10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number 000-50300

WHEELING-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	55-0309927
(State of Incorporation)	(I.R.S. Employer Identification No.)
1134 Market Street, Wheeling, WV	26003
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (304) 234-2400

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value per share Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                    Accelerated filer þ                    Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o     No þ

The aggregate market value of the outstanding common stock held by non-affiliates as of June 30, 2006 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $236 million. Shares of common stock held by the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust and by executive officers and directors of the registrant are not included in the computation. However, the registrant has made no determination that such persons are “affiliates” within the meaning of Rule 405 under the Securities Act of 1933.

Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ     No o

The registrant had 15,287,293 shares of its common stock, par value $0.01 per share, issued and outstanding as of February 28, 2007.

Documents Incorporated by Reference:

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for its 2007 Annual Meeting of Stockholders filed or to be filed pursuant to Regulation 14A (Proxy Statement)

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		16
Item 1B.	Unresolved Staff Comments		22
Item 2.	Properties		22
Item 3.	Legal Proceedings		23
Item 4.	Submission of Matters to a Vote of Security Holders		25
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		27
Item 6.	Selected Financial Data		29
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 8.	Financial Statements and Supplementary Data		50
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		89
Item 9A.	Controls and Procedures		89
Item 9B.	Other Information		89
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		90
Item 11.	Executive Compensation		95
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		95
Item 13.	Certain Relationships and Related Transactions and Director Independence		97
Item 14.	Principal Accounting Fees and Services		99
PART IV
Item 15.	Exhibits, Financial Statement Schedules		100
Signatures			104
EX-3.2
EX-10.12.8
EX-10.12.9
EX-10.12.10
EX-10.12.11
EX-10.12.12
EX-10.23
EX-10.24
EX-10.25
EX-10.26
EX-10.27
EX-10.28
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I

Item 1. BUSINESS

Overview

Wheeling-Pittsburgh Corporation (WPC) is a Delaware holding company that, together with its several subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. WPC sold 2,329,667 tons of steel and steel products in 2006. Net sales totaled $1,770.8 million in 2006. Our principal operating subsidiary is Wheeling-Pittsburgh Steel Corporation (WPSC), a Delaware corporation, whose headquarters is located in Wheeling, West Virginia. WPC was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corporation.

We produce flat rolled steel products for converters and processors and steel service centers, and the construction, container and agriculture markets. Our product offerings are focused predominantly on higher value-added finished steel products such as cold rolled products, fabricated products and tin and zinc coated products. Higher value-added products comprised 60.8% of our shipments during 2006. In addition, we produce hot rolled steel products, which represent the least processed of our finished goods. The commissioning of our new Consteel^® electric arc furnace (EAF), along with the de-commissioning of one of our two blast furnaces, has transformed our operations from an integrated producer of steel to a hybrid producer with characteristics of both an integrated producer and a mini-mill.

Wheeling Corrugating Company (WCC), an operating division of WPSC, manufactures our fabricated steel products for the construction, agricultural and highway markets. WCC products represented 21.7% of our steel tonnage shipped during 2006. WPSC also has ownership interests in three significant joint ventures. Wheeling-Nisshin, Inc. (Wheeling-Nisshin) and Ohio Coatings Company (OCC), which consumed 23.1% of our steel tonnage shipped during 2006, represented 18.5% of our net sales for 2006. Wheeling-Nisshin and OCC produce value-added steel products from materials and products primarily supplied by us. On September 29, 2005, we entered into a third significant joint venture, Mountain State Carbon, LLC (MSC), which owns and is refurbishing the coke plant facility that we contributed to it. MSC sells the coke produced by the coke plant to us and our joint venture partner.

Prior to August 1, 2003, we were a wholly-owned subsidiary of WHX Corporation. On November 16, 2000, we and eight of our then-existing wholly-owned subsidiaries, which represented substantially all of our business, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code, and emerged from bankruptcy on August 1, 2003.

Recent Developments

Merger Proposals; Proxy Contest; Directors and Officers

Our strategic partner search process began in the summer of 2005. Our Board of Directors engaged UBS Investment Bank (UBS) and conducted a series of management discussions and site visits with potential strategic partners. Although a number of parties expressed interest, management and their advisers principally held discussions with Esmark Incorporated (Esmark) and Companhia Siderúrgica Nacional (CSN). Initial discussions with Esmark began in June 2005. Wheeling-Pittsburgh and Esmark entered into a confidentiality agreement in July 2005 and Esmark proceeded with preliminary due diligence review. Initial discussions with CSN began in December 2005.

On July 17, 2006, The Bouchard Group LLC and Esmark announced their intention to seek the election of a new slate of directors at our 2006 annual meeting. On October 19, 2006 Esmark filed a definitive proxy statement for the election of their proposed director nominees and stated their further intention, if successful in the election of their nominees to our Board of Directors, to appoint a new management team and to present a merger proposal to our Board of Directors to merge Esmark with the Company.

We announced our preliminary agreement to enter into a merger transaction with CSN in August of 2006, and on October 24, 2006, we entered into a definitive merger agreement with CSN.

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At our annual stockholders meeting held on November 17, 2006, our stockholders elected all of the Esmark nominees together with the two representatives of the United Steelworkers of America (USW) who were installed as our Board of Directors on November 30, 2006 upon certification of the election results. Immediately thereafter, the Board of Directors appointed members of our audit committee, compensation committee, nominating and corporate governance committee, executive committee, safety and environmental committee and finance committee.

On December 5, 2006, our Board of Directors appointed a committee comprised of five of its independent directors (Independent Committee) to evaluate third party merger proposals, including the CSN merger agreement and the Esmark merger proposal.

By letter dated December 12, 2006, CSN terminated its merger agreement with us and withdrew its enhanced proposal publicly announced November 6, 2006.

On March 16, 2007, the Company and Esmark entered into a definitive merger agreement providing for the formation of a new holding company (NewCo) in which our existing stockholders would receive one share of NewCo’s common stock for each share of the Company’s common stock held by each of our stockholders. Esmark stockholders would receive 17.5 million shares of the new company’s common stock in the aggregate, plus additional shares of common stock for any new equity raised by Esmark prior to May 15, 2007. In addition to the share for share exchange, our stockholders may elect to receive either (1) a put right allowing the stockholder to put back to NewCo within a ten day period each of the shares of NewCo that were issued to such stockholder in the exchange for $20.00 per share, subject to a maximum of $150.0 million being paid for all exercised put elections, or (2) an underwritten right to purchase one additional share of NewCo common stock for each share of the Company’s stock that was exchanged by such stockholder at $19.00 per share within a ten day period, subject to a maximum of $200.0 million worth of NewCo common stock (at such $19.00 price) being purchased under the purchase rights. As a condition to the closing of the merger, Franklin Mutual Advisers, LLC (Franklin) and the Company are required to enter into a standby purchase agreement that will require Franklin to purchase any of the foregoing unexercised purchase rights (up to a maximum of $200.0 million) and that, in any event, will obligate the Company to provide Franklin a minimum of $50.0 million in purchase rights. In each case, Franklin’s purchase rights are exercisable at a $19.00 per share price. Both the put and rights elections are subject to proration if the elections exceed the specified amounts. The transactions contemplated by the definitive agreement are subject to stockholder approval. The transaction is expected to be completed in the summer of 2007.

New Management

On November 30, 2006, the newly elected Board of Directors elected James P. Bouchard as Chairman of the Board of Directors and Chief Executive Officer of the Company and Craig T. Bouchard as Vice Chairman of the Board of Directors and President of the Company effective December 1, 2006. Shortly thereafter the Board of Directors appointed several new executives to our management team for both the Company and WPSC.

Production, Shipments and Pricing

During 2006, we produced 2,502,315 tons of steel slabs. Our EAF produced 1,220,729 tons of liquid steel during 2006. From November 20, 2006 through January 31, 2007, we discontinued operating our EAF to conserve cash. As a result of excess inventory at steel service centers leading to a decrease in demand for steel products, we decided to produce hot metal using our blast furnace and basic oxygen furnace, utilizing raw materials on hand, rather than operate our EAF which would have required additional outlays for the purchase of scrap. The EAF was restarted in February 1, 2007.

Steel shipments totaled 2,329,667 tons during 2006. Steel prices increased during the first eight months of 2006 before decreasing during the last four months of the year.

We completed installation of hot strip mill automatic roll changers at our primary steel-making facility in February 2006. The automatic roll changers have increased our annual hot rolling capacity to an estimated 3,400,000 tons per year.

Raw Materials

Critical raw materials, principally iron ore, purchased coke, zinc and natural gas, reflected price increases during 2006. The cost of coke produced by our MSC joint venture decreased during 2006.

Insurance Recovery

As the result of the basic oxygen furnace ductwork collapse that occurred in December 2004, we received $12.7 million in business interruption insurance recoveries during the first quarter of 2006. We received an additional recovery of $6.1 million during the first quarter of 2007, which was recorded as a reduction of cost of goods sold in 2006. We continue to pursue additional recoveries related to this matter.

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Stock Unit Awards

On March 10, 2006, we granted 145,998 stock unit service awards and 103,339 stock unit performance awards to certain employees under our management stock incentive plan, as amended. On December 19, 2006, we granted an additional 171,000 stock unit service awards under the plan. Stock unit service awards will vest to each individual based solely on service, subject to forfeiture, in general, over a three-year period from the date of grant. Stock unit performance awards will vest to each individual in full, subject to forfeiture, on March 31, 2009, based on a combination of service and market performance, as defined by the plan. Each stock unit award is equivalent to one share of our common stock. We, at our sole discretion, have the option of settling stock unit awards in cash or by issuing common stock or a combination of both.

Net Operating Loss Carryover Limitation

Based on information available to us, we believe that we underwent an “ownership change” pursuant to Section 382 of the Internal Revenue Code in the second quarter of 2006. As a result, our ability to utilize net operating loss carryovers to reduce taxable income in subsequent years will be subject to statutory limitations on an annual basis. Our net operating loss carryover as of December 31, 2006 approximated $344.1 million. We estimate that our ability to offset post-ownership change taxable income will be limited to approximately $8.0 million to $10.0 million per year. We believe that there are built-in gains inherent in the value of the Company’s assets that, when and if realized, may increase this annual limitation during the five-year period from the date of the ownership change. We are currently assessing the extent of these built-in gains.

Termination of Stockholder Rights Plan

On October 24, 2006, we terminated the Stockholder Rights Plan adopted by us on February 14, 2005.

Credit Arrangements and Covenant Compliance

In March 2006, we reached agreement with both the lenders under our term loan agreement and the Emergency Steel Loan Guarantee Board (Loan Board), the Federal loan guarantor, to waive compliance with the leverage, interest coverage and fixed charge coverage ratios under our term loan agreement through the quarter ending June 30, 2007. Through March 16, 2007, the term loan agreement, as amended, required us to maintain minimum borrowing availability of at least $50.0 million under our revolving credit facility at all times or to maintain a minimum fixed charge coverage ratio. Our revolving credit facility also required us to maintain minimum borrowing availability of at least $50.0 million at all times or to comply with a minimum fixed charge coverage ratio.

We met the minimum fixed charge coverage ratio for the quarter ended December 31, 2006. As a result, we are not required to maintain $50.0 million of borrowing availability under our revolving credit facility during the first quarter of 2007.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million of such excess collateral over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225.0 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provides for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit, previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative amendments with regard to activities related to MSC.

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The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Private Placement

On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, as well as James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President agreed to purchase convertible notes from us, and on March 16, 2007, we received $50.0 million and issued convertible subordinated promissory notes. Pursuant to the terms of such notes, the debt will be convertible into our common stock upon consummation of a merger between us and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to our term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the merger between us and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The $50.0 million will be used to pay down $37.5 million of indebtedness under our term loan agreement and for general corporate purposes.

Business Strategy

Our business strategy has been focused on making our cost structure more variable, reducing our ongoing maintenance and capital expenditure requirements, providing flexibility to react to changing economic conditions, and expanding our participation in markets for higher value-added products. During 2006 we pursued a number of opportunities to join with a strategic partner as an improved means of accomplishing our business strategy. On November 17, 2006, our stockholders elected a new slate of directors that had been proposed by Esmark. Our new Board of Directors appointed a substantially new management team in December, 2006. Esmark presented a merger proposal to the Independent Committee of our Board of Directors, which was formed for the purpose of evaluating third party merger proposals, including the CSN merger agreement and the Esmark merger proposal.

Electric arc furnace production

Our new EAF has transformed our operations from a pure integrated producer of steel to a hybrid producer of steel with characteristics of both an integrated producer and mini-mill. Our EAF is differentiated from the capabilities of most mini-mills by its ability to use both a continuous scrap feed and liquid iron as an alternative metallic input, rather than scrap and scrap substitutes. Compared to integrated steel production, the EAF has several advantages, including lower capital expenditures for construction of facilities, a more variable cost structure, lower energy requirements and limited ongoing maintenance and capital expenditure requirements to sustain operations. Further, the construction of the EAF with the simultaneous de-commissioning of one of our two blast furnaces significantly reduced our requirements for coke as described below.

We expect that the EAF will have an annual capacity of up to 2.5 million tons of liquid steel. Construction and installation of the EAF was completed in the fourth quarter of 2004, with the first heat occurring in November 2004.

The liquid iron that can be used as a metallic input for the EAF will be produced using our remaining blast furnace operation, providing us with additional flexibility relating to raw materials. We believe that the more variable cost structure of the EAF and flexibility in raw material input utilization will enable our costs to more closely track market conditions than those of many integrated producers and will support our margins in market downturns. From November 20, 2006 through January 2007, we discontinued operating our EAF to conserve cash. As a result of excess inventory at steel service centers leading to a decrease in demand for steel products, we decided to produce hot metal using our blast furnace and basic oxygen furnace, utilizing raw materials on hand, rather than operate our EAF which would have required additional outlays for the purchase of scrap. The EAF was restarted in February 2007.

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Strategic capital projects to improve productivity and cost position

We completed installation of new automatic roll changers on the finishing mills at our hot strip mill in February 2006, which expanded our annual hot rolling capacity by 0.6 million tons to 3.4 million tons and optimizes throughput, which should result in lower costs. Supplemental slab sourcing arrangements should enable us to utilize of this incremental capacity by rolling purchased slabs and converting slabs for others into hot rolled products. Upgrades of our Yorkville tandem cold rolling mill and continuous anneal line were completed in December 2005 to enable us to gain 70,000 tons per year in production capability of cold rolled products. In addition, we plan to upgrade our temper mill and install a final inspection line at our Allenport facility. These and other improvements are intended to increase our downstream capacity and improve the quality and market penetration of our value-added cold rolled products.

Capitalize on our excess coke capacity

With our new EAF, and the idling of one of our two blast furnaces in May 2005, we had coke production capability in excess of our historical requirements.

On September 29, 2005, WPSC and SNA Carbon LLC (SNA Carbon), a wholly-owned subsidiary of Severstal North America, Inc. (SNA), entered into an Amended and Restated Limited Liability Company Agreement of MSC, a limited liability company formed to own and refurbish the coke plant facility contributed to it by WPSC and to produce and sell metallurgical coke to and for the benefit of both parties. WPSC contributed its existing coke plant facility and has contributed $8.1 million in cash to MSC through December 31, 2006. WPSC is committed to make additional cash contributions of $25.0 million to MSC during 2007. SNA Carbon has contributed $120 million in cash to MSC through December 31, 2006. WPSC and SNA Carbon each received a 50% voting interest in MSC upon formation and a 50% non-voting capital stock interest in MSC once each member contributed a total $90.0 million to MSC. Effective January 1, 2007, both parties are entitled to 50% of the coke produced by the facility.

The refurbishment project includes the rebuild of the No. 8 coke battery, construction of which began in the fourth quarter of 2005 and was substantially completed in early 2007 for a capital investment of approximately $130.0 million. The rebuild is expected to extend the service life of the battery by 12-15 years. The ongoing refurbishment project also includes additional capital investments related to the Nos. 1, 2 and 3 coke batteries, infrastructure, and certain other items.

Achieve balanced exposure to spot and contract business

We aim to achieve a balanced mix between spot and contract business. We believe that contract business, which we define as agreements with terms in excess of three months, offers insulation from the volatility of the spot market. However, contract type business also could limit upside potential in a tight market situation. A reasonable balance offers relatively predictable volumes and an opportunity to enhance product mix as well as to take advantage of spot opportunities. Currently, we have a relatively high exposure to the spot market, comprising approximately 75% of our sales. In the long-term, we seek to increase our mix of contract business to 40% by targeting sales to end use customers versus spot sales to service centers and processors. This mix is expected to provide enhanced stability in fluctuating market conditions and, at the same time, should allow us to take advantage of positive pricing in tighter markets. We will continue to target customers that purchase our products over prolonged periods of time and value consistency of supply.

Optimize the sale of downstream value-added products

We continue to seek a product mix that offers high returns and increases our stability. Our long-term strategy includes a focus on higher value-added products with higher engineering content. We will continue to identify products and markets that offer higher returns and increase stability. We believe that our new operating configuration will allow us to continue to produce a full range of products. We aim to increase our market penetration of cold rolled products through capital expenditures and changes in operating practices at our Allenport and Yorkville cold finishing mills, which are expected to result in higher quality cold rolled products. These initiatives are expected to help to further penetrate the desirable OEM marketplace.

Steel Industry Steel making in the U.S. is a highly competitive and capital-intensive industry with approximately 107 million tons of domestic shipments in 2006. Estimated domestic consumption was approximately 98 million tons in 2006 and is expected to increase in 2007. Total annual steel consumption in the U.S. was approximately 134 million tons in

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2006, 114 million tons in 2005 and 127 million tons in 2004. Imports of finished steel totaled approximately 36 million tons in 2006, 25 million tons in 2005 and 28 million tons in 2004.

In the U.S., flat rolled steel is produced either by integrated steel facilities or mini-mills. Integrated steel makers typically produce flat rolled products by using blast furnaces to combine iron ore, limestone and coke into hot iron. Scrap metal is then added to the hot iron to produce liquid steel through a basic oxygen furnace (BOF), which removes impurities. After the liquid steel is metallurgically refined, it is processed through a continuous caster to form slabs. These slabs are further shaped or rolled into flat sheets at a hot strip mill or a plate mill. Various finishing processes may follow whereby the steel is treated through pickling, cold-rolling, annealing, tempering or coating.

The quality of steel products produced through the integrated process is generally more suitable for a wider variety of high quality specialized uses than those produced through the mini-mill process because less scrap, which contains impurities, is used. As a result, integrated steel products are typically used for more value-added applications. Integrated mills are also characterized by more production steps and man-hours and higher costs of productive capacity and ongoing maintenance. Current restructuring efforts by integrated steel mills have focused on reducing these costs through increased labor flexibility and efficiency and using automation to increase labor productivity.

A mini-mill utilizes an EAF to melt scrap and scrap substitutes, eliminating the need for iron ore and coke inputs. The liquid steel can be metallurgically refined before it is cast into thin slabs which are further processed in-line to produce flat sheets similar to those produced by integrated steel makers. Similar finishing processes often follow.

The quality of mini-mill produced steel products is dependent on the quality of the scrap used as a raw material. However, in recent years, domestic mini-mills have increased the quality of their steel products. Typically, mini-mills are more cost efficient than integrated producers because they require less capital to operate and maintain. The correlation of scrap prices with steel selling prices represents the main advantage of the mini-mill and EAF strategy. This correlation has historically provided a relatively constant metal margin, or the difference between steel selling prices and scrap prices, to the mini-mills over the business cycle. This relatively constant metal margin has typically caused mini-mills to perform better in downturns than integrated producers.

Industry Consolidation

The fragmented U.S. steel industry has experienced volatile market conditions, characterized by declining prices, fluctuating capacity, low demand growth and increased foreign imports. These conditions and additional constraints produced by significant underfunded pension and retiree health care obligations have led to widespread bankruptcies in the industry. Including us, over 40 companies have filed for Chapter 11 bankruptcy protection since January 1998, including Bethlehem, LTV and National Steel (formerly the second, third and fifth largest U.S. integrated steel producers) in addition to Rouge Steel, Republic Engineered Products and Weirton Steel. A number of these steel producers were purchased as a result of bankruptcy, consolidation and rationalization of the industry.

As a result of industry consolidation, the top three steel producers in the U.S. held approximately 67%, 63% and 46% of market share for flat-rolled products in 2006, 2005 and 2004, respectively.

Imports

As the single largest steel consuming country in the western hemisphere, the U.S. market has long been a focus of steel producers in Europe and Japan. Steel producers from Korea, Taiwan, Brazil and other large economies such as Russia and China recognized the U.S. as a target market. The domestic steel market is affected by factors influencing worldwide supply and demand, with excess production generally seeking the most lucrative markets. Favorable conditions in the U.S. market have historically resulted in significant imports of steel and substantially reduced sales, margins and profitability of domestic steel producers. Imports surged in 1998 due to severe economic conditions in Southeast Asia, Latin America, Japan and Russia, among others. Steel product prices reached historical cyclical lows in December 2001 as a result of low domestic demand and increased foreign imports.

As a result, the U.S. government took various protective actions during 2001 and 2002, including the enactment of various steel import quotas and tariffs under Section 201 of the U.S. Trade Act of 1974, as amended, which

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contributed to a decrease of some U.S. steel imports during 2003. However, these protective measures were only temporary, and many foreign steel manufacturers were granted exemptions from applications of these measures. Following a November 2003 decision by the World Trade Organization Appellate Body declaring that the tariffs imposed by the U.S. on steel imports violated global trade rules, the steel import quotas and Section 201 tariffs were lifted in December 2003. The elimination of the protections offered by these trade remedies has lead to increased competition from foreign importers. Steel imports of flat rolled products as a percentage of domestic apparent consumption were approximately 27.6% in 2006, representing an all-time high for steel imports.

Raw Material Pricing and Steel Prices

Increased global demand, especially from mills in China, has put upward pressure on raw material prices, including iron ore, scrap, coke and coal. In particular, world iron ore prices increased by approximately 70% during 2005, and remained at those elevated levels in 2006. Shortages of coke put pressure on integrated steel producers with spot prices rising as much as $400 per ton in late 2004. Faced with higher raw material costs and increasing world demand, domestic steel producers began to both increase base prices and implement raw material surcharges starting in January 2004. This combination of factors resulted in historically high prices for steel products during 2004.

Steel prices fell from these historically high levels through the first three quarters of 2005. Steel prices began to strengthen during the fourth quarter of 2005. Steel prices rose during the first eight months of 2006 before decreasing during the last four months of the years when demand for steel products fell dramatically.

Segments and Geographic Area

We are engaged in one line of business and operate in one business segment, the making, processing and fabricating of steel and steel products. We have a diverse customer base, substantially all of which is located in the United States. All of our operating assets are located in the United States.

Products and product mix

The following table reflects our product mix as a percentage of total tons shipped.

	Year Ended
	December 31,
	2006			2005			2004
Product Category:
Higher value added products as a percentage of total shipments:
Cold rolled products — trade		5.8	%		6.5	%		8.0	%
Cold rolled products — Wheeling-Nisshin		17.3	%		17.3	%		19.3	%
Coated products		7.8	%		7.1	%		8.7	%
Tin mill products		8.2	%		11.9	%		13.6	%
Fabricated products		21.7	%		21.6	%		19.7	%
Higher value-added products		60.8	%		64.4	%		69.3	%
Hot rolled products (including semi-finished products)		39.2	%		35.6	%		30.7	%
Total		100.0	%		100.0	%		100.0	%
Average net sales per ton of steel products sold	$	730		$	686		$	661

Hot Rolled Products

Hot rolled coils represent the least processed of our finished goods. Approximately 61% of our production of hot rolled coils during the year ended December 31, 2006 was further processed into value-added finished products. Hot rolled black or pickled (acid cleaned) coils are sold to a variety of consumers such as converters and processors, steel service centers and the appliance industry.

Cold Rolled Products

Cold rolled coils are manufactured from hot rolled coils by employing a variety of processing techniques, including pickling, cold reduction, annealing and temper rolling. Cold rolled processing is designed to reduce the thickness and improve the shape, surface characteristics and formability of the product.

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Coated Products

We manufacture a number of corrosion-resistant, zinc-coated products, including hot-dipped galvanized sheets for resale to trade accounts. The coated products are manufactured from a steel substrate of cold rolled or hot rolled pickled coils by applying zinc to the surface of the material to enhance its corrosion protection. Our trade sales of galvanized products are heavily oriented to unexposed applications, principally in the appliance, construction, service center and automotive markets.

Tin Mill Products

Tin mill products consist of blackplate and tinplate. Blackplate is a cold rolled substrate (uncoated), the thickness of which is less than .0142 inches, and is utilized extensively in the manufacture of pails and shelving and sold to OCC for the manufacture of tinplate products. Tinplate is produced by the electro-deposition of tin to a blackplate substrate and is utilized principally in the manufacture of food, beverage, general line and aerosol containers. We produce all of our tin-coated products through OCC. OCC’s tin coating mill has an annual capacity of over 250,000 tons.

Fabricated Products

Fabricated products consist of cold rolled or coated products further processed mainly via sheeting and roll forming and are sold by the construction, agricultural and specialty products groups.

Construction Products

Construction products consist of roll-formed sheets, which are utilized in sectors of the non-residential building market such as commercial, institutional and manufacturing. They are classified into three basic categories: roof deck, form deck, and composite floor deck.

Agricultural Products

Agricultural products consist of roll-formed corrugated sheets that are used as roofing and siding in the construction of barns, farm machinery enclosures, light commercial buildings and certain residential roofing applications.

Specialty Products

Specialty products consist of coil and galvanized sheet steel supporting the culvert and heating, ventilation and air conditioning markets. Specialty products are produced by Wheeling-Nisshin and Feralloy-Wheeling Specialty Processing Co.

Revenues from external customers by product line for the periods indicated below were as follows:

	Year Ended
	December 31,
	2006		2005		2004
	(Dollars in thousands)
Product:
Hot rolled	$	541,794	$	420,745	$	365,089
Cold rolled		476,555		471,235		514,511
Galvanized		150,889		109,264		132,178
Fabricated products		507,087		466,914		375,090
Ore, coke and coke by products		79,471		85,268		9,074
Conversion and other (1)		14,969		7,087		9,852
	$	1,770,765	$	1,560,513	$	1,405,794

(1) Includes semi-finished, conversion and resale products.

Customers and Markets

We market an extensive mix of products to a wide range of manufacturers, converters and processors. Our 10 largest customers, including our Wheeling-Nisshin and OCC joint ventures, accounted for approximately 38.6%, 40.3% and 43.3% of our net sales in 2006, 2005 and 2004, respectively. Wheeling-Nisshin accounted for

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approximately 14.1%, 13.9% and 17.5% of our net sales in 2006, 2005 and 2004, respectively. OCC accounted for approximately 4.4%, 8.1% and 8.6% of our net sales in 2006, 2005 and 2004, respectively. Geographically, the majority of our customers are located within a 350-mile radius of the Ohio Valley. However, we have taken advantage of our river-oriented production facilities to market via barge into more distant locations such as the Houston, Texas and St. Louis, Missouri areas.

Shipments historically have been concentrated within five major market segments: converters and processors, construction, steel service centers, containers and agriculture. Our overall participation in the construction and the converters and processors markets substantially exceeds the industry average and our reliance on automotive shipments, as a percentage of total shipments, is substantially less than the industry average.

The following table reflects the percentage of total tons shipped to our major market segments:

	Percentage of Total Tons Shipped
	Year Ended
	December 31,
	2006			2005 (2)			2004 (2)
Converters and processors (1)		39	%		39	%		35	%
Construction		25	%		22	%		20	%
Steel service centers		16	%		16	%		16	%
Containers (1)		10	%		13	%		18	%
Agriculture		4	%		5	%		4	%
Other		6	%		5	%		7	%
Total		100	%		100	%		100	%

(1)	Products shipped to Wheeling-Nisshin and OCC are included primarily in the converters and processors and containers markets, respectively.
(2)	Certain amounts reported for 2005 and 2004 have been reclassified to correspond to classifications reported for 2006.

Set forth below is a description of our major customer categories:

Converters and Processors

Shipments to the converters and processors market are principally shipments of cold rolled products to Wheeling-Nisshin, which uses cold rolled coils as a substrate to manufacture a variety of coated products, including hot-dipped galvanized and aluminized coils for the automotive, appliance and construction markets. The converters and processors industry also represents a major outlet for our hot rolled products, which are converted into finished commodities such as pipe, tubing and cold rolled strip.

Construction

The shipments to the construction industry are heavily influenced by fabricated product sales. We service the non-residential and agricultural building and highway markets, principally through shipments of hot-dipped galvanized and painted cold rolled products. We have been able to market our products into broad geographical areas due to our numerous regional facilities.

Steel Service Centers

The shipments to steel service centers are heavily concentrated in the areas of hot rolled and hot dipped galvanized coils. Due to increased internal costs to steel companies during the 1980’s for processing services such as slitting, shearing and blanking, steel service centers have become a major factor in the distribution of hot rolled products to ultimate end users. In addition, steel service centers have become a significant factor in the sale of hot dipped galvanized products to a variety of small consumers such as mechanical contractors, who desire not to be burdened with large steel inventories.

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Containers

The vast majority of shipments to the container market are concentrated in tin mill products, which are utilized extensively in the manufacture of food, aerosol, beverage and general line cans. The container industry has represented a stable market. The balance of shipments to this market consists of cold rolled products for pails and drums. We sell black plate to our OCC joint venture for tin-coating.

Agriculture

The shipments to the agricultural market are principally sales of roll-formed, corrugated sheets, which are used as roofing and siding in the construction of barns, farm machinery enclosures and light commercial buildings.

Joint Ventures

Wheeling-Nisshin

WPSC owns a 35.7% equity interest in Wheeling-Nisshin, which is a joint venture between Nisshin Steel Co., Ltd. and WPSC. Wheeling-Nisshin owns a state-of-the-art processing facility located in Follansbee, West Virginia which has capacity to produce over 700,000 tons annually of coated steel and offers some of the lightest-gauge galvanized steel products manufactured in the U.S. for construction, heating, ventilation and air-conditioning and after-market automotive applications. Wheeling-Nisshin products are marketed through trading companies.

WPSC is a party to a supply agreement with Wheeling-Nisshin that expires in 2013. Wheeling-Nisshin may terminate this agreement at any time WPSC and its subsidiaries and parent, if any, in the aggregate own less than 20% of the common stock of Wheeling-Nisshin. Pursuant to that agreement, WPSC is required to provide not less than 75% of Wheeling-Nisshin’s steel substrate requirements, up to an aggregate maximum of 9,000 tons per week, subject to product quality requirements and at negotiated prices based on prevailing actual market rates. Shipments of steel by WPSC to Wheeling-Nisshin were approximately 409,000 tons, or 17.6% of our total tons shipped in 2006; approximately 379,000 tons, or 17.5% of our total tons shipped in 2005; and approximately 413,000 tons, or 19.4% of our total tons shipped in 2004. We derived 14.1%, 13.9% and 17.5% of our net sales from sales of steel to Wheeling-Nisshin in 2006, 2005 and 2004, respectively. For the years ended December 31, 2006, 2005 and 2004, Wheeling-Nisshin had operating income of $26.8 million, $18.3 million and $42.5 million, respectively, and we received dividends of $10.7 million, $5.0 million in 2005 and $2.5 million in 2004 from Wheeling-Nisshin. As of December 31, 2006, Wheeling-Nisshin had cash and investment securities totaling $71.7 million and had no outstanding indebtedness.

A shareholders agreement between WPSC and Nisshin Steel Co., Ltd. contains provisions that may directly or indirectly restrict the transfer of the shares of Wheeling-Nisshin owned by WPSC, including the following:

• WPSC may not sell its Wheeling-Nisshin shares at any time that it is in breach of the shareholders agreement or any other agreement with Wheeling-Nisshin, including the supply agreement.

• If WPSC seeks to sell some or all of its Wheeling-Nisshin shares, it must first offer to sell, transfer or assign the offered shares to the other Wheeling-Nisshin shareholder.

In addition, WPSC has pledged its shares in Wheeling-Nisshin to the lenders under our term loan agreement and revolving credit facility, and to the holders of our Series A notes and Series B notes.

Ohio Coatings Company

WPSC owns a 50% voting interest and an approximately 44% equity interest in OCC, which is a joint venture among WPSC, Dong Yang Tinplate America Corp., a leading South Korea-based tin plate producer, and Nippon Steel Trading America, Inc., formerly known as Nittetsu Shoji America, Inc., a U.S.-based tinplate importer. Dong Yang Tinplate America also holds a 50% voting interest and an approximately 44% equity interest in OCC. Additionally, Nippon Steel Trading America holds nonvoting preferred stock in OCC, which represents an approximately 11% equity interest in OCC and is subject to repurchase by OCC. OCC commenced commercial operations in January 1997.

Pursuant to a raw material supply agreement between WPSC and OCC, WPSC has the right to supply up to 230,000 net tons in any calendar year of the blackplate and cold rolled steel requirements of OCC through 2012, subject to quality requirements and at negotiated prices based on prevailing market rates. OCC may terminate this agreement

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if at any time WPSC owns less than 33% of the common stock of OCC. Shipments of steel by WPSC to OCC were approximately 129,000, or 5.5% of our total tons shipped in 2006; 207,000 tons, or 9.6% of our total tons shipped in 2005; and approximately 240,000 tons, or 11.3% of our total tons shipped in 2004. We derived approximately 4.4%. 8.1% and 8.6% of our net sales from sales of steel to OCC in 2006, 2005 and 2004, respectively. Prior to July 2003, WPSC was the exclusive distributor for all of OCC’s products and marketed approximately 70% of OCC’s products through Nippon Steel Trading America. In July 2003, Nippon Steel Trading America became the exclusive distributor for approximately 70% of OCC’s products and WPSC remained a distributor for the balance. In April 2004, OCC began selling to certain customers directly, which reduced WPSC’s distributorship to approximately 20% of OCC’s products. WPSC ceased distributing any OCC product in 2005. For the years ended December 31, 2006, 2005 and 2004, OCC had operating income of $5.2 million, $6.9 million and $8.0 million, respectively. OCC did not pay any dividends during those periods. At December 31, 2006, OCC had $22.5 million in outstanding indebtedness.

A shareholders’ agreement among WPSC, Dong Yang Tinplate America, Nippon Steel Trading America and OCC contains certain provisions that may restrict WPSC’s ability to transfer its shares of OCC, including the following:

• Any pledge, transfer or other distribution of shares of OCC must be previously approved by shareholders holding at least 66.67% of the voting power of the common shares of OCC.

• For 45 days after a shareholder receives notice from the other party that a change of control of the other party has occurred, the party receiving notice has the option to purchase all, but not less than all, of the shares owned by the other party at a price equal to $10,000 per share plus 10% interest or fair market value, whichever is higher. For purposes of the shareholders’ agreement, ‘‘change of control’’ for WPSC means, the transfer to persons (other than a holding company) of a majority of the capital stock of WPSC, or any transfer of substantially all of its assets.

WPSC has pledged its shares in OCC to the lenders under our term loan agreement and revolving credit facility, and to the holders of our Series A notes and Series B notes.

Pursuant to a loan agreement dated January 8, 1996, WPC loaned OCC $16.5 million. The loan bears interest at a variable rate that currently approximates 7.1%. As of December 31, 2006, OCC owed $5.6 million under the loan.

In April 2006, OCC entered into a four-year credit agreement with Bank of America, N.A., providing for a revolving line of credit for loans and letters of credit in an amount of up to $20.0 million and a term loan in the aggregate principal amount of $4.2 million. OCC is restricted from declaring dividends under the terms of its credit agreement. However, OCC is permitted to make distributions of interest and principal in respect of its indebtedness to WPC, subject to certain limitations set forth in the credit agreement and in the subordination agreement described below. OCC has made principal payments in each of the last four years. In connection with this refinancing, WPC (i) entered into a subordination agreement, acknowledging that amounts owed by OCC to WPC pursuant to the loan agreement described in the previous paragraph are subordinate to any indebtedness owed by OCC to Bank of America under OCC’s term loan agreement; and (ii) WPSC entered into a no-offset agreement, agreeing that it will not offset against accounts payable to OCC any indebtedness of OCC to WPSC.

Mountain State Carbon

In September 2005, WPSC and SNA Carbon entered into an Amended and Restated Limited Liability Company Agreement of MSC. MSC is a Delaware limited liability company which was formed to own and refurbish coke batteries contributed to it by WPSC and to produce and sell the coke produced by these batteries for the benefit of WPSC and SNA Carbon. WPSC and SNA Carbon concurrently executed various agreements, including management and operating agreements, pursuant to which WPSC will operate and manage MSC’s coke facilities, and various coke supply agreements.

WPSC contributed to MSC its coke-producing batteries and related facilities and assets located in Follansbee, West Virginia, and Steubenville, Ohio, which had a fair value of approximately $86.9 million and SNA Carbon contributed capital of $50.0 million to MSC. In return for these initial contributions, WPSC and SNA Carbon each received 50% of MSC’s voting capital stock interests, which allow WPSC and SNA Carbon each to elect two of the four Managers on MSC’s Board of Managers. During the period from inception to December 31, 2006, WPSC and

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SNA Carbon contributed and additional $8.1 million and $70.0 million in cash to MSC, respectively. WPSC and SNA Carbon each received a 50% non-voting capital stock interest in MSC once each member had contributed a total of $90.0 million to MSC. Contributions in excess of $90.0 million had no effect on WPSC’s or SNA Carbon’s non-voting capital interest in MSC. WPSC is obligated to make additional cash contributions of $25.0 million to MSC during 2007. No further capital contributions are anticipated.

Subject to certain exceptions, WPSC and SNA Carbon also are obligated to make loans to MSC from time to time, up to $35.0 million in the aggregate for all such loans, to satisfy any deficiency in MSC’s working capital needs. These loans are to be made by WPSC and SNA Carbon proportionate to their respective projected coke purchases. WPSC made a working capital loan of $9.9 million to MSC during 2005, of which $5.4 million was repaid during 2006. Because coke prices charged by MSC will be at its fully absorbed costs (including depreciation, a non-cash expense), plus a stipulated profit, it is projected that MSC will not have a significant need for such sources of working capital beyond 2007.

If either WPSC or SNA Carbon breaches any of its funding obligations, the defaulting party’s non-voting capital stock interests could be diluted, and the quantity of coke that MSC would be obligated to sell to the defaulting party could be permanently reduced. SNA has guaranteed SNA Carbon’s funding obligations. If SNA Carbon’s non-voting capital stock interests are diluted, WPSC would have the right to dilute SNA Carbon’s voting capital stock interests, in which event WPSC would control MSC’s Board of Managers. WPSC’s voting capital stock interests may not be diluted below 50% under any circumstances.

WPSC and MSC executed a Coke Supply Agreement in September 2005 (the WPSC Coke Supply Agreement), pursuant to which MSC was required to sell to WPSC all coke produced by MSC during 2005 and up to 600,000 tons of coke in 2006. SNA Carbon and MSC separately executed a Coke Supply Agreement in September 2005 (the SNA Carbon Coke Supply Agreement), pursuant to which MSC was required to sell to SNA Carbon 355,000 tons of coke in 2006. Beginning in 2007, WPSC and SNA Carbon will each purchase, under their respective coke supply agreements with MSC, 50% of MSC’s total production of coke, allocated on a weekly basis. WPSC and SNA Carbon may cause a reduction of the amount of coke that MSC is required to sell to the other party if the other party defaults in its funding obligations to MSC. All coke sold to WPSC and SNA Carbon under the coke supply agreements is required to meet certain specifications.

Coke prices charged by MSC pursuant to the WPSC Coke Supply Agreement and the SNA Carbon Coke Supply Agreement are set so as to cover all of MSC’s fully absorbed production and administrative costs, less demolition costs and any by-product revenue, plus a 5% mark-up. MSC’s excess operating cash must first be used to repay any outstanding debt to WPSC and SNA Carbon.

WPSC is paid a fee and manages and operates MSC’s coke facilities using its current hourly and salaried workforce, subject to ultimate oversight by MSC’s Board of Managers, under its management and operating agreements. WPSC retained environmental obligations related to the operation and condition of the facilities prior to September 29, 2005, and has agreed to indemnify SNA Carbon and MSC against any environmental liabilities related to or arising out of the condition of the real property contributed by WPSC to MSC. MSC has agreed to indemnify WPSC and SNA Carbon against liabilities arising in connection with the management or ownership of MSC.

For the year ended December 31, 2006, MSC had an operating loss of $1.2 million and for the period September 29, 2005 through December 31, 2005, MSC had an operating loss of $1.5 million. At December 31, 2006, MSC had operating cash of $11.2 million and had a member loan due to WPSC of $4.5 million, which bears interest at the prime rate plus 1.25%.

Other Joint Ventures

WPSC owns 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. (Feralloy) and 50% of the outstanding common stock of Jensen Bridge and Roofing Company, LLC (Jensen Bridge). Neither of these joint ventures are material, individually, or in the aggregate.

Under generally accepted accounting principles, Wheeling-Nisshin, OCC, Feralloy and Jensen Bridge are accounted for using the equity method of accounting. MSC has been consolidated in our financial statements from inception

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through December 31, 2006. As a result of additional capital contributions made to MSC by SNA Carbon during 2006, increasing their non-voting economic capital stock interest in the joint venture to 50.0%, and due to the fact that all coke production subsequent to 2006 will be sold to each joint venture partner on an equal basis, MSC will be deconsolidated effective January 1, 2007.

Competition

We believe that the main competitive factors in our market are:

• quality;

• reliability;

• product market price;

• product offerings;

• location and shipping costs; and

• raw material and operating costs.

