, by telephone, telegraph or personal
contact, without additional compensation. Innisfree M & A, Inc. has been
retained to assist in the solicitation of proxies for a fee of $7,500 plus
expenses. The Company will,

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upon request, reimburse brokerage houses and persons holding shares of Common
Stock in the names of their nominees for their reasonable expenses in sending
solicited material to their principals.

STOCKHOLDER PROPOSALS

In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next annual meeting of stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than February 2, 1998.

OTHER MATTERS

So far as now known, there is no business other than that described
above to be presented for action by the stockholders at the Meeting, but it is
intended that the proxies will be voted upon any other matters and proposals
that may legally come before the Meeting or any adjournment thereof, in
accordance with the discretion of the persons named therein.

ANNUAL REPORT

All stockholders of record as of October 15, 1997 have been sent, or
are concurrently herewith being sent, a copy of the Company's Annual Report for
the fiscal year ended December 31, 1996. Such report contains certified
consolidated financial statements of the Company and its subsidiaries for the
fiscal year ended December 31, 1996.

By Order of the Company,

MARVIN L. OLSHAN, Secretary

Dated: New York, New York
October 20, 1997

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT
ON FORM 10-K, AS AMENDED FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 (WITHOUT
EXHIBITS) (AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO STOCKHOLDERS
OF RECORD ON THE RECORD DATE WHO MAKE WRITTEN REQUEST THEREFOR TO MARVIN L.
OLSHAN, SECRETARY, WHX CORPORATION, 110 EAST 59TH STREET, NEW YORK, NEW YORK
10022.

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EXHIBIT A

WHX CORPORATION
1997 DIRECTORS STOCK OPTION PLAN

ARTICLE I

PURPOSE

The purpose of the WHX Corporation 1997 Directors Stock Option
Plan (the "Plan") is to secure for WHX Corporation and its stockholders the
benefits arising from stock ownership by its directors. The Plan will provide a
means whereby such directors may purchase shares of the common stock, $.01 par
value, of WHX Corporation pursuant to options granted in accordance with the
Plan.

ARTICLE II

DEFINITIONS

The following capitalized terms used in the Plan shall have
the respective meanings set forth in this Article:

2.1 "Board" shall mean the Board of Directors of WHX
Corporation.

2.2 "Chairman" shall mean the duly appointed Chairman of any
standing Committee of the Board.

2.3 "Committee" shall mean a duly appointed standing committee
of the Board.

2.4 "Company" shall mean WHX Corporation.

2.5 "Director" shall mean any person who is a member of the
Board of Directors of the Company.

2.6 "Eligible Person" shall be any Director who is not a full
or part-time Employee of the Company, except the Chairman of the Board shall not
be an Eligible Person.

2.7 "Exercise Price" shall mean the price per Share at which
an Option may be exercised.

2.8 "Fair Market Value" shall mean the closing sale price of a
Share as reported on the New York Stock Exchange Composite Tape on the day
preceding the Grant Date or on the preceding such date if no Shares were traded
on such Grant Date. If the Shares are not reported on the New York Stock
Exchange or on another national securities exchange, Fair Market Value shall be
deemed to be the average of the high bid and asked prices of the Shares on the
over-the-counter market on the Grant Date, or the next preceding date on which
the last prices were recorded.

2.9 "Grant Date" shall mean the Initial Grant Date or any
other date that an Option shall be granted pursuant to the Plan as appropriate.

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<PAGE>

2.10 "Initial Grant Date" shall mean the date of the 1997
Annual Meeting of Stockholders.

2.11 "Option" shall mean an Option to purchase Shares granted
pursuant to the Plan.

2.12 "Option Agreement" shall mean the written agreement
described in Article VI herein.

2.13 "Permanent Disability" shall mean the condition of an
Eligible Person who is unable to participate as a member of the Board by reason
of any medically determined physical or mental impairment which can be expected
to result in death or which can be expected to last for a continuous period of
not less than twelve (12) months.

2.14 "Purchase Price" shall be the Exercise Price multiplied
by the number of whole Shares with respect to which an Option may be exercised.

2.15 "Shares" shall mean shares of common stock $.01 par value
of the Company.

