HANDY & HARMAN

                            1982 STOCK OPTION PLAN

         1. Purpose. The purpose of the 1982 Stock Option Plan (the "Plan") is
to benefit Handy & Harman and its subsidiaries (the "Company") by providing for
the acquisition of a greater personal and financial interest in the Company by
key employees upon whom the Company is dependent for success.

         2. Participants. Options shall be granted under the Plan to key
employees of the Company, including directors of the Company who are also
salaried officers, who perform services of special importance to the management,
operation and development of the Company.

         3. Administration of the Plan. The Plan shall be administered by a
Committee (the "Committee") appointed by and responsible to the Board of
Directors. The Committee shall consist of not less than three directors who
shall not be eligible to participate in the Plan while members of the Committee.
It shall have the power to select optionees, to establish the number of shares
and the other terms applicable to each option, to construe the provisions of the
Plan, and to adopt rules and regulations governing the administration of the
Plan.

         The Committee shall have the authority to amend the Plan without the
necessity of obtaining further approval of the stockholders, unless such
approval is required by law.

         4. Effective Date and Termination of the Plan. The effective date of
the Plan shall be February 1, 1982, and the Plan shall terminate on January 1,
1992, or at such earlier time as the Board of Directors may determine. Any
option outstanding under the Plan at the time of its termination shall remain in
effect until it shall have been exercised or shall have expired or otherwise
terminated pursuant to the provisions of the Plan.

         5. Stock Subject to Options. The number of shares to be subject to
options hereunder shall not exceed 500,000 shares of the Common Stock, $1.00 par
value, of the Company ("Common Stock"), subject to adjustment as provided in
Section II hereof. Any shares subjected to an option under the Plan, which
option expires or is terminated unexercised as to such shares, may again be
subjected to an



option under the Plan. The Committee may require the surrender of outstanding
options as a condition precedent to the grant of new options under the Plan.

         6. Payment of Purchase Price. The purchase price of each share acquired
pursuant to the exercise of any option shall be paid in full at the time of such
purchase, and a certificate representing shares so purchased shall be delivered
to the persons entitled thereto. The Committee shall have the sole discretion to
determine at the time of grant of the option the form (cash, shares of Common
Stock, or a combination thereof) in which payment of the purchase price may be

made.

         7. Types of Options. Options granted under the Plan shall be in the
form of (i) incentive stock options as defined in Section 422A of the Internal
Revenue Code, and (ii) options not qualifying under such section ("nonqualified
options").

         8. Terms and Conditions of Incentive Stock Options. An incentive stock
option granted under the Plan shall contain such terms and conditions as are
determined by the Committee, subject to the following provisions:

         (a) Such option by its terms shall not be exercisable after the
expiration of ten years from the date such option is granted.

         (b) The option price shall not be less than 100 percent of the fair
market value of the Common Stock at the time such option is granted.

         (c) Such option by its terms shall not be transferable by the optionee
otherwise than by will or the laws of descent and distribution and shall be
exercisable, during his lifetime, only by him.

         (d) If the optionee's employment by the Company shall terminate for any
reason other than death, the option shall terminate three months after the date
the optionee ceases to be an employee of the Company (one year after such date
if the optionee was disabled within the meaning of Section 105(d)(4) of the
Internal Revenue Code on such date), or on the option's expiration date if
earlier.

         (e) No option shall be granted after ten years from the effective date
of the Plan, as set forth in Section 4.

         (f) No option shall be granted to any individual who, at the time of
the proposed grant, owns Common Stock possessing more than ten percent of the
voting


                                      2



power of all classes of stock of the Company or any of its subsidiary
corporations unless (i) the option price of such option is, at the time of the
grant, at least 110 percent of the fair market value of the Common Stock subject
thereto and (ii) such option is by its terms not exercisable after more than
five years from the date of grant.

         (g) Each new incentive stock option by its terms shall not be
exercisable while there is outstanding any incentive stock option which was
granted, before the granting of such new option, to a participant to purchase
Common Stock of the Company or stock of any parent or subsidiary corporation. An
option shall be deemed outstanding for purposes of this subsection (g) until
such option or a related stock appreciation right is exercised in full or
expires by reason of lapse of time.


         (h) The aggregate fair market value of Common Stock (determined as of
the date each incentive stock option is granted) for which any employee may be
granted incentive stock option in any calendar year under the Plan (or any other
plan of the Company or a parent or subsidiary thereof) shall not exceed $100,000
(the "$100,000 Annual Limit") plus the amount of any "Unused Limit Carryover"
(as hereinafter defined) available for such year. If the aggregate fair market
value of Common Stock subject to incentive stock options granted to an optionee
in a calendar year after 1980 is less than the $100,000 Annual Limit, one-half
of the difference (the "Unused Limit Carryover") may be carried forward and
taken into account in each of the three succeeding calendar years, but only to
the extent that such Unused Limit Carryover has not been used in prior calendar
years. The amount of incentive stock options granted during any calendar year
shall be treated as first using up the $100,000 Annual Limit and then using up
any available Unused Limit Carryovers in the order of the calendar years in
which such Unused Limit Carryovers arose.

         9. Terms and Conditions of Nonqualified Options. A nonqualified option
granted under the Plan shall be subject to the provisions of subsections (a),
(b), (c) and (e) of Section 8 hereof, and such other terms and conditions as are
determined by the Committee.

         10. Stock Appreciation Rights. Stock appreciation rights may be granted
by the Committee in connection with any stock option at the time of grant of
such option. Stock appreciation rights shall be subject to the following terms
and conditions and to such other terms and conditions, not inconsistent with
the Plan, as the Committee shall determine:


                                      3



                  (a) Stock appreciation rights shall be exercisable, in whole
or in part, at such time or times and to the extent that the option to which
they relate shall be exercisable, and shall expire simultaneously with the
option to which they relate.

                  (b) Upon exercise of a stock appreciation right, the related
option or portion thereof shall be surrendered to the Company in exchange for
payment by the Company of shares of Common Stock (at the fair market value
thereof) or cash or a combination thereof in an amount equal to the excess of
the aggregate fair market value of the shares subject to the option or portion
thereof being surrendered over the aggregate option price thereof; provided,
however, that fractional shares shall not be issued. Any option, to the extent
surrendered, shall thereupon cease to be exercisable.

                  (c) The Committee shall have the sole discretion to determine
the form in which payment (i.e., cash, shares of Common Stock, or any
combination thereof) will be made.

                  (d) Stock appreciation rights shall be transferable only when
the options to which they relate are transferable, and under the same
conditions.


                  (e) A stock appreciation right may be exercised only when the
market price of Common Stock exceeds the option price of the option to which the
stock appreciation right relates.

         11. Adjustment in Event of Recapitalization of the Company. In the
event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the Board of
Directors shall make an appropriate adjustment in the number and the kind of
shares that may be subjected to options under the Plan and the number and kind
of shares covered by options granted, and in the option price.


                                      4