The steel industry is cyclical in nature and has been marked historically by global overcapacity, resulting in intense competition, which we expect to continue. Many of our competitors are large, with the top three domestic steel-producers holding approximately 67% of market share for flat-rolled products in 2006. We believe our major competitors include the following:

• domestic integrated steel producers, such as United States Steel Corporation, Mittal Steel USA, Inc., AK Steel Corporation and SNA;

• mini-mills, such as Nucor Corporation, Steel Dynamics Inc. and Gallatin Steel Company;

• converters and fabricators, such as The Techs, Winner Steel, Inc., United Steel Deck and Metal Sales; and

• steel producers from Europe, Asia and other regions.

Domestic integrated steel producers have lost market share in recent years to domestic mini-mill producers, culminating in mini-mill production currently exceeding integrated production. Mini-mills are generally smaller-volume steel producers that melt ferrous scrap metals, their basic raw material, in electric furnaces. Mini-mills rely on less capital-intensive steel production methods, typically have certain advantages over integrated producers, such as lower capital expenditures for construction of facilities, a more variable operating cost structure, and limited ongoing capital needs to sustain operations. These mini-mills now compete with integrated producers in virtually all product lines, including flat-rolled and value added products, and since mini-mills typically are not unionized, they have more flexible work rules that have resulted in lower employment costs per net ton shipped.

We also face competition from domestic and foreign integrated producers. The increased competition in commodity product markets influence integrated producers to increase product offerings to compete with our custom products. Additionally, as the single largest steel consuming country in the western world, the U.S. has long been a focus of steel producers in Europe and Japan. Steel producers from Korea, Taiwan, Brazil, and other large economies such as Russia and China have also recognized the U.S. as a target market.

We also compete to some extent with producers of other materials that can be used in place of steel. A number of steel substitutes, including plastics, aluminum, composites and glass, have reduced the growth of domestic steel consumption.

Sales and Marketing

Our sales and marketing functions are principally located in our Wheeling, West Virginia headquarters. Our sales force consists of two distinct sales groups: our steel division and WCC, our corrugating division. Steel division products include, in ascending value-added order, hot rolled, cold rolled, galvanized steel products and tin mill products. Historically, there have been improved margins within each category because selling prices increase and cost absorption is enhanced as steel is processed from hot rolled to cold rolled to galvanized. WCC is divided into three product groups, including construction products, agricultural products and specialty products. WCC’s product groups are generally higher value-added than those of our steel division.

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Manufacturing Process

With the commissioning of our EAF, along with the idling of one of our two blast furnaces, we have transformed our operations from a pure integrated producer to a hybrid producer of steel with characteristics of both an integrated producer and mini-mill, producing liquid steel with both our EAF and our BOF.

Utilizing both electric energy and oxygen injection, the EAF melts recycled scrap and scrap substitutes to produce liquid steel. In addition, we believe that the EAF will be able to use liquid iron as a metallic input, which can be produced using our remaining blast furnace, providing us with additional flexibility relating to raw materials. The continuous process also includes a reliable scrap preheating system to reduce electric power requirements. We believe the higher portion of variable costs of the EAF and flexibility in raw material input utilization will produce a cost structure that more closely tracks market conditions and will support our margin in market downturns.

In our integrated steel making process, iron ore pellets, coke, limestone and other raw materials are consumed in the blast furnace to produce hot metal. Hot metal is further converted into liquid steel through our BOF process where impurities are removed, recycled scrap is added and metallurgical properties for end use are determined on a batch-by-batch (heat) basis.

Heats of liquid steel are sent to the ladle metallurgy facility from both the EAF and BOF, where the temperature and chemistry of the steel are adjusted to precise tolerances. Liquid steel from the ladle metallurgy facility then is formed into slabs through the process of continuous casting. After continuous casting, slabs are reheated, reduced and finished by extensive rolling, shaping, tempering and, in certain cases, by the application of coatings at our downstream operations. Finished products are normally shipped to customers in the form of coils or fabricated products. We have linked our steel making and rolling equipment with a computer based manufacturing control system to coordinate production tracking and status of customer orders.

Raw Materials

In 2004, we entered into a long-term supply agreement for scrap based on prevailing market prices, with an initial term expiring in April 2009. The agreement is designed to provide us with an adequate and reliable source of scrap for our EAF operations. The scrap supply agreement does not require us to make any minimum purchases, and we believe that we have access to alternative supplies of scrap, if necessary. Under the agreement, the supplier has constructed a scrap handling facility to enable it to provide us with the scrap contemplated by the agreement. The introduction of our EAF has increased our dependence on external scrap and scrap alternatives from approximately 25% of our steel melt in 2004 to approximately 60% of our steel melt in 2006.

We have long-term contracts to purchase our iron ore requirements. The iron ore price under our primary contract is based upon prevailing world market prices, less 3%. With our new EAF and a single blast furnace operation, we consumed approximately 1.6 million gross tons of iron ore pellets in our blast furnace during 2006.

We have long-term supply agreements with third parties to provide us with a substantial portion of the metallurgical coal to meet the requirements of MSC at specified contract prices, which are subject to adjustment at stated times during the term of the contracts. Several of these suppliers have reduced required shipments claiming force majeure prohibited shipments, which led to depleted coal inventory levels, substantially increased costs to purchase metallurgical coal from alternative sources and at times reduced production levels. MSC’s coking operations require a substantial amount of metallurgical coal. Through MSC, we currently produce substantially all of our coke requirements and burn the resultant by-product coke oven gas in downstream operations. In 2006, we and MSC consumed approximately 1.1 million tons of coking coal to produce approximately .7 million tons of blast furnace coke.

Beginning in 2003 and continuing into 2006, coal, coke and scrap prices increased for purchases in the spot market. We are passing these costs through to our customers when possible.

Our operations require significant amounts of other raw materials, including zinc and natural gas. These raw materials are readily available and are purchased on the open market. The cost of these materials has been susceptible in the past to price fluctuations, but worldwide competition in the steel industry has frequently limited the ability of steel producers to raise finished product prices to recover higher material costs. However, the rapid economic expansion in China, among other factors, has affected the supply of steel in the U.S. and allowed price

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increases to offset higher raw material costs. Certain of our raw material supply contracts provide for price adjustments in the event of increased commodity or energy prices. Zinc prices rose dramatically during 2006, increasing by approximately 120% as compared to 2005 prices. Natural gas prices have been volatile in the past, having increased 6% in 2006, 37% in 2005 and 1% in 2004.

Energy

During 2006, coal constituted approximately 65% of our total energy consumption, natural gas 25% and electricity 10%. Many of our major facilities that use natural gas are equipped to use alternative fuels. As production from our EAF increases, electricity consumption, as a percentage of our total energy consumption, will increase.

Backlog

Our backlog was 336,234 tons at December 31, 2006, as compared to 457,778 tons at December 31, 2005. Most orders related to the backlog at December 31, 2006 are expected to be shipped during the first quarter of 2007, subject to delays at customers’ requests. The order backlog represents orders received but not yet completed or shipped. In times of strong demand, a higher order backlog may allow us to increase production runs, thereby enhancing production efficiencies.

Environmental Matters

We, like all other steel producers, are subject to numerous federal, state and local laws and regulations relating to the protection of the environment. These laws are constantly evolving and have become increasingly stringent. We are involved in a number of environmental remediation projects relating to our facilities and operations, and may in the future become involved in more remediation projects. While we reserve for costs relating to such projects when the costs are probable and estimable, those reserves may need to be adjusted as new information becomes available, whether from third parties, new environmental laws or otherwise. Total accrued environmental liabilities amounted to $10,511 and $9,872 at December 31, 2006 and 2005, respectively. These accruals were based on all information available to the Company. Unless stated above, the time frame over which these liabilities will be satisfied is presently unknown. Further, the Company considers it reasonably possible that it could ultimately incur additional liabilities relative to the above exposures of up to $5,000.

The ultimate impact of complying with environmental laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. Except as expressly noted above we do not anticipate any material impact on our recurring operating costs or future profitability as a result of our compliance with current environmental regulations. Moreover, because all domestic steel producers operate under the same set of federal environmental regulations, we believe that we are not competitively disadvantaged by its need to comply with these regulations.

For a further discussion of Environmental Matters, See Item 3 “Legal Proceedings”.

Employees

At December 31, 2006, we had 3,133 employees of whom 2,418 were represented by the USW, 84 were represented by other unions, 606 were salaried employees and the remaining 25 were non-union operating employees. WPC, WPSC and the USW negotiated a new labor agreement, which became effective upon the date of reorganization and which expires on September 1, 2008. The labor agreement includes, among other things, provisions regarding wages, health care and pension benefits, profit sharing and employee security, and a retirement incentive program pursuant to which 650 hourly personnel accepted early retirement incentives in August 2003.

Cautionary Statement Concerning Forward-Looking Statements

This annual report on Form 10-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that may be identified by their use of words like “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “projects”, “targets”, “can”, “could”, “may”, “should”, ‘will”, “would” or similar expressions and the negative, thereof, and may contain projections or other statements regarding future events or our future financial performance that involve risks and uncertainties.

You are cautioned that these forward-looking statements are based on our current expectations and projections about future events, and are subject to various risks and uncertainties, some of which are beyond our control, that could cause actual results to differ materially from those projected in these forward-looking statements. In light of the risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be

15

accurate. We have undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. See Item 1A. — “Risk Factors”.

Available Information

We maintain an Internet Website http://www.wpsc.com. We make available free of charge under the “Financial Reports” heading on our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after providing such information electronically to the Securities and Exchange Commission (SEC). In addition, we also make available free of charge under the “Investor Relations” heading on our website, the Company’s audit committee, compensation committee, nominating and corporate governance committee, executive committee, safety and environmental committee and finance committee charters, as well as, the Company’s corporate governance guidelines, code of business conduct, whistleblower policy, and policy on trading of securities. You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, District of Columbia 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at www.sec.gov, which contains reports, proxy information and information statements and other information regarding issuers like us, which file electronically with the SEC.

Item 1A. Risk Factors

If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed and the market price of our stock could be adversely affected. See the information under the caption “Cautionary Statement Concerning Forward-looking Statements” in Item 1 — “Business”.

We emerged from Chapter 11 bankruptcy reorganization in August 2003, have sustained losses in the past and may not be able to achieve profitability on a consistent basis.

Because we emerged from bankruptcy on August 1, 2003 and have incurred losses in the past, we cannot assure you that we will be able to achieve profitability on a consistent basis in the future. We have sought protection under Chapter 11 of the Bankruptcy Code twice since 1985, most recently in November 2000. We emerged from our more recent Chapter 11 bankruptcy reorganization as a new reporting entity on August 1, 2003. Prior to and during this reorganization, we incurred substantial net losses.

We reported a net loss of $39.0 million for the five months ended December 31, 2003 following our emergence from bankruptcy, net income of $62.2 million for the year ended December 31, 2004, a net loss of $33.8 million for the year ended December 31, 2005, and net income of $6.5 million for the year ended December 31, 2006. If we cannot achieve profitability on a consistent basis, our liquidity may be adversely affected and threaten our ability to continue operations.

We may not be able to comply with our financial covenants, which may result in a default under our credit agreements.

We are subject to certain financial covenants contained in our credit agreements. Our term loan agreement required us to maintain certain leverage, interest coverage and fixed charge coverage ratios. In March 2006, our term loan lenders and the Loan Board agreed to waive compliance with these ratios through the quarter ending June 30, 2007. Through March 16, 2007, the term loan agreement, as amended, required us to maintain minimum borrowing availability of at least $50.0 million under our revolving credit facility at all times or to maintain a minimum fixed charge ratio. Our revolving credit facility also required us to maintain minimum borrowing availability of at least $50.0 million at all times or to comply with a minimum fixed charge coverage ratio.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million of such excess collateral over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of

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borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225.0 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provides for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit, previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative amendments with regard to activities related to MSC. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Our ability to comply with these financial covenants will depend on our future financial performance, which will be subject to prevailing economic conditions and other factors beyond our control. Our failure to comply with these covenants would result in a default or an event of default, permitting the lenders to accelerate the maturity of our indebtedness under the credit agreements and to foreclose upon any collateral securing our indebtedness.

In the event that additional modifications or waivers are necessary under our credit agreements, and these additional modifications and waivers are not obtained by us, an event of default will occur. If the event of default results in an acceleration of our term loan or our revolving credit facility, such event would also result in the acceleration of substantially all of our other indebtedness pursuant to cross-default or cross-acceleration provisions. If the indebtedness under our term loan, the revolving credit facility and our other debt instruments were to be accelerated, there can be no assurance that our assets would be sufficient to repay in full such indebtedness.

In addition, if we fail to reasonably demonstrate compliance with the financial covenants contained in our credit agreements and we receive a going-concern opinion from our independent registered public accounting firm with respect to our annual audited financial statements, such failure will constitute an event of default under our credit agreements.

Restrictive covenants in our debt instruments may limit our flexibility and our ability to implement our business plan.

Our credit agreements contain restrictive financial and operating covenants, including, but not limited to, provisions that limit our ability to make capital expenditures, incur additional indebtedness, create liens, make investments, sell assets and enter into transactions with affiliates. In addition, our debt instruments may not provide us with sufficient flexibility to permit us to make all necessary capital expenditures and take other measures that we believe are necessary to run our business effectively and to achieve our business plan. If we are unable to make necessary capital expenditures as a result of these covenants, our competitive position could be adversely affected which could ultimately affect our financial performance.

We may not be viable as a stand alone company if we are unable to find a strategic partner.

We believe for us to be viable as a stand alone company that we need to find a strategic partner, including Esmark, or if that merger fails, another strategic partner, in order to achieve benefits such as economies of scale, greater access to markets for our products, greater access to raw materials, or greater access to financial resources.

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Because we are significantly leveraged, we may not be able to successfully run our business, service our debt obligations or refinance our indebtedness.

We are significantly leveraged. Because we are significantly leveraged, it may be difficult for us to successfully run our business and to generate sufficient amounts for necessary capital expenditures. In addition, if we do not generate sufficient operating cash flow, we may not be able to meet our debt service obligations. As of December 31, 2006, our current assets totaled $400.5 million, including $212.2 million of inventory, and our current liabilities totaled $327.5 million. As of December 31, 2006, our total indebtedness was $397.1 million and total shareholders’ equity was $286.2 million. Based on our total indebtedness as of December 31, 2006, we expect that our total debt service obligations (including scheduled principal and interest payments and an $18.7 million prepayment under our term loan agreement for scheduled principal payments originally due in 2008) will approximate $77.8 million (assuming a blended interest rate of 6.8% per annum) in 2007 and that our debt service obligations related to variable interest rate debt will increase $2.5 million on an annual basis for each 1.0% increase in interest rates.

Our ability to meet our ongoing debt service obligations will depend on our ability to successfully run our business, including the successful operation of our EAF, and a number of other factors, including factors beyond our control. We may not be able to generate sufficient operating cash flow to repay, when due or earlier if accelerated due to an event of default, the principal amounts outstanding under our primary credit facilities which have a final maturity as early as 2008 in the case of our term loan and 2009 in the case of our revolving credit facility. We expect that we will be required to refinance such amounts as they become due and payable; however, we may not be able to consummate such refinancing to repay our obligations or to secure a refinancing on terms satisfactory to us. If we are unable to refinance all or any significant portion of our indebtedness, we may be required to sell assets or equity interests in our company. However, we may not be able to sell assets or equity interests in an amount sufficient to repay our obligations or on terms satisfactory to us. Our leverage, together with the restrictions imposed by our credit agreements, may limit our ability to obtain additional financing and to take advantage of business opportunities that may arise. In addition, this leverage increases our vulnerability to adverse general economic and steel industry conditions.

Intense competition in the steel industry and substitute materials could adversely affect our results of operations, and ultimately, our liquidity, financial condition and the trading price of our common stock.

Competition within the steel industry, both domestic and worldwide, is intense and is expected to remain so in the future. We compete with domestic steel producers, steel processors, mini-mills and foreign importers. Mini-mills typically enjoy certain competitive advantages, such as more variable raw material costs that tend to rise and fall in tandem with steel selling prices, non-unionized work forces with lower employment costs and more flexible work rules, and lower ongoing maintenance and capital expenditure needs for construction and operation of their steel-making facilities. Additionally, mini-mills now compete with integrated producers in virtually all product lines, which has provided a competitive alternative to most of the steel products that we produce. Furthermore, many of our competitors have superior financial resources or more favorable cost structures, and we may be at a competitive disadvantage. In addition, it is also possible that competitive pressures resulting from the industry trend toward consolidation could adversely affect our growth and profit margins. Moreover, steel products may be replaced to a certain extent by other substitute materials, such as plastic, aluminum, graphite, composites, ceramics, glass, wood and concrete. Our competitors may be successful in capturing our market share, and we may be required to reduce selling prices in order to compete. Reduced selling prices could adversely impact our results of operations and, ultimately, our liquidity, financial condition and the trading price of our common stock.

Increased imports from China or other countries could lower domestic steel prices and adversely affect our revenue, profitability and cash flow.

We sell steel almost exclusively in the U.S. market. The domestic steel market is affected by factors influencing worldwide supply and demand, with excess global production generally seeking the most lucrative markets. In particular, the balance of supply and productive capacity in China may result in increased imports to the U.S. market. During several years prior to 2003, favorable conditions in the U.S. market compared to the global markets resulted in significant imports of steel and substantially reduced sales, margins and profitability of domestic steel producers, leading to imposition of import quotas and tariffs under Section 201 of the U.S. Trade Act of 1974, as amended. In 2004, the convergence of the weakened U.S. dollar, increased demand for steel and raw materials in China and other developing countries, and higher raw material and ocean freight costs, led to substantial increases in steel selling prices, even though the Section 201 tariffs were lifted in December 2003.

Total and finished imports for 2006, as compared to 2005, increased by approximately 42%. Changes in the U.S.

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dollar exchange rate, a decrease in demand for foreign steel in China and certain other developing countries, improved domestic steel production in those countries, lower ocean freight costs and other factors could lead to sustained high, or even higher, levels of imports in the future resulting in excess domestic steel capacity and lower prices for our products, and may have an adverse affect on our revenue, profitability and cash flow.

The cyclical nature of the industries we serve may cause significant fluctuations in the demand for our products and lead to periods of decreased demand.

Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries such as the appliance and construction industries. In addition, a substantial portion of our sales are made at prevailing market prices rather than under long-term agreements, which we define as contracts exceeding three months. As a result, downturns in the U.S. or global economies or in any of the industries we support could adversely affect the demand for and selling prices of steel, which could have an adverse effect on our results of operations and cash flows.

We may not be able to sustain our level of total revenue or rate of revenue growth, if any, on a quarterly or annual basis. It is likely that, in some future quarters, our operating results may fall below our targets and the expectations of stock market analysts and investors. In such event, the trading price of our common stock could decline significantly.

We may be unsuccessful in increasing the production of our electric arc furnace, which would adversely affect our near-term and long-term financial performance.

Our business plan depends, in part, on the successful operation of, and an increase in production from, our EAF. Our inability to successfully manage the operation of the EAF and to increase production at the EAF could make it difficult to implement our long-term business strategy and could have an adverse effect on our near-term and long-term financial performance.

From November 20, 2006 through January 31, 2007, we discontinued operating our EAF to conserve cash. As a result of excess inventory at steel service centers leading to a decrease in demand for steel products, we decided to produce hot metal using our blast furnace and basic oxygen furnace, utilizing raw materials on hand, rather than operate our EAF which would have required additional outlays for the purchase of scrap. The EAF was restarted in February 1, 2007.

Any decrease in the availability, or increase in the cost, of steel slabs could adversely affect our production and sale of steel products or increase our costs.

In February 2006, we completed installation of hot strip mill automatic roll changers at our primary steel-making facility. As a result, we increased our hot rolling capacity from 2.8 million tons per year to 3.4 million tons per year. Our business plan depends, in part, on increasing the production and sale of steel products. Our inability to successfully source steel slabs from third party suppliers could adversely affect the volume of our steel production and the sale of steel products and an increase in the cost of third party steel slabs could adversely affect our cost to produce steel, both of which could have an adverse effect on profitability, liquidity and financial condition.

Any decrease in the availability, or increase in cost, of raw materials and energy could materially increase our costs and adversely impact our cash flow and liquidity.

Our operations depend heavily on various raw materials and energy resources, including iron ore, coal used in our coke plant joint venture, scrap, steel slabs, zinc, electricity, natural gas and certain other gases. The availability of raw materials and energy resources could decrease and their prices may be volatile as a result of, among other things, changes in overall supply and demand levels and new laws or regulations. Any disruption in the supply of our raw materials or energy resources may impair, at least temporarily, our ability to manufacture some of our products, or require us to pay higher prices in order to obtain these raw materials from other sources. In the event our raw material and energy costs increase, we may not be able to pass these higher costs on to our customers in full or in part. Any increases in the prices for raw materials or energy resources may materially increase our costs and lower our earnings and adversely impact our cash flow and liquidity.

We also rely on a limited number of suppliers for a substantial portion of our raw material needs, such as iron ore, and scrap, as well as metallurgical coal for our coke plant joint venture, all of which are required to meet certain technical specifications. Any failure of these suppliers to meet our needs for any reason could have an adverse effect on our financial results and operating performance. During 2003 through 2006, we experienced disruptions

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in the supply of coal from our two largest suppliers. This led to depleted coal inventory levels, which substantially increased costs to purchase metallurgical coal from alternative sources, adversely affecting our operating results. Additional disruptions would cause our coke plant joint venture to purchase additional coal on the spot market, which may increase our coke costs and adversely impact our financial condition, results of operations and liquidity. We have also experienced, and continue to experience, problems associated with the supply of scrap from our long-term scrap supplier. We believe that we have access to alternative supplies of scrap, if necessary.

We rely on a core group of significant customers for a substantial portion of our net sales, and a reduction in demand, or inability to pay, from this group could adversely affect our total revenue.

Although we have a large number of customers, sales to our two largest customers, our Wheeling-Nisshin and OCC joint ventures, accounted for approximately 18.5% of our sales for the year ended December 31, 2006 and 22.0% of our net sales for the year ended December 31, 2005. Sales to our 10 largest customers, including to Wheeling-Nisshin and OCC, accounted for 38.6 % of our net sales for the year ended December 31, 2006 and 40.3% of our net sales for the year ended December 31, 2005. We are likely to continue to depend upon a core group of customers for a material percentage of our net sales in the future. Our significant customers may not order steel products from us in the future or may reduce or delay the amount of steel products ordered. Any reduction or delay in orders could negatively impact our revenues. If one or more of our significant customers were to become insolvent or otherwise were unable to pay us for the steel products provided, our results of operations would be adversely affected.

We may not be able to implement our business plan because we may be unable to fund the substantial ongoing capital and maintenance expenditures that our operations require.

Our operations are capital intensive. We require capital for, among other purposes, acquiring new equipment, maintaining the condition of our existing equipment and maintaining compliance with environmental laws and regulations. Our business plan provides that capital expenditures for the three-year period ending December 31, 2009 will aggregate approximately $169.0 million, excluding capital expenditures to be made to complete the refurbishment of the coke plant facility that we contributed to our coke plant joint venture, MSC. We may not be able to fund our capital expenditures from operating cash flow and from the proceeds of borrowings available for capital expenditures under our credit facilities. If we are unable to fund our capital requirements, we may be unable to implement our business plan, and our financial performance may be adversely impacted.

A significant interruption or casualty loss at any of our facilities could increase our production costs and reduce our sales and earnings.

Our steel-making facilities may experience interruptions or major accidents and may be subject to unplanned events such as explosions, fires, inclement weather, acts of God, terrorism, accidents and transportation interruptions. Any shutdown or interruption of a facility would reduce the production from that facility, which could substantially impair our business. Interruptions in production capabilities will inevitably increase production costs and reduce our sales and earnings. In addition to the revenue losses, longer-term business disruptions could result in a loss of customers. To the extent these events are not covered by insurance, our revenues, margins and cash flows may be adversely impacted by events of this type.

Our production costs may increase and we may not be able to sustain our sales and earnings if we fail to maintain satisfactory labor relations.

A majority of our hourly employees are covered by a collective bargaining agreement with the USW that expires on September 1, 2008. The final rate increase of 3.0% under the existing contract is scheduled for March 31, 2007. Of our total employees, approximately 79.9% are unionized, including 77.2% of which are members of the USW. Any potential strikes or work stoppages in the future, and the resulting adverse impact on our relationships with our customers, could have a material adverse effect on our business, financial condition or results of operations. Additionally, other steel producers may have or may be able to negotiate labor agreements that provide them with a competitive advantage. In addition, many mini-mill producers and certain foreign competitors and producers of comparable products do not have unionized work forces. This may place us at a competitive disadvantage.

In addition, the USW has the unilateral right to veto any merger or other transaction that constitutes a change in control of WPC, as defined by the collective bargaining agreement, unless the party gaining such control enters into a new collective bargaining agreement with the USW as a part of the transaction.

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Our senior management also work for another company whose interests may be different from ours.

James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our President, also serve as Chairman of the Board and President, respectively, of Esmark, a steel services company. Our Board of Directors, pursuant to the Company’s Ethics Code, authorized and approved the continued roles of Jim and Craig Bouchard in the operation and management of Esmark. Because the Company and Esmark may be engaged in the same, similar or related lines of business, our interests may differ from those of Esmark. Our Board of Directors has adopted guidelines to be used in conducting commercial business with Esmark to address potential conflicts of interest. To date we do not believe that we have been negatively impacted by the other positions held by Jim or Craig Bouchard.

Delays or transition issues in implementing changes under new executive management could adversely impact the Company.

As a result of our new Board of Directors and executive management, we are in the process of reviewing and implementing changes to our operations and commercial activities, as well as changes to human resources, information technology, financial services and outside vendors. We may encounter delays or transition issues in implementing these changes which could have an adverse effect on our business.

Environmental compliance and remediation costs could decrease our net cash flow, reduce our results of operations and impair our financial condition.

Our business and our ownership of real property are subject to numerous Federal, state and local laws and regulations relating to the protection of the environment. These laws are constantly evolving and have become increasingly stringent. The ultimate impact of complying with environmental laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. We incur substantial capital expenditures and other costs to comply with these environmental laws and regulations, particularly the Federal Clean Air Act and the Federal Resource Conservation and Recovery Act, and future developments under these or other laws could result in substantially increased capital, operating and compliance costs. Additionally, future decisions to terminate operations at any of our facilities may result in facility closure and cleanup costs. In addition, if we are unable to comply with environmental regulations, we may incur fines or penalties or may be required to cease some operations.

We are involved in a number of environmental remediation projects relating to our facilities and operations, and may in the future become involved in more remediation projects. While we reserve for costs relating to such projects when the costs are probable and estimable, those reserves may need to be adjusted as new information becomes available, whether from third parties, new environmental laws or otherwise.

Increases in our healthcare costs for active employees and future retirees may lower our earnings and negatively affect our competitive position in the industry.

We maintain defined benefit retiree healthcare plans covering all active union represented employees upon their retirement. We also provide medical benefits for qualified retired salaried employees until they reach the age of 65. Healthcare benefits for active employees and future retirees are provided through comprehensive hospital, surgical and major medical benefit provisions or through health maintenance organizations, both the subject of various cost-sharing features. These benefits are provided for the most part based on fixed amounts negotiated in labor contracts with the appropriate unions. Additionally, mini-mills, foreign competitors and many producers of products that compete with steel typically provide lesser benefits to their employees and retirees, and this difference in cost could adversely impact our competitive position. If our costs under our benefit programs for active employees and future retirees exceed our projections, our business, financial condition and results of operations could be materially adversely affected.

You may not be able to compare our historical financial information to our current financial information, which will make it more difficult to evaluate an investment in our company.

As a result of the completion of our reorganization plan, we are operating our business under a new capital structure. In addition, we adopted fresh-start reporting in accordance with Statement of Position (“SOP”) 90-7, as of July 31, 2003. Because SOP 90-7 required us to account for our assets and liabilities at their then-current fair values, our financial condition and results of operations after our reorganization are not comparable in some material respects to the financial condition or results of operations reflected in our historical financial statements for periods prior to August 1, 2003. This may make it difficult to assess our future prospects based on historical performance.

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Certain U.S. Federal income tax considerations may increase the amount of taxes we pay which could adversely affect our liquidity and reduce profitability.

Based on information available to us, we believe that we underwent an “ownership change” pursuant to Section 382 of the Internal Revenue Code in the second quarter of 2006. As a result, our ability to utilize net operating loss carryovers to reduce taxable income in 2006 and subsequent years will be subject to statutory limitations on an annual basis. Our net operating loss carryover as of December 31, 2005 approximated $344.1 million. We estimate that our ability to offset post-ownership change taxable income will be limited to approximately $4.0 million to $5.0 million in 2006 and $8.0 million to $10.0 million for years subsequent to 2006. We believe that there are built-in gains inherent in the value of our assets that, when and if realized, may increase this annual limitation during the five-year period from the date of the ownership change. We are currently assessing the extent of these built-in gains. There can be no assurance that these built-in gains, if any, will be realized. The annual limitation on our net operating loss carryforwards that can be used to offset post-ownership change taxable income could adversely affect our liquidity and cash flow, and reduce profitability.

Future sales of our common stock by our existing stockholders could adversely affect the market price of our common stock.

Our common stock has a limited trading market and is held by a concentrated number of investors, including the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust (VEBA trust). As a result, sales of our common stock in the public market could adversely affect the market price of our common stock. Any increase in the selling volume of shares of our common stock, including sales by our significant stockholders, such as the VEBA trust or others, also may adversely affect the trading price of our common stock.

The market price of our common stock could be subject to wide price fluctuations in response to numerous factors, many of which are beyond our control. These factors, include, among other things, failure to consummate a merger with Esmark, low trading volume of our common stock, quarterly variations of our financial results, the nature and content of our earnings releases and our competitors’ earnings releases, developments in the steel industry, including those impacting worldwide supply of, and demand for, steel products, such as governmental regulation and market conditions affecting the demand for steel in China, changes in financial estimates by securities analysts, business conditions in our market and the general state of the securities industry, governmental legislation and regulation, as well as general economic and market conditions. As a result, you could lose all or a part of your investment.

Item 1B. Unresolved Staff Comments

None.

Item 2. PROPERTIES

Primary Steel-producing Facility

We have one steel producing plant and various other finishing and fabricating facilities. Our primary steel-producing facility is located in Mingo Junction, Ohio. This facility includes one operating blast furnace, one EAF, one BOF with two vessels, a two-strand continuous slab caster with an annual slab production capacity of approximately 2.8 million tons, an 80-inch hot strip mill with an estimated annual hot rolling capacity of 3.4 million tons and pickling and coil finishing facilities. Our MSC joint venture owns coke batteries in Follansbee, West Virginia that produce substantially all of our coke requirements. A railroad bridge over the Ohio River owned by us connects our primary steel-producing facility to the MSC joint venture facility in West Virginia. A pipeline is maintained to transfer coke oven gas and steam from the MSC joint venture facility for use as fuel in our primary steel-making facility. Our primary steel-making facility produces hot rolled products, which are either sold to third parties or shipped to other of our facilities for further processing into value-added products.

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Other Plants

The following table lists our other principal plants and the annual capacity of the major products produced at each facility:

	Capacity
Locations and Operations	Tons/Year		Major Product
Allenport, Pennsylvania: Continuous pickler, tandem mill, temper mill and annealing lines		1,120,000	Cold rolled sheets
Beech Bottom, West Virginia: Paint lines		308,000	Painted steel in coil form
Martins Ferry, Ohio: Zinc coating lines		750,000	Hot-dipped galvanized sheets and coils
Yorkville, Ohio: Continuous pickler, tandem mill, temper mills and annealing lines		660,000	Blackplate and cold rolled sheets

All of the above facilities are currently owned by us and are regularly maintained in good operating condition. However, continuous and substantial capital and maintenance expenditures are required to maintain the operating facilities, to modernize finishing facilities in order to remain competitive and to meet environmental control requirements.

We also own or lease fabricated products facilities at Fort Payne, Alabama; Houston, Texas; Lenexa, Kansas; Louisville, Kentucky; Minneapolis, Minnesota; Gary, Indiana; Emporia, Virginia; Grand Junction, Colorado; Palmetto, Florida; and Fallon, Nevada.

We maintain regional sales offices in Chicago, Illinois and Pittsburgh, Pennsylvania and our corporate headquarters is located in Wheeling, West Virginia.

All of our property and equipment are subject to liens granted pursuant to our plan of reorganization, as described in Item 7 of this annual report on Form 10-K — “Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

Item 3. LEGAL PROCEEDINGS

In addition to the items discussed below, we are defendants from time to time in routine lawsuits incidental to our business. We do not believe that any proceedings, individually or in the aggregate, will have a material adverse effect on us.

Breach of Contract

In April 2005 we filed a lawsuit in Brooke County, West Virginia Circuit Court against Central West Virginia Energy Company (CWVEC), a subsidiary of Massey Energy Company (Massey), seeking substantial monetary damages and specific performance of a contract between us and CWVEC. On June 9, 2006, the court granted leave to allow us to amend our complaint to add fraud claims, to add Massey as a defendant and to add MSC as a co-plaintiff. Massey and CWVEC opposed this complaint amendment. In lieu of a trial in July 2006, the court ordered mediation between the parties, which was held on July 13, 2006. No settlement was reached at the mediation. On September 27, 2006, the court ruled in our favor on both issues raised in our amended complaint. A new trial date has been set for May 29, 2007. In a related matter, on May 24, 2006, the U.S. District Court, for the Northern District of Ohio ruled in our favor by affirming all of the previously disclosed rulings by the U.S. Bankruptcy Court for the Northern District of Ohio in 2005 regarding assignment of the CWVEC coal contract to MSC and interpreting the assignment provision of such contract. CWVEC has again appealed this decision to the U.S Court of Appeals for the Sixth Circuit.

As a result of the basic oxygen furnace ductwork collapse that occurred in December 2004, we submitted a business interruption claim. We received initial payments of $12.7 million on the claim. The parties initiated the claims appraisal process pursuant to the terms of the insurance policy in early 2006. The court selected an umpire for the appraisal process on September 15, 2006. On February 2, 2007, the umpire issued an award of an additional $6.1 million to us regarding the claim, which we have received. The amount of the deductible is still being disputed by

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the insurers and may be litigated in court; determining the deductible amount was not part of the claims appraisal process. As the appraisal process is now completed, we expect to proceed with litigation concerning the amount of the deductible. We intend to vigorously pursue all remedies with respect to this claim, and have filed a complaint to preserve our rights. There can be no assurance as to the ultimate amount we may receive in our business interruption claim or the timing of any further recovery.

Environmental Matters

Prior to confirmation of our plan of reorganization effective August 1, 2003, we settled all pre-petition environmental claims made by state (Ohio, West Virginia, Pennsylvania) and Federal (U.S. Environmental Protection Agency (USEPA)) environmental regulatory agencies. Consequently, we believe that we have settled and/or discharged environmental liability for any known Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund) sites, pre-petition stipulated penalties related to active consent decrees, or other pre-petition regulatory enforcement actions.

We estimate that demands for stipulated penalties and fines for post-petition events and activities through December 31, 2006 could total up to $3.2 million, which has been fully reserved by us. These claims arise from instances in which we exceeded post-petition consent decree terms, including: (a) $2.4 million related to a January 30, 1996 USEPA consent decree for our coke oven gas desulphurization facility; (b) $0.6 million related to a July 1991 USEPA consent decree for water discharges into the Ohio River; (c) $0.1 million related to a September 20, 1999 Ohio EPA consent decree for our coke oven gas desulphurization facility; and (d) $0.1 million related to a 1992 USEPA consent order for other water discharges issues. We may have defenses to certain of these exceedances.

In September 2000, we entered into a consent order with the West Virginia Department of Environmental Protection wherein we agreed to remove contaminated sediments from the bed of the Ohio River. We estimate the cost of removal of the remaining contaminated sediments to be $1.6 million at December 31, 2006, which has been fully reserved by us. We currently expect this work to be substantially complete by the end of 2007.

We are under a final administrative order issued by the USEPA in June 1998 to conduct a Resource Conservation and Recovery Act Facility Investigation to determine the nature and extent of soil and groundwater contamination at our coke plant in Follansbee, West Virginia. The USEPA approved our investigation work plan, and field activities were completed in 2004. We submitted the results of this investigation to the USEPA in the third quarter of 2005. It is expected that some remediation measures will be necessary and could commence within the next three to five years. Based on an initial estimate of the range of the possible cost to remediate, we have reserved $4.3 million for such remediation measures.

We have also accrued $0.4 million related to a 1989 consent order issued by the USEPA for surface impoundment issues at a coke plant facility owned by MSC.

In July 2005, an additional environmental liability was identified regarding the potential for migration of subsurface oil from historical operations into waters in the Commonwealth of Pennsylvania. A remediation plan was developed in 2005 and a revised remediation plan was submitted to the Commonwealth of Pennsylvania during the third quarter of 2006. An estimated expenditure of $1.0 million is expected to be made during 2007 to address this environmental liability, which has been fully reserved by us.

Total accrued environmental liabilities amounted to $10.5 million and $9.9 million at December 31, 2006 and 2005, respectively. These accruals were based on all information available to us. As new information becomes available, whether from third parties or otherwise, and as environmental regulations change, the liabilities are reviewed and adjusted accordingly. Unless stated above, the time frame over which these liabilities will be satisfied is presently unknown. Further, we consider it reasonably possible that it could ultimately incur additional liabilities relative to the above exposures of up to $5.0 million.

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An annual meeting of WPC stockholders was held on November 17, 2006.

WPC solicited proxies under Regulation 14A of the Securities Exchange Act of 1934 to (1) elect eleven persons to the WPC Board of Directors for a term expiring at the 2007 annual meeting of stockholders and (2) ratify the audit committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for 2006.

Esmark Incorporated (Esmark) solicited proxies pursuant to Regulation 14A of the Securities Exchange Act of 1934 to (1) elect nine persons to the WPC Board of Directors for a term expiring at the 2007 annual meeting of stockholders, (2) ratify the audit committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for 2006, (3) adopt a resolution amending the WPC Amended and Restated By-Laws to fix the number of directors at eleven, (4) adopt a resolution removing any directors other than the Esmark nominees and the directors designated by the United Steelworkers in accordance with its collective bargaining agreement with WPC, and (5) adopt a resolution to repeal any provision of, or amendments to, WPC’s Amended and Restated By-Laws unilaterally adopted by the Board of Directors after August 8, 2003 and before any of the Esmark nominees joins the Board of Directors if elected.

At the close of business on September 18, 2006, the record date for the determination of the WPC stockholders entitled to vote at the meeting, there were issued and outstanding 14,923,641 shares of WPC common stock, each share being entitled to one vote, constituting all of the outstanding voting securities of WPC. The holders of 10,321,444 shares of WPC common stock were represented in person or by proxy, constituting a quorum.

The following individuals were elected as directors for a term expiring at the 2007 annual meeting of stockholders or until their successors are duly elected and qualified as follows:

	Votes		Votes
Director	For		Withheld
Albert Adkins (Esmark nominee)		6,113,705		44,997
Craig T. Bouchard (Esmark nominee)		6,114,132		44,570
James P. Bouchard (Esmark nominee)		6,114,119		44,583
James L. Bowen (WPC nominee and USW designee)		8,988,057		49,706
Clark Burrus (Esmark nominee)		6,113,673		45,029
C. Frederick Fetterolf (Esmark nominee)		6,113,605		45,097
James V. Koch (Esmark nominee)		6,113,683		45,019
George Munoz (Esmark nominee)		6,113,744		44,958
Joseph Peduzzi (Esmark nominee)		6,113,751		44,951
James A. Todd (Esmark nominee)		6,113,719		44,983
Lynn R. Williams (WPC nominee and USW designee)		8,977,560		59,903

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Other matters presented to stockholders for ratification and adoption were as follows:

	Votes		Votes
	For		Against		Abstained
Ratification of PricewaterhouseCoopers LLP as independent auditors for 2006		10,195,254		94,602		31,588
Amendment of WPC’s Amended and Restated By-Laws to fix the number of directors at eleven		7,713,413		2,547,190		60,829
Removal of any directors other than Esmark nominated directors and directors designated by the United Steelworkers		7,633,755		2,626,847		60,837
Repeal of any provision of, or amendment to, WPC’s Amended and Restated By-Laws unilaterally adopted by the board of directors after August 8, 2003 and before any of Esmark’s nominees join the board of directors, if elected		7,652,800		2,583,349		85,290

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES

Wheeling-Pittsburgh Corporation common stock is traded on the Nasdaq Stock Market, Inc. Exchange (NASDAQ) under the symbol ‘‘WPSC.’’

The following table presents, for the periods indicated, the high and low closing sales prices of our common stock as reported by the NASDAQ.:

	High		Low
Year ended December 31, 2006:
First quarter	$	20.74	$	8.57
Second quarter	$	27.50	$	15.50
Third quarter	$	23.29	$	16.28
Fourth quarter	$	20.51	$	16.49
Year ended December 31, 2005:
First quarter	$	44.82	$	29.42
Second quarter	$	33.10	$	15.29
Third quarter	$	20.82	$	14.62
Fourth quarter	$	16.70	$	8.03

As of February 28, 2007, we had 15,287,293 shares of common stock outstanding and 2,889 stockholders of record.

Dividend policy

We currently intend to retain earnings for the continued development and expansion of our business. In addition, the terms of our credit agreements and indentures impose restrictions and limitations on the payment of dividends and the making of other distributions in respect of WPC’s common stock. Pursuant to the terms of our credit agreements, WPC is prohibited from directly or indirectly declaring or paying any dividend or making any other distribution on its common stock (other than dividends payable solely in its common stock). Similarly, pursuant to the terms of the indentures governing its Series A and Series B notes, WPSC is prohibited from declaring or paying any dividend or making any other distribution on its common stock (other than dividends and distributions payable in its common stock). In the absence of such restrictions or limitations, the payment of any dividends will be at the discretion of our Board of Directors.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding shares authorized for issuance under equity compensation plans as of December 31, 2006:

	Number of securities		Weighted average
	to be issued upon		exercise price of
	exercise of outstanding		outstanding		Number of shares
	options, warrants		options, warants		available for
Plan category	and rights		and rights (1)		future issuance
Equity compensation plans approved by security holders		—		—		—
Equity compensation plans not approved by security holders		338,248	$	3.42		628,953
Total		338,248	$	3.42		628,953

1. Weighted average computed based on 56,187 stock options outstanding at a weighted average exercise price of $20.58 per share and 282,061 stock unit service and performance awards outstanding subject to vesting at no additional cost.