2.16 "Subsequent Grant Date" shall mean the date of each
annual meeting of the stockholders of the Company following the Initial Grant
Date, provided that the Eligible Person served as a Director during the period
between the Initial Grant Date and Subsequent Grant Date and between Subsequent
Grant Dates, as the case may be.

ARTICLE III

ADMINISTRATION

3.1 GENERAL. This Plan shall be administered by the Board in
accordance with the express provisions of this Plan.

3.2 POWERS OF THE BOARD. The Board shall have full and
complete authority to adopt such rules and regulations and to make all such
other determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.

ARTICLE IV

SHARES SUBJECT TO PLAN

Subject to adjustment in accordance with Article IX an
aggregate of 400,000 Shares is reserved for issuance under this Plan. Shares
sold under this Plan may be either authorized, but unissued Shares or reacquired
Shares. If an Option, or any portion thereof, shall expire or terminate for any
reason without having been exercised in full, the unpurchased Shares covered by
such Option shall be available for future grants of Options.

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<PAGE>
ARTICLE V

GRANTS

5.1 INITIAL GRANTS. On the Initial Grant Date, each Eligible
Person shall receive the grant of an Option to purchase 25,000 Shares.

5.2 SUBSEQUENT GRANTS TO DIRECTORS. On each Subsequent Grant
Date, each Eligible Person shall receive the grant of an Option to purchase
5,000 Shares, provided that the grant of Options hereunder to an Eligible Person
who is a Director shall not exceed 40,000 Shares.

5.3 COMPLIANCE WITH RULE 16B-3. The terms for the grant of
Options to an Eligible Person may only be changed if permitted under Rule 16b-3
of the Securities Exchange Act of 1934, as amended, and accordingly the formula
for the grant of Options may not be changed or otherwise modified more than once
in any six month period.

ARTICLE VI

TERMS OF OPTION

Each Option shall be evidenced by a written Option Agreement
executed by the Company and the Eligible Person which shall specify the Grant
Date, the number of Shares subject to the Option, the Exercise Price which shall
be the Fair Market Value on the day preceding the Grant Date and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.

6.1 TERM. The term of the Option shall be ten (10) years from
the Grant Date of each Option, subject to earlier termination in accordance with
Articles VI and X.

6.2 RESTRICTION ON EXERCISE. Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Board at grant, provided, however, that except in the case of
the Eligible Person's death, Permanent Disability or removal as a Director
without cause, or failure to stand for reelection, upon which events the Option
will become immediately exercisable, unless a longer vesting period is otherwise
determined by the Board at grant; Options shall be exercisable as follows: up to
one-third of the aggregate Shares purchasable under an Option shall be
exercisable commencing one year after the Grant Date, an additional one-third of
the Shares purchasable under an Option shall be exercisable commencing two years
after the Grant Date and the balance commencing on the third anniversary from
the Grant Date. The Board may waive such installment exercise provision at any
time in whole or in part based on performance and/or such other factors as the
Board may determine in its sole discretion, provided, however, that no Option
shall be exercisable until more than six months have elapsed from the Grant
Date.

6.3 EXERCISE PRICE. The Exercise Price for each Share subject
to an Option shall be the Fair Market Value of the Share as determined in
Section 2.8 herein.

6.4 MANNER OF EXERCISE. An Option shall be exercised in
accordance with its terms, by delivery of a written notice of exercise to the
Company and payment of the full purchase price of the Shares being purchased. An
Eligible Person may exercise an Option with respect to all or less than all of
the Shares for which the Option may then be exercised, but an Eligible Person
must exercise the Option in full Shares.

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<PAGE>

6.5 PAYMENT. The Purchase Price of Shares purchased pursuant
to an Option or portion thereof, may be paid:

(a) in United States Dollars, in cash or by check, bank
draft or money order payable to the Company;

(b) by delivery of Shares already owned by an Eligible
Person with an aggregate Fair Market Value on the date of exercise equal to the
Purchase Price, subject to the provisions of Section 16(b) of the Securities
Exchange Act of 1934;

(c) through the written election of the Eligible Person to
have Shares withheld by the Company from the Shares otherwise to be received
with such withheld Shares having an aggregate Fair Market Value on the date of
exercise equal to the Purchase Price.

