0001445305-12-001772 Sample Contracts

FOURTH AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 15th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York

THIS FOURTH AMENDED AND RESTATED MANAGEMENT AGREEMENT is entered into effective as of May 11, 2012, by and among Steel Partners Holdings L.P. (formerly WebFinancial L.P.) a Delaware limited partnership (the “Partnership”), SPH Group LLC, a Delaware limited liability company and a directly and indirectly wholly owned subsidiary of the Partnership (“Group”), and SP General Services LLC, a Delaware limited liability company (successor by assignment from Steel Partners LLC, a Delaware limited liability company) (together with its permitted assignees, the “Manager”).

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Amendment to Employment Agreement by and among WHX Corporation, Handy & Harman, and James F. McCabe, Jr., effective January 1, 2009
Employment Agreement • May 15th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products

THIS AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and among WHX Corporation, a Delaware corporation, Handy & Harman, a New York company (collectively the “Companies”), and Jim McCabe (“Executive”), effective as of January 1, 2009.

Second Amendment to Employment Agreement by and among WHX Corporation, Handy & Harman, and James F. McCabe, Jr., effective January 4, 2009
Employment Agreement • May 15th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) made as of this 3rd day of January, 2009, by and among WHX Corporation and Handy & Harman, including each of their parents, subsidiaries and affiliates (the “Company” or “Employer”), and James McCabe (“Executive”).

Employment Agreement by and among WHX Corporation, Handy & Harman, and James McCabe, Jr. dated as of February 1, 2007
Employment Agreement • May 15th, 2012 • Steel Partners Holdings L.P. • Miscellaneous primary metal products • New York

THIS AGREEMENT, dated and effective as of February 1, 2007, is entered into by and among WHX CORPORATION ("WHX"), a corporation organized under the laws of the State of Delaware, HANDY & HARMAN ("H&H"), a corporation organized under the laws of the State of New York, each with principal offices located at

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