Under the terms of its management stock incentive plan, WPC reserved 1,000,000 shares of its common stock for issuance. At December 31, 2006, 56,187 options to acquire shares of common stock were outstanding under the plan at a weighted average exercise price of $20.58 per share. At December 31, 2006, 236,032 stock unit service awards were outstanding under the plan which will vest, subject to forfeiture based solely on service, in amounts equal to 75,993, 87,680 and 72,359 in 2007, 2008 and 2009, respectively. At December 31, 2006, 46,029 stock unit performance awards were outstanding under the plan which will vest, subject to forfeiture based on a combination of service and stock performance, in 2009. During 2005, WPC issued 10,500 shares of restricted stock under its management stock incentive plan, all of which vested in 2006. During 2006 stock options for 28,965 shares of WPC common stock were exercised.

Under the terms of its restricted stock plan, WPC reserved 500,000 shares of its common stock for issuance. During 2003, WPC issued 500,000 shares of restricted stock under its restricted stock plan of which 493,334 shares vested and 6,666 shares were forfeited. Shares forfeited remain available for issuance under WPC’s restricted stock plan.

Stockholder Return Performance Graph

The following performance graph compares the total stockholder return of an investment in Wheeling-Pittsburgh’s common stock to that of the NASDAQ Stock Market (U.S Companies) Index (the NASDAQ U.S. Index) and S&P Steel Index for the period commencing October 28, 2003, the date on which Wheeling-Pittsburgh’s common stock was first publicly traded, and ending on December 31, 2006. The graph assumes an initial investment of $100 on October 28, 2003, in each of the Wheeling-Pittsburgh’s common stock, the NASDAQ U.S. Index and the S&P Steel Index, and that all dividends were reinvested. No cash dividends have been declared or paid on Wheeling-Pittsburgh’s common stock. The historical information set forth below is not necessarily indicative of future performance. Wheeling-Pittsburgh does not make or endorse any predictions as to future stock performance.

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The material in this graph is not “solicitation material”, is not deemed filed with the SEC, and is not incorporated by reference in any filing of Wheeling-Pittsburgh Corporation under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filing.

	10/28/03		12/31/03		12/31/04		12/31/05		12/31/06
Wheeling-Pittsburgh Corporation	$	100.00	$	262.37	$	414.41	$	96.99	$	201.40
NASDAQ U.S. Index	$	100.00	$	103.65	$	112.80	$	115.20	$	126.57
S&P Steel Index	$	100.00	$	129.82	$	207.92	$	254.51	$	458.83

The closing price of Wheeling-Pittsburgh’s common stock on the NASDAQ Stock Market on December 29, 2006, the last trading day in 2006, was $18.73 per share.

Item 6. SELECTED FINANCIAL DATA

The following selected historical consolidated financial data for the years ended December 31, 2006, 2005 and 2004 have been derived from our audited consolidated financial statements included in this report. The financial data for the five months ended December 31, 2003 and the seven months ended July 31, 2003 and the year ended December 31, 2002 have been derived from our audited financial statements that are not included in this report.

We elected to adopt Statement of Financial Accounting Standards No. 123 (revised 2004) in the first quarter of 2005 and elected to apply this statement using the modified retrospective method. As a result, financial statements and results of operations for all prior periods have been adjusted to give effect to the fair-value-based measurement method of accounting for all share-based payment transactions.

We adopted fresh-start accounting effective as of July 31, 2003, at the time our plan of reorganization became effective. As a result of this change in accounting, our historical financial statements will not be comparable to our future financial statements and therefore have been separated by a black line.

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	Reorganized Company												Predecessor Company
							(Dollars in thousands, except per share amounts)
										Five Months			Seven Months
				Year Ended						Ended			Ended			Year Ended
				December 31,						December 31,			July 31,			December 31,
	2006			2005			2004			2003			2003			2002
Consolidated Statement of Operations Data:
Net sales, including sales to affiliates of $333,267, $343,546, $367,735, $101,501, $164,273, and $258.681	$	1,770,765		$	1,560,513		$	1,405,794		$	396,902		$	570,439		$	979,993
Cost of sales, including cost of sales to affiliates of $319,179, $346,057, $324,813, $91,262, $143,840 and $238,937, excluding depreciation and amortization expense		1,621,799			1,479,474			1,206,773			395,950			563,832			894,449
Depreciation and amoritization expense		39,496			33,984			33,433			10,473			39,889			74,194
Selling, general and administrative expense		85,530			71,552			67,620			23,671			29,906			46,993
Reorganization and professional fee expense		—			—			—			(35	)		8,140			11,755
Operating income (loss)		23,940			(24,497	)		97,968			(33,157	)		(71,328	)		(47,398	)
Interest expense and other financing costs		(26,749	)		(21,834	)		(19,778	)		(10,215	)		(9,185	)		(15,987	)
Other income		13,332			11,843			17,520			4,350			3,228			4,567
Reorganization adjustments		—			—			—			—			400,075			1,262
Income (loss) before taxes		10,523			(34,488	)		95,710			(39,022	)		322,790			(57,556	)
Tax provision (benefit)		4,244			(71	)		33,479			15			(641	)		11
Income (loss) before minoirty interest		6,279			(34,417	)		62,231			(39,037	)		323,431			(57,567	)
Minority interest in loss of consolidated subsidiary		202			583			—			—			—			—
Net income (loss)	$	6,481		$	(33,834	)	$	62,231		$	(39,037	)	$	323,431		$	(57,567	)
Earnings (loss) per share:
Basic	$	0.44		$	(2.37	)	$	5.78		$	(4.11	)		*			*
Fully diluted	$	0.44		$	(2.37	)	$	5.66		$	(4.11	)		*			*
Average basic shares outstanding (in thousands)		14,725			14,302			10,759			9,500			*			*
Average diluted shares outstanding (in thousands)		14,864			14,302			11,002			9,500			*			*

* Prior to reorganization, WPC was a wholly-owned subsidiary of WHX Corporation.

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	Reorganized										Predecessor
	Company										Company
									As of		As of
			As of December 31,						July 31,		December 31,
	2006		2005		2004		2003		2003		2002
Consolidated Balance Sheet Data (end of period)
Cash, cash equivalents and short-term investments	$	21,842	$	8,863	$	31,198	$	4,767	$	7,382	$	8,543
Working capital (deficit) - - unaudited		72,939		69,922		153,190		7,765		47,100		(255	)
Property, plant and equipment, net		626,210		557,500		487,308		387,765		360,213		530,568
Total assets		1,122,545		1,020,248		955,486		868,886		878,769		959,116
Total debt, including capitalized leases and revolving credit facility		397,080		332,757		333,583		422,645		380,518		56,752
Liabilities subject to compromise		—		—		—		—		—		890,301
Stockholders’ equity (deficit)		286,193		265,504		290,605		104,613		142,500		(311,171	)

	Reorganized Company										Predecessor Company
						(Dollars in thousands, except per ton amounts)
								Five Months			Seven Months
			Year Ended					Ended			Ended			Year Ended
			December 31,					December 31,			July 31,			December 31,
	2006		2005			2004		2003			2003			2002
Consolidated Operating and Other Data (unaudited):
Employment:
Employment costs	$	292,792	$	271,962		$	239,236	$	94,651		$	143,265		$	248,829
Average number of employees		3,263		3,306			3,280		3,299			3,621			3,796
Production and Shipments:
Production – tons		2,502,315		2,452,131			2,362,886		958,816			1,399,853			2,527,826
Shipments – tons		2,329,667		2,164,404			2,125,434		912,937			1,305,046			2,213,506
Average sales price per ton of steel shipped	$	730	$	686		$	661	$	435		$	437		$	443
Other:
Operating income (loss) per ton steel shipped	$	10	$	(11	)	$	46	$	(36	)	$	(55	)	$	(21	)

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the Consolidated Financial Statements and related notes that appear in Item 8 of this Annual Report on Form 10-K.

This discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth In Item 1 — Business — “Risk Factors” and elsewhere in this report.

OVERVIEW

We, through WPSC, our wholly-owned principal operating subsidiary, produce flat rolled steel products for converters and processors, steel service centers, and the construction, container and agriculture markets. Our product offerings are focused predominantly on higher value-added finished steel products such as cold rolled products, fabricated products and tin and zinc coated products. Higher value-added products comprised 60.8% of our shipments during 2006. In addition, we produce hot rolled steel products, which represent the least processed of our finished goods. The commissioning of our Consteel^® electric arc furnace (EAF), along with the de-commissioning of one of our two blast furnaces, has transformed our operations from an integrated producer of steel to a hybrid producer with characteristics of both an integrated producer and a mini-mill.

WCC, an operating division of WPSC, manufactures our fabricated steel products for the construction, agricultural and highway markets. WCC products represented 21.7% of our steel tonnage shipped during 2006. WPSC also has ownership interests in three significant joint ventures. Wheeling-Nisshin and OCC, which together consumed 23.1% of our steel tonnage shipped during 2006, in the aggregate represented 18.5% of our net sales for 2006. Wheeling-Nisshin and OCC produce value-added steel products from materials and products primarily supplied by us. MSC owns and is refurbishing the coke plant facility that we contributed to it. MSC sells the coke produced by the coke plant to us and our joint venture partner.

We are engaged in one line of business and operate in one business segment, the production, processing, fabrication and sale of steel and steel products. Our sales are made to customers, substantially all of which are located in the United States. All of our operating assets are located in the United States.

Prior to August 1, 2003, we were a wholly-owned subsidiary of WHX Corporation. On November 16, 2000, we and eight of our then-existing wholly-owned subsidiaries, which represented substantially all of our business, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code, and emerged from bankruptcy on August 1, 2003.

Recent Developments

Merger Proposals; Proxy Contest; Directors and Officers
Our strategic partner search process began in the summer of 2005. Our Board of Directors engaged UBS Investment Bank (UBS) and conducted a series of management discussions and site visits with potential strategic partners. Although a number of parties expressed interest, management and their advisers principally held discussions with Esmark Incorporated (Esmark) and Companhia Siderúrgica Nacional (CSN). Initial discussions with Esmark began in June 2005. Wheeling-Pittsburgh and Esmark entered into a confidentiality agreement in July 2005 and Esmark proceeded with preliminary due diligence review. Initial discussions with CSN began in December 2005.

On July 17, 2006, The Bouchard Group LLC and Esmark announced their intention to seek the election of a new slate of directors at our 2006 annual meeting. On October 19, 2006 Esmark filed a definitive proxy statement for the election of their proposed director nominees and stated their further intention, if successful in the election of their nominees to our Board of Directors, to appoint a new management team and to present a merger proposal to our Board of Directors to merge Esmark with the Company.

We announced our preliminary agreement to enter into a merger transaction with CSN in August of 2006, and on October 24, 2006, we entered into a definitive merger agreement with CSN.

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At our annual stockholders meeting held on November 17, 2006, our stockholders elected all of the Esmark nominees together with the two representatives of the United Steelworkers of America (USW) who were installed as our Board of Directors on November 30, 2006 upon certification of the election results. Immediately thereafter, the Board of Directors appointed members of our audit committee, compensation committee, nominating and corporate governance committee, executive committee, and safety and environmental committee and finance committee.

On December 5, 2006, our Board of Directors appointed a committee comprised of five of its independent directors (Independent Committee) to evaluate third party merger proposals, including the CSN merger agreement and the Esmark merger proposal.

By letter dated December 12, 2006, CSN terminated its merger agreement with us and withdrew its enhanced proposal publicly announced November 6, 2006.

On March 16, 2007, the Company and Esmark entered into a definitive merger agreement providing for the formation of a new holding company (NewCo) in which our existing stockholders would receive one share of NewCo's common stock for each share of the Company's common stock held by each of our stockholders. Esmark stockholders would receive 17.5 million shares of the new company's common stock in the aggregate, plus additional shares of common stock for any new equity raised by Esmark prior to May 15, 2007. In addition to the share for share exchange, our stockholders may elect to receive either (1) a put right allowing the stockholder to put back to NewCo within a ten day period each of the shares of NewCo that were issued to such stockholder in the exchange for $20.00 per share, subject to a maximum of $150.0 million being paid for all exercised put elections, or (2) an underwritten right to purchase one additional share of NewCo common stock for each share of the Company's stock that was exchanged by such stockholder at $19.00 per share within a ten day period, subject to a maximum of $200.0 million worth of NewCo common stock (at such $19.00 price) being purchased under the purchase rights. As a condition to the closing of the merger, Franklin Mutual Advisers, LLC (Franklin) and the Company are required to enter into a standby purchase agreement that will require Franklin to purchase any of the foregoing unexercised purchase rights (up to a maximum of $200.0 million) and that, in any event, will obligate the Company to provide Franklin a minimum of $50.0 million in purchase rights. In each case, Franklin’s purchase rights are exercisable at a $19.00 per share price. Both the put and rights elections are subject to proration if the elections exceed the specified amounts. The transactions contemplated by the definitive agreement are subject to stockholder approval. The transaction is expected to be completed in the summer of 2007.

New Management

On November 30, 2006, the newly elected Board of Directors elected James P. Bouchard as Chairman of the Board of Directors and Chief Executive Officer of the Company and Craig T. Bouchard as Vice Chairman of the Board of Directors and President of the Company effective December 1, 2006. Shortly thereafter the Board of Directors appointed several new executives to our management team for both the Company and WPSC.

Production, Shipments and Pricing

During 2006, we produced 2,502,315 tons of steel slabs. Our EAF produced 1,220,729 tons of liquid steel during 2006. From November 20, 2006 through January 31, 2007, we discontinued operating our EAF to conserve cash. As a result of excess inventory at steel service centers leading to a decrease in demand for steel products, we decided to produce hot metal using our blast furnace and basic oxygen furnace, utilizing raw materials on hand, rather than operate our EAF which would have required additional outlays for the purchase of scrap. The EAF was restarted in February 1, 2007.

Steel shipments totaled 2,329,667 tons during 2006. Steel prices increased during the first eight months of 2006 before decreasing during the last four months of the year.

We completed installation of hot strip mill automatic roll changers at our primary steel-making facility in February 2006. The automatic roll changers have increased our annual hot rolling capacity to an estimated 3,400,000 tons per year.

Raw Materials

Critical raw materials, principally iron ore, purchased coke, zinc and natural gas, reflected price increases during 2006. The cost of coke produced by our MSC joint venture decreased during 2006.

Insurance Recovery

As the result of the basic oxygen furnace ductwork collapse that occurred in December 2004, we received $12.7 million in business interruption insurance recoveries during the first quarter of 2006. We received an additional recovery of $6.1 million during the first quarter of 2007, which was recorded as a reduction of cost of goods sold in 2006. We continue to pursue additional recoveries related to this matter.

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Stock Unit Awards

On March 10, 2006, we granted 145,998 stock unit service awards and 103,339 stock unit performance awards to certain employees under our management stock incentive plan, as amended. On December 19, 2006, we granted an additional 171,000 stock unit service awards under the plan. Stock unit service awards will vest to each individual based solely on service, subject to forfeiture, in general, over a three-year period from the date of grant. Stock unit performance awards will vest to each individual in full, subject to forfeiture, on March 31, 2009, based on a combination of service and market performance, as defined by the plan. Each stock unit award is equivalent to one share of our common stock. We, at our sole discretion, have the option of settling stock unit awards in cash or by issuing common stock or a combination of both.

Net Operating Loss Carryover Limitation
Based on information available to us, we believe that we underwent an “ownership change” pursuant to Section 382 of the Internal Revenue Code in the second quarter of 2006. As a result, our ability to utilize net operating loss carryovers to reduce taxable income in subsequent years will be subject to statutory limitations on an annual basis. Our net operating loss carryover as of December 31, 2006 approximated $344.1 million. We estimate that our ability to offset post-ownership change taxable income will be limited to approximately $8.0 million to $10.0 million per year. We believe that there are built-in gains inherent in the value of the Company’s assets that, when and if realized, may increase this annual limitation during the five-year period from the date of the ownership change. We are currently assessing the extent of these built-in gains.

Termination of Stockholder Rights Plan

On October 24, 2006, we terminated the Stockholder Rights Plan adopted by us on February 14, 2005.

Credit Arrangements and Covenant Compliance

In March 2006, we reached agreement with both the lenders under our term loan agreement and the Emergency Steel Loan Guarantee Board (Loan Board), the Federal loan guarantor, to waive compliance with the leverage, interest coverage and fixed charge coverage ratios under our term loan agreement through the quarter ending June 30, 2007. Through March 16, 2007, the term loan agreement, as amended, required us to maintain minimum borrowing availability of at least $50.0 million under our revolving credit facility at all times or to maintain a minimum fixed charge coverage ratio. Our revolving credit facility also required us to maintain minimum borrowing availability of at least $50.0 million at all times or to comply with a minimum fixed charge coverage ratio.

We met the minimum fixed charge coverage ratio for the quarter ended December 31, 2006. As a result, we are not required to maintain $50.0 million of borrowing availability under our revolving credit facility during the first quarter of 2007.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million of such excess collateral over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provides for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit, previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2007. The letter

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of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative amendments with regard to activities related to MSC. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Private Placement

On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, as well as James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President agreed to purchase convertible notes from us, and on March 16, 2007, we received $50.0 million and issued convertible subordinated promissory notes. Pursuant to the terms of such notes, the debt will be convertible into our common stock upon consummation of a merger between us and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to our term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the merger between us and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The $50.0 million will be used to pay down $37.5 million of indebtedness under our term loan agreement and for general corporate purposes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities at the balance sheet date and the reported revenues and expenses for the period. Our judgments and estimates are based on both historical experience and our expectations for the future. As a result, actual results may differ materially from current expectations.

We believe that the following are the more significant judgments and estimates used in the preparation of the financial statements.

Fresh Start Reporting

In accordance with SOP 90-7, effective as of July 31, 2003, we adopted ‘‘Fresh Start Reporting’’ for our reorganized company and recorded assets and liabilities at their fair values. Enterprise value was estimated using discounted cash flow methodologies and analysis of comparable steel companies.

Pension Benefits

We maintain a supplemental defined benefit pension plan for all salaried employees employed as of January 31, 1998, which provides a guaranteed minimum benefit based on years of service and compensation. Certain hourly employees who elected to retire under a job buyout program are also covered under this plan. Because benefits provided by this plan will be paid in the future over what could be many years, we estimate the accrued liability at each year-end balance sheet date using actuarial methods. The two most significant assumptions used in determining the liability under this plan are the discount rate and the expected return on plan assets.

The discount rate applied to our pension benefit obligation is based on high quality bond rates and the expected payout period of our pension benefit obligation. The discount rate used to measure our benefit obligation at December 31, 2006 was 5.9%. Management believes this rate to be appropriate based on the demographics of the employee group covered under the plan. A 1% increase in the discount rate would decrease the pension benefit obligation by approximately $0.4 million and a 1% decrease in the discount rate would increase the pension benefit obligation by approximately $0.4 million. A 1% increase in the discount rate would decrease periodic pension benefit costs by approximately $0.1 million annually and a 1% decrease in the discount rate would increase periodic pension benefit costs by approximately $0.1 million annually.

We have assumed an expected return on plan assets of 8.5% at December 31, 2006. A 1% increase in the expected return on plan assets would decrease periodic pension benefit costs by approximately $0.1 million annually and a

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1% decrease in the expected return on plan assets would increase periodic pension benefit costs by approximately $0.1 million annually.

We adopted Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” as of December 31, 2006.

Other Postretirement Benefits (OPEB)

The traditional medical and life insurance benefits that were provided to past hourly retirees were terminated effective October 1, 2003. Pursuant to our labor agreement, which we entered into in connection with our plan of reorganization, past retirees will receive medical and life insurance benefits under a VEBA trust. Future retirees under the labor agreement will be covered by a medical and life insurance program similar to that of active employees. All retirees and their surviving spouses shall be required to make monthly contributions for medical and prescription drug coverage, which, in the case of those covered under the VEBA trust, are made directly to the trust. Because these benefits provided by us will be paid in the future over what could be many years, we estimate the accrued liability at each year-end balance sheet date using actuarial methods. The two most significant assumptions used in determining the liability are the projected medical cost trend rate and the discount rate.

We estimate the escalation trend in medical costs based on historical rate experience in our plans and through consultation with health care specialists. We have assumed an initial escalation rate of 10% in 2007. This rate is assumed to decrease gradually to an ultimate rate of 5% in 2014 and remain at that level for all future years. The health care cost trend rate assumption has a significant effect on the costs and obligation reported. A 1% increase in the health care cost trend rate would increase the postretirement benefit obligation by approximately $0.1 million and a 1% decrease in the health care cost trend rate would decrease the postretirement benefit obligation by approximately $0.1 million. A 1% increase in the health care cost trend rate would increase periodic post-retirement benefit costs by approximately $0.1 million annually and a 1% decrease in the health care cost trend rate would decrease periodic post-retirement benefit costs by approximately $0.1 million annually.

The discount rate applied to our OPEB obligations is based on high quality bond rates and the expected payout period of our OPEB obligations. The discount rate used to measure our OPEB obligation at December 31, 2006 was 5.9%. Management believes this rate to be appropriate based on the demographics of the employee group covered under the plan, which does not include hourly employees who retired prior to October 1, 2003. A 1% increase in the discount rate would decrease the postretirement benefit obligation by approximately $8.6 million and a 1% decrease in the discount rate would increase the postretirement benefit obligation by approximately $10.2 million. A 1% increase in the discount rate would decrease periodic post-retirement benefit costs by approximately $0.5 million annually and a 1% decrease in the discount rate would increase periodic post-retirement benefit costs by approximately $0.6 million annually. We adopted Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” as of December 31, 2006.

Asset impairments

We periodically evaluate property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability is determined based on an estimate of the expected future undiscounted cash flows of the assets. If the carrying value of the assets exceeds the undiscounted cash flows of the assets, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value of the assets over the fair value of the assets. Fair value is estimated using discounted future cash flows and, if available, comparable market values. Considering the Company’s integrated operations, asset impairment evaluations are performed on a group basis, which represents the lowest level of independent cash flows. Undiscounted cash flows are based on longer-term projections that consider projected market conditions and the performance and ultimate use of the assets. If future demand and market conditions are less favorable than those projected by management, or if the probability of disposition of the assets differs from that previously estimated by management, asset impairments may be required.

Deferred taxes

Full realization of net deferred tax assets is largely dependent on our ability to generate future taxable income and to maintain our existing ownership. An ownership change, as defined in Section 382 of the Internal Revenue Code of 1986, could impose annual limitations on utilization of our net operating loss carryovers. We record a valuation

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allowance to reduce deferred tax assets to an amount that is more likely than not to be realized. On August 1, 2003, upon emergence from bankruptcy, we recorded a full valuation allowance against our net deferred tax assets due to the uncertainties surrounding realization as a result of the bankruptcy and our ability to generate future taxable income. Deferred tax assets that have arisen since that time, which principally consist of net operating losses, have also been fully reserved. However, as our operations continue, we will be required to periodically reevaluate the tax treatment of these deferred tax assets in light of actual operating results.

Environmental and legal contingencies

We provide for remediation costs, environmental penalties and legal contingencies when the liability is probable and the amount of the associated costs is reasonably determinable. We regularly monitor the progress of environmental remediation and legal contingencies, and revise the amounts recorded in the period in which changes in estimate occur.

RESULTS OF OPERATIONS

Year ended December 31, 2006 versus year ended December 31, 2005

Net sales 2006 totaled $1,770.8 million as compared to net sales of $1,560.5 million for 2005. Net sales for 2006 and 2005 included $70.4 million and $75.8 million, respectively, from the sale of raw materials (which includes coke sales to our joint venture partner). Net sales of steel products for 2006 totaled $1,700.4 million on steel shipments of 2,329,667 tons, or $730 per ton. Net sales of steel products for 2005 totaled $1,484.7 million on steel shipments of 2,164,404 tons, or $686 per ton. The increase in net sales was due to an increase in the volume of steel products sold and an increase in the average selling price of steel products of $44 per ton, offset by a decrease in the sale of raw materials.

Cost of sales for 2006 totaled $1,621.8 million as compared to cost of sales of $1,479.5 million for 2005. Cost of sales for 2006 included the cost of raw materials sold of $60.5 million and was reduced by insurance recoveries of $14.0 million related to prior year claims. Cost of sales for 2005 included the cost of raw materials sold of $49.6 million and was reduced by $4.4 million related to the receipt of an insurance settlement applicable to prior year claims.

Cost of sales of steel products sold during 2006 totaled $1,575.3 million, or $676 per ton. Cost of sales of steel products sold during 2005 totaled $1,434.3 million, or $663 per ton. The overall increase in the cost of steel products sold of $141.0 million resulted from an increase in the volume of steel products sold and an increase in the cost of steel products sold of $13 per ton. The per ton cost to produce steel products during 2006 was affected by an increase in the cost of ore, purchased coke, zinc and natural gas, offset, in part, by the cost absorption benefit of an increase in volume as compared to 2005. Wage and salary costs also increased during 2006 principally due to an 8% hourly wage increase in May 2005 and a 3% hourly wage increase in September 2005, both increases being pursuant to the 2003 collective bargaining agreement, and a 6% salaried wage increase in July 2005. VEBA and profit sharing expense increased by $8.5 million during 2006 compared to 2005.

Depreciation expense for 2006 amounted to $39.5 million as compared to $34.0 million for 2005. Depreciation and amortization expense increased due to a significant amount of capital placed in service during 2006 and the write-down of the net realizable value of idled equipment based on a reassessment of the scrap value of such equipment made during the fourth quarter of 2006.

Selling, general and administrative expense for 2006 amounted to $85.5 million as compared to $71.6 million for 2005. Selling, general and administrative costs increased principally due to a 6% salaried wage increase in July 2005, an increase in professional and consulting fees of $9.3 million related to merger and acquisition activities, primarily in connection with the proposed CSN merger transaction, an increase in severance costs of $2.5 million incurred during 2006 and $1.7 million in proxy fees reimbursable to Esmark, offset by a decrease in real and personal property tax expense.

Interest expense for 2006 amounted to $26.8 million as compared to $21.8 million for 2005. Average indebtedness outstanding for 2006 approximated $397.9 million as compared to $356.1 million for 2005, and the average rate of interest on all debt outstanding approximated 6.7% during 2006 as compared to 5.6% during 2005. Interest expense

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increased due to an increase in the amount of debt outstanding and an increase in the average rate of interest on debt outstanding during 2006 as compared to 2005.

Other income for 2006 totaled $13.3 million as compared to $11.8 million for 2005. Other income consists primarily of equity earnings from affiliates and interest and other income. Equity earnings from affiliates increased by $1.7 million and interest and other income decreased by $0.2 million during 2006 as compared to 2005.

The provision for income taxes for 2006 totaled $4.2 million as compared to a $0.1 million tax benefit for 2005. It is assumed that the earnings of equity affiliates will be returned in the form of dividends which will be subject to the dividends received deduction. Additionally, WPC and WPSC do not filed consolidated income tax returns, and, as a result, losses incurred by WPC, which are subject to full valuation allowance, are not available to offset income generated by WPSC for income tax purposes. The $0.1 million benefit for income taxes provided in 2005 represented refundable income taxes applicable to prior periods. No additional benefit for income taxes was provided during 2005 as it was not more likely than not that the tax benefit associated with the loss incurred during the period would result in a reduction of future income taxes payable.

The minority interest in the loss of a consolidated subsidiary for 2006 totaled $0.2 million as compared to $0.6 million for 2005.

Net income for 2006 amounted to $6.5 million as compared to a net loss of $33.8 million for 2005. Basic and diluted earnings per share were $0.44 for 2006 as compared to basic and diluted loss per share of $2.37 for 2005.

..

Year ended December 31, 2005 versus year ended December 31, 2004

Net sales for 2005 totaled $1,560.5 million as compared to net sales of $1,405.8 million for 2004. Net sales for 2005 included $75.8 million from the sale of excess raw materials. Net sales of steel products for 2005 totaled $1,484.7 million on steel shipments of 2,164,404 tons, or $686 per ton. Net sales of steel products for 2004 totaled $1,405.8 million on steel shipments of 2,125,434 tons, or $661 per ton The increase in net sales resulted from an increase in the average selling price of steel products of $25 per ton, an increase in the volume of steel products sold and $75.8 million from the sale of excess raw materials.

Cost of sales for 2005 totaled $1,479.5 million as compared to cost of sales of $1,206.8 million for 2004. Cost of sales for 2005 included the cost of excess raw materials sold of $49.6 million and was reduced by a $4.4 million insurance settlement related to prior periods. Cost of sales for 2004 was reduced by a $2.8 million environmental settlement related to prior periods.

Cost of sales for steel products sold in 2005 totaled $1,434.3 million, or $663 per ton. Cost of sales for steel products sold in 2004 totaled $1,209.6 million, or $569 per ton. The increase in the cost of steel products sold of $224.7 million, or $94 per ton, resulted principally from an increase in the cost of raw materials and fuels used in our steelmaking process. The cost of iron ore, coal, scrap and natural gas all increased during 2005, with the price of iron ore, specifically, increasing 70% in 2005. In addition, during 2005 and 2004, we experienced disruptions in the supply of coal from our two largest suppliers. This led to depleted coal inventory levels, which substantially increased the cost of purchasing metallurgical coal from alternative sources and increased maintenance costs at MSC’s coke plant facility. The volume of scrap and electricity consumed during 2005 increased significantly due to our new electric arc furnace, which was placed in service late in 2004. Wage and salary costs increased during 2005 principally due to an 8% hourly wage increase in May 2005, a 3% hourly wage increase in September 2005 and a 6% salaried wage increase in July 2005. VEBA and profit sharing expense for 2005 decreased by $21.8 million as compared to 2004.

Depreciation expense for 2005 totaled $34.0 million as compared to $33.4 million for 2004. Depreciation expense increased in 2005 principally as a result of depreciation expense on the electric arc furnace, which was placed in service late in 2004. Depreciation expense for 2004 also included a one-time adjustment of $2.6 million to reduce the carrying value of the blast furnace that was de-commissioned in 2005.

Selling, general and administrative expense for 2005 totaled $71.6 million as compared to $67.6 million for 2004. Selling, general and administrative expense increased in 2005 principally due to a 6% salaried wage increase in July 2005, offset by a $1.4 million decrease in profit sharing expense for 2005 as compared to 2004.

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Interest expense for 2005 totaled $21.8 million as compared to $19.8 million for 2004. Average indebtedness outstanding during 2005 approximated $356.1 million as compared to $399.0 million for 2004 and the average rate of interest on all debt outstanding approximated 5.6% in 2005 as compared to 4.7% in 2004. Interest expense increased during 2005 principally as a result of an increase in the average rate of interest on debt outstanding during 2005 and a $1.1 million decrease in the amount of interest capitalized during 2005 as compared to 2004, offset by a decrease in the average debt outstanding during 2005 as compared to 2004.

Other income for 2005 totaled $11.8 million as compared to $17.5 million for 2004. Other income consists principally of equity earnings from affiliates, which decreased $5.3 million during 2005 as compared to 2004.

A benefit for income taxes of $0.1 million was provided during 2005 as compared to a provision for income taxes of $33.5 million for 2004. It is not more likely than not that the tax benefits associated with losses incurred during 2005 will result in a reduction of future income taxes payable. As a result, no income tax benefit was provided during 2005, other than $0.1 million resulting from the refund of income taxes applicable to prior years.

The minority interest in the loss of a consolidated subsidiary for 2005 totaled $0.6 million. This amount related to the MSC joint venture that was formed in September 2005.

A net loss of $33.8 million was incurred in 2005 as compared to net income of $62.2 million for 2004. Basic and diluted loss per share were $2.37 in 2005 as compared to basic earnings per share of $5.78 and diluted earnings per share of $5.66 in 2004.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow from Operating Activities

During 2006, we used $9.1 million of cash flow from operating activities, consisting of $80.7 million from changes in working capital, offset by $63.9 million from adjusted net income (net income of $6.5 million adjusted for non-cash items of $57.4 million) and a $7.7 million change in non-current items. Working capital increased principally due to an increase in inventory at December 31, 2006 as compared to December 31, 2005 and a decrease in accounts payable and other current liabilities at December 31, 2006 as compared to December 31, 2005. Inventory increased principally due to an increase in quantities and an increase in the unit carrying cost of inventory at December 31, 2006 as compared to December 31.2005. Accounts payable decreased at December 31, 2006 from abnormally high levels at December 31, 2005. Other current liabilities decreased principally due to the liquidation of a $5.0 million bankruptcy obligation during 2006 and a $7.2 million reduction in deferred revenue.

During 2005, we generated $11.6 million of cash flow from operating activities, consisting of $4.0 million from adjusted net income (the net loss of $33.8 million adjusted for non-cash items of $37.8 million) and $25.8 million from changes in working capital, offset by a $18.2 million change in non-current items.

During 2004, we generated $72.0 million of cash flow from operating activities, consisting of $148.2 million from adjusted net income (net income of $62.2 million adjusted for non-cash items of $86.0 million), offset by $68.0 million from changes in working capital and a $8.2 million change in non-current items.

Cash Flow from Investing Activities

During 2006, capital expenditures, net of changes in restricted cash used to fund capital expenditures, used $97.5 million in cash flow and other investing activities generated $3.1 million in cash flow.

During 2005, capital expenditures and changes in restricted cash used to fund capital expenditures, used $104.9 million in cash flow and other investing activities generated $2.7 million in cash flow.

During 2004, capital expenditures, net of changes in restricted cash used to fund capital expenditures, used $57.8 million in cash flow and other investing activities generated $1.7 million in cash flow.

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Cash Flow from Financing Activities

During 2006, the minority interest investment in MSC provided $60.0 million in cash flow, net borrowings, including book overdrafts, provided $56.2 million in cash flow and the issuance of common stock provided $0.2 million in cash flow.

During 2005, the minority interest investment in MSC provided $60.0 million in cash flow and net borrowings, including book overdrafts, provided $8.4 million in cash flow.

During 2004, net proceeds from the issuance of common stock provided $99.7 million in cash flow and net borrowings, including book overdrafts, used $89.2 million in cash flow.

Liquidity and Capital Resources

Liquidity is provided under our amended and restated $225.0 million revolving credit facility. On December 31, 2006, we had liquidity and capital resources of $43.5 million, consisting of cash and cash equivalents of $10.6 million (excluding MSC joint venture cash of $11.2 million) and $32.9 million of availability under our revolving credit facility. During the quarter ended December 31, 2006, we were required to maintain $50.0 minimum borrowing availability at all times under our revolving credit facility. Accordingly, net borrowing availability noted above has been reduced by $50.0 million. At December 31, 2006, $110.0 million was outstanding under our revolving credit agreement and we had outstanding letters of credit of $32.1 million, which included the $12.5 million standby letter of credit posted in favor of the term loan lenders as noted below.

Our revolving credit facility, as amended, required us to maintain $50.0 million of borrowing availability at all times or to maintain a minimum fixed charge coverage ratio. In March 2006, our term loan lenders and the Emergency Steel Loan Guarantee Board (Loan Board) agreed to waive compliance with the leverage and interest coverage ratios and to amend the fixed charge coverage ratio under our term loan agreement through the quarter ending June 30, 2007, not requiring compliance with these covenants until the quarter ending September 30, 2007. The term loan agreement, as amended, required us to comply with a minimum fixed charge coverage ratio or to maintain minimum borrowing availability of at least $50.0 million at all times under our revolving credit facility. For the quarter ending December 31, 2006, we met the required minimum fixed charge coverage ratio under revolving credit facility and our term loan agreement. As a result, we will not be required to maintain $50.0 of borrowing availability at all times during the quarter ending March 31, 2007. However, no assurance can be given that we will be in compliance with covenants under our revolving credit facility or our term loan agreement for quarters ending after December 31, 2006.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million of such excess collateral over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provides for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit, previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various

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administrative amendments with regard to activities related to MSC. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, as well as James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President agreed to purchase convertible notes from us, and on March 16, 2007, we received $50.0 million and issued convertible subordinated promissory notes. Pursuant to the terms of such notes, the debt will be convertible into our common stock upon consummation of a merger between us and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to our term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the merger between us and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The $50.0 million will be used to pay down $37.5 million of indebtedness under our term loan agreement and for general corporate purposes.

At February 28, 2007, $126.9 million was outstanding under our revolving credit agreement and we had outstanding letters of credit of $31.9 million. As of February 28, 2007, we had liquidity and capital resources of approximately $68.2 million, consisting of cash and cash equivalents of $2.0 million and $66.2 million of availability under our revolving credit facility, without reduction for the minimum borrowing availability reserve of $50.0 million discussed above.

The terms of our revolving credit facility and other significant debt obligations are discussed more fully below.

$250 Million Term Loan Agreement

In August 2003, WPSC entered into a $250.0 million senior secured term loan agreement due August 1, 2014 with a bank group led by Royal Bank of Canada as administrative agent, which is guaranteed in part by the Loan Board, the Federal guarantor, and the West Virginia Housing Development Fund as described below. However, if the agent for the term loan lenders is unable or unwilling, in its sole discretion, to re-offer certain tranches of the term loan as of November 1, 2008, the maturity date for each tranche of the term loan will be November 1, 2008. The agent is required to provide us notice on or before May 1, 2008 as to whether it will undertake to re-offer certain tranches of the term loan. If the agent does not re-offer such tranches, we must repay an amount equal to all outstanding amounts under the term loan agreement on August 1, 2008.

In June 2004, WPSC entered into an amendment and waiver to our term loan agreement. The amendment and waiver provided for a 75 basis point reduction in the interest rate spread for the loans in which the interest rate is based upon the prime rate, reduced to the prime rate plus no margin, and a 120 basis point reduction in the interest rate spread to 55 basis points, for the loans in which the interest rate is based upon the LIBOR rate with respect to tranche B of the term loan, under which $162.1 million in principal amount was outstanding as of December 31, 2006.

In September 2005, we further amended our term loan agreement. The amendment allowed, among other things, for (i) the contribution by WPSC of its coke producing and related assets to MSC, as described above, and the removal of the term loan lenders’ lien on such assets; (ii) a liquidity enhancement of up to $75 million through an increase in borrowing availability under our revolving credit facility from $150.0 million to $225.0 million and the elimination of the requirement to maintain minimum availability of at least $25.0 million; and (iii) financial covenant relief for the third and fourth quarters of 2005.

In March 2006, we reached agreement with both the lenders under our term loan agreement and the Loan Board, the Federal loan guarantor, to waive compliance with the leverage and interest coverage ratios and to amend the fixed charge coverage ratio under our term loan agreement through the quarter ending June 30, 2007. Similar to the provision in our revolving credit facility, our term loan amendment required us to comply with a minimum fixed charge coverage ratio or to maintain minimum borrowing availability of at least $50.0 million under our revolving credit facility at all times. In addition, we agreed to make a prepayment of $6.25 million under our term loan agreement, representing the principal due with respect to the September 30, 2006 quarterly payment, with such payment having been made on April 3, 2006, the same date on which the June 30, 2006 scheduled principal payment of $6.25 million was made. We also posted a standby letter of credit in the amount of $12.5 million in favor of the term loan lenders, which will be released upon demonstrated compliance with the financial covenants as of September 30, 2007.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement.

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In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit, previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative amendments with regard to activities related to MSC. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Interest on borrowings is calculated based on either LIBOR or the prime rate using varying spreads as defined for each of the three tranches in the agreement. The blended rate of interest was approximately 6.7% at December 31, 2006. The term loan is to be repaid in quarterly installments of $6.25 million, which began in the fourth quarter of 2004, with a final payment to the agent of the remaining $149.9 million due on August 1, 2008 if such loan is not re-offered. At December 31, 2006, the term loan balance was $193.6 million.

Pursuant to the provisions of our term loan agreement, we are subject to, and are currently in compliance with, various covenants, including compliance with the terms and conditions of the guarantee of the Loan Board and the related guarantee of the West Virginia Housing Development Fund, limitations on indebtedness, guarantee obligations, liens, sales of subsidiary stock, dividends, distributions and investments.

The amended term loan agreement also limits our ability to incur certain capital expenditures, including obligations under capital leases and capitalized repairs and replacements, not to exceed in the aggregate specified maximums for each calendar year.

$225 Million Revolving Credit Facility

In July 2005, we entered into an amended and restated revolving credit facility with a bank group arranged by Royal Bank of Canada and General Electric Capital Corporation. The new credit facility amended and restated our $225.0 million revolving credit facility entered into in August 2003, which was scheduled to mature on August 1, 2006. The amended and restated revolving credit facility (i) extended the maturity date to July 8, 2009; (ii) provided for higher borrowing availability on certain collateral; and (iii) provided for lower borrowing rates and unused line fees, among other improvements.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess

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collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million of such excess collateral over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provides for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Interest on borrowings is calculated based on either LIBOR or the prime rate using spreads based on facility borrowing availability as defined in the agreement. The blended rate of interest was approximately 7.1% at December 31, 2006.

As of December 31, 2006, the fixed charge coverage ratio was in excess of the minimum required under the amended and restated revolving credit facility. As a result, we were not required to maintain minimum borrowing availability of $50.0 million under the facility. At December 31, 2006, $110.0 million was outstanding under our revolving credit facility, and we had outstanding letters of credit of $32.1 million. We had $32.9 million of net availability under the facility at December 31, 2006, net of the $50.0 minimum borrowing availability reserve noted above.