6.6 TRANSFERABILITY. No Option shall be transferable otherwise
than by will or the laws of descent and distribution; PROVIDED HOWEVER, that to
the extent the option agreement provisions do not disqualify such option for
exemption under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, Options may be transferable during an Optionee's lifetime to immediate
family members of an Optionee, partnerships in which the only partners are
members of the Optionee's immediate family, and trusts established solely for
the benefit of such immediate family members. An Option shall be exercisable
during the Eligible Person's lifetime only by the Eligible Person, his guardian,
legal representative or permitted transferee.

6.7 TERMINATION OF SERVICE. If an Eligible Person's service as
a Director terminates for any reason, an Option held on the date of termination
may be exercised in whole or in part at any time within one (1) year after the
date of such termination (but in no event after the term of the Option expires)
and shall thereafter terminate.

ARTICLE VII

GOVERNMENT AND OTHER REGULATIONS

7.1 DELIVERY OF SHARES. The obligation of the Company to issue
or transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals which
shall then be in effect.

7.2 HOLDING OF STOCK AFTER EXERCISE OF OPTION. The Option
Agreement shall provide that the Eligible Person, by accepting such Option,
represents and agrees, for the Eligible Person and his permitted transferees
hereunder that none of the Shares purchased upon exercise of the Option shall be
acquired with a view to any sale, transfer or distribution of the Shares in
violation of the Securities Act of 1933, as amended (the "Act") and the person
exercising an Option shall furnish evidence satisfactory to that Company to that
effect, including an indemnification of the Company in the event of any
violation of the Act by such person. Notwithstanding the foregoing, the Company
in its sole discretion may register under the Act the Shares issuable upon
exercise of the Options under the Plan.

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<PAGE>
ARTICLE VIII

WITHHOLDING TAX

The Company may in its discretion, require an Eligible Person
to pay to the Company, at the time of exercise of an Option an amount that the
Company deems necessary to satisfy its obligations to withhold federal, state or
local income or other taxes (which for purposes of this Article includes an
Eligible Person's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Eligible Person to place Shares purchased under the Option in escrow
for the benefit of the Company until such time as federal income tax withholding
is required on amounts included in the Eligible Person's gross income as a
result of the exercise of an Option. At such time, the Company, in its
discretion, may require an Eligible Person to pay to the Company an amount that
the Company deems necessary to satisfy its obligation to withhold federal, state
or local taxes incurred by reason of the exercise of the Option, in which case
the Shares will be released from escrow upon such payment by an Eligible Person.

ARTICLE IX

ADJUSTMENTS

9.1 PROPORTIONATE ADJUSTMENTS. If the outstanding Shares are
increased, decreased, changed into or exchanged into a different number or kind
of Shares or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
issuance of Shares on conversion of notes, preferred stock or exercise of
warrants or Shares issued by the Board for such consideration as the Board deems
appropriate.

9.2 DISSOLUTION OR LIQUIDATION. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation of
the Company with one or more corporations as a result of which the Company is
not the surviving corporation, or upon a sale of substantially all of the
property or more than 80% of the then outstanding Shares of the Company to
another corporation, the Company shall give to each Eligible Person at the time
of adoption of the plan for liquidation, dissolution, merger or sale either (1)
a reasonable time thereafter within which to exercise the Option prior to the
effective date of such liquidation or dissolution, merger or sale, or (2) the
right to exercise the Option as to an equivalent number of Shares of stock of
the corporation succeeding the Company or acquiring its business by reason of
such liquidation, dissolution, merger, consolidation or reorganization.

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<PAGE>
ARTICLE X

AMENDMENT OR TERMINATION OF PLAN

10.1 AMENDMENTS. The Board may at any time amend or revise the
terms of the Plan, provided no such amendment or revision shall, unless
appropriate stockholder approval of such amendment or revision is obtained:

(a) increase the maximum number of Shares which may be
sold pursuant to Options granted under the Plan, except as permitted under the
provisions of Article IX;

(b) change the minimum Exercise Price set forth in Article
VI;

(d) permit the granting of Options to any one other than
as provided in Article V.

