Charter of Audit Committee -WHX - 2007

AUDIT COMMITTEE CHARTER OF Handy & Harman Ltd. Adopted February 28, 2007 __________________________________________ Purpose of the Audit Committee The Audit Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Handy & Harman Ltd. (the "Company") established for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of its financial statements. The purposes of the Committee shall be to assist the Board in fulfilling its oversight responsibilities to the stockholders, potential stockholders, the investment community, and others, with respect to: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditors' qualifications and independence; and (iv) the performance of the Company's internal audit function and independent auditors. The Committee shall serve as an independent and objective party to oversee the Company’s financial reporting process and internal control system. In so doing, the Committee shall maintain free and open communication among the Committee, the independent auditors, and the management of the Company. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and to engage, determine funding for, and obtain ...