$40 Million Series A Notes

In August 2003, WPSC issued Series A secured notes in the aggregate principal amount of $40.0 million in settlement of claims under our bankruptcy proceedings. The Series A notes were issued under an indenture among WPSC, us, WP Steel Venture Corporation and J. P. Morgan Trust Company, National Association, the successor trustee to Bank One, N.A. The Series A notes mature on August 1, 2011 and have no fixed amortization, meaning that except for mandatory prepayments, based on excess cash flow or proceeds from the sale of certain joint venture interests, no payment of principal shall be required until such notes become due. The Series A notes bear interest at a rate of 5% per annum until August 1, 2008. Thereafter, such notes bear interest at a rate of 8% per annum. In the event that at any time the distributions from Wheeling-Nisshin and OCC to WPSC are not adequate to pay all of the interest then due under the Series A notes or WPSC is not in compliance with the terms of the term loan agreement or revolving credit facility, WPSC must pay both cash interest and payment-in-kind interest at rates set forth in the Series A notes. OCC is restricted from declaring dividends under the terms of its credit agreement with Bank of America, N.A. However, OCC is permitted to make distributions of interest and principal in respect of its indebtedness to us, subject to certain limitations set forth in its credit agreement and its subordination agreement. We are subject to, and are currently in compliance with, various covenants set forth in the Series A note indenture, including payment of principal and interest on the Series A notes, and limitations on additional indebtedness, creation of liens, disposition of interests in Wheeling-Nisshin or OCC, and payments of dividends and distributions.

$20 Million Series B Notes

In August 2003, WPSC issued Series B secured notes in the aggregate principal amount of $20.0 million in settlement of claims under our bankruptcy proceedings. The Series B notes were issued under an indenture among WPSC, us, WP Steel Venture Corporation and J. P. Morgan Trust Company, National Association, the successor trustee to Bank One, N.A. The Series B notes mature on August 1, 2010 and have no fixed amortization, meaning that no payment of principal shall be required until such notes become due. The Series B notes bear interest at a rate of 6% per annum to the extent interest is paid in cash. In the event that WPSC is not in compliance with the terms of the term loan agreement, the revolving credit facility or the Series A notes or WPSC’s excess cash flow (as defined in the Series B indenture) is insufficient to cover any or all interest payments then due under the Series B notes, WPSC must pay both cash interest and payment-in-kind interest at rates set forth in the Series B notes. We are subject to, and are currently in compliance with, various covenants under the Series B note indenture, which are substantially similar to many of those contained in the Series A note indenture.

$10 Million Unsecured Note

In August 2003, WPSC issued an unsecured note in the aggregate principal amount of $10.0 million to WHX Corporation. In July 2004, the WHX note was sold by WHX to a third party. The unsecured note bears interest at 6% per annum, matures in 2011 and has no fixed amortization, meaning that no payment of principal shall be

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required until such note becomes due. If cash interest is not paid, WPSC must pay payment-in-kind interest. Such note is subordinated in right of payment to our credit agreements, the Series A notes and the Series B notes.

The following table summarizes the categories of collateral that we have pledged to secure our current debt obligations and the ranking of our debt obligations with respect to all of the security interests that we have granted to date:

	Collateral Type
	Tangible and Intangible Assets and Joint Venture Equity Interest	Accounts Receivable and Inventory
Debt obligation secured by first security interest	$250 Million Term Loan	$225 Million Revolving Credit Facility
Debt obligation secured by second security interest	$40 Million Series A Notes	$250 Million Term Loan
Debt obligation secured by third security interest	$225 Million Revolving Credit Facility	$40 Million Series A Notes
Debt obligation secured by fourth security interest	$20 Million Series B Notes	$20 Million Series B Notes

In the event that we are unable to satisfy our payment and other obligations under our secured debt, the lenders under our secured debt obligations have various rights and remedies, including the right to force the sale of our assets and to apply the proceeds thereof to repay amounts owed by us. If such a foreclosure were to occur, then we may be unable to maintain our operations, and our business, financial condition and results of operations could materially suffer and our stockholders may lose all or part of their investment.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2006, we had no off-balance sheet transactions, arrangements, or other relationships with unconsolidated entities or persons that are reasonably likely to adversely affect liquidity, availability of capital resources, financial position or results of operations. Our investments in four of our joint ventures, Wheeling-Nisshin, OCC, Feralloy-Wheeling Specialty Processing Co. and Jensen Bridge, are each accounted for under the equity method of accounting. Pursuant to agreements with Wheeling-Nisshin and OCC, we have an obligation to support their working capital requirements. However, we believe it is unlikely that those joint ventures will require our working capital support in the foreseeable future based upon the present financial condition, capital resource needs and/or operations of these entities.

CERTAIN OTHER OBLIGATIONS

In August 2003, we reached agreements with various parties to defer payments of indebtedness and reduce costs in order to preserve liquidity upon emergence from bankruptcy. These agreements include:

• Modification and assumption agreement between WPSC and Danieli Corporation. Pursuant to the modified agreement, WPSC paid Danieli Corporation approximately $2.36 million. Approximately $3.8 million of the balance of the amount owed to Danieli Corporation was converted into a portion of the secured term loans under our term loan agreement that is not guaranteed by the Loan Board. The balance of the amount owed to Danieli Corporation was converted into a promissory note.

• Loan modification agreement between WPSC and the Ohio Department of Development. Under this agreement, we made a $2.0 million partial prepayment of the $6.985 million owed by WPSC to the Ohio Department of Development pursuant to a loan, dated as of January 18, 2002, from the Ohio Department of Development and we were granted a two-year deferral from the effective date of the plan of reorganization of $4.985 million of such loan at an interest rate of 3% per annum, which was originally due in August 2005. In

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August 2005, WPSC and the Ohio Department of Development agreed to modify the repayment terms of the loan, providing for a $1.0 million payment in October 2005, a $1.5 million payment in July 2006, and a $2.485 million payment in December 2006. In December 2006, we reached a tentative agreement with the Ohio Department of Development to extend the maturity date of the loan agreement to as late as January 2008.

•

Loan agreement between WPSC and the State of West Virginia. In connection with WPSC’s repayment of a $5.0 million loan from the West Virginia Development Office, WPSC entered into a $6.5 million loan agreement with the State of West Virginia. The loan has a five-year term expiring on August 1, 2008 and bears interest at a variable rate, which is reset annually and currently approximates 8.7% per annum.

CONTRACTUAL OBLIGATIONS

As of December 31, 2006, the total of our future contractual obligations, including the repayment of debt obligations, is summarized below.

	Contractual Payments Due
	(Dollars in millions)
					Less than		1-3		3-5		More than
	Total				1 Year		Years		Years		5 Years
Long-term debt	$	280.9	(1	)	$	31.4	$	176.4	$	73.1	$	—
Interest on long-term debt		42.5	(2	)		16.7		19.1		6.7		—
Capital leases		6.2	(1	)		0.7		1.7		1.4		2.4
Long-term operating leases		21.1	(3	)		3.9		6.8		5.3		5.1
Other long term liabilities:
Steelworker Pension Trust		20.5	(4	)		12.3		8.2		—		—
OPEB		31.3	(5	)		4.7		11.7		14.9		—
Coal miner retiree medical		1.6				0.1		0.2		0.1		1.2
Worker’s compensation		29.0	(6	)		—		5.8		11.6		11.6
Purchase commitments:
Oxygen supply		93.3	(7	)		10.0		20.0		23.2		40.1
Electricity		83.7	(8	)		7.5		15.0		14.0		47.2
Coal		8.4	(9	)		8.4		—		—		—
Coal		11.3	(10	)		11.3		—		—		—
Capital commitments		15.5	(11	)		15.5		—		—		—
Capital contribution — MSC		25.0				25.0		—		—		—
Total	$	670.3			$	147.5	$	264.9	$	150.3	$	107.6

1.	See Note 14 to Consolidated Financial Statement in Item 8 — Financial Statements and Supplementary Data.
2.	Represents estimated interest payments on existing long-term debt.
3.	See Note 15 to Consolidated Financial Statements in Item 8 — Financial Statements and Supplementary Data.
4.	Amount represents estimated payments to the Steelworkers Pension Trust, pursuant to our labor agreement with the USW, through the end of the labor contract, which expires on September 1, 2008.
5.	Amounts reflect our current estimate of corporate cash outflows for other post employment benefits and include the impact of assumed mortality, medical inflation and the aging of the population. No estimate has been made beyond 2011.
6.	Amounts reflect our current estimate of corporate cash outflows and exclude the impact of interest and mortality. The forecast of cash outflows is estimated based on historical cash payment information. No estimate has been made beyond 2011.
7.	We entered into a 15-year take-or-pay contract in 1999 that was amended in 2003. The contract requires us to purchase oxygen, nitrogen and argon each month with a minimum monthly charge of approximately $0.7 million, subject to escalation clauses.
8.	We entered into a 20-year take-or-pay contract in 1999, which was amended in 2003. The contract requires us to purchase steam and electricity each month or pay a minimum monthly charge of approximately $0.5 million, subject to increases for inflation, and a variable charge calculated at a minimum of $3.75 times the number of tons of iron produced each month with an agreed-to minimum of 3,250 tons per day, regardless of whether any tons are produced. At December 31, 2006, a maximum termination payment of $27.7 million would have been required to terminate the contract.

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9.	In 2004, we amended our contract to purchase coal each month to a minimum monthly charge of approximately $0.7 million. The term of the contract expires on December 31, 2007.
10.	In 2005, we entered into contracts to purchase 20,000 tons of coal each month from August 2006 through May 2007 at a price approximating $94.50 per ton.
11.	Amounts reflect contractual commitments for capital expenditures as of December 31, 2006.

Planned Capital Expenditures

Our planned capital expenditures for the three-year period 2007 through 2009 total approximately $169.0 million. Effective January 1, 2007, we will no longer consolidate MSC, a joint venture and variable interest entity. As a result, planned capital expenditures for the three-year period 2007 through 2009 do not include capital expenditures to be made by MSC during this period.

Major capital expenditures for the three-year period 2007 through 2009 include, but are not limited to, the following capital projects:

• $81.5 million for improvements to our primary production facility;

• $45.2 million for improvements of our finishing facilities;

• $8.1 million for improvements of our corrugating facility; and

• $26.6 million for environmental projects.

For the year ended December 31, 2006, we spent $109.0 million on capital expenditures which included capital expenditures of $77.3 made by MSC. Withdrawals from existing restricted cash balances in the amount of $11.5 million were used to fund these capital expenditures during 2006 and the minority interest investment in our consolidated subsidiary provided $60.0 million to fund MSC capital expenditures during 2006.

VEBA TRUST AND PROFIT SHARING PLANS

Below are summaries of our contribution obligations to the VEBA trust and our two profit sharing plans, one for our USW-represented employees and the other for our salaried employees, excluding our officers. Our future obligations, if any, to the VEBA trust and these plans are subject to and based on the level of our profitability (as described below) for each completed quarter. In addition, we have discretion, to the extent provided by the terms of the agreement establishing the VEBA trust and the terms of the profit sharing plans, to satisfy some or all of our funding obligations with shares of our common stock or cash.

For the year ended December 31, 2006, we incurred an aggregate obligation to the VEBA trust and the profit sharing plans of $13.8 million. Of this amount $10.2 million was settled in WPC common stock and $3.6 million was settled in cash during 2006.

VEBA Trust

In connection with our plan of reorganization and our collective bargaining agreement with the USW, we established a plan to provide health care and life insurance benefits to certain retirees and their dependents. The collective bargaining agreement also required us to create and make contributions to a trust to fund the payment of these retiree benefits. The VEBA trust is designed to constitute a tax-exempt voluntary employee beneficiary association under Section 501(c)(9) of the Internal Revenue Code. The agreement provides for contributions based on our profitability, payable within 45 days of the end of each fiscal quarter, under the following formula (collectively, the “Variable Contributions”):

(i)	40% of operating cash flow, between $16 and $24 of operating cash flow per ton of steel products sold to third parties, payable in cash;
(ii)	12% of operating cash flow, between $24 and $65 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC;

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(iii)	25% of operating cash flow, above $65 of operating cash flow per ton of steel products sold to third parties, payable in cash; and
(iv)	15% of operating cash flow below $30 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC, subject to compliance with dilution limitations.

Upon establishment of the plan, we contributed 4,000,000 shares of common stock to the VEBA trust (Initial Shares). Of these shares, 2,000,000 shares of common stock were designated as being creditable against any future contributions due under (ii) of the Variable Contribution formula described above to the extent that we elect to make the variable contribution in common stock of WPC. The number of “creditable” shares of common stock was subsequently reduced from 2,000,000 shares to 1,600,000 shares as the result of the sale by the VEBA trust of an aggregate of 400,000 shares in 2004. As of December 31, 2006, 1,289,158 shares of common stock remain creditable to reduce future contributions of common stock due under (ii) of the Variable Contributions formula described above. The number of shares of WPC common stock creditable against contributions due under (ii) of the Variable Contribution formula is determined by dividing the amount of the contribution due by the average closing price of WPC common stock for the 10 trading days immediately preceding the date the contribution is due.

In the event that we do not contribute a total of 400,000 shares of common stock to the VEBA trust under (ii) of the Variable Contribution formula described above by February 14, 2008, we are required to contribute 400,000 shares of our common stock to the VEBA trust, minus any shares of our common stock contributed prior to that date, no later than February 14, 2008.

“Operating cash flow,” for purposes of determining Variable Contributions, is defined as our earnings before interest and taxes, adjusted for certain amounts as set forth in the agreement with the USW (primarily unusual, extraordinary or non-recurring items).

During the year ended December 31, 2006, variable contributions of $9.4 million were incurred. Of this amount, $5.9 million was settled in WPC common stock and $3.5 million was settled in cash during 2006.

Pursuant to a Stock Transfer Restriction and Voting Agreement, the trustee of the VEBA trust has agreed to limit the number of shares of WPC common stock that it may sell during the four years following the effective date of our plan of reorganization. During each of the two years following August 1, 2005, the VEBA trust has agreed not to sell more than 50% of the remaining Initial Shares within any consecutive 12-month period. These restrictions will not apply to any additional shares that we may contribute to the VEBA trust in satisfaction of our Variable Contribution obligation, if any. In connection with the stock transfer restrictions, the VEBA trust has also agreed that it will abstain from voting 1.3 million shares of common stock, or such lesser number of shares as it may hold from time to time, for the election of directors of WPC.

Pursuant to a Registration Rights Agreement we entered into with the VEBA trust in 2003, the VEBA trust has the right to request that we register with the SEC for sale on a delayed or continuous basis certain shares of WPC common stock held by the VEBA trust. We will cooperate with the VEBA trustee to register shares eligible for sale, and possibly assist in the orderly marketing of such shares. Alternatively, without registration the VEBA trustee could sell a portion of such shares pursuant to SEC Rule 144.

Profit Sharing Plans

Pursuant to the collective bargaining agreement with the USW, and in addition to our obligations to make contributions to the VEBA trust based on our profitability as described under VEBA Trust above, we have an obligation to make quarterly profit sharing payments to or for the benefit of our active USW employees in an amount equal to 15% of our profits for the quarter, if any, in excess of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in the collective bargaining agreement. We have the discretion to make future payments, if any, in cash or in WPC common stock. Under the terms of the plan, we must satisfy any profit sharing obligation with respect to the first, second and third fiscal quarters within 45 days after the end of the quarter, while any obligation with respect to the fourth fiscal quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with respect to our annual audited financial statements. All payments in stock will be contributed to the participant’s 401(k) account, while payments in cash, if

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any, will be made directly to plan participants. To the extent that contributions of stock under this plan in any fiscal year, together with stock contributions to the VEBA trust under (iv) of the Variable Contribution formula described under “VEBA trust” above, exceed 10% of our common stock, on a fully diluted basis, we may satisfy our contribution obligation in the form of profit sharing notes. All profit sharing payments that become due are considered 100% vested when made.

For the year ended December 31, 2006, a profit sharing obligation of $3.3 million was incurred. Of this amount, $3.2 million was settled in WPC common stock and $0.1 million was settled in cash during 2006.

In addition, we have adopted a profit sharing plan for salaried employees under which we have an obligation to make quarterly profit sharing payments to or for the benefit of our salaried employees in an amount equal to 5.0% of our profits for the quarter, if any, in excess of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in the plan. The profit sharing pool will be divided among all salaried employees, excluding officers. Under the terms of the plan, we must satisfy any profit sharing obligations with respect to the first, second and third fiscal quarters within 45 days after the end of the quarter, while any obligation with respect to the fourth quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with respect to our annual audited financial statements. If profit sharing payments are made in company stock instead of cash, the shares of company stock will be contributed to the company stock fund under our salaried 401(k) savings plan. All profit sharing payments that become due are considered 100% vested when made.

For the year ended December 31, 2006, a profit sharing obligation of $1.1 million was incurred, which was settled in WPC common stock during 2006.

RECENT ACCOUNTING STANDARDS

The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FASB) No. 158, “Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)”, in September 2006. FASB No. 158 requires the recognition of the funded status of a benefit plan in the statement of financial position; requires the recognition of the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost as a component of other comprehensive income, net of tax; requires the measurement of defined benefit plan assets and obligations as of the fiscal year-end date; and requires additional footnote disclosure about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of gains or losses, prior service costs or credits and the net transition asset or obligation. FASB No. 158 is effective for fiscal years ending after December 15, 2006 except for the requirement to measure defined benefit plan assets and obligations as of the fiscal year-end date, which is effective for fiscal years ending after December 15, 2008. We adopted the provisions of FASB No. 158 for the fiscal year ending December 31, 2006.

The Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108) in September 2006. SAB 108 provides guidance for quantifying and evaluating prior year misstatements and for reporting the effects of such misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 had no effect on our financial statements.

The FASB issued FASB No. 157, “Fair Value Measurement”, in September 2006. FASB No. 157 defines fair value, established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB No. 157 is effective for fiscal years beginning after November 15, 2007. We do not expect the adoption of this statement to have a material impact on its financial statements.

The FASB issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes”, in June 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years

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beginning after December 15, 2006. We have not yet quantified the effects of FIN 48 on our financial statements.

The FASB issued FASB No. 155, “Accounting for Certain Hybrid Financial Instruments — an Amendment of FASB Statements No. 133 and 140”, in February 2006. FASB No. 155 eliminates the exemption from applying FASB No. 133 to interests in securitized financial assets and allows for fair value measurement at acquisition, at issuance or on re-measurement on an instrument-by-instrument basis in cases in which a derivative would otherwise have to be bifurcated. FASB No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. We do not expect the adoption of this statement to have a material impact on its financial statements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about the risk associated with our financial instruments. These statements are based on certain assumptions with respect to market prices, interest rates and other industry-specific risk factors. To the extent these assumptions prove to be inaccurate, future outcomes may differ materially from those discussed herein.

Commodity Price Risk and Related Risks

We are exposed to market risk or price fluctuation related to the sale of steel products. Approximately 25% of our sales are made as contract business (agreements in excess of three months), with approximately 75% of sales being made at spot prices. We do not use derivative instruments to hedge market risk relative to changing steel prices.

Prices for raw materials, natural gas and electricity are subject to frequent market fluctuations. Our market risk strategy generally has been to obtain competitive prices for our products and services and to allow operating results to reflect market price movements dictated by supply and demand. We periodically enter into physical contracts for the advance purchase and delivery of natural gas in an effort to hedge against market fluctuations. Due to “mark-to- market” provisions in these contracts, as our market exposure decreases, we can be required to make advance payments that ultimately are recovered upon delivery of the commodity, but which can temporarily reduce our liquidity until that time. We do not use derivative instruments to hedge market risk relative to changing prices for raw materials.

Interest Rate Risk

The fair value of cash and cash equivalents, receivables and accounts payable approximate their carrying values and are relatively insensitive to changes in interest rates due to their short-term maturity.

We manage interest rate risk relative to our debt portfolio by using a combination of fixed-rate and variable-rate debt. At December 31, 2006, approximately 62.8% of the aggregate principal amount of our debt outstanding was at variable rates with the balance outstanding under fixed rates. Since our portfolio of debt is comprised principally of variable-rate instruments, the fair value of debt is relatively insensitive to the effects of interest rate fluctuations. Our sensitivity to decreases in interest rates and any corresponding increases in the fair value of the fixed-rate portion of our debt portfolio would only unfavorably affect our earnings and cash flows to the extent that we would choose to repurchase all or a portion of our fixed-rate debt at prices above carrying value. Additionally, our interest expense is sensitive to changes in the general level of interest rates. A 100 basis point increase in the average rate for the variable interest rate debt would increase our annual interest expense by approximately $2.5 million.

Credit Risk

Counterparties expose us to credit risk in the event of non-performance. We continually review the creditworthiness of our counterparties.

Foreign Currency Exchange Risk

We have limited exposure to foreign currency exchange risk as almost all of our transactions are denominated in U.S. dollars.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Report on Internal Control Over Financial Reporting.

Management of Wheeling-Pittsburgh Corporation (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on the assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2006.

The Company’s independent registered public accounting firm has audited and issued their report on management’s assessment of the Company’s internal control over financial reporting, and the report is set forth in the Report of Independent Registered Public Accounting Firm which is included below.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Wheeling-Pittsburgh Corporation:

We have completed integrated audits of Wheeling-Pittsburgh Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Wheeling-Pittsburgh Corporation and its subsidiaries (Wheeling-Pittsburgh Corporation) at December 31, 2006 and 2005 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Wheeling-Pittsburgh Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, Wheeling-Pittsburgh Corporation changed its method of accounting for defined benefit and postretirement plans in 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Wheeling-Pittsburgh Corporation maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, Wheeling-Pittsburgh Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO. Wheeling-Pittsburgh Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of Wheeling-Pittsburgh Corporation’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable

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assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
March 16, 2007

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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)

	Year Ended
	December 31,
	2006			2005			2004
Revenues
Net sales, including sales to affiliates of $333,267, $343,546 and $367,735	$	1,770,765		$	1,560,513		$	1,405,794
Cost and expenses
Cost of sales, including cost of sales to affiliates of $319,179, $346,057 and $324,813 excluding depreciation and amortization expense		1,621,799			1,479,474			1,206,773
Depreciation and amortization expense		39,496			33,984			33,433
Selling, general and administrative expense		85,530			71,552			67,620
Total costs and expenses		1,746,825			1,585,010			1,307,826
Operating income (loss)		23,940			(24,497	)		97,968
Interest expense and other financing costs		(26,749	)		(21,834	)		(19,778	)
Other income		13,332			11,843			17,520
Income (loss) before income taxes and minority interest		10,523			(34,488	)		95,710
Income tax provision (benefit)		4,244			(71	)		33,479
Income (loss) before minority interest		6,279			(34,417	)		62,231
Minority interest		202			583			—
Net income (loss)	$	6,481		$	(33,834	)	$	62,231
Earnings (loss) per share:
Basic	$	0.44		$	(2.37	)	$	5.78
Diluted	$	0.44		$	(2.37	)	$	5.66
Weighted average shares (in thousands):
Basic		14,725			14,302			10,759
Diluted		14,864			14,302			11,002

The accompanying notes are an integral part of the consolidated financial statements.

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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)

	December 31,
	2006			2005
Assets
Current assets:
Cash and cash equivalents	$	21,842		$	8,863
Accounts receivables, less allowance for doubtful accounts of $2,882 and $2,594		138,513			132,643
Inventories		212,221			166,566
Prepaid expenses and other current assets		27,911			21,732
Total current assets		400,487			329,804
Investment in and advances to affiliates		53,585			55,100
Property, plant and equipment, less accumulated depreciation of $114,813 and $75,977		626,210			557,500
Deferred income tax benefits		30,537			26,264
Restricted cash		2,163			13,691
Intangible assets, less accumulated amortization of $2,136 and $1,795		255			4,725
Other assets		9,308			33,164
Total assets	$	1,122,545		$	1,020,248
Liabilities
Current liabilities:
Accounts payable, including book overdrafts of $13,842 and $21,020	$	99,536		$	117,821
Short-term debt		110,000			17,300
Payroll and employee benefits payable		34,766			41,125
Accrued income and other taxes		10,333			11,735
Deferred income taxes payable		30,537			26,264
Accrued interest and other current liabilities		8,970			5,757
Deferred revenue		1,287			8,523
Long-term debt due in one year		32,119			31,357
Total current liabilities		327,548			259,882
Long-term debt, less amount due in one year		254,961			284,100
Employee benefits		121,953			123,498
Other liabilities		25,600			13,030
Total liabilities		730,062			680,510
Minority interest		106,290			74,234
Stockholders’ equity
Preferred stock — $.001 par value; 20,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock — $.01 par value; 80,000,000 shares authorized; 15,274,796 and 14,686,354 shares issued; 15,268,130 and 14,679,688 shares outstanding		153			147
Additional paid-in capital		289,903			276,097
Accumulated deficit		(4,159	)		(10,640	)
Treasury stock, 6,666 shares, at cost		(100	)		(100	)
Accumulated other comprehensive income		396			—
Total stockholders’ equity		286,193			265,504
Total liabilities and stockholders’ equity	$	1,122,545		$	1,020,248

The accompanying notes are an integral part of the consolidated financial statements.

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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)

	Year Ended
	December 31,
	2006			2005			2004
Cash flow from operating activities
Net income (loss)	$	6,481		$	(33,834	)	$	62,231
Adjustments to reconcile net income (loss) to cash (used in) provided by operating activities:
Depreciation and amortization expense		39,496			33,984			33,433
VEBA, profit sharing and other stock transactions		11,094			3,961			22,981
Other postretirement benefits		(178	)		(786	)		3,359
Deferred compensation and stock options		2,558			3,018			2,837
Interest paid-in-kind		940			1,803			2,384
Equity income of affiliated companies, net of dividends		(43	)		(4,109	)		(11,884	)
(Gain) loss on disposition of assets		(397	)		450			361
Deferred income taxes		4,129			—			32,505
Minority interest		(202	)		(583	)		—
Other		54			48			—
Changes in current assets and current liabilities:
Accounts receivable		(5,870	)		11,866			(40,484	)
Inventories		(45,655	)		(9,897	)		(9,774	)
Other current assets		(6,179	)		8,221			(18,370	)
Accounts payable		(11,107	)		13,261			14,118
Other current liabilities		(11,886	)		2,367			(13,505	)
Other assets and other liabilities, net		7,713			(18,213	)		(8,167	)
Net cash (used in) provided by operating activities		(9,052	)		11,557			72,025
Cash flow from investing activities
Investment in affiliates		(517	)		—			—
Payments from affiliates		2,075			2,025			1,725
Capital expenditures		(108,994	)		(103,710	)		(132,442	)
Change in restricted cash used to fund capital expenditures		11,528			(1,189	)		74,636
Proceeds from sale of assets		1,526			625			28
Net cash used in investing activities		(94,382	)		(102,249	)		(56,053	)
Cash flow from financing activities
Book overdraft		(7,178	)		12,126			2,208
Net change in short-term debt		92,700			17,300			(79,251	)
Additions to long-term debt		—			—			3,000
Repayment of long-term debt		(29,371	)		(21,069	)		(15,195	)
Minority interest investment in subsidiary		60,000			60,000			—
Issuance of common stock, net of issuance costs		262			—			99,697
Net cash provided by financing activities		116,413			68,357			10,459
Net increase (decrease) in cash and cash equivalents		12,979			(22,335	)		26,431
Cash and cash equivalents, beginning of year		8,863			31,198			4,767
Cash and cash equivalents, end of year	$	21,842		$	8,863		$	31,198

See Note 21 for supplemental cash flow information

The accompanying notes are an integral part of the consolidated financial statements.

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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity
(Dollars in thousands)

													Accumulated
					Additional		Accumulated						Other
	Preferred		Common		Paid-in		Earnings			Treasury			Comprehensive
	Stock		Stock		Capital		(Deficit)			Stock			Income		Total
Balance, December 31, 2003	$	—	$	100	$	143,550	$	(39,037	)	$	—		$	—	$	104,613
Net income		—		—		—		62,231			—			—		62,231
Shares issued:
Public stock offering		—		37		99,660		—			—			—		99,697
Employee benefit plans		—		7		21,220		—			—			—		21,227
Restricted stock forfeiture		—		—		60		—			(60	)		—		—
Stock-based compensation expense recognized		—		—		2,471		—			—			—		2,471
Stock option grants		—		—		366		—			—			—		366
Balance, December 31, 2004		—		144		267,327		23,194			(60	)		—		290,605
Net loss		—		—		—		(33,834	)		—			—		(33,834	)
Shares issued:
Employee benefit plans		—		3		5,712		—			—			—		5,715
Restricted stock forfeiture		—		—		40		—			(40	)		—		—
Compensation expense recognized		—		—		2,687		—			—			—		2,687
Stock option grants		—		—		331		—			—			—		331
Balance, December 31, 2005		—		147		276,097		(10,640	)		(100	)		—		265,504
Net income		—		—		—		6,481			—			—		6,481
Shares issued:
Employee benefit plans		—		6		10,986		—			—			—		10,992
Stock-based compensation
expense recognized		—		—		2,232		—			—			—		2,232
Stock option grants		—		—		326		—			—			—		326
Stock options exercised		—		—		262		—			—			—		262
Adjustment to initially apply FASB Statement No. 158, without tax effect (See Note 17)		—		—		—		—			—			396		396
Balance, December 31, 2006	$	—	$	153	$	289,903	$	(4,159	)	$	(100	)	$	396	$	286,193

The accompanying notes are an integral part of the consolidated financial statements.

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Notes to Consolidated Financial Statements
(Dollars in thousands, except per share and per ton amounts)

1.	Summary of Significant Accounting Policies
	Nature of Business
	Wheeling-Pittsburgh Corporation (the Company) manufactures and sells hot rolled, cold rolled, galvanized, pre-painted and tin mill sheet products. The Company also manufactures fabricated steel products, including roll-formed corrugated roofing, roof deck, form deck, floor deck, bridgeform and other products used primarily in construction, highway and agricultural markets.
	Bankruptcy and Reorganization
	The Company emerged from bankruptcy effective August 1, 2003 and applied fresh start reporting as of July 31, 2003 pursuant to Statement of Position (SOP) 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code”.
	Principles of Consolidation
	The consolidated financial statements include the accounts of the Company and all companies more than 50% owned. The Company also evaluates the consolidation of entities under Financial Accounting Standards Board Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46(R)) which requires the Company to evaluate whether an entity is a variable interest entity and whether the Company is the primary beneficiary of the variable interest entity. Pursuant to FIN 46(R), the consolidated financial statements include the accounts of Mountain State Carbon, LLC, an entity in which the Company has a 50% voting interest (see Note 16).
	All material inter-company accounts, balances and transactions have been eliminated. The Company uses the equity method of accounting to account for investments in unconsolidated companies more than 20% owned. Unrealized profits or losses on sales to unconsolidated companies accounted for using the equity method of accounting have been eliminated.
	Cash and Cash Equivalents
	Cash and cash equivalents include cash on hand and on deposit and highly liquid debt instruments with maturities of three months or less. Cash that is restricted for use to fund capital expenditures is reflected as a non-current asset. At December 31, 2006, $11,159 in cash and cash equivalents was internally restricted for joint venture activities and was not available for general purposes.
	Accounts Receivable
	Accounts receivable are stated at net invoice amounts less an allowance for doubtful accounts. The Company provides a specific allowance for doubtful accounts for certain amounts remaining unpaid beyond normal customer payment periods and provides a general allowance for doubtful accounts based on historical loss experience. All amounts deemed to be uncollectible are charged against the allowance for doubtful accounts in the period in which the determination is made. Bad debt expense for 2006 and 2005 amount to $475 and $523, respectively.
	Inventory
	Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for substantially all inventories. At December 31, 2006 and 2005, approximately 96% and 94%, respectively, of all inventories were valued using the LIFO method. Cost is determined for non-LIFO inventories based on actual cost using the first-in, first-out (FIFO) method.
	Property, Plant and Equipment
	Property, plant and equipment acquired subsequent to July 31, 2003 is recorded at cost. Property, plant and equipment acquired prior to August 1, 2003, was recorded at fair value as of August 1, 2003 as a result of the application of fresh start reporting. Depreciation is computed using the straight-line method based on estimated useful lives of 40 years for real property and estimated useful lives ranging from 3 to 30 years for machinery and equipment. Betterments and improvements are capitalized. Repairs and maintenance are expensed as

57

incurred. Gains and losses from the sale of property, plant and equipment are recorded as cost of goods sold. Interest costs incurred to construct property, plant and equipment are capitalized.

The Company periodically evaluates property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is determined based on an estimate of the expected future undiscounted cash flows of the assets. If the carrying value of the assets exceeds the undiscounted cash flows of the assets, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value of the assets over the fair value of the assets. Fair value is estimated using discounted future cash flows and, if available, comparable market values. Considering the Company’s integrated operations, asset impairment evaluations are performed on a group basis, which represents the lowest level of independent cash flows.

Software Costs

Costs incurred for the development or purchase of internal-use software are capitalized and amortized over the useful life of the software, which is generally five years or less.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and tax credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period in which enactment occurs. Deferred income tax expense represents the change during the period in deferred tax assets and deferred tax liabilities. The components of deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Under the provisions of SOP 90-7, the benefit of pre-confirmation net operating loss carryforwards or any benefit resulting from the reversal of a valuation allowance applicable to other deferred tax assets are used first to reduce recorded goodwill, then to reduce other intangible assets and finally to increase additional paid-in capital (see Note 12).

Intangible Assets

The carrying value of intangible assets with a finite useful life is reviewed for impairment when events or changes in circumstances indicate that the carrying value of the intangible assets may not be fully recoverable. Recoverability is determined based on an estimate of the expected future undiscounted cash flows of the intangible assets. If the carrying value of the intangible assets exceeds the undiscounted cash flows of the intangible assets, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value of the intangible assets over the fair value of the intangible assets. Fair value is estimated using a discounted cash flow model. The Company has no intangible assets with an indefinite useful life.

Deferred Financing Costs

Costs incurred to obtain, extend or amend debt obligations are capitalized and amortized over the term of the related obligation.

Pension and Other Postretirement Benefits

The Company maintains a defined benefit pension plan for all salaried employees employed as of January 31, 1998. The Company also maintains defined benefit retiree health care and life insurance plans that provide benefits for substantially all salaried employees and for hourly employees retiring after October 1, 2003. The net pension and other postretirement benefits obligations recorded and the related periodic benefit costs are based on, among other things, assumptions of discount rates, estimated returns on plan assets, salary increases, mortality rates and future health care medical trend rates. Actuarial techniques and assumptions are used to estimate these obligations and the related periodic benefit costs.

The Company adopted the provisions of Statement of Financial Accounting Standards No. 158 as of December 31, 2006 (see Note 17).

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Asset Retirement Obligations

An asset retirement obligation associated with the retirement of long-lived assets is recognized when a liability is incurred and the fair value of the liability can be reasonably estimated. If fair value cannot be determined in the period in which the liability is incurred, a liability is recognized when a reasonable estimation of fair value can be made. Fair value is based on quoted market prices or the best information available in the circumstances.

The Company may incur asset retirement obligations in the event of a permanent plant shutdown. At December 31, 2006, the Company’s plant assets had indeterminate lives and a reasonable estimate of the fair value of associated asset retirement obligations could not be made.

Revenue Recognition

Revenue from the sale of products is recognized when title, ownership and risk of loss is transferred to the customer, which coincides with the time such products are shipped. Prepayments for products to be delivered in future periods are recorded as deferred revenue until shipment occurs and title, ownership and risk of loss passes to the customer. Shipping costs billed to customers are recorded as revenues.

Environmental Expenditures

Environmental expenditures relating to existing conditions caused by past operations that do not contribute to future revenues are expensed. Environmental expenditures that extend the life of related property, increase the value of related property or mitigate or prevent future contamination are capitalized. Liabilities are recorded on an undiscounted basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. Accruals for environmental obligations are not reduced by claims, if any, for recoveries from insurance carriers or other third parties until it is probable that such recoveries will be realized.

Stock-based Payments

The Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) (FASB No. 123(R)) in 2005 and accounts for all share-based payment transactions using a fair-value-based measurement method. The Company elected to apply this statement using the modified retrospective method (see Note 5).

Earnings (loss) per Share

Basic earnings (loss) per share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding, adjusted for the dilutive effect of common stock equivalents. In periods where losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents, as their inclusion would be anti-dilutive.

Use of Estimates

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates and assumptions made.

Concentrations of Credit and Business Risk

The Company is exposed to credit risk in the event of nonpayment by customers, principally steel service centers, converters and processors and customers in the construction and container industries, substantially all of which are located in the United States. The Company mitigates its exposure to credit risk by performing on-going credit evaluations and obtaining security as appropriate.

During 2006, 2005 and 2004, the Company had sales to one customer, an affiliate, which approximated 14.1%, 13.9% and 17.5% of revenue, respectively.

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	New Accounting Standards
	The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (FASB) No. 158, “Employers’ Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)”, in September 2006. FASB No. 158 requires the recognition of the funded status of a benefit plan in the statement of financial position; requires the recognition of the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic pension cost as a component of other comprehensive income, net of tax; requires the measurement of defined benefit plan assets and obligations as of the fiscal year-end date; and requires additional footnote disclosure about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of gains or losses, prior service costs or credits and the net transition asset or obligation. FASB No. 158 is effective for fiscal years ending after December 15, 2006 except for the requirement to measure defined benefit plan assets and obligations as of the fiscal year-end date, which is effective for fiscal years ending after December 15, 2008. The Company adopted the provisions of FASB No. 158 for the fiscal year ending December 31, 2006 (see Note 17).
	The Securities and Exchange Commission issued Staff Accounting Bulletin No. 108 (SAB 108) in September 2006. SAB 108 provides guidance for quantifying and evaluating prior year misstatements and for reporting the effects of such misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 had no effect on the Company’s financial statements.
	The FASB issued FASB No. 157, “Fair Value Measurement”, in September 2006. FASB No. 157 defines fair value, established a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB No. 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of this statement to have a material impact on its financial statements.
	The FASB issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes”, in June 2006. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company has not yet quantified the effect of FIN 48 on its financial statements.
	The FASB issued FASB No. 155, “Accounting for Certain Hybrid Financial Instruments — an Amendment of FASB Statements No. 133 and 140”, in February 2006. FASB No. 155 eliminates the exemption from applying FASB No. 133 to interests in securitized financial assets and allows for fair value measurement at acquisition, at issuance or on re-measurement on an instrument-by-instrument basis in cases in which a derivative would otherwise have to be bifurcated. FASB No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year beginning after September 15, 2006. The Company does not expect the adoption of this statement to have a material impact on its financial statements.
2.	Segments, Geographic Area and Major Customers
	The Company is engaged in one line of business and operates in one business segment, the production, processing, fabrication and sale of steel and steel products. The Company has a diverse customer base, substantially all of which is located in the United States. All of the Company’s operating assets are located in the United States.
	During 2006, 2005 and 2004, the Company had sales to one customer, an affiliate, which approximated 14.1%, 13.9% and 17.5% of revenue, respectively.
3.	Transactions with Affiliates and Related Parties
	The Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. (Wheeling-Nisshin), which is accounted for using the equity method of accounting. The Company had sales to Wheeling-Nisshin of $250,240, $216,697 and $246,679 during 2006, 2005 and 2004, respectively. Management believes that sales to Wheeling-Nisshin are made at prevailing market prices. The Company received dividends from Wheeling-Nisshin of $10,715, $5,000 and $2,500 during 2006, 2005 and 2004, respectively. At December 31, 2006 and

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	2005, the Company had accounts receivable due from Wheeling-Nisshin, Inc. of $1,853 and $3,439, respectively, and had accounts payable to Wheeling-Nisshin of $147 and $726, respectively.
	The Company owns 50% of the outstanding common stock of Ohio Coatings Corporation (OCC), which is accounted for using the equity method of accounting. The Company had sales to OCC of $78,276, $126,849 and $121,056 during 2006, 2005 and 2004, respectively. Management believes that sales to OCC are made at prevailing market prices. At December 31, 2006 and 2005, the Company had accounts receivable due from OCC of $3,461 and $8,852, respectively. At December 31, 2006 and 2005, the Company has a loan receivable due from OCC of $5,625 and $7,700, respectively, which bears interest at a variable rate, which currently approximates 7.1%. The Company recorded interest income on the loan receivable of $417, $539 and $546 during 2006, 2005 and 2004, respectively, and received payments on the loan receivable of $2,075, $2,025 and $1,725 during 2006, 2005 and 2004, respectively.
	The Company owns 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. (Feralloy), which is accounted for using the equity method of accounting. During 2006, 2005 and 2004, the Company received dividends from Feralloy of $343, $294 and $293, respectively.
	During 2006, the Company acquired 50% of the outstanding common stock of Jensen Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture, that produces and sells corrugated roofing products. The joint venture is accounted for using the equity method of accounting. The Company had sales to Jensen Bridge of $4,751 during 2006. Management believes that sales to Jensen Bridge are made at prevailing market prices. At December 31, 2006, the Company had accounts receivable due from Jensen Bridge of $1,369.
	During 2006, Esmark Incorporated (Esmark) incurred approximately $1,715 in connection with a proxy contest seeking to elect a new slate of directors at the Company’s 2006 annual meeting. Esmark, pursuant to Delaware law, has requested reimbursement of these costs from the Company. The Company accrued these costs in 2006.
4.	Insurance Recovery
	During February 2007 and during February and March 2006, the Company received $6,116 and $12,659, respectively, in partial settlement of a business interruption insurance claim relating to an insurable event that occurred in December 2004. Of these amounts, $13,415 was recorded as a reduction of cost of goods sold during 2006 and $5,360 was recorded as a reduction of cost of goods sold during 2005. Business interruption insurance recoveries are recorded in the period in which a sworn statement of proof of loss is received from the insurance carriers or the insurance carrier acknowledges an obligation to pay and collectibility is assured.
5.	Share-Based Payments
	The Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment”, in the first quarter of 2005 and elected to apply the statement using the modified retrospective method.
	Non-vested restricted stock The Company maintains a non-vested restricted stock plan pursuant to which it granted 500,000 shares of its common stock to selected key employees on July 31, 2003. These shares vested, subject to forfeiture, in increments of one-third of the total grant to each individual ratably over three years. Of these shares, 493,334 shares vested and 6,666 shares were forfeited. In March 2005, the Company granted 10,500 shares of common stock to certain employees under its management stock incentive plan, all of which vested during 2006.
	The grant date fair value of non-vested restricted stock is measured as being equal to the fair value of the Company’s common stock on the date of grant. The 10,500 shares of non-vested restricted stock granted during 2005 had a grant date fair value of $39.01 per share.

