Handy & Harman
               Executive Post-Retirement Life Insurance Program

                  1. Establishment and Purpose. Handy & Harman (the "Company")
hereby establishes the Handy & Harman Executive Post-Retirement Life Insurance
Program (the "Program"), effective as of February 1, 1995. The purpose of the
Program is to benefit the Company and its stockholders by providing incentive to
eligible key employees of the Company to remain employed with the Company until
their retirement by providing life insurance benefits at the Company's expense.

                  2. Eligibility. The Program is available to those executive
officers of the Company ("Participants") who are (i) designated by the
Compensation Committee of the Board of Directors of the Company (the
"Committee") as eligible for participation in the Company's Supplemental
Executive Retirement Plan (the "SERP"), and (ii) determined to be insurable to
the satisfaction of the Program's then current insurance provider.
Notwithstanding anything contained herein to the contrary, it is contemplated
that a Participant may elect to irrevocably assign all benefits and rights
arising hereunder to a trust established by such Participant (an "Insurance
Trust") and, in such case, certain benefits and rights arising hereunder
attributed to a Participant shall be construed as benefit and rights attributed
to such Insurance Trust.

                  3. Life Insurance Benefit. (a) The Company shall cause to be
maintained a variable appreciable life insurance policy (the "Pre-Retirement
Policy") on the life of each participant in an amount (the "Pre-Retirement
Benefit") equal to four (4) times the Participant's annual base salary as in
effect from time to time ("Annual Base Salary"). The Beneficiary (as defined
below) of each participant with respect to whom the Company's obligations have
not ceased under Section 4 hereof shall be entitled to receive (as soon as
practicable following the Participant's death) a lump-sum cash payment equal to
the Pre-Retirement Benefit. All amounts contributed by the Company towards the
funding of the Pre-Retirement Policy shall, at all times, be determined on an
actuarially sound basis.

                  (b) The Company shall cause to be maintained an adjustable
life insurance policy (the "Post-Retirement Policy") on the life of each
Participant in an amount (the "Post-Retirement Benefit") equal to two (2) times
the Participant's Annual Base Salary. Until the Participant's Retirement (as
defined below), the "Company shall have all of the ownership rights in the
Post-Retirement Policy and shall be designated the beneficiary of the
Post-Retirement Benefit. As soon as



practicable following the Participant's Retirement, the Company shall transfer
its ownership rights (including, without limitation, the right to designate a
beneficiary) in the Post-Retirement Policy to each Participant (or, an Insurance
Trust, if applicable) with respect to whom the Company's obligations have not
ceased under Section 5 hereof, in accordance with the terms and conditions
contained in Section 5 hereof. All amounts contributed by the Company towards

the funding of the Post-Retirement Policy shall, at all times, be determined on
an actuarially sound basis.

                  4. Conditions to Receipt of the Pre-Retirement Benefit. (a)
The Company shall have no obligation to maintain the Pre-Retirement Policy or to
provide the Pre-Retirement Benefit in respect of any participant who separates
from service with the Company, for any reason whatsoever, effectively
immediately following such separation from service with the Company.

                  (b) The Company shall have the right to condition the payment
of the Pre-Retirement Benefit and continued participation in the Program on the
annual payment to the Company of an amount equal to the "economic benefit"
received by such Participant, calculated in accordance with U.S. Department of
Treasury regulations, in respect of the Pre-Retirement Policy. The payment of
such economic benefit portion by the Participant (or, an Insurance Trust, if
applicable) to the Company shall be made pursuant to procedures established by
the Company. Upon the receipt of the economic benefit portion by the Company,
the Company may pay to such Participant additional compensation in an amount
equal to the economic benefit portion.

                  5. Conditions to Receipt of the Post-Retirement Benefit. (a)
The Company shall have no obligation to maintain the Post-Retirement Policy or
to provide the Post-Retirement benefit under the Program in respect of any
participant who separates from service with the Company, for any reason
whatsoever, prior to such Participant's Retirement (as such term is defined in
the Handy & Harman Pension Plan or any successor plan thereto.). Notwithstanding
the foregoing, (i) if a Participant separates from service with the Company
prior to Retirement and is vested in the SERP at such time, the Company shall
transfer to such Participant (or, an Insurance Trust, if applicable) its
ownership rights in the Post-Retirement Policy (including, without limitation,
the right to designate a beneficiary) effective upon such separation from
service; provided, however, that the Company may, in its sole discretion,
require such Participant (or an Insurance Trust, if applicable) to pay to the
Company an amount equal to the cash surrender value of such Post-Retirement
Policy as a condition precedent to such transfer, and (ii) if a Participant
separates

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from service with the Company prior to Retirement and is not then vested in the
SERP, the Company shall have no further obligations to such Participant but may,
in its sole discretion, provide such participant (or, an Insurance Trust, if
applicable) with the option to receive a transfer from the Company of its
ownership rights in the Post-Retirement Policy (including, without limitation,
the right to designate a beneficiary); provided, however, that the payment to
the Company of an amount equal to the cash surrender value of the
Post-Retirement Policy shall be a condition precedent to such transfer. Upon a
transfer described in this paragraph (a), the Company shall have no obligation
to pay premiums on the Post-retirement Policy and shall have no further
obligations to the Participant under the Program.