10.2 TERMINATION. The Board at any time may suspend or
terminate this Plan. This Plan, unless sooner terminated, shall terminate on the
tenth (10th) anniversary of its adoption by the Board. No Option may be granted
under this Plan while this Plan is suspended or after it is terminated.

10.3 HOLDER OF CONSENT. No amendment, suspension or
termination of the Plan shall, without the consent of the holder of Options,
alter or impair any rights or obligations under any Option theretofore granted
under the Plan.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 PRIVILEGE OF STOCK OWNERSHIP. No Eligible Person entitled
to exercise any Option granted under the Plan shall have any of the rights or
privileges of a stockholder of the Company with respect to any Shares issuable
upon exercise of an Option until certificates representing the Shares shall have
been issued and delivered.

11.2 PLAN EXPENSES. Any expenses incurred in the
administration of the Plan shall be borne by the Company.

11.3 USE OF PROCEEDS. Payments received from an Eligible
Person upon the exercise of Options shall be used for general corporate purposes
of the Company.

11.4 GOVERNING LAW. The Plan has been adopted under the laws
of the State of Delaware. The Plan and all Options which may be granted
hereunder and all matters related thereto, shall be governed by and construed
and enforceable in accordance with the laws of the State of Delaware as it then
exists.

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ARTICLE XII

STOCKHOLDER APPROVAL

This Plan is subject to approval, at a duly held stockholders'
meeting within twelve (12) months after the date the Board approves this Plan,
by the affirmative vote of holders of a majority of the voting Shares of the
Company represented in person or by proxy and entitled to vote at the meeting.
Options may be granted, but not exercised, before such stockholder approval. If
the shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.

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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

WHX CORPORATION

PROXY -- ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 1, 1997

The undersigned, a stockholder of WHX Corporation, a Delaware
corporation (the "Company"), does hereby appoint Ronald LaBow and John R.
Scheessele, and each of them, the true and lawful attorneys and proxies with
full power of substitution, for and in the name, place and stead of the
undersigned, to vote all of the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at the 1997 Annual
Meeting of Stockholders of the Company to be held at the Dupont Hotel, 11th &
Market Streets, Wilmington, Delaware 19801, on December 1, 1997, at 11:00 A.M.,
Local Time, or at any adjournment or adjournments thereof.

The undersigned hereby revokes any proxy or proxies heretofore given
and acknowledges receipt of a copy of the Notice of Annual Meeting and Proxy
Statement, both dated October 20, 1997, and a copy of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREIN GIVEN. UNLESS
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE DIRECTORS, TO ADOPT
THE 1997 DIRECTORS STOCK OPTION PLAN, TO APPROVE THE GRANT OF AN OPTION TO WPN
CORP. AND TO RATIFY THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.

1. To elect the following Class I directors: William Goldsmith and John
R. Scheessele, to serve as directors until the 2000 annual meeting of
stockholders of the Company and in each case until their successors have been
duly elected and qualified.

WITHHELD ________________________
FOR ALL FROM ALL ________________________
NOMINEES ___ NOMINEES ___ ________________________

TO WITHHOLD AUTHORITY TO
VOTE FOR ANY NOMINEE(S),
PRINT NAME ABOVE:

2. To adopt the 1997 Directors Stock Option Plan of the Company.

FOR ___________ AGAINST ________ ABSTAIN ______

3. To approve the grant of an option to WPN Corp. to purchase shares of
the Company's common stock.

FOR ___________ AGAINST ________ ABSTAIN ______

<PAGE>

4. To ratify the appointment of Price Waterhouse LLP as the independent
public accountants of the Company for the fiscal year ending December 31, 1997.

FOR ___________ AGAINST ________ ABSTAIN ______

5. DISCRETIONARY AUTHORITY: To vote with discretionary authority with
respect to all other matters which may come before the Meeting.

NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which signing. When signing as joint tenants, all
parties in the joint tenancy must sign. When a proxy is given by a corporation,
it should be signed by an authorized officer and the corporate seal affixed. No
postage is required if mailed in the United States.

Signature: _______________________ Date___________

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW: _____________

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