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A summary of activity under these plans as of December 31, 2006 and changes during the year then ended is as follows:

				Weighted
				Average
				Grant Date
	Shares			Fair Value
Balance, December 31, 2005		174,500		$	16.44
Granted		—			—
Forfeited		—			—
Vested		(174,500	)	$	16.44
Balance, December 31, 2006		—		$	—

Compensation expense under these plans is measured as being equal to the fair value of the common stock issued on the grant date, amortized over the vesting period for each grant. Compensation expense related to these plans amounted to $1,609, $2,687 and $2,471 for 2006, 2005 and 2004, respectively. The total fair value of shares vested during 2006, 2005 and 2004 was $3,317, $3,088 and $4,943, respectively. No shares granted under these plans are subject to retirement eligible provisions.

Stock options

The Company maintains a stock option plan for non-employee directors of the Company pursuant to which it granted stock options for 22,755, 25,389 and 19,215 shares of its common stock during 2006, 2005 and 2004, respectively, at a weighted average exercise price of $19.74, $16.65 and $21.99 per share, respectively. The options were granted at a price equal to the average stock price for a five-day period ending on the date of grant, vest upon receipt, are exercisable at the option of the holder and lapse ten years from the date of grant. If a non-employee director of the Company terminates association with the Company, outstanding stock options are exercisable within 90 days from the date of such termination. During 2006, proceeds of $262 were received from the exercise of 28,965 stock options. No stock options were exercised during 2005 and 2004.

The grant date fair value of stock options granted under the plan is estimated using the Black-Scholes pricing model. The weighted average grant date fair value for stock options granted during 2006, 2005 and 2004 was
$14.34, $13.04 and $19.05 per option, respectively, determined using the following assumptions:

	Year Ended
	December 31,
	2006			2005			2004
Average risk-free interest rate		4.93	%		4.38	%		3.41	%
Expected dividend yield		0.00	%		0.00	%		0.00	%
Expected volatility		81.57	%		83.32	%		88.27	%
Expected life (years)		5			5			5

The Company previously used a ten-year expected life assumption relative to stock options, which was equal to the term of the stock options issued. During 2006, the Company changed this expected life assumption to five years, which is a simple average of the vesting period and the term of the stock options issued. The effect of this change on previously reported amounts was not material.

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A summary of activity under this plan as of December 31, 2006 and changes during the year then ended is as follows:

				Weighted-
				Average			Aggregate
				Exercise			Intrinsic
	Shares			Price			Value
Oustanding, December 31, 2005		62,397		$	15.53
Granted		22,755			19.74
Exercised		(28,965	)		(9.03	)
Expired		—			—
Outstanding, December 31, 2006		56,187		$	20.58
Exercisable, December 31, 2006		56,187		$	20.58		$	90

Compensation expense under this plan is equal to the fair value of the stock options granted on the grant date. Compensation expense relative to stock options amounted to $326, $331 and $366 for 2006, 2005 and 2004, respectively.

Stock unit awards

During 2006, the Company granted 316,998 stock unit service awards and 103,339 stock unit performance awards to certain employees under its management stock incentive plan, as amended. During 2006, 80,966 stock unit service awards and 57,310 stock unit performance awards were forfeited. Stock unit service awards will vest to each individual based solely on service, subject to forfeiture, in amounts equal to 18,996, 30,680 and 15,356 on March 31, 2007, 2008 and 2009, respectively, and 56,997, 57,000 and 57,003 on December 19, 2007, 2008 and 2009, respectively. Stock unit performance awards will vest to each individual in full, subject to forfeiture, on March 31, 2009, based on a combination of service and market performance. In general, market performance will be determined based on a comparison of the annualized total shareholder return of the Company’s stock, as defined by the plan, as compared to the percentage increase in the Dow Jones US Steel Index over the three-year period ending December 31, 2008. Based on market performance as measured against predetermined targets, as defined by the plan, all, a portion or none of these stock unit performance awards may vest to each individual on March 31, 2009. Each stock unit award is equivalent to one share of common stock of the Company. The Company, at its sole discretion, has the option of settling stock unit awards in cash or by issuing common stock or a combination of both. No stock unit awards granted under the plan vested during 2006. No stock unit awards granted under this plan are subject to retirement eligible provisions.

The grant date fair value of stock unit service awards is measured as being equal to the fair value of the Company’s common stock on the date of grant. The weighted average grant date fair value of stock unit service awards granted during 2006 was $18.41 per stock unit service award. The grant date fair value of stock unit performance awards is estimated using a lattice-based valuation model. The grant date fair value of stock unit performance awards granted during 2006 was $21.67 per stock unit performance award, determined using the following assumptions:

Average risk-free interest rate	4.80	%
Expected dividend yield	0.00	%
Expected volatility	68.00	%
Expected life (years)	3
Expected turnover rate	10.00	%

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A summary of activity under this plan as of December 31, 2006 and changes during the year then ended is as follows:

				Weighted
				Average
	Units/			Grant Date
	Shares			Fair Value
Balance, December 31, 2005		—		$	—
Granted		420,337			19.21
Forfeited		(138,276	)		20.02
Vested		—		$	—
Balance, December 31, 2006		282,061		$	18.82

	Compensation expense for stock unit awards is equal to the grant date fair value of the stock unit awards, amortized over the requisite service period for the entire award, using the straight-line method. Compensation expense relative to stock unit awards amounted to $623 for 2006. At December 31, 2006, deferred compensation expense relative to stock unit awards amounted to $4,684. This amount will be amortized to expense over the requisite service period through December 2009.
	The Company authorized and issued 500,000 shares of restricted stock under its non-vested restricted stock plan of which 6,666 shares were forfeited and remain available for issuance under the plan. The Company authorized 1,000,000 shares of common stock for issuance under its management stock incentive plan. At December 31, 2006, 10,500 restricted shares of common stock had been issued under the management stock incentive plan, 56,187 options to acquire shares of common stock were outstanding under the plan and 282,061 stock unit awards were outstanding under the plan.
6.	Interest Expense and Other Financing Costs

	Year Ended
	December 31,
	2006			2005			2004
Interest incurred	$	26,861		$	19,729		$	18,933
Less interest capitalized		(4,583	)		(2,946	)		(4,050	)
Net interest		22,278			16,783			14,883
Amortization of deferred financing costs		4,471			5,051			4,895
Interest expense and other financing costs	$	26,749		$	21,834		$	19,778

7. Other Income

	Year Ended
	December 31,
	2006		2005		2004
Equity income in affiliates	$	11,101	$	9,403	$	14,677
Interest and investment income		1,811		914		1,226
Other		420		1,526		1,617
Total	$	13,332	$	11,843	$	17,520

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8.	Earnings (Loss) Per Share
	For the years ended December 31, 2006, 2005 and 2004, a reconciliation of the numerator and denominator for the calculation of basic and diluted earnings (loss) per share is as follows:

	Year Ended
	December 31,
	2006		2005			2004
Income (loss) available to common stockholders	$	6,481	$	(33,834	)	$	62,231
Weighed-average basic shares outstanding (in thousands)		14,725		14,302			10,759
Dilutive effect of (in thousands)+A1:
Non-vested restricted common stock		75		—			228
Stock options		14		—			15
Stock unit awards		50		—			—
Weighed-average diluted shares outstanding (in thousands)		14,864		14,302			11,002
Basic earnings (loss) per share	$	0.44	$	(2.37	)	$	5.78
Diluted earnings (loss) per share	$	0.44	$	(2.37	)	$	5.66

For the years ended December 31, 2006 and 2005, stock options for 30,212 and 62,397 shares of common stock at a weighted average exercise price of $24.90 and $15.53, respectively, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the year ended December 31, 2005, 341,167 shares of non-vested restricted common stock were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

9.

Inventories

	December 31,
	2006			2005
Raw materials	$	44,189		$	49,193
In-process		212,315			155,860
Finished products		58,606			28,870
Other materials and supplies		46			152
Total current cost		315,156			234,075
Excess of current cost over carrying value		(102,935	)		(67,509	)
Total carrying value	$	212,221		$	166,566

	During 2006, 2005, 2004, certain inventory quantities were reduced, resulting in liquidations of LIFO inventories carried at costs prevailing in prior periods. The effect was to increase income by $2,647, $5,170 and $2,139, respectively.
10.	Investment in and Advances to Affiliates
	The Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, 50% of the outstanding common stock of OCC, 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. and a 50% interest in Jensen Bridge, all of which are accounted for using the equity method of accounting. The carrying value of the Company’s investment in affiliates was $47,960 and $47,400 at December 31, 2006 and 2005, respectively.
	As a result of the application of fresh start reporting, the Company restated its investment in affiliates to fair value as July 31, 2003. At December 31, 2006, the Company’s interest in the net assets of its affiliates accounted for using the equity method of accounting amounted to $61,471, which exceeded the carrying value of the Company’s investment in affiliates by $13,511. This amount is being amortized to income over a 10-year period, which represents the estimated remaining useful life of the long-lived assets of the affiliates as of July 31, 2003.

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	The Company has a loan receivable due from OCC, which bears interest at a variable rate, which currently approximates 7.1%. The loan receivable due from OCC was $5,625 and $7,700 at December 31, 2006 and 2005, respectively.
11.	Property, Plant and Equipment

	December 31,
	2006			2005
Land, land improvements and mineral rights	$	11,403		$	8,608
Buildings		29,105			21,717
Machinery and equipment		584,480			458,158
Construction in progress		116,035			144,994
Total		741,023			633,477
Less accumulated depreciation and amortization		(114,813	)		(75,977	)
Net	$	626,210		$	557,500

	Property, plant and equipment included gross assets acquired under capital leases of $2,920 at December 31, 2006 and 2005. Related amortization included in accumulated depreciation and amortization was $233 and $158 at December 31, 2006 and 2005, respectively. Amortization of assets under capital leases is included in depreciation expense. At December 31, 2006, the net book value of idled equipment included in property, plant and equipment was $3,450.
12.	Intangible Assets
	Intangible assets represents the estimated fair value of steel supply contracts with Wheeling-Nisshin and OCC, which were recorded as a result of the application of fresh start reporting as of July 31, 2003. These intangible assets were being amortized over the term of the steel supply contracts, one of which expires in 2012 and the other in 2013, using the straight-line method. No residual value was assigned to these contracts. The Company recorded amortization expense of $341, $449 and $923 in 2006, 2005 and 2004, respectively.
	Under the provisions of SOP 90-7 and FASB 109, either pre-confirmation net operating loss carryforwards or benefits resulting from the reversal of a valuation allowance applicable to other deferred tax assets are used first to reduce goodwill, then to reduce other intangible assets, and finally as a credit to additional paid-in capital. During 2006 and 2005, other intangible assets was reduced by $4,129 and $2,979, respectively, representing the tax benefit from the utilization of pre-confirmation net operating loss carryforwards and deferred tax assets for which a full valuation allowance has been provided.
13.	Short-Term Debt
	On July 8, 2005, the Company entered into an amended and restated $225,000 revolving credit agreement, which matures on July 8, 2009. This new revolving credit facility amended and restated the Company’s $225,000 revolving credit agreement entered into in August 2003, which was scheduled to mature on August 1, 2006. At December 31, 2006 and 2005, $110,000 and $17,300 was outstanding under the revolving credit facility, respectively.
	The revolving credit facility requires the Company to maintain minimum borrowing availability of $50,000 at all times or to comply with a minimum fixed charge coverage ratio if borrowing availability under the revolving credit facility falls below $50,000 at any point in time. If an event of default occurs under the Company’s $250,000 senior secured term loan, such event will constitute an event of default under the Company’s amended and restated revolving credit agreement. Additionally, if an event of default results in acceleration of the Company’s term loan or revolving credit agreement, such event would also result in the acceleration of substantially all of the Company’s other indebtedness pursuant to cross-default or cross-acceleration provisions. The Company is restricted from paying any cash dividends under the terms of the revolving credit agreement.
	On March 16, 2007, the revolving credit agreement was amended to allow the Company to access collateral in excess of the $225,000 commitment under the facility. If the minimum fixed charge coverage ratio is not met by the Company at

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	the end of any quarter and excess collateral, as defined by the agreement, is available, the Company will be able to access up to $45,000 of such excess collateral over and above the $225,000 commitment amount and the Company will be required to maintain at least $50,000 of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, the Company will be permitted to borrow up to $220,000 under the facility. The incremental amount of borrowing availability of up to $45,000 will decrease by $5,000 each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25,000 through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that the Company maintain minimum borrowing availability of $50,000 at all times without access to collateral beyond the $225,000 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable.
	Borrowing availability under the revolving credit facility is based on eligible accounts receivable and inventory amounts, as defined by the revolving credit facility. Borrowing availability is reduced by amounts outstanding under the revolving credit facility and by outstanding letters of credit. Interest on borrowings under the revolving credit facility is payable monthly and is calculated based on LIBOR or the prime rate using spreads based on borrowing availability, as defined by the revolving credit facility. The average rate of interest on amounts outstanding under the revolving credit facility during 2006, 2005 and 2004 approximated 7.9%, 6.3% and 4.9%, respectively. Amounts outstanding under the revolving credit facility are collateralized by a first lien on accounts receivable and inventory and a third lien on other tangible and intangible assets and investments in affiliates.
	Due to certain mandatory lockbox requirements and other provisions under the revolving credit agreement, amounts outstanding under the revolving credit facility have been classified as a short-term obligation in accordance with the provisions of EITF 95-22.
14.	Long-Term Debt

	December 31,
	2006		2005
Senior secured term loan	$	193,650	$	218,650
Series A secured notes		40,985		41,681
Series B secured notes		23,266		22,661
Unsecured 6% note		11,506		11,171
West Virginia Department of Development		6,539		6,539
Ohio Department of Development		2,000		3,985
Industrial revenue bonds (capital leases)		5,440		6,190
Other, including a capital lease		3,694		4,580
Total		287,080		315,457
Less amount due in one year		32,119		31,357
Long-term debt due after one year	$	254,961	$	284,100

Assuming repayment of the senior secured term loan in 2008 and without consideration of future prepayments that may be required based on excess cash flow calculations under certain debt obligations, long-term debt matures as follows:

2007	$	32,119
2008		176,535
2009		1,543
2010		24,811
2011		49,657
After 2011		2,415
Total	$	287,080

$250,000 senior secured term loan

On August 1, 2003, WPSC entered into a $250,000 senior secured term loan agreement. The term loan agreement matures on August 1, 2014. However, if the administrative agent under the loan is unable or unwilling to re-offer certain tranches of the term loan agreement as of November 1, 2008, the maturity date for each tranche of the term loan agreement will occur on November 1, 2008. The term loan agreement is

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collateralized by a first lien on tangible and intangible assets and investments in affiliates and a second lien on accounts receivable and inventory.

The term loan agreement is payable in quarterly installments of $6,250. Additional prepayments are due under the term loan agreement on a quarterly basis equal to 50% of excess cash flow, as defined by the term loan agreement. Interest on borrowings under the term loan agreement is payable monthly and is calculated based on LIBOR or the prime rate using spreads defined by the term loan agreement. The average rate of interest on amounts outstanding under the term loan agreement during 2006, 2005 and 2004 approximated 6.3%, 4.5% and 3.5%, respectively.

The term loan agreement is subject to various financial covenants, including fixed charge, leverage and interest coverage ratios. On March 10, 2006, the Company reached agreement with both the lenders under the term loan agreement and the Emergency Steel Loan Guarantee Board (the Loan Board), the Federal loan guarantor, to waive compliance with the leverage, interest coverage and fixed charge coverage ratios under the term loan agreement through the quarter ending June 30, 2007. As a result, through March 16, 2007, the term loan amendment required the Company to maintain minimum borrowing availability of at least $50,000 under its revolving credit facility at all times or to comply with a minimum fixed charge coverage ratio if borrowing availability under the revolving credit facility fell below $50,000.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50,000 at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, the Company agreed to use the proceeds from the issuance of $50,000 of convertible debt to make a principal prepayment of $37,500 under its term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. The Company also agreed to amend the existing $12,500 standby letter of credit, previously posted in favor of the term loan lenders, to $11,000 to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

$40,000 Series A secured notes

On August 1, 2003, the Company issued Series A secured notes in the aggregate amount of $40,000. The Series A secured notes mature on August 1, 2011. The Series A secured notes are collateralized by a second lien on tangible and intangible assets and investments in affiliates and a third lien on accounts receivable and inventory.

The Series A secured notes have no fixed repayment schedule. Mandatory redemptions are required based on excess cash flow, as defined by the Series A secured notes. The Series A secured notes bear interest at a rate of 5% through July 31, 2008 and 8% thereafter. Interest is payable in June and December of each year. In the event that distributions from Wheeling-Nisshin, Inc. and Ohio Coatings Company (affiliates of the Company) are not adequate to pay interest on the Series A secured notes when due, the Company is required to pay interest in-kind at rates set forth in the Series A secured notes.

$20,000 Series B secured notes

On August 1, 2003, WPSC issued Series B secured notes in the aggregate amount of $20,000. The Series B secured notes mature on August 1, 2010. The Series B secured notes are collateralized by a fourth lien on tangible and intangible assets and investments in affiliates and a fourth lien on accounts receivable and inventory.

The Series B secured notes have no fixed repayment schedule. Prepayments are required based on excess cash flow, as defined by the Series B secured notes. The Series B secured notes bear interest at a rate of 6%. Interest is payable in June and December of each year. In the event that excess cash flow, as defined by the Series B secured notes, is insufficient to pay interest due on the Series B secured notes, the Company is required to pay interest in-kind at rates set forth in the Series B secured notes.

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	$10,000 unsecured note
	On August 1, 2003, the Company issued an unsecured note in the aggregate principal amount of $10,000. The unsecured note matures in 2011. The unsecured note is subordinated in right of payment to the revolving credit agreements, the term loan agreement and the Series A and B secured notes.
	The unsecured note has no fixed repayment schedule. The unsecured note bears interest at 6%. Interest is payable in June and December of each year. If cash interest is not paid, the Company is required to pay interest in-kind.
	West Virginia and Ohio Departments of Development
	The Company has a five-year term loan agreement with the West Virginia Department of Development that matures August 1, 2008. The term loan bears interest at LIBOR plus 3.125%, with such rate being reset annually. Interest is payable quarterly.
	The Company has a loan agreement with the Ohio Department of Development that, as amended, was scheduled to mature in December 2006. The Company reached a tentative agreement with the Ohio Department of Development to extend the maturity date of the loan agreement to as late as January 2008. The loan bears interest at a rate of 3%, which is payable monthly.
	Industrial revenue bonds — capital leases
	Amounts due under industrial revenue bonds issued by the State of Virginia are payable in annual installments ranging from $300 in 2007 to $480 in 2014. The bonds bear interest at a rate of 7%, payable semi-annually. Amounts due under the obligations are collateralized by certain real property.
	Amounts due under industrial revenue bonds issued by the State of Nevada are payable in annual installments ranging from $225 in 2007 to $380 in 2014. The bonds bear interest at a rate of 8%, payable semi-annually. Amounts due under the obligations are collateralized by certain real property.
	Other, including a capital lease
	The Company has certain other obligations outstanding that are payable in various installments ranging from $21 per month to $300 semi-annually, with interest rates ranging from 6.1% to 9.0% and maturities ranging from June 2007 through January 2011.
15.	Leases
	The Company leases certain equipment under operating lease agreements. Lease expense for 2006, 2005 and 2004 amounted to $10,101, $10,271 and $10,596, respectively. Under long-term operating leases, minimum lease payments are $3,925 for 2007, $3,507 for 2008, $3,254 for 2009, $2,811 for 2010, $2,497 for 2011 and $5,148 thereafter.
16.	Variable Interest Entity
	On September 29, 2005, the Company and SNA Carbon, LLC (SNA Carbon) entered into an Amended and Restated Limited Liability Company Agreement of Mountain State Carbon, LLC, a limited liability company (a joint venture) formed to own and refurbish the coke plant facility contributed to it by the Company and to produce and sell metallurgical coke to and for the benefit of both parties. Upon formation of the joint venture, each party received a 50% voting interest in the joint venture.
	In general, all coke produced by the joint venture will be sold to each party at the cost incurred by the joint venture to produce coke, excluding demolition costs, plus 5%. Pursuant to coke supply agreements between the parties and the joint venture, the Company acquired over 60% of all of the coke produced by the joint venture from inception through December 31, 2006. Each party will acquire 50% of all coke produced by the joint venture for all periods thereafter. Due to the disproportionate sale of coke by the joint venture from inception through December 31, 2006, the Company has been identified as the primary beneficiary of the joint venture in accordance with the provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”.

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At December 31, 2006 and 2005, the net assets of the joint venture included in the consolidated balance sheet of the Company were as follows:

	December 31,
	2006		2005
Cash and cash equivalents	$	11,159	$	3,629
Accounts receivable		8,256		962
Inventory		8,636		10,120
Other current assets		1,589		2,282
Total current assets		29,640		16,993
Restricted cash		2,163		13,691
Property, plant and equipment, net		172,248		99,595
Other assets		—		15,617
Total		204,051		145,896
Accounts payable		23,576		21,986
Other current liabilities		1,619		119
Other liabilities		13,130		86
Minority interest		106,290		74,234
Total		144,615		96,425
Net assets	$	59,436	$	49,471

Results of operations of the joint venture included in the consolidated results of operations of the Company for 2006 and from September 29, 2005 (date of inception) through December 31, 2005 were as follows:

				September 29,
				2005
	Year Ended			to
	December 31,			December 31,
	2006			2005
Net sales	$	57,687		$	1,032
Cost of goods sold		(45,401	)		(471	)
Depreciation and amortization expense, excluding depreciation and amortization expense		(4,616	)		(588	)
Selling, general and administrative expense		(6,084	)		(839	)
Operating income (loss)		1,586			(866	)
Interest income, net		1,146			224
Income (loss) before minority interest	$	2,732		$	(642	)

All intercompany accounts, balances and transactions have been eliminated. The minority interest reflected in the Company’s consolidated balance sheet reflects SNA Carbon’s share of the estimated fair value of the net assets of the joint venture, based on voting interest. This amount was less than the carrying cost of its investment by $12,925 at December 31, 2006 and exceeded the carrying cost of its investment by $14,817 at December 31, 2005. These amounts were included in other liabilities and other assets at December 31, 2006 and 2005, respectively.

At December 31, 2006, the joint venture had no third party debt outstanding. No consolidated assets of the Company were pledged as collateral for any joint venture obligations. The general creditors of the joint venture had no recourse to the general credit of the Company.

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17.	Pension and Other Postretirement and Postemployment Benefits
	All of the Company’s defined benefit pension plans in effect in 1998 were merged into plans maintained by a subsidiary of WHX Corporation (the Company’s former parent) during 1998. As a result of the Company’s reorganization, effective August 1, 2003, all of these defined benefit pension plans were “frozen”. The Company has no remaining obligation under any of these plans.
	Pension and Other Postretirement Plans
	Effective August 1, 2003, the Company adopted a supplemental defined benefit pension plan for all salaried employees employed as of January 31, 1998, which provides a guaranteed minimum benefit based on years of service and compensation. The total benefit payable under this plan is offset by the employee’s account balance in a salaried defined contribution pension plan, the employee’s accrued benefit payable by the Pension Benefit Guaranty Corporation related to a defined pension benefit plan terminated in 1985 and the employee’s accrued benefit payable as of July 31, 2003 under a plan sponsored by WHX Corporation.
	Upon emergence from bankruptcy and pursuant to the collective bargaining agreement with the USW, the Company agreed to provide enhanced benefits to up to 650 union employees who were retirement eligible, and who elected to retire under a job buyout program offered by the Company. Under terms of the plan, individuals electing to retire under the job buyout program were entitled to receive a benefit of $40 payable in equal installments until the individual reached the age of 62 or for a period of two years, whichever was longer. Benefits under the job buyout program are paid by the Company through its defined benefit pension plan. As a result, it was determined that obligations under this plan should be included in and disclosed as a part of the defined benefit pension plan as of December 31, 2005. Previously, the Company reported all obligations owing under this plan in the balance sheet as employee benefits payable.
	The Company maintains health care and life insurance benefit plans for retired salaried employees and for hourly employees retiring after October 1, 2003. Hourly employees who retired prior to October 1, 2003 are provided similar benefits under a Voluntary Employee Benefits Association (VEBA) trust (See Note 18). In general, these plans pay a percentage of medical costs, reduced by deductibles and other coverages. The Company has an agreement with the USW to limit or cap the per capita cost of benefits to be paid for periods subsequent to February 1, 2009 at the per capita cost incurred during the twelve-month period ending January 1, 2009.
	The Company’s health care and life insurance benefit plans for retired employees provides prescription drug benefits. At December 31, 2004, a determination as to whether the Company’s prescription drug benefit plan was actuarially equivalent of benefits provided under Medicare part D could not be made, pending issuance of final guidance on making such a determination. During 2005, based on final guidance, a determination was made that the Company’s prescription drug benefit plan was actuarially equivalent to the prescription drug benefits under Medicare Part D. As a result, the Company will qualify for a Federal subsidy relative to its prescription drug benefit plan. The effect of this subsidy was to reduce the accumulated postretirement benefit obligation by $12,778 at December 31, 2005 and to reduce the net periodic benefit cost for postretirement benefits by $1,910 for the year ended December 31, 2005.
	The Company uses a December 31 measurement date for all benefit plans.

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Benefit obligation and funded status

The benefit obligation, change in plan assets, funded status and the amounts recognized in the consolidated balance sheet with respect to the plans were as follows:

	Pension Benefits						Postretirement Benefits
	December 31,						December 31,
	2006			2005			2006			2005
Change in benefit obligation:
Benefit obligation, beginning of year	$	9,302		$	4,187		$	95,588		$	91,568
Service cost		178			157			1,429			1,458
Interest cost		457			246			5,475			5,041
Job buyout program		—			4,616			—			—
Actuarial (gain) loss		421			168			(335	)		833
Benefits paid		(2,311	)		(72	)		(4,658	)		(3,312	)
Benefit obligation, end of year		8,047			9,302			97,499			95,588
Change in plan assets:
Fair value of plan assets, beginning of year		6,633			—			—			—
Actual return on plan assets		878			52			—			—
Company contributions		—			2,069			4,658			3,312
Job buyout program assets		—			4,584			—			—
Benefits paid		(2,311	)		(72	)		(4,658	)		(3,312	)
Fair value of plan assets, end of year		5,200			6,633			—			—
Funded status of plans		(2,847	)		(2,669	)		(97,499	)		(95,588	)
Unrecognized actuarial loss		1,396			1,502			20,383			21,879
Unrecognized prior service cost (benefit)		1,923			2,147			(24,098	)		(29,000	)
Net amount recognized	$	472		$	980		$	(101,214	)	$	(102,709	)
Amounts recognized in consolidated balance sheet:
Before adoption of FASB No. 158:
Intangible pension asset, included in other assets	$	—		$	1,434		$	—		$	—
Employee benefits payable — current		—			—			(4,683	)		(6,000	)
Employee benefits — noncurrent		472			(454	)		(96,531	)		(96,709	)
Net amount recognized	$	472		$	980		$	(101,214	)	$	(102,709	)
After adoption of FASB No. 158:
Intangible pension asset, included in other assets	$	—		$	—		$	—		$	—
Employee benefits payable — current		—			—			(4,683	)		—
Employee benefits — noncurrent		(2,847	)		—			(92,816	)		—
Net amount recognized	$	(2,847	)	$	—		$	(97,499	)	$	—

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Amounts recognized in accumulated comprehensive income at December 31, 2006 consisted of the following:

	Pension Benefits				Postretirement Benefits
	December 31,				December 31,
	2006		2005		2006			2005
Amounts recognized in accumulated other comprehensive income:
Unrecognized actuarial loss	$	1,396	$	—	$	20,383		$	—
Unrecognized prior service cost (benefit)		1,923		—		(24,098	)		—
Net amount recognized	$	3,319	$	—	$	(3,715	)	$	—

As a result of the initial application of FASB No. 158 as of December 31, 2006, the net amount recognized in the consolidated balance sheets decreased by $396. The decrease in the deferred tax asset was offset by a corresponding change in the valuation allowance. As a result, the amount credited to accumulated other comprehensive income was computed without tax effect.

The accumulated benefit obligation for the Company’s defined benefit pension plan was $5,151 and $7,087 at December 31, 2006 and 2005, respectively.

Components of net periodic benefit costs

Components of net periodic benefit costs were as follows:

				Year Ended
				December 31,
	2006			2005		2004
Pension benefits
Net periodic benefit cost:
Service cost	$	178		$	157	$	78
Interest cost		457			246		116
Expected return on plan assets		(409	)		—		—
Amoritization of prior service cost		224			224		129
Recognized actuarial loss		58			108		—
Net periodic benefit cost	$	508		$	735	$	323

				Year Ended
				December 31,
	2006			2005			2004
Postretirement benefits
Net periodic benefit cost:
Service cost	$	1,429		$	1,458		$	2,232
Interest cost		5,475			5,041			6,642
Amoritization of prior service cost		(4,901	)		(4,901	)		(408	)
Recognized actuarial (gain) loss		1,160			928			408
Net periodic benefit cost	$	3,163		$	2,526		$	8,874

The amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit costs in 2007 are as follows:

	Pension		Postretirement
	Benefits		Benefits
Amortization of prior service costs	$	224	$	(4,901	)
Recognized actuarial loss		58		886
Total	$	282	$	(4,015	)

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Assumptions

Assumptions used to determine benefit obligations and net periodic benefit costs were as follows:

	At December 31,
	2006			2005
Expected long-term rate of return		8.50	%		8.50	%
Discount rate — pension benefit obligation		5.90	%		5.50	%
Discount rate — postretirement benefit oblgation		5.90	%		5.75	%
Rate of compensation increase		4.00	%		4.00	%

				Years Ended
				December 31,
	2006			2005			2004
Expected long-term rate of return		8.50	%		8.50	%		0.00	%
Discount rate — pension benefit obligation		5.50	%		5.75	%		6.00	%
Discount rate — postretirement benefit oblgation		5.75	%		5.75	%		6.00	%
Rate of compensation increase		4.00	%		4.00	%		0.00	%

The expected long-term rate of return on plan assets is based on expected future rates of return on plan assets considering the current and future investment portfolio. At December 31, 2006, a discount rate of 5.9% was assumed to determine the pension and postretirement benefit obligations. This rate was based on the yield curve for high-quality corporate bonds as matched to the projected plan payments which will be made over an extended period of time.

Assumed health care cost trend rates were as follows:

	At December 31,
	2006			2005
Health care cost trend rate assumed for next year		10.00	%		10.00	%
Rate to which the cost trend rate gradually declines		5.00	%		5.00	%
Year that the rate reaches the rate at which it is assumed to remain		2014			2012

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in these assumed rates would have the following effects:

	1%		1%
	Increase		Decrease
Effect on service and interest costs	$	31	$	(41	)
Effect on accumulated benefit obligation	$	93	$	(139	)

Plan Assets

The Company’s pension plan investment policy is to ensure that the assets of the plan will be invested in a prudent manner to meet the obligations of the plan as those obligations come due. Plan assets invested in money market funds are used, principally, to meet the short-term, scheduled payment obligations under the Company’s job buyout program. The remaining portion of plan assets are invested in short-term debt securities with maturities scheduled to meet longer-term obligations of the plan.

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Plan assets allocations, by major category, at December 31, 2006 and 2005 and targeted plan asset allocations by major category for 2007 are as follows:

				Percentage						Target
	Policy			December 31,						Percentage
Asset Category	Range			2006			2005			2007
Money market funds		5% - 15	%		8	%		100	%		10	%
Debt securities		85% - 95	%		92	%		—			90	%
Total					100	%		100	%		100	%

Cash Flows

The Company expects to make the following contributions and make the following benefit payments with respect to its benefit plans:

	Pension		Postretirement
	Benefits		Benefits
Employer contributions - 2007	$	—
Expected benefit payments:
2007	$	1,673	$	4,683
2008		1,216		5,421
2009		869		6,236
2010		614		7,061
2011		601		7,866
2012 - 2016		4,348		48,531

Other Plans and Benefits

Effective August 1, 2003, the Company’s USWA-represented employees became participants in the Steelworkers Pension Trust (SPT), a multi-employer pension plan. The Company is obligated to make monthly contributions to the SPT based on hours worked by USWA-represented employees. During 2006, 2005 and 2004, the Company contributed $12,281, $9,700 and $13,991 to the SPT, respectively, with $8,400 of the amount contributed during 2004 extinguishing an obligation to the SPT recognized as of July 31, 2003 in connection with the application of fresh start reporting.

The Company maintains defined contribution pension plans for both salaried and hourly employees. In general, contributions are made to hourly defined contribution plans based on age and hours worked. In general, contributions are made to salaried defined contribution plans based on age and compensation levels. Contributions to these plans for 2006, 2005 and 2004 amounted to $3,351, $3,010 and $2,647, respectively.

The Company maintains savings plans (401k plans) for both salaried and hourly employees. Employees may contribute up to 50% of their annual compensation to these plans, subject to statutory limitations. During 2006 and 2005, the Company made matching contributions to the salaried savings plan of $756 and $618, respectively. The Company funded these amounts by issuing 44,573 and 34,665 shares of common stock to the plans in 2006 and 2005, respectively. The Company did not make matching contributions to these savings plans during 2004.

In August 2006, the Company adopted a defined contribution supplemental executive retirement plan for certain executive officers of the Company. In general, amounts are accrued to the individual accounts of the executive officers based on age and compensation levels, as defined by the plan. During 2006, the Company accrued $140 under this plan.

The Coal Industry Retiree Health Benefit Act of 1992 (“the Act”) created a new United Mine Workers of America postretirement medical and death benefit plan to replace two existing plans that had developed significant deficits. The Act assigns companies the remaining benefit obligations for former employees and beneficiaries, and a pro rata allocation of benefits related to unassigned beneficiaries (orphans). The Company’s

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	obligation under the Act relates to its previous ownership of coal mining operations. Amounts accrued for these obligations were $1,688 and $1,987 at December 31, 2006 and 2005, respectively.
	The Company provides benefits to former or inactive employees after employment but before retirement. Those benefits include, among others, disability, severance and workers’ compensation. Amounts accrued for these obligations at December 31, 2006 and 2005 were $24,462 and $23,215, respectively. These amounts were determined using a discount rate of 5.75% at December 31, 2006 and 2005, and are included in other employee benefit liabilities.
18.	VEBA and Profit Sharing Plans
	Hourly employees who retired prior to October 1, 2003, are provided medical and life insurance benefits through a VEBA trust. The VEBA trust was established on October 1, 2003 and was pre-funded with 4 million shares of common stock of the Company. The Company is required to make quarterly contributions to the VEBA trust based on varying levels of operating cash flow, as defined by the plan, ranging from 12% to 40%, in addition to 15% of operating cash flow up to $30 per ton. Quarterly contributions are payable in cash or, at the discretion of the Company, in common stock of the Company.
	During 2006, the Company incurred VEBA expense of $9,402 under the plan. The Company satisfied $5,914 of the obligation by issuing 293,719 shares of common stock to the plan during 2006. The remaining portion of the obligation was settled in cash. During 2005, the Company incurred VEBA expense of $4,725 under the plan. The Company satisfied $3,200 of the obligation by issuing 151,929 shares of common stock to the plan during 2005. The remaining portion of the obligation was settled in cash. During 2004, the Company incurred VEBA expense of $11,662 under the plan. The Company satisfied $6,527 of the obligation by issuing 44,069 and 169,622 shares of common stock to the plan during 2005 and 2004, respectively. The remaining portion of the obligation was settled in cash. At December 31, 2006, the VEBA trust held 2,140,826 shares of common stock of the Company in trust.
	Effective October 1, 2003, the Company established a profit sharing plan for hourly and salaried employees. The Company is required to make quarterly contributions to the plan ranging from 4% to 15% of operating cash flow, as defined by the plan, in excess of $30 per ton. Quarterly contributions are payable in cash or, at the discretion of the Company, in common stock of the Company.
	During 2006, the Company incurred profit sharing expense of $4,365. The Company satisfied $4,322 of this obligation by issuing 221,185 shares of common stock to the plan during 2006. The remaining portion of the obligation was settled in cash. During 2005, the Company incurred profit sharing expense of $143. The Company satisfied this obligation by issuing 7,968 shares of common stock to the plan during 2005. During 2004, the Company incurred profit sharing expense of $16,454. The Company satisfied this obligation by issuing 547,703 shares of common stock to the plan during 2004.
19.	Income Taxes
	The provision for income taxes consisted of the following:

			Year Ended
			December 31,
	2006		2005			2004
Current
Federal tax provision (benefit)	$	115	$	(50	)	$	841
State tax provision (benefit)		—		(21	)		133
Total		115		(71	)		974
Deferred
Federal tax provision		4,129		—			28,715
State tax provision		—		—			3,790
Total		4,129		—			32,505
Income tax provision (benefit)	$	4,244	$	(71	)	$	33,479

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The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax income as follows:

				Year Ended
				December 31,
	2006			2005			2004
Income (loss) before taxes	$	10,523		$	(34,488	)	$	95,710
Tax provision (benefit) at statutory rate	$	3,683		$	(12,071	)	$	33,499
Increase (decrease) in tax due to:
Equity income in affiliates		(3,069	)		(2,558	)		(4,110	)
State income tax, net		—			—			3,836
Unrelated entity proxy fee expense		600			—			—
Recognition of pre-confirmation benefits		4,129			—			—
Change in valuation allowance		(1,319	)		13,736			279
Other		220			822			(25	)
Income tax provision (benefit)	$	4,244		$	(71	)	$	33,479

The components of deferred tax assets and liabilities were as follows:

	December 31,
	2006			2005
Assets:
Postretirement and postemployment benefits	$	34,091		$	36,152
Operating loss carryforwards (expiring 2011 - 2026)		119,296			113,883
Mininum tax credit carryforwards		797			797
Pension and other employee benefits		11,257			9,609
Provision for expenses and losses		18,906			19,115
Leases		—			1,933
State income taxes, net		10,496			11,052
Other		9,986			11,055
		204,829			203,596
Liabilities:
Property, plant and equipment		(55,700	)		(56,636	)
Inventory		(36,740	)		(32,699	)
State income taxes, net		(10,496	)		(11,052	)
Other		(324	)		(321	)
		(103,260	)		(100,708	)
Net		101,569			102,888
Valuation allowance		(101,569	)		(102,888	)
Net deferred tax asset (liability)	$	—		$	—

At December 31, 2006, the Company had a net operating loss carryforward for Federal income tax purposes of approximately $344,135. Of this amount, approximately $3,290 relates to excess tax benefits associated with stock based compensation, which, when realized, will be recorded as additional paid-in capital. During 2006, the Company underwent an “ownership change” pursuant to Section 382 of the Internal Revenue Code. As a result, the Company’s ability to utilize net operating loss carryforwards to reduce future income taxes payable will be subject to statutory limitations on an annual basis, estimated to approximate $8,000 to $10,000 per year. This annual limitation will be increased to the extent that built-in gains inherent in the value of the Company’s assets are realized during the five-year period from the date of the ownership change. The Company estimates that approximately $45,200 of future tax benefits associated with net operating losses will be foregone as a

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	result of the ownership change annual limitations if not otherwise utilized to offset built-in gains during the five-year period following the date of the ownership change.
	Due to uncertainties surrounding future realization of the net operating loss carryforward and other tax benefits, a full valuation allowance has been provided by the Company against the net deferred tax asset. To the extent that tax benefits are realized from the release of the valuation allowance applicable to pre-confirmation tax benefits, the recognition of the tax benefit is first used to reduce goodwill, then to reduce other intangible assets and finally to increase additional paid-in capital. At December 31, 2006, the portion of the valuation allowance applicable to pre-confirmation tax benefits approximated $43,588, all of which, when released, will increase additional paid-in capital.
	The statute of limitations has expired for years through 2002. Federal income tax returns have been examined through 1997. Additionally, while the Company is no longer affiliated with WHX, the Company’s former parent, the Company’s tax attributes could be impacted by an audit of WHX for those years in which the Company was a subsidiary of WHX.
20.	Common Stock
	Common stock share activity was as follows:

	Issued		Treasury		Outstanding
Balance, December 31, 2003		10,000,000		—		10,000,000
Stock issued — public offering		3,719,898				3,719,898
Stock issued — employee benefit plans		717,325				717,325
Restricted stock forfeiture		—		4,000		(4,000	)
Balance, December 31, 2004		14,437,223		4,000		14,433,223
Stock issued — employee benefit plans		238,631				238,631
Stock issued — restricted stock award plan		10,500				10,500
Restricted stock forfeiture		—		2,666		(2,666	)
Balance, December 31, 2005		14,686,354		6,666		14,679,688
Stock issued — employee benefit plans		559,477		—		559,477
Stock options exercised		28,965		—		28,965
Balance, December 31, 2006		15,274,796		6,666		15,268,130

21.	Supplemental Cash Flow Information
	Cash payments for interest and taxes were as follows:

			Year Ended
			December 31,
	2006		2005		2004
Interest, net of capitalized amounts	$	21,252	$	14,247	$	12,509
Income taxes		524		181		1,600

         The Company acquired equipment for $1,092 under a capital lease obligation during 2005.