                  (b) In the event that a Participant separates from service
with the Company after Retirement, the Company shall transfer its ownership

rights in the Post-Retirement Policy (including, without limitation, the right
to designate a beneficiary) to such Participant (or, an Insurance Trust, if
applicable). Upon a transfer described in this paragraph (b), to the extent that
such transfer shall cause the Participant to incur additional federal, state or
local income taxes, the Company shall pay to such Participant an amount (the
"Tax Reimbursement") such that the net amount of the Tax Reimbursement retained
by such Participant after deduction of any federal, state and local taxes
attributable to (i) the transfer of the Post-Retirement Policy from the Company
to the Participant (or, an Insurance Trust, if applicable) and (ii) the payment
of the Tax Reimbursement by the Company to the Participant, shall equal zero.
Upon a transfer described in this paragraph (b) but subject to Section 6 hereof,
the Company shall continue to make all required premium payments on the
Post-Retirement Policy on behalf of the Participant. Any and all determinations
to be made in calculating the Tax Reimbursement shall be made by the Company, in
its sole discretion.

                  6. Amendment and Termination of the Program. The Company,
through its Board of Directors, shall maintain at all times complete authority
to terminate the Program or amend or modify the provisions thereof at any time;
provided, that any such termination, modification or amendment which will
adversely affect the rights of a Participant shall become effective no less than
two years after notice of such termination, modification or amendment is
provided to such affected Participant; further, provided, that any purported
termination of the Program shell be effective only to the extent that it
equivalently affects the rights of each respective Participant, similarly
situated, whether or not actively employed with the Company at such time; and
further, provided, that this Section 6 may not be deleted

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or amended in any manner without the consent of each Participant who is then
actively employed with the Company.

                  The Company's authority includes the right to discontinue the
PreRetirement and Post-Retirement Benefits at any time. In the event that any
Participant shall no longer remain a Participant, for any reason whatsoever,
including, without limitation, by reason of a termination of the Program (i) the
Company shall not cause to maintain any policy issued in respect of such
Participant pursuant to the Program unless such former Participant (or, an
Insurance Trust, if applicable) remains entitled, at all times, to designate the
Beneficiary of such policy, (ii) the Company shall borrow the maximum amount
under the Pre-Retirement Policy and such policy (net of any outstanding loans
thereof) shall be transferred to the Participant (or, an Insurance Trust, if
applicable), (iii) if the former Participant was then Retired, the Company shall
cease making premium payments on the Post-Retirement Policy, and (iv) if the
former Participant was not then Retired, the Company shall transfer its
ownership rights (including, without limitation, the right to designate a
beneficiary) in the Post-Retirement Policy to such former Participant (or, an
Insurance Trust, if applicable) and such former Participant shall be entitled
to receive from the Company the Tax Reimbursement determined in accordance with
Section 5(b) hereof.

                  7. Named Fiduciary and Plan Administrator. Paul E. Dixon, R.N.

Daniel and Stephen B. Mudd are hereby designated the "Named Fiduciaries". The
Named Fiduciaries (i) shall be responsible for the management, control and
administration of the Program and (ii) may allocate to others certain aspects of
the management and operational responsibilities of the Program, including the
employment of advisors and the delegation of any ministerial duties to
qualified individuals. Additional information concerning the Program may be
obtained upon written or oral request from Stephen B. Mudd (the "Plan
Administrator"), Handy & Harman, 250 Park Avenue, New York, New York 10177,
telephone number (212) 309-0682.

                  8. Claims Procedure. Claims for Benefits may be filed on forms
provided by the Plan Administrator. If a claim for the Benefit is wholly or
partially denied, the Beneficiary shall receive written notice explaining the
reason for the denial and the Program provision on which it was based. The
Beneficiary shall also be notified of any additional material or information
necessary to submit to perfect the claim and the reasons such information is
necessary. In order to appeal a denial of a claim, the Beneficiary may request
review of the claim by submitting written application not later than 60 days
after receiving written notification of the claim

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denial. The Beneficiary may also review pertinent documents and submit issues
and comments in writing. These requests should be sent to the Plan
Administrator. They will be reviewed within 60 days after the Plan
Administrator's receipt of such request and a decision will be communicated to
the Beneficiary in writing not later than 120 days after receipt of such
request.

                  9. No Right to Continued Employment. Nothing in the Program or
any other agreement entered into pursuant hereto shall confer upon any
Participant the right to continue in the employ of the Company or to be entitled
to any remuneration or benefits not set forth in the Program or such other
agreement or to interfere with or limit in any way the right of the Company to
terminate such Participant's employment.

                  10. Interpretation. The Company shall at all times have the
sole authority, in its absolute discretion, to adopt, amend and rescind such
rules and regulations as, in its opinion, may be advisable in the administration
of the Program, to construe and interpret the Program, and to make all other
determinations deemed necessary or advisable for the administration of the
Program. All decisions, determinations and interpretations of the Company shall
be final and binding on all Participants, Beneficiaries and other interested
parties.

                  11. Beneficiary. A Participant (or, an Insurance Trust, if
applicable) may select a beneficiary (the "Beneficiary") by filing with the
Plan Administrator a written designation of a Beneficiary on such form as may
be prescribed by the Committee and may, from time to time, amend or revoke such
designation; provided that the Participant (or, an Insurance Trust, if
applicable) may elect to irrevocably designate the Beneficiary. Except in the
case of an irrevocable designation of a Beneficiary, if no Beneficiary survives
the Participant, the executor or administrator of the Participant's estate or,

in the case where the participant has assigned all benefits and rights arising
hereunder to an Insurance Trust, the then trustee of such Insurance Trust, as
the case may be, shall be deemed to be the Beneficiary.

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