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22.	Financial Instruments
	The carrying value and the estimated fair value of the Company’s financial instruments were as follows:

	December 31, 2006				December 31, 2005
	Fair Value		Carrying Value		Fair Value		Carrying Value
Cash and cash equivalents	$	21,842	$	21,842	$	8,863	$	8,863
Short-term debt		110,000		110,000		17,300		17,300
Long-term debt:
Senior secured term loan		193,650		193,650		218,650		218,650
Other (see discussion below)		93,430		93,430		96,807		96,807

	Cash and cash equivalents
	The carrying amount of cash and cash equivalents approximates fair value.
	Short-term debt
	Short-term debt carries a fair value rate of interest. The fair value of this instrument is estimated to reasonably approximate its carrying value.
	Senior secured term loan
	The senior secured term loan is a guaranteed loan and, as such, carries a fair value rate of interest. The fair value of this instrument is estimated to reasonably approximate its carrying value.
	Other long-term debt
	Other long-term debt is not publicly traded and carries rates of interest that may or may not reflect a fair value rate of interest. The fair value of these instruments cannot be determined with reasonable accuracy and may or may not approximate carrying value. For this reason, fair value has been presented as being equal to carrying value in the table above.
23.	Commitments and Contingencies
	Environmental Matters
	Prior to confirmation of the Company’s plan of reorganization effective August 1, 2003, the Company settled all pre-petition environmental claims made by state (Ohio, West Virginia, Pennsylvania) and Federal (U.S. Environmental Protection Agency (USEPA)) environmental regulatory agencies. Consequently, the Company believes that it has settled and/or discharged environmental liability for any known Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund) sites, pre-petition stipulated penalties related to active consent decrees, or other pre-petition regulatory enforcement actions.
	During the second quarter of 2006, the Company received notification from the USEPA advising that the USEPA and the Ohio Environmental Protection Agency (Ohio EPA) will conduct an inquiry aimed at resolving various environmental matters, all of which are identified, discussed and reserved for as noted below. These inquiries commenced during the third quarter of 2006 and continued during the fourth quarter of 2006.
	The Company estimates that demands for stipulated penalties and fines for post-petition events and activities through December 31, 2006 could total up to $3,260, which has been fully reserved by the Company. These claims arise from instances in which the Company exceeded post-petition consent decree terms, including: (a) $2,442 related to a January 30, 1996 USEPA consent decree for the Company’s coke oven gas desulphurization facility; (b) $589 related to a July 1991 USEPA consent decree for water discharges into the Ohio River; (c) $105 related to a September 20, 1999 Ohio EPA consent decree for the Company’s coke oven gas desulphurization facility; and (d) $124 related to a 1992 USEPA consent order for other water discharges issues. The Company may have defenses to certain of these exceedances.
	In September 2000, the Company entered into a consent order with the West Virginia Department of Environmental Protection wherein the Company agreed to remove contaminated sediments from the bed of the Ohio River. The Company estimates the cost of removal of the remaining contaminated sediments to be $1,558

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at December 31, 2006, which has been fully reserved by the Company. The Company currently expects this work to be substantially complete by the end of 2007.

The Company is under a final administrative order issued by the USEPA in June 1998 to conduct a Resource Conservation and Recovery Act Facility Investigation to determine the nature and extent of soil and groundwater contamination at its coke plant in Follansbee, West Virginia. The USEPA approved the Company’s investigation work plan, and field activities were completed in 2004. The Company submitted the results of this investigation to the USEPA in the third quarter of 2005. It is expected that some remediation measures will be necessary and could commence within the next three to five years. Based on an initial estimate of the range of the possible cost to remediate, the Company has reserved $4,310 for such remediation measures.

The Company has also accrued $400 related to a 1989 consent order issued by the USEPA for surface impoundment issues at a coke plant facility owned by MSC.

In July 2005, an additional environmental liability was identified regarding the potential for migration of subsurface oil from historical operations into waters in the Commonwealth of Pennsylvania. A remediation plan was developed in 2005 and a revised remediation plan was submitted to the Commonwealth of Pennsylvania during the third quarter of 2006. An estimated expenditure of $983 is expected to be made during 2007 to address this environmental liability, which has been fully reserved by the Company.

Total accrued environmental liabilities amounted to $10,511 and $9,872 at December 31, 2006 and 2005, respectively. These accruals were based on all information available to the Company. As new information becomes available, whether from third parties or otherwise, and as environmental regulations change, the liabilities are reviewed and adjusted accordingly. Unless stated above, the time frame over which these liabilities will be satisfied is presently unknown. Further, the Company considers it reasonably possible that it could ultimately incur additional liabilities relative to the above exposures of up to $5,000.

Capital expenditures for environmental projects totaled $6,130 during 2006.

Commitments

In June 2005, the Company entered into a contract to purchase up to 20,000 tons of metallurgical coal each month for the period from August 2006 through May 2007 at a price of $94.50 per ton. The contract requires the Company to pay an average buy-out cost of $7.50 per ton for each ton of coal that is not taken under the contract. Payments for delivery of coal under this contract totaled $6,668 during 2006. In addition, the Company made a prepayment of $5,100 under the terms of the contract, which will be applied ratably to reduce the cash cost of each ton of coal delivered under the contract. As of December 31, 2006, the unamortized prepayment amounted to $3,065. This amount is subject to forfeiture if coal is not taken under the contract.

The Company entered into a 15-year take-or-pay contract in 1999, which was amended in 2003 and requires the Company to purchase oxygen, nitrogen and argon each month with a minimum monthly charge of approximately $600, subject to escalation clauses. Payments for deliveries under this contract totaled $12,150, $10,621 and $14,200 during 2006, 2005 and 2004, respectively.

The Company entered into a 20-year contract in 1999, which was amended in 2003 and requires the Company to purchase steam and electricity each month or pay a minimum monthly charge of approximately $500, subject to increases for inflation, and a variable charge calculated at a minimum of $3.75 times the number of tons of iron produced each month, with an agreed-to minimum of 3,250 tons per day, regardless of whether any tons are produced. Payments for delivery of steam and electricity under this contract totaled $12,867, $9,652 and $9,150 during 2006, 2005 and 2004, respectively. At December 31, 2006, a maximum termination payment of approximately $27,750 would have been required to terminate the contract.

Under terms of MSC’s joint venture agreement, the Company and SNA Carbon have agreed to refurbish a coke plant facility owned by MSC. The Company is committed to make capital contributions of $25,000 to MSC in 2007.

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	Guarantees
	In March 2006, the Company entered into an operating lease for certain mobile equipment, which contains a residual lease guarantee approximating $581. This residual lease guarantee has been reflected in the financial statements as an obligation and is included in other current liabilities.
	Other
	The Company is the subject of, or party to, a number of other pending or threatened legal actions involving a variety of matters. However, based on information currently available, management believes that the disposition of these matters will not have a material adverse effect on the business, results of operations or the financial position of the Company.
24.	Subsequent Events
	On March 8, 2007, the Company’s Board of Directors voted to approve a merger agreement between the Company and Esmark Incorporated and voted to recommend that the stockholders adopt such merger agreement.
	At December 31, 2006, the Company was in compliance with its financial covenants under its revolving credit agreement and its term loan agreement. However, no assurance could be provided that the Company would be in compliance with such financial covenants for quarters ending after December 31, 2006. In order to generate liquidity and to provide reasonable assurance that the Company will continue to be in compliance with its financial covenants for quarters ending after December 31, 2006, the Company effected the transactions described below subsequent to December 31, 2006.
	On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, and James P. Bouchard, the Company’s Chairman and Chief Executive Officer, and Craig T. Bouchard, the Company’s Vice Chairman and President agreed to purchase convertible notes from the Company, and on March 16, 2007, the Company received $50,000 and issued convertible subordinated promissory notes. The debt will be convertible into the Company’s common stock upon consummation of a merger between the Company and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to the Company’s term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the merger between the Company and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The proceeds from such convertible debt will be used to pay down indebtedness and for general corporate purposes.
	On March 16, 2007, the revolving credit agreement was amended to allow the Company to access collateral in excess of the $225,000 commitment under the facility. If the minimum fixed charge coverage ratio is not met by the Company at the end of any quarter and excess collateral, as defined by the agreement, is available, the Company will be able to access up to $45,000 of such excess collateral over and above the $225,000 commitment amount and the Company will be required to maintain at least $50,000 of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, the Company will be permitted to borrow up to $220,000 under the facility. The incremental amount of borrowing availability of up to $45,000 will decrease by $5,000 each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25,000 through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that the Company maintain minimum borrowing availability of $50,000 at all times without access to collateral beyond the $225,000 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable.
	Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50,000 at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, the Company agreed to use the proceeds from the issuance of $50,000 of convertible debt to make a principal prepayment of $37,500 under its term loan agreement, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. The Company also agreed to amend the existing $12,500 standby letter of credit, previously posted in favor of the term loan lenders, to $11,000 to cover interest payment obligations to April 1, 2007. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed to waive the excess cash flow mandatory repayment provisions of the agreement. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the merger with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the merger with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

81

25.	Summarized Financial Information of Affiliate
	The Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. which is accounted for using the equity method of accounting. Summarized financial information for this affiliate is as follows:

	December 31,
	2006		2005
Current assets	$	124,086	$	148,563
Noncurrent assets		42,145		49,570
Total assets	$	166,231	$	198,133
Current liabilities	$	16,720	$	33,204
Noncurrent liabilities		9,978		13,154
Total liabilities		26,698		46,358
Total equity		139,533		151,775
Total liabilities and equity	$	166,231	$	198,133

				Year Ended
				December 31,
	2006			2005			2004
Net sales	$	557,917		$	468,875		$	543,295
Cost of goods sold, excluding depreciation and amortization expense		512,121			431,757			481,640
Depreciation and amortization expense		10,198			10,296			10,254
Other operating costs		8,454			8,315			8,818
Operating income		27,144			18,507			42,583
Non-operating income (loss)		2,502			2,486			1,265
Provision for income taxes		(11,360	)		(7,960	)		(16,501	)
Net income	$	18,286		$	13,033		$	27,347

26.

Summarized Combined Financial Information

Wheeling-Pittsburgh Steel Corporation (WPSC), a wholly-owned subsidiary of the Company, is the issuer of the outstanding $40,000 Series A notes and $20,000 Series B notes. The Series A and Series B notes were not registered under the Securities Act of 1933 or the Securities Act of 1934. The Series A notes and Series B notes are each fully and unconditionally guaranteed, jointly and severally, by the Company and its present and future subsidiaries. WPSC and each subsidiary guarantor of the Series A and Series B notes are 100%-owned by the Company. Because the subsidiary guarantors are not material, individually and in the aggregate, the consolidating financial information for the Company and the subsidiary guarantors has been combined below in the column entitled “WPC and Subsidiary Guarantors.”

82

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2006

					Consolidating
	WPC and				and
	Subsidiary				Eliminating			WPC
	Guarantors		WPSC		Entries			Consolidated
Assets
Cash and cash equivalents	$	—	$	21,842	$	—		$	21,842
Trade accounts receivables		—		138,513		—			138,513
Inventories		—		212,221		—			212,221
Other current assets		122		27,789		—			27,911
Total current assets		122		400,365		—			400,487
Intercompany receivables		—		10,778		(10,778	)		—
Investments and advances in affiliates		295,914		53,585		(295,914	)		53,585
Property, plant and equipment — net		2,255		623,955		—			626,210
Restricted cash		—		2,163		—			2,163
Other non-current assets		896		39,204		—			40,100
Total assets	$	299,187	$	1,130,050	$	(306,692	)	$	1,122,545
Liabilities and stockholders’ equity
Accounts payable	$	—	$	99,536	$	—		$	99,536
Short-term debt		—		110,000					110,000
Other current liabilities		2,094		115,918		—			118,012
Total current liabilities		2,094		325,454		—			327,548
Intercompany payable		10,778		—		(10,778	)		—
Long-term debt		—		254,961		—			254,961
Other non-current liabilities		122		147,431		—			147,553
Minority interest				106,290					106,290
Stockholders’ equity		286,193		295,914		(295,914	)		286,193
Total liabilities and stockholders’ equity	$	299,187	$	1,130,050	$	(306,692	)	$	1,122,545

83

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2005

					Consolidating
	WPC and				and
	Subsidiary				Eliminating			WPC
	Guarantors		WPSC		Entries			Consolidated
Assets
Cash and cash equivalents	$	—	$	8,863	$	—		$	8,863
Trade accounts receivables		—		132,643		—			132,643
Inventories		—		166,566		—			166,566
Other current assets		122		21,610		—			21,732
Total current assets		122		329,682		—			329,804
Intercompany receivables		—		4,940		(4,940	)		—
Investments and advances in affiliates		267,569		55,100		(267,569	)		55,100
Property, plant and equipment — net		2,255		555,245		—			557,500
Restricted cash		—		13,691		—			13,691
Other non-current assets		896		63,257		—			64,153
Total assets	$	270,842	$	1,021,915	$	(272,509	)	$	1,020,248
Liabilities and stockholders’ equity
Accounts payable	$	—	$	117,821	$	—		$	117,821
Short-term debt		—		17,300					17,300
Other current liabilities		276		124,485		—			124,761
Total current liabilities		276		259,606		—			259,882
Intercompany payable		4,940		—		(4,940	)		—
Long-term debt		—		284,100		—			284,100
Other non-current liabilities		122		136,406		—			136,528
Minority interest				74,234					74,234
Stockholders’ equity		265,504		267,569		(267,569	)		265,504
Total liabilities and stockholders’ equity	$	270,842	$	1,021,915	$	(272,509	)	$	1,020,248

84

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2006

							Consolidating
	WPC and						and
	Subsidiary						Eliminating			WPC
	Guarantors			WPSC			Entries			Consolidated
Income Data
Net sales	$	—		$	1,770,765		$	—		$	1,770,765
Cost of products sold		—			1,621,799			—			1,621,799
Depreciation and amortizaton expense		—			39,496			—			39,496
Selling, administrative and general expense		8,129			77,401			—			85,530
Operating income (loss)		(8,129	)		32,069			—			23,940
Interest expense		—			(26,749	)		—			(26,749	)
Other income including equity earnings of affiliates		14,725			13,332			(14,725	)		13,332
Income before income taxes		6,596			18,652			(14,725	)		10,523
Income tax provision (benefit)		115			4,129			—			4,244
Income before minority interest		6,481			14,523			(14,725	)		6,279
Minority interest		—			202			—			202
Net income	$	6,481		$	14,725		$	(14,725	)	$	6,481

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2005

							Consolidating
	WPC and						and
	Subsidiary						Eliminating		WPC
	Guarantors			WPSC			Entries		Consolidated
Income Data
Net sales	$	—		$	1,560,513		$	—	$	1,560,513
Cost of products sold		—			1,479,474			—		1,479,474
Depreciation and amortizaton expense		—			33,984			—		33,984
Selling, administrative and general expense		1,397			70,155			—		71,552
Operating loss		(1,397	)		(23,100	)		—		(24,497	)
Interest expense		—			(21,834	)		—		(21,834	)
Other income including equity earnings of affiliates		(32,437	)		11,620			32,660		11,843
Loss before income taxes		(33,834	)		(33,314	)		32,660		(34,488	)
Income tax provision (benefit)		—			(71	)		—		(71	)
Loss before minority interest		(33,834	)		(33,243	)		32,660		(34,417	)
Minority interest		—			583			—		583
Net loss	$	(33,834	)	$	(32,660	)	$	32,660	$	(33,834	)

85

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Year Ended December 31, 2004

							Consolidating
	WPC and						and
	Subsidiary						Eliminating			WPC
	Guarantors			WPSC			Entries			Consolidated
Income Data
Net sales	$	—		$	1,405,794		$	—		$	1,405,794
Cost of products sold		—			1,206,773			—			1,206,773
Depreciation and amortizaton expense		—			33,433			—			33,433
Selling, administrative and general expense		1,503			66,117			—			67,620
Operating income (loss)		(1,503	)		99,471			—			97,968
Interest expense		—			(19,778	)		—			(19,778	)
Other income including equity earnings of affiliates		63,260			17,520			(63,260	)		17,520
Income before income taxes		61,757			97,213			(63,260	)		95,710
Income tax provision (benefit)		(474	)		33,953			—			33,479
Net income	$	62,231		$	63,260		$	(63,260	)	$	62,231

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2006

							Consolidating
	WPC and						and
	Subsidiary						Eliminating		WPC
	Guarantors			WPSC			Entries		Consolidated
Net cash used in operating activities	$	(262	)	$	(8,790	)	$	—	$	(9,052	)
Investing activities:
Capital expenditures		—			(108,994	)		—		(108,994	)
Restricted cash used to fund capital expenditures		—			11,528					11,528
Other		—			3,084			—		3,084
Net cash used in investing activities		—			(94,382	)		—		(94,382	)
Financing activities:
Net borrowings		—			63,329			—		63,329
Book overdraft		—			(7,178	)		—		(7,178	)
Minority interest investment		—			60,000			—		60,000
Issuance of common stock		262			—			—		262
Net cash provided by financing activities		262			116,151			—		116,413
Net change in cash and cash equivalents		—			12,979			—		12,979
Cash and cash equivalents, beginning of year		—			8,863			—		8,863
Cash and cash equivalents, end of year	$	—		$	21,842		$	—	$	21,842

86

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2005
Reorganized Company

						Consolidating
	WPC and					and
	Subsidiary					Eliminating		WPC
	Guarantors		WPSC			Entries		Consolidated
Net cash provided by operating activities	$	—	$	11,557		$	—	$	11,557
Investing activities:
Capital expenditures		—		(103,710	)		—		(103,710	)
Restricted cash used to fund capital expenditures expenditures		—		(1,189	)				(1,189	)
Other		—		2,650			—		2,650
Net cash used in investing activities		—		(102,249	)		—		(102,249	)
Financing activities:
Net borrowings		—		(3,769	)		—		(3,769	)
Book overdraft		—		12,126			—		12,126
Minority interest investment		—		60,000			—		60,000
Net cash provided by financing activities		—		68,357			—		68,357
Net change in cash and cash equivalents		—		(22,335	)		—		(22,335	)
Cash and cash equivalents, beginning of year		—		31,198			—		31,198
Cash and cash equivalents, end of year	$	—	$	8,863		$	—	$	8,863

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2004

							Consolidating
	WPC and						and
	Subsidiary						Eliminating			WPC
	Guarantors			WPSC			Entries			Consolidated
Net cash provided by operating activities	$	—		$	72,025		$	—		$	72,025
Investing activities:
Capital expenditures		—			(132,442	)		—			(132,442	)
Restricted cash used to fund capital expenditures		—			74,636						74,636
Other		(99,967	)		1,753			99,967			1,753
Net cash used in investing activities		(99,967	)		(56,053	)		99,967			(56,053	)
Financing activities:
Net borrowings		—			(91,446	)		—			(91,446	)
Book overdraft		—			2,208			—			2,208
Issuance of common stock and paid in capital paid-in capital		99,967			99,697			(99,967	)		99,697
Net cash provided by financing activities		99,967			10,459			(99,967	)		10,459
Net change in cash and cash equivalents		—			26,431			—			26,431
Cash and cash equivalents, beginning of year		—			4,767			—			4,767
Cash and cash equivalents, end of year	$	—		$	31,198		$	—		$	31,198

87

27. Revenues by Product (Unaudited)

     Revenues from external customers by product line were as follows:

	Year Ended
	December 31,
	2006		2005		2004
Product:
Hot Rolled	$	541,794	$	420,745	$	365,089
Cold Rolled		476,555		471,235		514,511
Galvanized		150,889		109,264		132,178
Fabricated products		507,087		466,914		375,090
Ore, coke and coke by products		79,471		85,268		9,074
Conversion and other *		14,969		7,087		9,852
Total	$	1,770,765	$	1,560,513	$	1,405,794

* Includes semi-finished, conversion and resale products.

28. Selected Quarterly Financial Information (Unaudited)

     Financial results by quarter were as follows:

			Income (loss)						Basic			Fully Diluted
			from			Net			Earnings			Earnings
			Continuing			Income			(loss)			(loss)
	Net Sales		Operations			(loss)			Per Share			Per Share
2006
1st Quarter	$	436,978	$	(2,110	)	$	(2,110	)	$	(0.15	)	$	(0.15	)
2nd Quarter		493,925		9,329			9,329		$	0.64		$	0.63
3rd Quarter		482,731		17,352			17,352		$	1.18		$	1.16
4th Quarter		357,131		(18,090	)		(18,090	)	$	(1.20	)	$	(1.20	)
2005
1st Quarter	$	399,508	$	8,100		$	8,100		$	0.57		$	0.56
2nd Quarter		415,237		2,627			2,627		$	0.18		$	0.18
3rd Quarter		374,891		(21,147	)		(21,147	)	$	(1.47	)	$	(1.47	)
4th Quarter		370,877		(23,414	)		(23,414	)	$	(1.61	)	$	(1.61	)
2004
1st Quarter	$	274,206	$	(6,718	)	$	(6,718	)	$	(0.71	)	$	(0.71	)
2nd Quarter		356,121		26,997			26,997		$	2.84		$	2.79
3rd Quarter		401,800		35,534			35,534		$	3.52		$	3.42
4th Quarter		373,667		6,418			6,418		$	0.46		$	0.45

88

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this annual report pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that material information relating to us (including our subsidiaries) required to be included in our reports we file with the Securities and Exchange Commission is processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting is included in this report in Item 8 – “Financial Statements and Supplemental Data—Management’s Report on Internal Control Over Financial Reporting.”

Attestation Report of Registered Public Accounting Firm

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their report is included in Item 8 – “Financial Statements and Supplemental Data—Report of Independent Registered Public Accounting Firm.”

Change in Internal Control Over Financial Reporting

There have been no significant changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

89

PART III

Item 10. DIRECTORS, OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth certain information with respect to directors and executive officers of WPC and WPSC as of February 28, 2007:

Name	Age		Position
James P. Bouchard		45	Chariman of the Board, Chief Executive Officer and Director of WPC
Craig T. Bouchard		53	Vice Chairman, President and Director of WPC
V. John Goodwin		63	Chief Executive Officer of WPSC
Thomas A. Modrowski		50	President and Chief Operating Officer of WPSC
Paul J. Mooney		55	Executive Vice President and Chief Financial Officer of WPC and WPSC
David A. Luptak		49	Executive Vice President , Secretary and General Counsel of WPC and WPSC
Michael P. DiClemente		53	Vice President and Treasurer of WPC and WPSC
Vincent D. Assetta		42	Vice President, Controller of WPC and WPSC
Albert G. Adkins		59	Director of WPC
James L. Bowen		71	Director of WPC
Clark Burrus		78	Director of WPC
C. Frederick Fetterolf		78	Director of WPC
James V. Koch		64	Director of WPC
George Munoz		55	Director of WPC
Joseph Peduzzi		41	Director of WPC
James A Todd		78	Director of WPC
Lynn R. Williams		82	Director of WPC

JAMES P. BOUCHARD became a member of the Board of WPC in November of 2006 and was elected to the positions of Chairman of the Board and Chief Executive Officer of WPC. Mr. Bouchard is the founder, Chief Executive Officer, and Chairman of the Board of Esmark Incorporated and Chairman and Chief Executive Officer of the Bouchard Group, L.L.C. Prior to founding Esmark in May 2003, Mr. Bouchard was Vice President-Commercial for U. S. Steel Kosice (Europe) from 2000 to August 2002. During his 15-year career at U. S. Steel Group, Mr. Bouchard was Manager-Marketing, Manager–National Accounts and Strategic Market Development Manager. Mr. Bouchard served on the C.D.E. committee for Eurofer in Brussels, Belgium. In addition, he served as Chairman of the Steel Shipping Container Institute (SSCI) supplier division American Iron and Steel Institute (AISI) in Washington, DC. and was named to the Board of Directors of the American Iron and Steel Institute-Washington, DC in January 2007.

CRAIG T. BOUCHARD became a member of the Board of WPC in November of 2006 and was elected to the positions of Vice Chairman of the Board and President of WPC. Mr. Bouchard is the co-founder and President of Esmark. Mr. Bouchard has 25 years of experience in domestic and international finance, specializing in mergers, acquisitions and corporate finance and international trading, software and analytics. From 1998 to January 2003, Mr. Bouchard was the President and Chief Executive Officer of NumeriX, a Wall Street software company. Prior to helping found NumeriX, Mr. Bouchard was a Senior Vice President at the First National Bank of Chicago (now J.P. Morgan Chase) from 1976 to 1995. During his 19-year career at the bank, Mr. Bouchard was the Global Head of Derivatives Trading, Head of Institutional Research, and Head of Asia Pacific.

90

DAVID A. LUPTAK has been an Executive Vice President, Secretary and General Counsel of WPC and WPSC since December 2006. Previously, Mr. Luptak was with United States Steel Corporation for more than 21 years, most recently as Plant Manager of its Edgar Thompson Works from April 2005 through November 2006. Prior to that assignment Mr. Luptak held a number of legal affairs positions with U. S. Steel, including Assistant General Counsel form March 2004 to April 2005 and General Counsel for European Operations from November 2000 to March 2004. Before joint U. S. Steel, Mr. Luptak was in private practice with the Pittsburgh law firm of Meyer Unkovic and Scott from 1981 to 1985.

PAUL J. MOONEY has been an Executive Vice President and the Chief Financial Officer of WPC and WPSC since October 1997. Mr. Mooney was a director of WPC from August 2003 until November of 2006 and previously he served as the Vice President of WHX Corporation from October 1997 to December 2001. From 1985 to November 1997, Mr. Mooney was a Client Service and Engagement Partner of PricewaterhouseCoopers LLP. Mr. Mooney also served, from July 1996 to November 1997, as the National Director of Cross Border Filing Services with the Accounting, Auditing and SEC Services Department of PricewaterhouseCoopers LLP, and from 1988 to June 1996, as the Pittsburgh Site Leader of PricewaterhouseCoopers LLP’s Accounting and Business Advisory Services Department.

VINCENT D. ASSETTA has been a Vice President and Controller for WPC since December 2006, and Vice President and Controller of WPSC since September 2006. Previously, Mr. Assetta served as Controller of WPSC from April 2004 to August 2006, and the Director of Planning and Forecasting of WPSC from November 2003 to April 2004. Before joining WPSC, Mr. Assetta was employed with J&L Specialty Steel Corporation from August 1995 to November 2004 in a series of increasingly responsible accounting positions. Previously, Mr. Assetta was employed with PricewaterhouseCoopers LLP for eight years from 1987 to 1995, where Mr. Assetta attained the position of audit manager.

MICHAEL P. DiCLEMENTE has been a Vice President and Treasurer of WPC since December 2006. Mr. DiClemente has been the Treasurer of WPSC since February 2004. Mr. DiClemente was previously employed as an Investment Advisor by Yanni Partners, a national investment consulting firm from 2002 to 2004. Previously, from 2001 to 2002, Mr. DiClemente served as Executive Financial Consultant of Mitsubishi Corporation, a global trading company. Prior to that he served Aristech Chemical Corporation for 14 years in a variety of finance positions, including most recently as Treasurer. Mr. DiClemente also served for 9 years in a number of accounting and finance positions at USX Corporation (now known as United States Steel Corporation).

V. JOHN GOODWIN has been the Chief Executive Officer of WPSC since December 2006. Mr. Goodwin was previously Chief Operating Officer of International Steel Group Inc. from 2003 to 2005, Principal and CEO of Steel Consultants from 2002 to 2003, CEO and President of Beta Steel Corp. from 1998 to 2001, CEO, COO and President of National Steel from 1994 to 1996, and General Manager with U. S. Steel Corporation from 1987 to 1994.

THOMAS A. MODROWSKI has been the President and Chief Operating Officer of WPSC since December 2006. Mr. Modrowski was previously Chief Operating Officer of Esmark from November 2004 until December 2006, and President of Electric Coating Technologies (a subsidiary of Esmark) from June 2003 to December 2006. Mr. Modrowski was previously President of Double Eagle Steel Coating Company (a joint venture of U. S. Steel and Rouge Steel) from 1990 to 1995.

ALBERT G. ADKINS became a director of WPC in November of 2006. Mr. Adkins served as Vice President-Accounting, Controller, and Chief Accounting Officer for Marathon Oil Corporation from 2001 to May 2006. Previously, Mr. Adkins served as Controller from 2000 to 2001 and Assistant Controller from 1998 to 2000 for United States Steel Corporation (USX) and Vice President of Accounting and Finance for Delhi Gas Pipeline Corporation from 1996 to 1997. Mr. Adkins is a certified public accountant and certified management accountant and is currently retired.

JAMES L. BOWEN became a director of WPC in August 2003. Mr. Bowen served as the President of the West Virginia AFL-CIO from November 1997 through August 2004. Previously, Mr. Bowen served as Vice President for both the West Virginia and the Ohio AFL-CIO. Mr. Bowen was an active member of the United Steelworkers of America for 42 years, and an International Representative for 32 years. He has been involved with the West

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Virginia AFL-CIO since 1965. Mr. Bowen served as a director of WPSC from 1998 to August 2003. Mr. Bowen is a designee of the United Steelworkers of America to the WPC Board of Directors pursuant to the terms of the collective bargaining agreement among the USW, WPSC and WPC.

CLARK BURRUS became a director of WPC in November of 2006. Mr. Burrus was the Vice Chairman of First Chicago Capital Markets, Inc. (now J.P. Morgan Chase), a broker-dealer registered with the Securities and Exchange Commission, and Co-Chairman of its public banking department from 1991 to 1998. Prior to that time, from 1979 to 1991 Mr. Burrus was Senior Vice President of the First National Bank of Chicago (now J.P. Morgan Chase) in its public banking department. From 1978 to 1981, he was Senior Vice President of the First National Bank of Chicago (now J.P. Morgan Chase) in its asset and liability management department. During the period of 1973 to 1979, Mr. Burrus served as Comptroller for the City of Chicago, the City’s chief financial officer, heading the Department of Finance which included the offices of City Comptroller, City Treasurer and Department of Revenue. During this period the City of Chicago accomplished a AA bond rating for the first time. Mr. Burrus has served as Chairman of the Chicago Transit Authority (CTA) and as a member of the board of numerous other organizations including the Chicago Council on Urban Affairs, and Member of the City of Chicago Board of Education. Mr. Burrus is a life member of the GFOA (Government Finance Officers Association), a life member of the Board of Trustees of Roosevelt University, a life member of the Metropolitan Planning Council of Chicago, and a life member of the Board of Trustees of the Rehabilitation Institute of Chicago. Mr. Burrus is a published author on minority issues in public finance. Mr. Burrus is currently retired.

C. FREDERICK FETTEROLF became a director of WPC in November of 2006. Mr. Fetterolf was President and Chief Operating Officer of Aluminum Company of America, Inc. from 1985 to 1991, and served as President of Alcoa from 1983 to 1985. Mr. Fetterolf currently serves as a director on the board and Chairman of the audit committee of Aleris International, Inc. Previously, Mr. Fetterolf has been a director of various publicly traded companies including Alcoa, Allegheny Technologies Incorporated, Mellon Bank Corporation, Praxair, Inc., Union Carbide Corp., Quaker State Corporation, Dentsply International Inc., Teledyne Technologies Incorporated, and several privately held firms including Provident Insurance Company, Ryan Homes and Allegheny Container. During his service on such boards, Mr. Fetterolf also served as Chair of the audit committee of Mellon Bank Corporation and Praxair, Inc. and as a member of the audit committee, executive committee and nominating committee of Union Carbide Corp. Mr. Fetterolf is a former member of the compensation committee and technology committee for Allegheny Technologies Incorporated. Mr. Fetterolf presently serves as Trustee of Grove City College, Eastern University and several other non-profit boards. Mr. Fetterolf is currently retired.

JAMES V. KOCH became a director of WPC in November of 2006. Dr. Koch is the Board of Visitors Professor of Economics and President Emeritus of Old Dominion University and has held that position since 2001. Dr. Koch was President of Old Dominion University and a Professor of Economics from 1990 to 2001. From 1986 to 1990, Dr. Koch was President of the University of Montana where he was also a member of the faculty as a Professor of Economics. Prior to such time, Dr. Koch was Provost, Vice President for Academic Affairs and a Professor of Economics at Ball State University from 1980 until 1986. Dr. Koch is currently a board member for the Virginia Research and Technology Advisory Commission, the MacArthur Foundation, the Bureau of Business and Economic Research, and Eastern Virginia Medical School. Dr. Koch is also the published author of a number of books and articles on economics and has over 40 years of experience in industrial organization, pricing, and antitrust; microeconomic theory; economics of education; and economics of e-commerce.

GEORGE MUñOZ became a director of WPC in November of 2006. Mr. Muñoz is a licensed attorney and certified public accountant. Since 2001, Mr. Muñoz has served as Principal and President of Muñoz Investment Banking Group, LLC in Washington, DC, and as a partner at the law firm of Tobin, Petkus & Muñoz in Chicago. From 1997 to 2001, Mr. Muñoz was President and CEO of the Overseas Private Investment Corporation where he supervised an $18 billion portfolio of loans, guarantees and political risk insurance on private sector investments in global emerging markets. Mr. Muñoz served in the U.S. Treasury Department as Assistant Secretary for Management and Chief Financial Officer from 1993 to 1997. From 1990 to 1993, Mr. Muñoz was a partner in the investment banking firm of Stevenson, Colling & Muñoz. Mr. Muñoz was an associate and partner in the Chicago law firm of Mayer Brown and Platt from 1980 to 1989. Mr. Muñoz currently serves as a director for Marriott International Inc., Altria Group Inc., Anixter International, Inc., and MWH, a privately held global engineering consulting firm. In addition, Mr. Muñoz is a trustee for The National Geographic Society.

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JOSEPH PEDUZZI became a director of WPC in November of 2006. Mr. Peduzzi currently serves as director for Tiberius Qualified Master Fund, Ltd., a management company for various investment funds and accounts. Since January 2001, he has also served as Managing Partner of TF Asset Management LLC and since March 2005, as a partner of Montrachet Capital Management LLC. Mr. Peduzzi was the managing member and President of Peduzzi Investment Group, LLC. from 1996 to 1999, and a director and President of Peduzzi Investment Group Inc. from 1993 to 1996. From 1989 to 1992, Mr. Peduzzi was a derivatives trader for Susquehanna Investment Group.

JAMES A. TODD became a director of WPC in November of 2006. Mr. Todd is currently President and CEO of CanAm Corporation which pursues investment opportunities in coal, iron ore, and steel industries. Mr. Todd was CEO of Birmingham Steel Corporation from 1980 to 1996. In 1999, Mr. Todd rejoined Birmingham Steel Corporation as Vice Chairman and Director, positions he held until 2002. In 1993, Mr. Todd was named “Steel Maker of the Year” by Iron Age Magazine. Mr. Todd currently serves as a trustee for Louisville Presbyterian Theological Seminary and a nonexecutive chair of ABC Polymer Industries LLC.

LYNN R. WILLIAMS became a director of WPC in August 2003. From 1997 to 2003, Mr. Williams served as President of the Steelworkers Organization of Active Retirees. Previously, Mr. Williams was the President Emeritus of the United Steelworkers of America, serving from November 1983 to March 1994. Additionally, since March 1994, Mr. Williams has served as an arbitrator for the AFL-CIO under Article XXI of its constitution. Mr. Williams has served on various boards of directors, including the board of WPSC from January 2001 to August 2003 and from July 1998 to November 2000, the board of WHX Corporation from December 1995 to December 1997, the board of Republic Engineered Products LLC since August 2002, and the board of Republic Technologies International from August 1999 to August 2002. Mr. Williams is a designee of the United Steelworkers of America to the WPC Board of Directors pursuant to the terms of the collective bargaining agreement among the USW, WPSC and WPC.

COMPOSITION OF THE BOARD OF DIRECTORS

Our Board of Directors consists of eleven members as follows: James. P. Bouchard, Craig T. Bouchard, Albert G. Adkins, James L. Bowen, Clark Burrus, C. Frederick Fetterolf, James V. Koch, George Muñoz, Joseph Peduzzi, James A. Todd and Lynn R. Williams. All directors will be elected annually to serve until the next annual meeting of stockholders.

Until the 2007 annual meeting of stockholders, any director or the entire board may be removed only for cause and only by the holders of at least a majority of the shares of common stock. Thereafter, any director or the entire board may be removed with or without cause by the holders of at least a majority of the shares of common stock.

Pursuant to the collective bargaining agreement among the USW, WPSC and WPC, the USW has the right to designate two individuals to serve on our board. The individuals identified to serve on our board by the International President of the USW must be acceptable to the chairman of the board, whose acceptance must not be unreasonably withheld, and upon such acceptance, recommended by the chairman to our board’s nominating and corporate governance committee which, absent compelling reasons, must promptly recommend such individual(s) to the full board for nomination to serve as a director. Once elected, a USW nominee serves a regular term as director. Messrs. Bowen and Williams currently serve as the USW designees to our Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has established an audit committee, a compensation committee, a nominating and corporate governance committee, an executive committee, a safety and environmental committee and a finance committee.

Audit Committee

Our audit committee currently consists of Albert G. Adkins, C. Frederick Fetterolf, Joseph Peduzzi, James V. Koch and Clark Burrus, each of whom is an independent director. The Company’s Board of Directors has determined that Mr. Adkins is an “audit committee financial expert,” as defined under SEC rules, and that he is “independent,” as determined under applicable NASD listing standards. The audit committee is responsible for selecting our

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independent registered public accounting firm and approving the scope, fees and terms of all audit engagements and permissible non-audit services performed by the independent registered public accounting firm, as well as assessing the independence of our independent registered public accounting firm from management. The audit committee also assists the board in oversight of our financial reporting process and integrity of its financial statements, and also reviews other matters with respect to our accounting, auditing and financial reporting practices as it may find appropriate or may be brought to our attention.

Compensation Committee

Our compensation committee currently consists of Joseph Peduzzi, James L. Bowen, James A Todd and James V. Koch, each of whom is an independent director. The compensation committee has authority over all compensation matters for senior executives. It reviews executive salaries, administers bonuses, incentive compensation and stock plans and approves the salaries and other benefits of our executive officers. In addition, the compensation committee consults with our management regarding our benefit plans and compensation policies and practices.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of C. Frederick Fetterolf, James V. Koch, George Muñoz and Lynn R. Williams, each of whom is an independent director and is responsible for recommending to the board proposed nominees for election to the Board of Directors. Additionally, this committee conducts annual evaluations of our Board of Directors and its committees, and performs an annual review of our corporate governance guidelines and code of business conduct and ethics, and recommends changes as considered necessary and appropriate.

Executive Committee

Our executive committee currently consists of James P. Bouchard, C Frederick Fetterolf, George Muñoz and Craig T. Bouchard and is authorized to act on behalf of the full Board of Directors between regularly scheduled board meetings, with certain limitations.

Safety and Environmental Committee

Our safety and environmental committee currently consists of James L. Bowen, James A. Todd, Craig T. Bouchard and Lynn R. Williams. Such committee assists the Board of Directors in promoting the safety of our employees and assuring compliance with applicable safety laws and regulations. In addition, the safety and environmental committee develops, recommends to our Board of Directors, and oversees the implementation of such safety guidelines, policies and procedures as it deems necessary.

Finance Committee

Our finance committee currently consists of George Muñoz, Craig T. Bouchard, Clark Burrus, Joseph Peduzzi and Lynn R. Williams. It oversees our financial objectives, policies, procedures and activities, and advises our Board of Directors and management with respect to all activities, plans and policies affecting our financial affairs.

Code of Ethics

We have adopted a code of business conduct and ethics (the “Company Code”) that applies to all of our directors, executive officers and employees, and which meets the definition of a “code of ethics” under applicable SEC rules. The Company Code is available free of charge under the “Investors Relations” heading on the Company’s Website at http://www.wpsc.com. We intend to post on its Website any amendment to the Company Code, or any waiver from a provision of the Company Code relating to the elements of a “code of ethics” under SEC rules, where such waiver is to our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, requires each of our directors and executive officers and beneficial owners of greater than 10% of our common stock are required to file reports with the SEC in respect of their ownership of our securities. Based solely on our review of the copies of such forms received by us with respect to 2006, or written representations from certain reporting persons, we believe all of our directors and executive officers met all applicable filing requirements, except as otherwise described in this paragraph. Each of James G. Bradley, Paul J.

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Mooney, Harry L. Page, Steven W. Sorvold and Michael P. DiClemente filed a late Form 4 in June 2006 reporting his March 2006 stock unit awards because of an administrative oversight on the part of the Company, which did not timely identity that a filing was required in connection with the receipt of these stock unit awards. The December 7, 2006 Form 3 filing for George Muñoz, a new director of the Company, reported beneficial ownership of 5,000 shares but inadvertently omitted an additional 2,600 shares beneficially owned at that time. This reporting error was corrected by a subsequent filing.

Item 11. EXECUTIVE COMPENSATION

In accordance with General Instruction G(3) of Form 10-K, the information required by this Item 11 will be filed with the Securities and Exchange Commission as an amendment to this Form 10-K not later than 120 days after the end of the fiscal year covered by this report.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Stockholders

The following table sets forth, as of February 28, 2007, certain information regarding beneficial ownership of our common stock by:

• each person known by us to beneficially own more than 5% of the outstanding shares of common stock;

• each member of our Board of Directors;

• each of the executive officers listed in Item 10 above; and

• all of our directors and executive officers as a group.

For purposes of this table, shares are considered “beneficially owned” if the person, either directly or indirectly, has sole or shared power to direct the voting of the securities or has sole or shared power to dispose or direct the disposition of the securities. A person is also considered to beneficially own shares that such person has the right to acquire within 60 days after February 28, 2007. Unless otherwise indicated in a footnote, each individual or a group possesses sole voting and investment power with respect to the shares indicated as beneficially owned.

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	Common Shares
	Beneficially Owned
Name and Address of Beneficial Owner	Number		Percentage (1)
Wellington Management Company, LLP (2)		2,089,838		13.62	%
Jeffery L. Gendell (3)		1,968,781		12.83	%
Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust (4)		1,775,206		11.57	%
FMR Corp. (5)		841,516		5.48	%
Deutsche Bank AG (6)		834,836		5.44	%
Albert G. Adkins (7)		113		*
James L. Bowen (7)		9,500		*
Clark Burrus (7)		113		*
C. Frederick Fetterolf (7)		113		*
James V. Koch (7)		1,368		*
George Munoz (7)		7,713		*
Joseph Peduzzi (7)		113		*
James A. Todd (7)		113		*
Lynn R. Williams (7)		8,930		*
James G. Bradley (8)		22,000		*
James P. Bouchard (9)		42,237		*
Craig T. Bouchard (9)		37,638		*
V. John Goodwin		—		*
Thomas V. Modrowski		—		*
Paul J. Mooney (8)		10,729		*
David A. Luptak		—		*
Michael P. DiClemente (8)		3,500		*
Vincent D. Assetta (8)		3,500		*
All executive officers and directors as a group (18 persons) (10)		119,042		*

*	Less than 1%.
(1)	As December 31, 2006, 16,469 shares of our common stock have been reserved for issuance upon the resolution of certain disputed claims filed by our creditors. Shares of common stock reserved for this purpose that are not ultimately required to be issued to satisfy disputed claims will be distributed on a pro rata basis to the other members of that class of creditors. Accordingly, as we settle disputed claims, the number of shares and the corresponding percentage of common stock beneficially owned by certain persons listed in the table may increase slightly over time without further action on the part of such persons.
(2)	The number of shares beneficially owned is based solely on information reported in Amendment No.3 to Schedule 13G filed with the Securities and Exchange Commission by Wellington Management Company, LLP on February 14, 2007 with respect to its holdings as of December 31, 2006. The address of Wellington Management Company, LLP is 75 State Street, Boston, Massachusetts 02109.
(3)	Represents 768,523 shares held by Tontine Partners, L.P., 458,821 shares held by Tontine Overseas Associates, L.L.C.., 450,310 shares held by Tontine Capital Partners, L.P., 214,703 shares held by Tontine Capital Overseas Master Fund, L.P, and 76,424 shares held by Tontine Capital Management, L.L.C. Tontine Management, L.L.C., the general partner of Tontine Partners, L.P., has the power to direct the affairs of Tontine Partners, L.P., including decisions with respect to the disposition of the proceeds from the sale of the shares. Tontine Capital Management, L.L.C., the general partner of Tontine Capital Partners, L.P., has the power to direct the affairs of Tontine Capital Partners, L.P., including decisions with respect to the disposition of proceeds from the sale of the shares. Tontine Capital Overseas GP, L.L.C., the general partner of Tontine Capital Overseas Master Fund, L.P., has the power to direct the affairs of Tontine Capital Overseas Master Fund, L.P., including decisions with respect to the disposition of proceeds from the sale of the shares. Jeffrey L. Gendell is the managing member of Tontine Management, L.L.C., Tontine Overseas Associates, L.L.C., Tontine Capital Management, L.L.C. and Tontine Capital Overseas GP, L.L.C.. and in that capacity directs their operations. The foregoing management information and number of shares beneficially owned is based solely on information reported in Amendment No.2 to Schedule 13D filed with the Securities and Exchange Commission by Tontine Partners, L.P., Tontine Management, L.L.C., Tontine Overseas Associates, L.L.C., Tontine Capital Partners, L.P., Tontine Capital Management, L.L.C., Tontine Capital Overseas Master Fund, L.P., Tontine Capital Overseas GP, L.L.C. and Mr. Gendell on December 15, 2006. The

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	address of Tontine Partners, L.P., Tontine Management, L.L.C., Tontine Overseas Associates, L.L.C., Tontine Capital Partners, L.P., Tontine Capital Management, L.L.C., Tontine Capital Overseas Fund, L.P., Tontine Capital Overseas GP, L.L.C. and Jeffrey L. Gendell is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830.
(4)	Represents shares issued to the VEBA trust. These shares are held of record by WesBanco Bank, Inc., as trustee of the VEBA trust, which is subject to the direction of U.S. Trust Corporation in its capacity as independent fiduciary for the VEBA trust, with respect to the disposition and voting of the shares. The address of U.S. Trust Corporation is 114 West 47th Street, 25th Floor, New York, NY 10036-1532. The address of the VEBA trust is c/o WesBanco Bank, Inc., as trustee, One Bank Plaza, Wheeling, West Virginia 26003. Amendment No.6 to Schedule 13G filed with the Securities and Exchange Commission by U.S. Trust Corporation and U.S. Trust Company, N.A. on February 14, 2007 reports sole power to dispose or direct the disposition of [2,141,036] additional shares and shared power to dispose or to direct the disposition of 429,008 additional shares (or approximately 2.8% of the outstanding common stock) held by U.S. Trust Company, N.A. in its capacity as trustee of our salaried 401K plan.
(5)	The number of shares beneficially owned is based solely on information reported in Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission by FMR Corp. on February 14, 2007 with respect to its holdings as of December 31, 2006. Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp. and a registered investment advisor, is the beneficial owner of the shares as a result of acting as investment advisor to Fidelity Low Priced Stock Fund. Edward C. Johnson 3rd and FRM Corp., through its control of Fidelity Management & Research Company and Fidelity Low Priced Stock Fund, each has the sole power to dispose of the shares. Members of the family of Edward C. Johnson 3rd, chairman of FMR Corp., through their ownership of voting common stock of FMR Corp. and the execution of a shareholders’ voting agreement, may be deemed to form a controlling group with respect to FMR Corp. Neither FMR Corp. nor Edward C. Johnson 3rd has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Low Priced Stock Fund, which power resides with the Fidelity Low Priced Stock Fund’s Board of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Low Priced Stock Fund’s Board of Trustees. The address of FMR Corp., Fidelity Management & Research Company, Fidelity Low Priced Stock Fund and Edward C. Johnson 3rd is 82 Devonshire Street, Boston, Massachusetts 02109.
(6)	Represents 834,536 shares held by Deutsche Bank AG, London Branch and 300 shares held by Deutsche Bank Securities, Inc. The foregoing number of shares beneficially owned is based solely on information reported in Schedule 13G filed with the Securities and Exchange Commission by Deutsche Bank AG on February 1, 2007 with respect to their holdings as of December 29, 2006. The address of Deutsche Bank AG is Taunusanlage 12, D-60325 Frankfurt am Main, Federal Republic of Germany.
(7)	Represents shares issuable upon exercise of currently exercisable options to purchase shares of WPC common stock.
(8)	Represents shares issued under our 2003 Restricted Stock Plan and under our 2003 Management Incentive Stock Plan.
(9)	Includes 100 shares of common stock owned by The Bouchard Group LLC which may be deemed to be beneficially owned by James P. Bouchard and 28,638 shares of common stock owned by Esmark Incorporated which may be deemed to be beneficially owned by each Messrs. James P. Bouchard and Craig T. Bouchard. Messrs. Bouchard have disclaimed beneficial ownership of such interests. Also includes 10,135 shares scheduled to be granted to James P. Bouchard and 6,757 shares scheduled to be granted to Craig T. Bouchard on March 31, 2007 pursuant to their employment agreements with the Company should each remain employed through such date.
(10)	Includes shares held by Messrs. Adkins, Bowen, Burrus, Fetterolf, Koch, Muñoz, Peduzzi, Todd, Williams, Bradley, J. Bouchard, C. Bouchard, Goodwin, Modrowski, Mooney, Luptak, DiClemente and Assetta reported as being beneficially owned by each such person in the beneficial ownership table. The address of all such executive officers and directors is c/o Wheeling-Pittsburgh Corporation, 1134 Market Street, Wheeling, West Virginia 26003. The same 28,638 shares of common stock beneficially owned by Messrs. J. Bouchard and C. Bouchard have only been included in this amount once.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

We own 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. (Wheeling-Nisshin), which is accounted for using the equity method of accounting. We had sales to Wheeling-Nisshin of $250,240, $216,697 and $246,679 during 2006, 2005 and 2004, respectively. Sales to Wheeling-Nisshin are made at prevailing market prices. We received dividends from Wheeling-Nisshin of $10,715, $5,000 and $2,500 during 2006, 2005 and 2004, respectively. At December 31, 2006 and 2005, we had accounts receivable due from Wheeling-Nisshin, Inc. of $1,853 and $3,439, respectively, and had accounts payable to Wheeling-Nisshin of $147 and $726, respectively.

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We own 50% of the outstanding common stock of Ohio Coatings Corporation (OCC), which is accounted for using the equity method of accounting. We had sales to OCC of $78,276, $126,849 and $121,056 during 2006, 2005 and 2004, respectively. Sales to OCC are made at prevailing market prices. At December 31, 2006 and 2005, we had accounts receivable due from OCC of $3,461and $8,852, respectively. At December 31, 2006 and 2005, we had a loan receivable due from OCC of $5,625 and $7,700, respectively, which bears interest at a variable rate, which currently approximates 7.1%. We recorded interest income on the loan receivable of $417, $539 and $546 during 2006, 2005 and 2004, respectively, and received payments on the loan receivable of $2,075, $2,025 and $1,725 during 2006, 2005 and 2004, respectively.

We own 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. (Feralloy), which is accounted for using the equity method of accounting. During 2006, 2005 and 2004, the Company received dividends from Feralloy of $343, $294 and $293, respectively.

During 2006, we acquired 50% of the outstanding common stock of Jensen Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture, that produces and sells corrugated roofing products. The joint venture is accounted for using the equity method of accounting. We had sales to Jensen Bridge of $4,751 during 2006. Sales to Jensen Bridge are made at prevailing market prices. At December 31, 2006, we had accounts receivable due from Jensen Bridge of $1,369.

In September 2005, we contributed to MSC, a joint venture with SNA Carbon, our coke-producing batteries and related facilities and assets located in Follansbee, West Virginia and Steubenville, Ohio, which had a fair value of approximately $86.9 million. In return, we received a 50% voting interest in MSC and 72.22% of the non-voting economic capital stock interest in MSC. From inception through December 31, 2006, we contributed $8.1 million in cash to MSC. As of December 31, 2006, we owned 50.0% of the voting interest and 50.0% of the non-voting economic capital stock interest in MSC. We are obligated to make additional cash contributions to MSC of $25.0 million in 2007. Subject to certain exceptions, we and SNA Carbon are obligated to make loans to MSC from time to time, up to $35.0 million in the aggregate for all such loans, to satisfy any deficiency in MSC’s working capital needs. These loans will be made by WPSC and SNA Carbon proportionate to their respective projected coke-purchases. WPSC made a working capital loan of $9.9 million to MSC during 2005, of which $5.4 million was repaid by MSC during 2006. Pursuant to a Coke Supply Agreement entered into between WPSC and MSC in September 2005, MSC sold 491,417 and 174,986 tons of coke to WPSC in 2006 and 2005, respectively, for a total consideration of $103.5 million and $41.8 million, respectively. MSC also sold coke oven gas, steam and other by-products to WPSC of $8.6 million and $1.0 million in 2006 and 2005, respectively. MSC is required to sell 50% of its coke production, up to 600,000 tons, to WPSC in 2007. WPSC is paid a fee to manage and operate MSC’s coke facilities using its current hourly and salaried workforce. Pursuant to FIN 46(R), MSC has been consolidated in our financial statements as of December 31, 2006 and 2005 and for the years then ended. As a result of additional capital contributions made to MSC by SNA Carbon during 2006 increasing their non-voting economic capital stock interest in the joint venture to 50.0% and due to the fact that all coke production subsequent to 2006 will be sold to each joint venture partner on an equal basis, MSC’s financial statement will no longer be consolidated with our financial statements effective January 1, 2007.

James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President have been nominated to serve on the Board of Directors of Wheeling-Nisshin. James G. Bradley, our former President and Chief Executive Officer and Harry L. Page, our former President and Chief Operating Officer of WPSC also served on the Board of Directors of Wheeling-Nisshin during 2006. James P. Bouchard, Thomas A Modrowski, our President and Chief Operating Officer of WPSC, and Vincent D. Assetta, our Vice President and Controller have been nominated to serve on the Board of Directors of OCC. Paul J. Mooney, our Vice President and Chief Financial Officer serves on the Board of Directors of OCC. Donald E. Keaton, our former Vice President of Steel Manufacturing and Procurement for WPSC, also served on the Board of Directors of OCC during 2006. Mr. Thomas A. Modrowski has been appointed as Chairman of the Board of Managers of MSC, replacing Mr. Donald E. Keaton.

During the year ended December 31, 2006, we contributed an aggregate 293,719 shares of our common stock to the VEBA trust in respect of our quarterly VEBA trust and profit sharing obligations. See Note 18 to the consolidated financial statements in Item 8 of this annual report Form 10-K for further information concerning these contributions.

98

On March 15, 2007, certain institutional investors who are stockholders of the Company and Esmark, as well as James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President agreed to purchase convertible notes from us, and on March 16, 2007, we received $50.0 million and issued convertible subordinated promissory notes. Pursuant to the terms of such notes, the debt will be convertible into our common stock upon consummation of a merger between us and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark merger as stockholders of the Company), or if not consummated, at the election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to our term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the merger between us and Esmark is not consummated by January 1, 2008, the per annum interest rate shall increase to 9% per annum retroactively to the issuance date. The $50.0 million will be used to pay down $37.5 million of indebtedness under our term loan agreement and for general corporate purposes.

In October 2006, Esmark and its affiliates commenced a solicitation of our stockholders to elect their proposed slate of director nominees and effectuate related changes in our by-laws (the Proxy Solicitation). At our annual stockholders meeting held on November 17, 2006, our stockholders elected all of the Esmark nominees together with the two representatives of the USW who were installed as our Board of Directors on November 30, 2006 upon certification of the election results. Esmark, pursuant to Delaware law, has requested reimbursement from us for certain of their expenses incurred in connection with the Proxy Solicitation. The request for expenses, which primarily consists of investment advisory fees, legal fees, printing and proxy solicitation costs and incidental expenses approximate $1.7 Million. James P. Bouchard, our Chairman and Chief Executive Officer and Craig T. Bouchard, our Vice Chairman and President are minority owners, directors and executive officers of Esmark.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following fees were billed by PricewaterhouseCoopers LLP to the Company for services performed on behalf of the Company, as described below:

Audit Fees: The aggregate fees, including expenses, for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the year ended December 31, 2006 and of its internal control over financial reporting as of December 31, 2006 were $1,179,490 The aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the year ended December 31, 2005 and of its internal control over financial reporting as of
December 31, 2005 were $1,033,847.

Audit-Realted Fees: The aggregate fees, including expenses, for professional services rendered by PricewaterhouseCoopers LLP for audit-related services for the year ended December 31, 2006 were $267,719. These fees were for services rendered in connection with the proposed merger of the Company and CSN.

Tax Fees: The aggregate fees, including expenses, for professional services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice and tax planning for the year ended December 31, 2006 and December 31, 2005 were $67,763 and $9,000, respectively.

All Other Fees: The aggregate fees, including expenses, for professional services rendered by PricewaterhouseCoopers LLP, other than for services referred to above, for the year December 31, 2006 and 2005 were $1,500.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

The Company’s Audit Committee has the sole authority to approve the scope, fees and terms of all audit and permissible non-audit services provided by the Company’s independent registered public accounting firm, subject to the “de minimus” exception under the Exchange Act permitting waiver of such pre-approval requirements for non-audit services in certain limited instances. All of the non-audit services described above were approved by the Audit Committee. Pursuant to the Company’s audit committee charter, the Audit Committee considers whether the provision of non-audit services by the independent registered public accounting firm, on an overall basis, is compatible with maintaining the independent registered public accounting firm’s independence from management.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The financial statements, financial statement schedules and exhibits listed below are filed as part of this annual report:

(a)(1) Financial Statements

     Financial Statements filed as part of this report are included in Item 8. Financial Statements and Supplementary Data beginning on page 50.

(a)(3) Exhibits

Exhibits 10.6 and 10.7 and Exhibits 10.12(a) through 10.12(i) are management contracts or compensatory plans or arrangements.

EXHIBIT
NUMBER	DESCRIPTION OF EXHIBIT
3.1(a)**	Second Amended and Restated Certificate of Incorporation.
3.1(b)**	Certificate of Designation of Series A Junior Participating Preferred Stock of Wheeling-Pittsburgh Corporation.
3.2	Second Amended and Restated By-laws (filed herewith).
4.1*	Indenture, dated August 1, 2003, between Wheeling-Pittsburgh Steel Corporation and Bank One, N.A., as trustee.
4.2*	Indenture, dated August 1, 2003, between Wheeling-Pittsburgh Steel Corporation and Bank One, N.A., as trustee.
4.3*	Form of Common Stock Certificate of Wheeling-Pittsburgh Corporation.
10.1*	Close Corporation and Shareholders’ Agreement, dated as of March 24, 1994 (as amended), by and among Dong Yang Tinplate America Corp., Nippon Steel Trading America, Inc. (f/k/a Nittetsu Shoji America), Wheeling-Pittsburgh Steel Corporation and Ohio Coatings Company.
10.2*	Raw Material Supply Agreement, dated as of March 25, 1994, by and between Wheeling-Pittsburgh Steel Corporation and Ohio Coatings Company.
10.3*	Distribution Agreement, dated as of January 1, 2003 (as amended), by and among Nippon Steel Trading America, Inc. (f/k/a Nittetsu Shoji America), Wheeling-Pittsburgh Steel Corporation and Ohio Coatings Company.
10.4*	Second Amended and Restated Shareholders Agreement, dated as of November 12, 1990, by and between Wheeling-Pittsburgh Steel Corporation and Nisshin Steel Co., Ltd.
10.5*	Amended and Restated Supply Agreement, dated as of March 29, 1993, by and between Wheeling-Pittsburgh Steel Corporation and Wheeling-Nisshin, Inc.
10.6***	Amended and Restated 2003 Management Stock Incentive Plan.
10.7*	2003 Management Restricted Stock Plan.
10.8*	Term Loan Agreement, dated as of July 31, 2003, by and among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, the several banks and other financial institutions or entities from time to time party thereto, Lloyds TSB Bank PLC, as documentation agent, Australia and New Zealand Banking Group Limited, as syndication agent, Royal Bank of Canada, as administrative agent, Emergency Steel Loan Guarantee Board, as federal guarantor, and West Virginia Housing Development Group, as state guarantor.
10.9*	Modification and Assumption Agreement, dated as of June 12, 2003, between Wheeling-Pittsburgh Steel Corporation and Danieli Corporation.
10.10*	Agreement for Supply of Equipment and Services, dated as of June 12, 2003, between Junction Industries, Inc. and Wheeling-Pittsburgh Steel Corporation.

100

EXHIBIT
NUMBER	DESCRIPTION OF EXHIBIT
10.11(a)*	Lease for 201 Mississippi Street, Gary, IN, dated as of November 13, 1995, between Great Lakes Industrial Partners, L.P. and Wheeling-Pittsburgh Steel Corporation, as amended.
10.11(b)*	Lease for 9801 Alden Avenue, Lenexa, KS, dated as of March 27, 2000, between Lenexa Alden, LLC and Wheeling-Pittsburgh Steel Corporation.
10.11(c)*	Lease for 8090 Woolery Way, Fallon, NV, dated as of August 1, 1999, between FBW Leasecorp, Inc. and Wheeling-Pittsburgh Steel Corporation.
10.11(d)*	Leases for 4204 Fidelity Road, Fidelity Industrial Park, Houston, TX, dated January 16, 1986, and 4206-B Fidelity Road, Jacinto City, Harris County, TX, dated September 21, 1988, between The Texas Development Company and Wheeling-Pittsburgh Steel Corporation, as amended.
10.11(e)*	Lease for 20 Three Creek Road, Emporia, VA, dated August 17, 1998, between the Industrial Development Authority of Greensville County, Virginia and Wheeling Corrugating Company.
10.11(f)*	Lease for 2001 Highway 301, Palmetto, FL, dated April 27, 2000, between Palmetto Business Park, LP and Wheeling-Pittsburgh Steel Corporation.
10.12(a)	Employment Agreement, effective April 1, 2006, between James G. Bradley and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to the Current Report on Form 8-K (File No. 0-50300) of the Company, filed with the SEC on April 27, 2006).
10.12(b)++	Amended and Restated Employment Agreement, effective as of April 1, 2006, between Paul J. Mooney and Wheeling-Pittsburgh Corporation.
10.12(c)++	Amended and Restated Employment Agreement, effective as of April 1, 2006, between Steven W. Sorvold and Wheeling-Pittsburgh Corporation.
10.12(d)++	Amended and Restated Employment Agreement, effective as of August 3, 2006, between Donald E. Keaton and Wheeling-Pittsburgh Corporation.
10.12(e)++	Amended and Restated Employment Agreement, effective as of August 3, 2006, between Harry L. Page and Wheeling-Pittsburgh Steel Corporation.
10.12(f)++	Employment Agreement, effective as of September 1, 2006, between Vincent D. Assetta and Wheeling-Pittsburgh Steel Corporation.
10.12(g)++	Employment Agreement, effective as of September 1, 2006, between Michael P. DiClemente and Wheeling-Pittsburgh Steel Corporation.
10.12(h)	Amended and Restated Employment Agreement, effective as of December 19, 2006, between James P. Bouchard and Wheeling-Pittsburgh Corporation (filed herewith).
10.12(i)	Amended and Restated Employment Agreement, effective as of December 19, 2006, between Craig T. Bouchard and Wheeling-Pittsburgh Corporation (filed herewith).
10.12(j)	Employment Agreement, effective as of December 19, 2006, between David A. Luptak and Wheeling-Pittsburgh Corporation (filed herewith).
10.12(k)	Employment Agreement, effective as of December 19, 2006, between V. John Goodwin and Wheeling-Pittsburgh Steel Corporation (filed herewith).
10.12(l)	Employment Agreement, effective as of December 19, 2006, between Thomas A Modrowski and Wheeling-Pittsburgh Steel Corporation (filed herewith).
10.13(a)*	Registration Rights Agreement, dated August 1, 2003 between Wheeling-Pittsburgh Corporation and WesBanco Bank, Inc., solely in its capacity as trustee under the VEBA trust.
10.13(b)*	Stock Transfer Restriction and Voting Agreement, dated August 1, 2003, by and among Wheeling-Pittsburgh Corporation, United States Trust Company, N.A., as independent fiduciary for the VEBA Trust, and WesBanco Bank, Inc., as trustee under the VEBA Trust.
10.14	First Amendment and Waiver, dated June 25, 2004, to the Term Loan Agreement, dated as of July 31, 2003, among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein, Royal Bank of Canada, as administrative agent, the Emergency Steel Loan Guarantee Board and the West Virginia Housing Development Fund (incorporated by reference to Form S-1 Registration Statement (File No. 333-116990) of the Company, filed with the SEC on June 30, 2004, as amended).

101

EXHIBIT
NUMBER	DESCRIPTION OF EXHIBIT
10.15**	Second Amendment, effective as of December 30, 2004, to the Term Loan Agreement, dated as of July 31, 2003 (as amended), among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, Royal Bank of Canada, as administrative agent, the Lenders party thereto, the Emergency Steel Loan Guarantee Board and the West Virginia Housing Development Fund.
10.16	Amended and Restated Revolving Loan Agreement, dated as of July 8, 2005, by and between Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, the banks and other financial institutions from time to time party thereto, Royal Bank of Canada, as administrative agent, General Electric Capital Corporation, as inventory and receivables security agent and documentation agent, and The CIT Group/Business Credit, Inc., Wachovia Bank, National Association and Fleet Capital Corp., as syndication agents (incorporated by reference to the Current Report on Form 8-K (File No. 0-50300) of the Company, filed with the SEC on July 14, 2005).
10.17+	Amended and Restated Limited Liability Company Agreement of Mountain State Carbon, LLC, dated September 29, 2005, by and between Wheeling-Pittsburgh Steel Corporation and SNA Carbon, LLC.
10.18+	Coke Supply Agreement, dated September 29, 2005, by and between Wheeling-Pittsburgh Steel Corporation and Mountain State Carbon, LLC.
10.19+	Third Amendment, effective as of September 29, 2005, to the Term Loan Agreement, dated as of July 31, 2003 (as amended), among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, Royal Bank of Canada, as administrative agent, the Lenders party thereto, the Emergency Steel Loan Guarantee Board and the West Virginia Housing Development Fund.
10.20***	Fourth Amendment and Waiver, dated as of March 10, 2006, to the Term Loan Agreement, dated as of July 31, 2003, among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, the Lenders party thereto, the Documentation Agent and Syndication Agent named therein, the Administrative Agent named therein, the Emergency Steel Loan Guarantee Board, and the West Virginia Housing Development Fund.
10.21***	Form of Restricted Stock Unit Award Agreement.
10.22++	Wheeling-Pittsburgh Steel Corporation Supplemental Executive Retirement Plan.
10.23	Letter Agreement, dated February 6, 2007, between United States Trust Company, N.A. (UST) and Wheeling-Pittsburgh Corporation regarding the Stock Transfer Restriction and Voting Agreement, dated August 1, 2003, by and among Wheeling-Pittsburgh Corporation, United States Trust Company, N.A., as independent fiduciary for the VEBA Trust, and WesBanco Bank, Inc., as trustee under the VEBA Trust (filed herewith).
10.24	Fifth Amendment, dated March 15, 2007, to the Term Loan Agreement, dated as of July 31, 2003 (as amended), among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, Royal Bank of Canada, as administrative agent, the Lenders party thereto, the Emergency Steel Loan Guarantee Board and the West Virginia Housing Development fund (filed herewith).
10.25	Second Amendment and Consent, dated March 16, 2007, to the Amended and Restated Revolving Loan Agreement, among Wheeling-Pittsburgh Steel Corporation, Wheeling-Pittsburgh Corporation, General Electric Capital Corporation, as administrative agent and the banks and other financial institutions party thereto (filed herewith).
10.26	Form of Note Purchase Agreement, dated March 15, 2007, entered into between Wheeling-Pittsburgh Corporation and each of Bouchard 10S, LLC, Bouchard Group, LLC, Tontine Capital Overseas Master Fund, L.P., Tontine Capital Partners, L.P., and Franklin Mutual Advisers, LLC as agent for certain of its investor funds (filed herewith).
10.27	Form of Senior Subordinated Unsecured Convertible Promissory Note of Wheeling-Pittsburgh Corporation executed in favor of Bouchard 10S, LLC, Bouchard Group, LLC, Tontine Capital Overseas Master Fund, L.P., Tontine Capital Partners, L.P., and Franklin Mutual Advisers, LLC as agent for certain of its investor funds (filed herewith).
10.28	Form of Registration Rights Agreement, dated March 15, 2007, by and among Wheeling-Pittsburgh Corporation and Bouchard 10S, LLC, Bouchard Group, LLC, Tontine Capital Overseas Master Fund, L.P., Tontine Capital Partners, L.P., and Franklin Mutual Advisers, LLC as agent for certain of its investor funds (filed herewith).
21.1***	Subsidiaries of Wheeling-Pittsburgh Corporation.
23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm (filed herewith).
31.1	Certification of James P. Bouchard, Chief Executive Officer of the Registrant, required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2	Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1	Certification of James P. Bouchard, Chief Executive Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

102

*	Incorporated by reference to the Form 10 Registration Statement (File No. 0-50300) of the Company, filed with the SEC on August 8, 2003, as amended.
**	Incorporated by reference to the Annual Statement on Form 10-K (File No. 0-50300) of the Company, filed with the SEC on March 14, 2005.
***	Incorporated by reference to the Annual Statement on Form 10-K (File No. 0-50300) of the Company, filed with the SEC on March 14, 2006.
+	Incorporated by reference to the Current Report on Form 8-K (File No. 0-50300) of Wheeling-Pittsburgh Corporation, filed with the SEC on October 5, 2005
++	Incorporated by reference to the Quarterly Report on Form 10-Q (File No. 0-50300) of Wheeling-Pittsburgh Corporation filed with the SEC on November 13, 2006.

103

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

WHEELING-PITTSBURGH CORPORATION
By:	/s/ James P. Bouchard
	Name: James P. Bouchard
	Title: Chairman, Chief Executive Officer and Director
Date: March 20, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James P. Bouchard	Chairman, Chief Executive Officer	March 20, 2007
James P. Bouchard	and Director (Principal Executive Officer)
/s/ Paul J. Mooney	Executive Vice President and Chief	March 20, 2007
Paul J. Mooney	Financial Officer (Principal Accounting Officer)
/s/ Albert G. Adkins	Director	March 20, 2007
Albert G. Adkins
/s/ Craig T. Bouchard Craig T. Bouchard	Director	March 20, 2007
/s/ James L. Bowen. James L. Bowen.	Director	March 20, 2007
/s/ Clark Burrus Clark Burrus	Director	March 20, 2007
/s/ C. Frederick Fetterolf C. Frederick Fetterolf	Director	March 20, 2007
/s/ James V. Koch James V. Koch	Director	March 20, 2007
/s// George Muñoz George Muñoz	Director	March 20, 2007
/s/ Joseph Peduzzi Joseph Peduzzi	Director	March 20, 2007
/s/ James A. Todd James A. Todd	Director	March 20, 2007
/s/ Lynn R. Williams Lynn R. Williams	Director	March 20, 2007

104

EX-3.2

Exhibit 3.2

WHEELING-PITTSBURGH CORPORATION
SECOND AMENDED AND RESTATED BY-LAWS

ARTICLE I. — GENERAL.

1.1. OFFICES. The registered office of Wheeling-Pittsburgh Corporation (the “Company”) shall be in the City of Wilmington, County of New Castle, State of Delaware. The Company may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Company may require.

1.2. SEAL. The seal, if any, of the Company shall be in the form of a circle and shall have inscribed thereon “Wheeling-Pittsburgh Corporation — Delaware 1990” and the words “Corporate Seal”.

1.3. FISCAL YEAR. The fiscal year of the Company shall be the period from January 1 through December 31.

ARTICLE II. — STOCKHOLDERS.

2.1. PLACE OF MEETINGS. Each meeting of the stockholders shall be held upon notice as hereinafter provided, at such place as the Board of Directors shall have determined and as shall be stated in such notice.

2.2. ANNUAL MEETING. The annual meeting of the stockholders shall be held each year on such date and at such time as the Board of Directors may determine. At each annual meeting the stockholders entitled to vote shall elect such members of the Board of Directors as are standing for election, by plurality vote by ballot, and they may transact such other corporate business as may properly be brought before the meeting. At the annual meeting any business may be transacted, irrespective of whether the notice calling such meeting shall have contained a reference thereto, except where notice is required by law, the Company’s Certificate of Incorporation, or these by-laws.

2.3. QUORUM. At all meetings of the stockholders the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum requisite for the transaction of business except as otherwise provided by law, the Company’s Certificate of Incorporation, or these by-laws. Whether or not there is such a quorum at any meeting, the chairman of the meeting or the stockholders entitled to vote thereat, present in person or by proxy, by a majority vote, may adjourn the meeting from time to time without notice other than announcement at the meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting, at which the requisite amount of voting stock shall be represented, any business may be transacted that might have been transacted if the meeting had been held as originally called. The stockholders present in person or by

proxy at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.4. RIGHT TO VOTE; PROXIES. Subject to the provisions of the Company’s Certificate of Incorporation, each holder of a share or shares of capital stock of the Company having the right to vote at any meeting shall be entitled to one vote for each such share of stock held by him. Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy, but no proxy that is dated more than three years prior to the meeting at which it is offered shall confer the right to vote thereat unless the proxy provides that it shall be effective for a longer period. A proxy may be granted by a writing executed by the stockholder or his authorized agent or by transmission or authorization of transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, subject to the conditions set forth in Section 212 of the Delaware General Corporation Law, as it may be amended from time to time (the “DGCL”).

2.5. VOTING. At all meetings of stockholders, except as otherwise expressly provided for by statute, the Company’s Certificate of Incorporation, or these by-laws, (i) in all matters other than the election of directors, the affirmative vote of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on such matter shall be the act of the stockholders and (ii) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.6. NOTICE OF ANNUAL MEETINGS. Written notice of the annual meeting of the stockholders shall be mailed to each stockholder entitled to vote thereat at such address as appears on the stock books of the Company at least ten (10) days (and not more than sixty (60) days) prior to the meeting. The Board of Directors may postpone any annual meeting of the stockholders at its discretion, even after notice thereof has been mailed. It shall be the duty of every stockholder to furnish to the Secretary of the Company or to the transfer agent, if any, of the class of stock owned by him and his post-office address, and to notify the Secretary of any change therein. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

2.7. STOCKHOLDERS’ LIST. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order and showing the address of each stockholder, and the number of shares registered in the name of each stockholder,

shall be prepared by the Secretary and filed either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, at least ten days before such meeting, and shall at all times during the usual hours for business, and during the whole time of said election, be open to the examination of any stockholder for a purpose germane to the meeting.

2.8. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, may be called only by the Chairman of the Board of Directors, the President or any three members of the Board of Directors. Any such person or persons may postpone any special meeting of the stockholders at its or their discretion, even after notice thereof has been mailed.

2.9. NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting of stockholders, stating the time and place and object thereof shall be mailed, postage prepaid, not less than ten (10) nor more than sixty (60) days before such meeting, to each stockholder entitled to vote thereat, at such address as appears on the books of the Company. No business may be transacted at such meeting except that referred to in said notice, or in a supplemental notice given also in compliance with the provisions hereof, or such other business as may be germane or supplementary to that stated in said notice or notices. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

2.10. INSPECTORS.

(a) One or more inspectors may be appointed by the Board of Directors before or at any meeting of stockholders, or, if no such appointment shall have been made, the presiding officer may make such appointment at the meeting. At the meeting for which the inspector or inspectors are appointed, he or they shall open and close the polls, receive and take charge of the proxies and ballots, and decide all questions touching on the qualifications of voters, the validity of proxies, and the acceptance and rejection of votes. If any inspector previously appointed shall fail to attend or refuse or be unable to serve, the presiding officer shall appoint an inspector in his place.

(b) At any time at which the Company has a class of voting stock that is (i) listed on a national securities exchange, (ii) authorized for quotation on an inter-dealer quotation system of a registered national securities association, or (iii) held of record by more than 2,000 stockholders, the provisions of Section 231 of the DGCL with respect to inspectors of election and voting procedures shall apply, in lieu of the provisions of paragraph 1 of this Section 2.10.

2.11. STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Unless otherwise provided in the Company’s Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Company, or any action that may be taken at any annual or special meeting of such stockholders, may be taken only at such a meeting, and not by written consent of stockholders.

ARTICLE III. — DIRECTORS.

3.1. NUMBER OF DIRECTORS.

(a) Except as otherwise provided by law, the Company’s Certificate of Incorporation, or these by-laws, the property and business of the Company shall be managed by or under the direction of a board of directors. Directors need not be stockholders, residents of Delaware, or citizens of the United States. The use of the phrase “whole board” herein refers to the total number of directors which the Company would have if there were no vacancies.

(b) The Board of Directors shall consist of eleven (11) directors. Initially, the Board of Directors shall be divided into three (3) classes of directors, being “Class 1 Directors,” (consisting of three (3) directors), “Class 2 Directors,” (consisting of four (4) directors) and “Class 3 Directors” (consisting of four (4) directors). The three classes of directors shall initially have staggered terms of office as follows: (i) the Class 1 Directors will serve as directors until the first annual meeting of the Company’s stockholders following the effective date of the Company’s Plan of Reorganization (the “Effective Date”) or until their earlier death, incapacity, resignation, or removal, (ii) the Class 2 Directors will serve as directors until the second annual meeting of the Company’s stockholders following the Effective Date or until their earlier death, incapacity, resignation, or removal and (iii) the Class 3 Directors will hold office until the third annual meeting of the Company’s stockholders following the Effective Date or until their earlier death, incapacity, resignation, or removal. At each annual meeting of the Company’s stockholders following the expiration of the initial term of each class of directors, nominees will stand for election to succeed such directors, and nominees elected as directors each will hold office until the next annual meeting of the Company’s stockholders. Members of the Board of Directors shall hold office until the applicable annual meeting of the Company’s stockholders at which their respective successors are elected and qualified or until their earlier death, incapacity, resignation, or removal.

(c) Except as the DGCL or the Company’s Certificate of Incorporation may otherwise require, in the interim between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, if the office of any director becomes vacant by reason of death, resignation, disqualification, removal, failure to elect, an expansion of the size of the Board or otherwise, the remaining directors, although more or less than a quorum, by a majority vote of such remaining directors may elect a

successor or successors (or fill such vacancy, as applicable) who shall hold office for the unexpired term.

3.2. RESIGNATION. Any director of the Company may resign at any time by giving written notice to the Chairman of the Board, the President, or the Secretary of the Company. Such resignation shall take effect at the time specified therein, at the time of receipt if no time is specified therein and at the time of acceptance if the effectiveness of such resignation is conditioned upon its acceptance. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.3. REMOVAL. Except as may otherwise be provided by the DGCL or the Company’s Certificate of Incorporation, until the third annual meeting of the Company’s stockholders following the Effective Date, any director or the entire Board of Directors may be removed only for cause and only by the vote of the holders of a majority of the shares of the Company’s stock entitled to vote for the election of directors. Thereafter, any director or the entire Board of Directors may be removed with or without cause by the holders of a majority of the shares entitled to vote at an election of directors.

3.4. PLACE OF MEETINGS AND BOOKS. The Board of Directors may hold their meetings and keep the books of the Company outside the State of Delaware, at such places as they may from time to time determine.

3.5. GENERAL POWERS. In addition to the powers and authority expressly conferred upon them by these by-laws, the board may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Certificate of Incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

3.6. COMMITTEES. The Board of Directors shall designate an audit committee, a compensation committee, a nominating/governance committee, a safety committee and a strategic planning committee and may designate one or more other committees, by resolution or resolutions passed by a majority of the whole board; such committees shall consist of one or more directors of the Company, and to the extent provided in the resolution or resolutions designating them, shall have and may exercise specific powers of the Board of Directors in the management of the business and affairs of the Company to the extent permitted by statute and shall have power to authorize the seal of the Company to be affixed to all papers that may require it. Such committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.

3.7. POWERS DENIED TO COMMITTEES. Committees of the Board of Directors shall not, in any event, have any power or authority to amend the Company’s Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares adopted by the Board of Directors as provided in Section 151(a) of the DGCL, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of

assets of the Company or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Company or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease, or exchange of all or substantially all of the Company’s property and assets, recommend to the stockholders a dissolution of the Company or a revocation of a dissolution, or to amend the by-laws of the Company. Further, no committee of the Board of Directors shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL, unless the resolution or resolutions designating such committee expressly so provides.

3.8. SUBSTITUTE COMMITTEE MEMBER. In the absence or on the disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any committee shall keep regular minutes of its proceedings and report the same to the board as may be required by the board.

3.9. COMPENSATION OF DIRECTORS. The Board of Directors shall have the power to fix the compensation of directors and members of committees of the Board. Such compensation may be in the form of cash, equity, deferred compensation, or other forms or any combination thereof. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. Except as may otherwise be prohibited by law, no such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.10. REGULAR MEETINGS. No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed.

3.11. SPECIAL MEETINGS. Special meetings of the board may be called by the Chairman of the Board, if any, the President or any three members of the Board of Directors, on two (2) days notice to each director, or such shorter period of time before the meeting as will nonetheless be sufficient for the convenient assembly of the directors so notified; special meetings shall be called by the Secretary in like manner and on like notice, on the written request of two or more directors. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is

not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

3.12. QUORUM. At all meetings of the Board of Directors, a majority of the whole board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically permitted or provided by statute, or by the Company’s Certificate of Incorporation, or by these by-laws. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at said meeting that shall be so adjourned.

3.13. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board of Directors or any committee designated by such board may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

3.14. ACTION BY CONSENT. Unless otherwise restricted by the Company’s Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if written consent thereto is signed by all members of the board or of such committee as the case may be and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV. — OFFICERS.

4.1. SELECTION; STATUTORY OFFICERS. The officers of the Company shall be chosen by the Board of Directors. There shall be a President, a Secretary, and a Treasurer, and there may be a Chairman of the Board of Directors, one or more Vice Chairmen, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as the Board of Directors may elect. Any number of offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person simultaneously.

4.2. TIME OF ELECTION. The officers above named shall be chosen by the Board of Directors at its first meeting after each annual meeting of stockholders. None of said officers need be a director.

4.3. ADDITIONAL OFFICERS. The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise

such powers and perform such duties as shall be determined from time to time by the board.

4.4. TERMS OF OFFICE. Each officer of the Company shall hold office until his successor is chosen and qualified, or until his earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the Board of Directors.

4.5. COMPENSATION OF OFFICERS. The Board of Directors shall have power to fix the compensation of all officers of the Company. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

4.6. CHAIRMAN OF THE BOARD. Provided the Position of Chairman of the Board of Directors is filled, the Chairman of the Board of Directors shall preside at all meetings of the stockholders and directors, and shall have such other duties as may be assigned to him from time to time by the Board of Directors.

4.7. VICE-CHAIRMEN. The Vice-Chairmen shall perform such of the duties of the Chairman of the Board on behalf of the Company as may be respectively assigned to them from time to time by the Board of Directors or by the Chairman of the Board.

4.8. PRESIDENT. Unless the Board of Directors otherwise determines, the President shall be the chief executive officer and head of the Company. Unless there is a Chairman of the Board, the President shall preside at all meetings of directors and stockholders. Under the supervision of the Board of Directors, the President shall have the general control and management of its business and affairs, subject, however, to the right of the Board of Directors to confer any specific power, except such as may be by statute exclusively conferred on the President, upon any other officer or officers of the Company. The President shall perform and do all acts and things incident to the position of President and such other duties as may be assigned to him from time to time by the Board of Directors.

4.9. VICE-PRESIDENTS. The Vice-Presidents shall perform such of the duties of the President on behalf of the Company as may be respectively assigned to them from time to time by the Board of Directors or by the President. The Board of Directors may designate one of the Vice-Presidents as the Executive Vice-President, and in the absence or inability of the President to act, such Executive Vice-President shall have and possess all of the powers and discharge all of the duties of the President and such other duties as may be assigned to him from time to time by the Board of Directors.

4.10. TREASURER. The Treasurer shall have the care and custody of all the funds and securities of the Company that may come into his hands as Treasurer, and the power and authority to endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and to deposit the same to the credit of the Company in such bank or banks or depository as the Board of Directors, or the officers or

agents to whom the Board of Directors may delegate such authority, may designate, and he may endorse all commercial documents requiring endorsements for or on behalf of the Company. He may sign all receipts and vouchers for the payments made to the Company. He shall render an account of his transactions to the Board of Directors as often as the board or any committee of the Board of Directors shall require the same. He shall enter regularly in the books to be kept by him for that purpose full and adequate account of all moneys received and paid by him on account of the Company. He shall perform all acts incident to the position of Treasurer, subject to the control of the Board of Directors. He shall when requested, pursuant to vote of the Board of Directors, give a bond to the Company conditioned for the faithful performance of his duties, the expense of which bond shall be borne by the Company.

4.11. SECRETARY. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders; he shall attend to the giving and serving of all notices of the Company. Except as otherwise ordered by the Board of Directors, he shall attest the seal of the Company upon all contracts and instruments executed under such seal and shall affix the seal of the Company thereto and to all certificates of shares of capital stock of the Company. He shall have charge of the stock certificate book, transfer book and stock ledger, and such other books and papers as the Board of Directors may direct. He shall, in general, perform all the duties of Secretary, subject to the control of the Board of Directors.

4.12. ASSISTANT SECRETARY. The Board of Directors or any two of the officers of the Company acting jointly may appoint or remove one or more Assistant Secretaries of the Company. Any Assistant Secretary upon his appointment shall perform such duties of the Secretary, and also any and all such other duties as the Board of Directors or the President or the Executive Vice-President or the Treasurer or the Secretary may designate.

4.13. ASSISTANT TREASURER. The Board of Directors or any two of the officers of the Company acting jointly may appoint or remove one or more Assistant Treasurers of the Company. Any Assistant Treasurer upon his appointment shall perform such of the duties of the Treasurer, and also any and all such other duties as the Board of Directors or the President or the Executive Vice-President or the Treasurer or the Secretary may designate.

4.14. SUBORDINATE OFFICERS. The Board of Directors may select such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority, and perform such duties as the Board of Directors may prescribe. The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.

ARTICLE V. — STOCK.

5.1. STOCK. Each stockholder shall be entitled to a certificate or certificates of stock of the Company in such form as the Board of Directors may from time to time prescribe.

The certificates of stock of the Company shall be numbered and shall be entered in the books of the Company as they are issued.
They shall certify the holder’s name and number and class of shares and shall be signed by both of (i) any one of the Chairman of the Board, a Vice-Chairman, the President or a Vice-President, and (ii) any one of the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, and may be sealed with the corporate seal of the Company. If such certificate is countersigned (l) by a transfer agent other than the Company or its employee, or, (2) by a registrar other than the Company or its employee, the signature of the officers of the Company and the corporate seal may be facsimiles. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature shall have been used thereon had not ceased to be such officer or officers of the Company.

5.2. FRACTIONAL SHARE INTERESTS. The Company may, but shall not be required to, issue fractions of a share. If the Company does not issue fractions of a share, it shall (i) arrange for the disposition of fractional interests by those entitled thereto, (ii) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (iii) issue scrip or warrants in registered or bearer form that shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the Company in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the Company and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions that the Board of Directors may impose.

5.3. TRANSFERS OF STOCK. Subject to any transfer restrictions then in force, the shares of stock of the Company shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives and upon such transfer the old certificates shall be surrendered to the Company by the delivery thereof to the person in charge of the stock and transfer books and ledgers or to such other person as the directors may designate by whom they shall be canceled and new certificates shall thereupon be issued. The Company shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof save as expressly provided by the laws of Delaware.

5.4. RECORD DATE. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting (to the extent, if at all, stockholders are permitted to act by written consent), or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, that shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. If no such record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars and may require all certificates of stock to bear the signature or signatures of any of them.

5.6. DIVIDENDS.

(a) Power to Declare. Dividends upon the capital stock of the Company, subject to the provisions of the Company’s Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Company’s Certificate of Incorporation and the laws of Delaware.

(b) Reserves. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the directors shall think conducive to the interest of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

5.7. LOST, STOLEN, OR DESTROYED CERTIFICATES. No certificates for shares of stock of the Company shall be issued in place of any certificate alleged to have been lost, stolen, or destroyed, except upon production of such evidence of the loss, theft, or

destruction and upon indemnification of the Company and its agents to such extent and in such manner as the Board of Directors may from time to time prescribe.

5.8. INSPECTION OF BOOKS. The stockholders of the Company, by a majority vote at any meeting of stockholders duly called, or in case the stockholders shall fail to act, the Board of Directors shall have power from time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Company (other than the stock ledger) or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the Board of Directors or by a resolution of the stockholders.

ARTICLE VI. — MISCELLANEOUS MANAGEMENT PROVISIONS.

6.1. CHECKS, DRAFTS, AND NOTES. All checks, drafts, or orders for the payment of money, and all notes and acceptances of the Company shall be signed by such officer or officers, or such agent or agents, as the Board of Directors may designate.

6.2. NOTICES.

(a) Notices to directors may, and notices to stockholders shall, be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Company. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors may also be given by telegram, telecopy, electronic mail or orally, by telephone or in person.

(b) Whenever any notice is required to be given under the provisions of any applicable statute or of the Company’s Certificate of Incorporation or of these by-laws, a written waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein or the meeting or action to which such notice relates, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

6.3. CONFLICT OF INTEREST. No contract or transaction between the Company and one or more of its directors or officers, or between the Company and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of or committee thereof that authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if: (i) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee and the board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be

less than a quorum; or (ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders of the Company entitled to vote thereon, and the contract or transaction as specifically approved in good faith by vote of such stockholders; or (iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved, or ratified, by the Board of Directors, a committee or the stockholders.

6.4. VOTING OF SECURITIES OWNED BY THE COMPANY. Subject always to the specific directions of the Board of Directors, (i) any shares or other securities issued by any other corporation and owned or controlled by the Company may be voted in person at any meeting of security holders of such other corporation by the President of the Company if he is present at such meeting, or in his absence by the Treasurer of the Company if he is present at such meeting, and (ii) whenever, in the judgment of the President, it is desirable for the Company to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by the Company, such proxy or consent shall be executed in the name of the Company by the President, without the necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer, provided that if the President is unable to execute such proxy or consent by reason of sickness, absence from the United States or other similar cause, the Treasurer may execute such proxy or consent.
Any person or persons designated in the manner above stated as the proxy or proxies of the Company shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by the Company the same as such shares or other securities might be voted by the Company.

ARTICLE VII. — INDEMNIFICATION.

7.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been a director or officer of the Company or serving or having served at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto) (as used in this Article 7, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee, or agent and shall

inure to the benefit of the Indemnitee’s heirs, executors, and administrators; provided, however, that, except as provided in Section 7.2 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Company. The right to indemnification conferred in this Article 7 shall be a contract right and shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article 7 or otherwise.

7.2. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 7.1 hereof is not paid in full by the Company within sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses (provided that, if the Delaware Law so requires, the Indemnitee has first delivered an Undertaking to the Company), in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article 7 or otherwise shall be on the Company.

7.3. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the Advancement of Expenses conferred in this Article 7 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the Company’s Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

7.4. INSURANCE. The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article 7 or under the Delaware Law.

7.5. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COMPANY. The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Company to the fullest extent of the provisions of this Article 7 with respect to the indemnification and Advancement of Expenses of directors and officers of the Company.

ARTICLE VIII. — AMENDMENTS.

8.1. AMENDMENTS. Subject always to any limitations imposed by the Company’s Certificate of Incorporation, these By-Laws may be altered, amended, or repealed, or new By-Laws may be adopted, only by (i) the affirmative vote of the holders of at least a majority of the outstanding voting stock of the Company, or (ii) by resolution of the Board of Directors duly adopted by not less than a majority of the directors then constituting the full Board of Directors; provided that the affirmative vote of the holders of at least a majority of the outstanding voting stock of the Company shall also be required for any alteration, amendment or repeal of the provisions set forth in Section 3.1(b) regarding the classification or length of terms of service of directors of the Company.

EX-10.12.8

EXECUTION VERSION Exhibit 10.12(h)

EMPLOYMENT AGREEMENT

December 19, 2006

This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between JAMES P. BOUCHARD, currently residing at 3 Beaver Street, Sewickley, PA 15143, and WHEELING-PITTSBURGH CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

1. EMPLOYMENT.

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

2. DUTIES AND AUTHORITY.

     (a) POSITION. Executive shall serve as the Chief Executive Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of the Company (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote a reasonable portion of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may retain his position with Esmark Incorporated as a director, Chairman and CEO and, if approved by the Board, may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations, including and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

     (b) BOARD MEMBERSHIP. Executive shall be nominated for election as a director of the Company by the shareholders at each annual meeting during the term of this Agreement (or at each annual meeting at which his then current term as a director would otherwise expire), and if so elected by the shareholders, Executive shall serve as a member of the Board. The Executive acknowledges that the election of directors is the prerogative of the shareholders, acting in their sole discretion and, accordingly, that the failure of the shareholders to approve his nomination to membership on the Board for any term does not constitute a violation of this Agreement. In the event the Executive is elected as a member of the Board, any determination or action required of or permitted to the Board under this Agreement shall exclude the vote of the Executive. In addition, in the event the Executive is elected as a member of the Board, the Executive shall recuse himself from any such Board’s discussion pertaining to the terms and conditions of his employment by the Company, whether pursuant to this Agreement or otherwise.

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3. TERM.

     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS. The Company has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $750,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”). The payments shall be made by the grant of unrestricted shares of Company common stock (net of required tax withholding) from the 2003 Management Incentive Stock Plan or a successor plan based on the closing price of the Company common stock on the day prior to the grant date. The initial grant equal to one-twelfth of the annual grant shall be made on the first business day of January 2007 and additional grants shall be made on the first business day after the end of each calendar quarter in arrears; provided that a pro rata grant shall be made for the time period between the last grant and the date of termination of the employment of the Executive.

     (b) BONUS. For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation

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Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares: 30,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) The use of a company car. The Company shall be responsible for the purchase price or lease payment and shall pay or reimburse all of the Executive’s expenses for gasoline for use of the Company car, and maintenance and insurance of his Company car, subject to such reasonable reporting requirements as may be specified by the Company and/or the Internal Revenue Service. The Executive shall keep and submit records of his business and personal use of the automobile. The Executive acknowledges that his personal use of the automobile will result in additional taxable income to him.

          (iv) Up to $10,000 per annum in reimbursement of legal and personal tax preparation and planning assistance.

          (v) Payment or reimbursement of the cost of membership for himself and his immediate family in one country club and one business club, and business-related use thereof.

          (vi) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

          (vii) Special Travel Arrangements. The Company shall permit, arrange for and bear the cost and expense of the judicious and reasonable use by the Executive of an airplane for business, personal and family travel, including as an element of such cost and

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expense the federal, state and local income tax consequences to the Executive of the use of such airplane for non-business purposes.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination,

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shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.

     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA

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Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) three (3) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), three (3) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule:

Change of Control Date	Amount Payable
Within one (1) year of Effective Date	$	5,000,000
After one (1) year but less than two (2) years of Effective Date	$	2,500,000
After two (2) years but less than three (3) years of Effective Date	$	1,250,000
After three (3) years of Effective Date	$	0

For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Company’s stock and the exercise price of any option that is vested.

     Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

          (v) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason. In the event the Executive gives such notice for and within sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

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          (B) Effect of Change of Control. In the event the Executive gives notice to terminate employment within six (6) months after a Change of Control event occurs without having Good Reason to terminate employment, he shall receive the benefits provided under Section 5(a)(iv)(C)(i) above. In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION. In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph (iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term of this Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policy of the Company.

     (b) DEFINITIONS. For these purposes:

          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (B) committed a breach of duty of loyalty which is materially detrimental to the Company; (C) materially violated any provision of Section 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.”

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          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of the Company or Wheeling-Pittsburgh Steel Corporation (“WPSC”) with or into another person or the sale, transfer, or other disposition of all or substantially all of the Company’s or WPSC’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company immediately prior to that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Company, WPSC or an affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or (C) over a period of 36 consecutive months or less from the Effective Date, there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur within such 36-month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if the merger of the Company with Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24, 2006 is consummated or a change-of-control transaction (including a merger) of the Company with Esmark Incorporated is consummated.

          (iii) “Good Reason” means (A) the assignment to the Executive of any duties inconsistent with the Executive’s status as the Chief Executive Officer of the Company, a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities, or the Executive ceasing to be the Chief Executive Officer of the Company; (B) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; (E) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the

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Effective Date; or (F) the receipt by the Executive of notice from the Company in accordance with Section 3(a) that the term of this Agreement shall not be extended as provided in that section; provided, however, that the events described in (D) and (E) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company for any reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any affiliate, and shall be without any of the authority of or responsible for any position. On request of the Board, at any time following his termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of any subsidiary of the Company of which he is then a member.

     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek other employment or income to reduce any amounts payable to the Executive by the Company under this Section. Further, the amount of any payment or benefit provided for by this Section shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under this Section unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A.

     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to be paid to the Executive under this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. If such a payment must be delayed to comply with Section 409A, then the deferred payments shall be paid at the earliest practicable date permitted by Section 409A.

6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.

     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an “Affiliate”) and their respective employees, officers and partners), and relating to the Company’ or any Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the

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Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations.

     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitation any documents incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like.

     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

          (i) except as agreed to by the board of directors, during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company;

          (ii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company ; provided, however, that nothing in this Section 6(c) shall be deemed to prohibit Executive from: (i) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (ii) employing individuals who have terminated their employment with the Company;

          (iii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; and

          (iv) for purposes of this section, Executive’s employment now or in the future or other affiliation with Esmark Incorporated (including its successors, assigns or at any time before, during or after its affiliation with one or more steel production facilities) shall not be a conflict of interest, prohibited or constitute activity which is competitive with the business.

     (d) REASONABLENESS OF RESTRICTIONS. The restrictions against activities set forth in subsection (c) above are considered by the parties to be reasonable for the purposes of protecting the business of the Company. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in too large a geographic area, that restriction shall be interpreted to

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EXECUTION VERSION

extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

     (e) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest.

7. MISCELLANEOUS.

     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on the subject matter hereof and supersedes any other agreements or understandings between them on such subject matter.

     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to the Company, that the remedy of damages will not be adequate for the enforcement of such provisions, and that such provisions may be enforced by equitable relief, including injunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled.

     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement.

     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in

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EXECUTION VERSION

other appropriate circumstances.

     (f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(f):

If to the Company, to:

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: President
Telecopy: 304-234-2690

with a copy to the Company’s General Counsel at the same address.

If to the Executive, at his last residence shown on the records of the Company.

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report.

     (g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 7(c) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided in Section 7(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action

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should reasonably have been discovered.

     (h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     (i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or all of his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate.

     (j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto.

     (k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

     (l) GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania.

     (m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent.

     (n) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

     (o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

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EXECUTION VERSION

     (p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registered under the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the common stock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective.

[Remainder of the page intentionally left blank]

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EXECUTION VERSION

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

WHEELING-PITTSBURGH CORPORATION
By:	/s/ David A. Luptak
EXECUTIVE:
/s/ James P. Bouchard
James P. Bouchard

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EXECUTION VERSION

EXHIBIT A

RELEASE OF CLAIMS

In exchange for the severance pay and other benefits set forth in my 2006 Employment Agreement with Wheeling-Pittsburgh Corporation (the “Company”) effective as of December 1, 2006 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, Wheeling-Pittsburgh Steel Corporation (“WPSC”), and other affiliates and its and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or WPSC’s articles of organization or bylaws for having served as a director, officer or employee of the Company, WPSC or any affiliate. I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel.

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release.

I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement.

	Executive
Dated:

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EX-10.12.9

Exhibit 10.12(i)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

January 8, 2007

     This Amended and Restated Employment Agreement (this “Agreement”), is made as of January 8, 2007, by and between CRAIG T. BOUCHARD, currently residing at                 , and WHEELING-PITTSBURGH CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”). This Agreement supersedes and replaces that certain Employment Agreement between the Company and Executive effective as of December 19, 2006 (the “Effective Date”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

1. EMPLOYMENT.

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

2. DUTIES AND AUTHORITY.

     (a) POSITION. Executive shall serve as the President of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of the Company (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote a reasonable portion of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may retain his position with Esmark Incorporated as a director, President and, if approved by the Board, may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations, including and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

     (b) BOARD MEMBERSHIP. Executive shall be nominated for election as a director of the Company by the shareholders at each annual meeting during the term of this Agreement (or at each annual meeting at which his then current term as a director would otherwise expire), and if so elected by the shareholders, Executive shall serve as a member of the Board. The Executive acknowledges that the election of directors is the prerogative of the shareholders, acting in their sole discretion and, accordingly, that the failure of the shareholders to approve his nomination to membership on the Board for any term does not constitute a violation of this Agreement. In the event the Executive is elected as a member of the Board, any determination or action required of or permitted to the Board under this Agreement shall exclude the vote of the Executive. In addition, in the event the Executive is elected as a member of the Board, the Executive shall recuse himself from any such Board’s discussion pertaining to the terms and conditions of his employment by the Company, whether pursuant to this Agreement or

1

otherwise.

3. TERM.

     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS. The Company has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $500,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”). The payments for services through the end of 2008 shall be made by the grant of shares of Company common stock from the 2003 Management Incentive Stock Plan or a successor plan based on the closing price of the Company common stock on the day prior to the grant date (net of required tax withholdings). On January 9, 2007, restricted stock will be granted for the 24-month period from January 1, 2007 through December 31, 2008 based on a salary at an annual rate of $750,000 for the entire 24-month period. The restrictions shall lapse in equal portions on the first business day after the end of each calendar quarter in arrears; provided that the Executive is employed on the last day of the calendar quarter. In addition, a pro rata lapse of restrictions shall be made for the time period between the last lapse date and the date of the involuntary termination of the employment of the Executive without Cause or termination by the Executive for Good Reason (as defined in Section 5(b)). This grant shall not preclude a later upward adjustment of the Salary. Executive will be taxed on his Salary as such shares of restricted stock vest and must arrange to pay the Company’s tax withholding obligations on this income by either (i) surrendering shares of Company common stock (the Company shall then credit the fair market value of such surrendered shares, determined as of the date when taxes otherwise would have been withheld in cash, against such withholding taxes), or (ii) reimbursing

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the Company in cash for the amount of such withholding taxes.

     (b) BONUS. For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares: 25,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) The use of a company car. The Company shall be responsible for the purchase price or lease payment and shall pay or reimburse all of the Executive’s expenses for gasoline for use of the Company car, and maintenance and insurance of his Company car, subject to such reasonable reporting requirements as may be specified by the Company and/or the Internal Revenue Service. The Executive shall keep and submit records of his business and personal use of the automobile. The Executive acknowledges that his personal use of the automobile will result in additional taxable income to him.

          (iv) Up to $10,000 per annum in reimbursement of legal and personal tax

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preparation and planning assistance.

          (v) Payment or reimbursement of the cost of membership for himself and his immediate family in one country club and one business club, and business-related use thereof.

          (vi) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

          (vii) Special Travel Arrangements. The Company shall permit, arrange for and bear the cost and expense of the judicious and reasonable use by the Executive of an airplane for business, personal and family travel, including as an element of such cost and expense the federal, state and local income tax consequences to the Executive of the use of such airplane for non-business purposes.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in

4

connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.

     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year

5

immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule.

Change of Control Date	Amount Payable
Within one (1) year of Effective Date	$	4,000,000
After one (1) year but less than two (2) years of Effective Date	$	2,000,000
After two (2) years but less than three (3) years of Effective Date	$	1,000,000
After three (3) years of Effective Date	$	0

          For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Company’s stock and the exercise price of any option that is vested.

          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

          (v) BY THE EXECUTIVE. Executive may terminate his employment and this

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Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason. In the event the Executive gives such notice for and within sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

          (B) Effect of Change of Control. In the event the Executive gives notice to terminate employment within six (6) months after a Change of Control event occurs without having Good Reason to terminate employment, he shall receive the benefits provided under Section 5(a)(iv)(C)(i) above. In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION. In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph (iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term of this Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policy of the Company.

     (b) DEFINITIONS. For these purposes:

          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (B) committed a breach of

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duty of loyalty which is materially detrimental to the Company; (C) materially violated any provision of Section 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.”

          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of the Company or Wheeling-Pittsburgh Steel Corporation (“WPSC”) with or into another person or the sale, transfer, or other disposition of all or substantially all of the Company’s or WPSC’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company immediately prior to that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Company, WPSC or an affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or (C) over a period of 36 consecutive months or less from the Effective Date, there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur within such 36-month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if the merger of the Company with Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24, 2006 is consummated or a change-of-control transaction (including a merger) of the Company with Esmark Incorporated is consummated.

          (iii) “Good Reason” means (A) the assignment to the Executive of any duties inconsistent with the Executive’s status as a senior executive officer of the Company or a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities (other than reporting responsibilities); (B) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to

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time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; or (E) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (D) and (E) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company for any reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any affiliate, and shall be without any of the authority of or responsible for any position. On request of the Board, at any time following his termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of any subsidiary of the Company of which he is then a member.

     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek other employment or income to reduce any amounts payable to the Executive by the Company under this Section. Further, the amount of any payment or benefit provided for by this Section shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under this Section unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A.

     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to be paid to the Executive under this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. If such a payment must be delayed to comply with Section 409A, then the deferred payments shall be paid at the earliest practicable date permitted by Section 409A.

6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.

     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any

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persons controlling, controlled by or under common control with the Company (each, an “Affiliate”) and their respective employees, officers and partners), and relating to the Company’s or any Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations.

     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitation any documents incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like.

     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

          (i) except as agreed to by the board of directors, during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company;

          (ii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company ; provided, however, that nothing in this Section 6(c) shall be deemed to prohibit Executive from: (i) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (ii) employing individuals who have terminated their employment with the Company;

          (iii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; and

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          (iv) for purposes of this section, Executive’s employment now or in the future or other affiliation with Esmark Incorporated (including its successors, assigns or at any time before, during or after its affiliation with one or more steel production facilities) shall not be a conflict of interest, prohibited or constitute activity which is competitive with the business.

     (d) REASONABLENESS OF RESTRICTIONS. The restrictions against activities set forth in subsection (c) above are considered by the parties to be reasonable for the purposes of protecting the business of the Company. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities or in too large a geographic area, that restriction shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

     (e) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest.

7. MISCELLANEOUS.

     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on the subject matter hereof and supersedes any other agreements or understandings between them on such subject matter.

     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to the Company, that the remedy of damages will not be adequate for the enforcement of such provisions, and that such provisions may be enforced by equitable relief, including injunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled.

     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the

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Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement.

     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances.

     (f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(f):

     If to the Company, to:

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Executive Officer
Telecopy: 304-234-2690

with a copy to the Company’s General Counsel at the same address.

If to the Executive, at his last residence shown on the records of the Company.

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report.

     (g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 7(c) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to

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bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided in Section 7(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered.

     (h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     (i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or all of his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate.

     (j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto.

     (k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

     (l) GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania.

     (m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent.

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     (n) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

     (o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law, or shall be subject to Executive’s reimbursement obligations under Section 4(a) hereof..

     (p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registered under the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the common stock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

WHEELING-PITTSBURGH CORPORATION
By:	/s/ David A. Luptak
EXECUTIVE:
/s/ Craig T. Bouchard
Craig T. Bouchard

EXHIBIT A
RELEASE OF CLAIMS

In exchange for the severance pay and other benefits set forth in my 2006 Employment Agreement with Wheeling-Pittsburgh Corporation (the “Company”) effective as of December 1, 2006 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, Wheeling-Pittsburgh Steel Corporation (“WPSC”), and other affiliates and its and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or WPSC’s articles of organization or bylaws for having served as a director, officer or employee of the Company, WPSC or any affiliate. I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel.

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release.

I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement.

          Executive

Dated: _______________________________

EX-10.12.10

Exhibit 10.12(j)

EXECUTION VERSION

EMPLOYMENT AGREEMENT

December 19, 2006

This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between DAVID A. LUPTAK, currently residing at 14 Blackburn Road, Sewickley, PA 15143, and WHEELING-PITTSBURGH CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

1. EMPLOYMENT.

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

2. DUTIES AND AUTHORITY.

Executive shall serve as the Executive Vice President, General Counsel and Secretary for both the Company and Wheeling-Pittsburgh Steel Corporation (“WPSC”), with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of the Company (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the Board, and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

3. TERM.

     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS. The Company has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either

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EXECUTION VERSION

of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $300,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”).

     (b) BONUS. For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares: 23,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall

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be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties

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imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.

     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the

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terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule.

Change of Control Date	Amount Payable
Within one (1) year of Effective Date	$	4,000,000
After one (1) year but less than two (2) years of Effective Date	$	2,000,000
After two (2) years but less than three (3) years of Effective Date	$	1,000,000
After three (3) years of Effective Date	$	0

          For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Company’s stock and the exercise price of any option that is vested.

          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

          (v) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph

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(B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason. In the event the Executive gives such notice for and within sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

          (B) Effect of Change of Control. In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C) (i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION. In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph (iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term of this Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policy of the Company.

     (b) DEFINITIONS. For these purposes:

          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (B) committed a breach of

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duty of loyalty which is materially detrimental to the Company; (C) materially violated any provision of Section 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.”

          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of the Company or WPSC with or into another person or the sale, transfer, or other disposition of all or substantially all of the Company’s or WPSC’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company immediately prior to that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Company, WPSC or an affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders; or (C) over a period of 36 consecutive months or less from the Effective Date there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur within such 36-month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if the merger of the Company with Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24, 2006 is consummated or a change-of-control transaction (including a merger) of the Company with Esmark Incorporated is consummated.

          (iii) “Good Reason”

          (A) Prior to a Change of Control, Good Reason means (1) the assignment to the Executive of any duties inconsistent with the Executive’s status as a senior executive officer of the Company or a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities (other than reporting responsibilities); (2) permanent relocation of his

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principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (3) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (4) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; or (5) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (4) and (5) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

          (B) Within One Year following a Change of Control, Good Reason means (1) the assignment to the Executive of any duties inconsistent with the Executive’s status as an Executive Vice President, General Counsel and Secretary of the Company (including status, offices, titles and reporting requirements) or a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities or authority which renders such position to be of less responsibility or scope, including his ceasing to be the general counsel and corporate secretary of a company whose stock is publicly traded; (2) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (3) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (4) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; or (5) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (4) and (5) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company for any reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any affiliate, and shall be without any of the authority of or responsible for any position. On request of the Board, at any time following his termination of employment

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for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of any subsidiary of the Company of which he is then a member.

     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek other employment or income to reduce any amounts payable to the Executive by the Company under this Section. Further, the amount of any payment or benefit provided for by this Section shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under this Section unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A.

     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to be paid to the Executive under this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. If such a payment must be delayed to comply with Section 409A, then the deferred payments shall be paid at the earliest practicable date permitted by Section 409A.

6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT

     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an “Affiliate”) and their respective employees, officers and partners), and relating to the Company’ or any Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations.

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     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitation any documents incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like.

     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

          (i) except as agreed to by the board of directors, during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company;

          (ii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company ; provided, however, that nothing in this Section 6(c) shall be deemed to prohibit Executive from: (i) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (ii) employing individuals who have terminated their employment with the Company;

          (iii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; and

          (iv) for purposes of this section, after the termination of Executive’s employment pursuant to this Agreement, Executive’s subsequent employment or other affiliation with Esmark Incorporated (including its successors or assigns, as well as its affiliation with one or more steel production facilities at any time) shall not be prohibited and shall not constitute activity which is competitive with the business.

     (d) INJUNCTIVE RELIEF. The Executive acknowledges that a breach of any of the covenants contained in this Section 6 may result in material, irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required to specifically enforce any of the covenants in this Section 6. The Executive agrees and consents that injunctive relief may be sought in any state or federal court of record in the Commonwealth of Pennsylvania, or in the state and county in which a violation may occur or in any other court having jurisdiction, at the election of the Company; to the extent that the Company seeks a temporary restraining order (but not a preliminary or permanent injunction), the Executive agrees that a temporary restraining order may be obtained ex parte. The Executive agrees and submits to personal jurisdiction before each and every court designated above for that purpose.

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     (e) BLUE-PENCILLING. The parties consider the covenants and restrictions contained in this Section 6 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction shall be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

     (f) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest.

7. MISCELLANEOUS.

     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on the subject matter hereof and supersedes any other agreements or understandings between them on such subject matter.

     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to the Company, that the remedy of damages will not be adequate for the enforcement of such provisions, and that such provisions may be enforced by equitable relief, including injunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled.

     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for

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purposes of this Agreement.

     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances.

     (f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(f):

If to the Company, to:

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Executive Officer
Telecopy: 304-234-2690

with a copy to the Company’s President at the same address.

If to the Executive, at his last residence shown on the records of the Company.

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report.

     (g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 7(c) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided in Section 7(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue

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in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered.

     (h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     (i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or all of his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate.

     (j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto.

     (k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

     (l) GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania.

     (m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent.

     (n) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the

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Company has made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

     (o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

     (p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registered under the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the common stock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective.

[Remainder of the page intentionally left blank]

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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

WHEELING-PITTSBURGH CORPORATION
By:	/s/ James P. Bouchard
EXECUTIVE:
/s/ David A. Luptak
David A. Luptak

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EXHIBIT A
RELEASE OF CLAIMS

In exchange for the severance pay and other benefits set forth in my 2006 Employment Agreement with Wheeling-Pittsburgh Corporation (the “Company”) effective as of December 1, 2006 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, Wheeling-Pittsburgh Steel Corporation (“WPSC”), and other affiliates and its and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or WPSC’s articles of organization or bylaws for having served as a director, officer or employee of the Company, WPSC or any affiliate. I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel.

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release.

I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement.

                                                            
     Executive

Dated:                                         

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EX-10.12.11

EXECUTION VERSION

Exhibit 10.12.(k)

EMPLOYMENT AGREEMENT

December 19, 2006

This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between V. JOHN GOODWIN, currently residing at                                        , and WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of WHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of the State of Delaware (the “Parent”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

1. EMPLOYMENT.

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

2. DUTIES AND AUTHORITY.

Executive shall serve as the Chief Executive Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the Board, and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

3. TERM.

     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS. The Parent has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either

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of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $500,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”).

     (b) BONUS. For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares in the Parent’s stock: 23,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall be

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determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

          (iv) Special Travel Arrangements. The Company shall permit, arrange for and bear the cost and expense of the judicious and reasonable use by the Executive of an airplane for business, personal and family travel, including as an element of such cost and expense the federal, state and local income tax consequences to the Executive of the use of such airplane for non-business purposes.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause the Parent and any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this

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Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.

     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is

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terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule.

Change of Control Date	Amount Payable
Within one (1) year of Effective Date	$	4,000,000
After one (1) year but less than two (2) years of Effective Date	$	2,000,000
After two (2) years but less than three (3) years of Effective Date	$	1,000,000
After three (3) years of Effective Date	$	0

          For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Parent’s stock and the exercise price of any option that is vested.

          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

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          (v) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason. In the event the Executive gives such notice for and within sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

          (B) Effect of Change of Control. In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION. In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph (iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term of this Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policy of the Company.

     (b) DEFINITIONS. For these purposes:

          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (B) committed a breach of duty of loyalty which is materially detrimental to the Company; (C) materially violated any

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provision of Section 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.”

          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of Parent or the Company with or into another person or the sale, transfer, or other disposition of all or substantially all of the Parent’s or Company’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of Parent immediately prior to that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Parent, the Company or an affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Parent’s outstanding securities pursuant to a tender or exchange offer made directly to the Parent’s stockholders; or (C) over a period of 36 consecutive months or less from the Effective Date, there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur within such 36-month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if the merger of the Parent with Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24, 2006 is consummated or a change-of-control transaction (including a merger) of the Parent with Esmark Incorporated is consummated.

          (iii) “Good Reason” means (A) the assignment to the Executive of any duties inconsistent with the Executive’s status as Chief Executive Officer of the Company or a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities (other than reporting responsibilities); (B) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the

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Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants; or (E) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (D) and (E) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company for any reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any affiliate, and shall be without any of the authority of or responsible for any position. On request of the Board, at any time following his termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of the Company or any other subsidiary of Parent or which he is then a member.

     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek other employment or income to reduce any amounts payable to the Executive by the Company under this Section. Further, the amount of any payment or benefit provided for by this Section shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under this Section unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A.

     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to be paid to the Executive under this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. If such a payment must be delayed to comply with Section 409A, then the deferred payments shall be paid at the earliest practicable date permitted by Section 409A.

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6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.

     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an “Affiliate”) and their respective employees, officers and partners), and relating to the Company’ or any Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations.

     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitation any documents incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like.

     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

          (i) except as agreed to by the board of directors, during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company;

          (ii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company ; provided, however, that nothing in this Section 6(c) shall be deemed to prohibit Executive from: (i) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (ii) employing individuals who have terminated their employment with the Company;

          (iii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-

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partner or in any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; and

          (iv) for purposes of this section, after the termination of Executive’s employment pursuant to this Agreement, Executive’s subsequent employment or other affiliation with Esmark Incorporated (including its successors or assigns, as well as its affiliation with one or more steel production facilities at any time) shall not be prohibited and shall not constitute activity which is competitive with the business.

     (d) INJUNCTIVE RELIEF. The Executive acknowledges that a breach of any of the covenants contained in this Section 6 may result in material, irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required to specifically enforce any of the covenants in this Section 6. The Executive agrees and consents that injunctive relief may be sought in any state or federal court of record in the Commonwealth of Pennsylvania, or in the state and county in which a violation may occur or in any other court having jurisdiction, at the election of the Company; to the extent that the Company seeks a temporary restraining order (but not a preliminary or permanent injunction), the Executive agrees that a temporary restraining order may be obtained ex parte. The Executive agrees and submits to personal jurisdiction before each and every court designated above for that purpose.

     (e) BLUE-PENCILLING. The parties consider the covenants and restrictions contained in this Section 6 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction shall be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

     (f) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest.

7. MISCELLANEOUS.

     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on the subject matter hereof and supersedes any other agreements or understandings between them on such subject matter.

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     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to the Company, that the remedy of damages will not be adequate for the enforcement of such provisions, and that such provisions may be enforced by equitable relief, including injunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled.

     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement.

     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances.

     (f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(f):

     If to the Company, to:

Wheeling-Pittsburgh Steel Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Executive Officer
Telecopy: 304-234-2690

with a copy to the Company’s General Counsel at the same address.

If to the Executive, at his last residence shown on the records of the Company. Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above

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and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report.

     (g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 7(c) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided in Section 7(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered.

     (h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     (i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or all of his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate.

     (j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto.

     (k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen

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by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

     (l) GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania.

     (m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent.

     (n) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

     (o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

     (p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registered under the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the common stock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

WHEELING-PITTSBURGH STEEL CORPORATION
By:	/s/ David A. Luptak
EXECUTIVE:
/s/ V. John Goodwin
V. John Goodwin

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EXHIBIT A

RELEASE OF CLAIMS

     In exchange for the severance pay and other benefits set forth in my 2006 Employment Agreement with Wheeling-Pittsburgh Steel Corporation (the “Company”) effective as of December 1, 2006 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, its parent, Wheeling-Pittsburgh Corporation, and other affiliates and its and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or its parent’s articles of organization or bylaws for having served as a director, officer or employee of the Company, its parent or any affiliate.

     I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel.

     Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release.

     I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement.

     Executive  

Dated: _______________________________

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EX-10.12.12

Exhibit 10.12 (1)

EXECUTION VERSION

EMPLOYMENT AGREEMENT

December 19, 2006

This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between THOMAS A. MODROWSKI, currently residing at                    , and WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of WHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of the State of Delaware (the “Parent”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

1. EMPLOYMENT.

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

2. DUTIES AND AUTHORITY.

Executive shall serve as the President and Chief Operating Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the Board, and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

3. TERM.

     (a) GENERAL. This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS. The Parent has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either

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of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c) SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

4. COMPENSATION.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a) SALARY. Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $300,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”).

     (b) BONUS. For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c) LONG-TERM INCENTIVES. Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares in the Parent’s stock: 20,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d) FRINGE BENEFITS. The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall

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be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e) EXPENSES. The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f) INDEMNIFICATION. The Company shall, and the Company shall use its best efforts to cause the Parent and any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive and shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled

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to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

5. TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.

     (a) TERMINATION. This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE. The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment. If the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are

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EXECUTION VERSION

paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule.

Change of Control Date	Amount Payable
Within one (1) year of Effective Date	$	3,000,000
After one (1) year but less than two (2) years of Effective Date	$	1,500,000
After two (2) years but less than three (3) years of Effective Date	$	750,000
After three (3) years of Effective Date	$	0

          For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Parent’s stock and the exercise price of any option that is vested.

          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

          (v) BY THE EXECUTIVE. Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason. In the event the Executive gives such notice for and within

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EXECUTION VERSION

sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

          (B) Effect of Change of Control. In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION. In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination, plus (y) a pro rata bonus under subparagraph (A) of paragraph (iv) above, payable in a single lump sum within thirty (30) days of the expiration of the term of this Agreement, and COBRA Continuation under subparagraph (B) of paragraph (iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policy of the Company.

     (b) DEFINITIONS. For these purposes:

          (i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or nolo contendere to any felony, or any misdemeanor involving moral turpitude under the laws of the United States or any state or political subdivisions thereof; (B) committed a breach of duty of loyalty which is materially detrimental to the Company; (C) materially violated any provision of Section 6 of this Agreement; (D) failed to perform or adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a written warning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the

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EXECUTION VERSION

performance of the Executive’s duties. No act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.”

          (ii) “Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of Parent or the Company with or into another person or the sale, transfer, or other disposition of all or substantially all of the Parent’s or Company’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of Parent immediately prior to that transaction; (B) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Parent, the Company or an affiliate, directly or indirectly acquires beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities possessing more than 50% of the total combined voting power of the Parent’s outstanding securities pursuant to a tender or exchange offer made directly to the Parent’s stockholders; or (C) over a period of 36 consecutive months or less from the Effective Date, there is a change in the composition of the Board such that a majority of the members of the Board (rounded up to the next whole number, if a fraction) ceases to be composed of individuals who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated for election as Board members during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that election or nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, a majority of the Board shall consist of individuals, other than directors referred to in clause (1) above, whose election as members of the Board occur within such 36-month period at the request or on behalf of the same person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred if the merger of the Parent with Companhia Siderurgica Nacional (CSN) contemplated in the Merger Agreement dated October 24, 2006 is consummated or a change-of-control transaction (including a merger) of the Parent with Esmark Incorporated is consummated.

          (iii) “Good Reason” means (A) the assignment to the Executive of any duties inconsistent with the Executive’s status as a senior executive officer of the Company or a meaningful alteration, adverse to the Executive, in the nature or status of the Executive’s responsibilities (other than reporting responsibilities); (B) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from his principal place of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executive participates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to

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EXECUTION VERSION

other participants; or (E) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (D) and (E) above shall not constitute “Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally.

     (c) CESSATION OF AUTHORITY ON TERMINATION. Immediately upon the Executive terminating or being terminated from his position with the Company for any reason or no reason, the Executive will stop serving the functions of the terminated or expired position, or any other positions with any affiliate, and shall be without any of the authority of or responsible for any position. On request of the Board, at any time following his termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of the Company or any other subsidiary of Parent or which he is then a member.

     (d) NO OBLIGATION TO MITIGATE. Executive shall not be required to seek other employment or income to reduce any amounts payable to the Executive by the Company under this Section. Further, the amount of any payment or benefit provided for by this Section shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

     (e) RELEASE OF CLAIMS. Notwithstanding the foregoing, the Executive shall not be entitled to any payments under this Section unless within twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A.

     (f) SECTION 409A. Notwithstanding the foregoing provisions of this Agreement to the contrary, if the Company determines that any amounts to be paid to the Executive under this Agreement are subject to Section 409A of the Code, then the Company shall in good faith adjust the form and the timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. If such a payment must be delayed to comply with Section 409A, then the deferred payments shall be paid at the earliest practicable date permitted by Section 409A.

6. PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.

     (a) CONFIDENTIALITY. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreement shall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an “Affiliate”) and their respective employees, officers and partners), and relating to the Company’ or any Affiliate’s business (including, without limitation, information regarding clients, customers,

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EXECUTION VERSION

pricing policies, methods of operation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (including periods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of his responsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever, directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as a consequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for any violation by them of Executive’s confidentiality obligations.

     (b) RETURN OF MATERIALS. The Executive agrees that on the termination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitation any documents incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like.

     (c) NON-SOLICITATION AND NON-COMPETE. The Executive agrees that,

          (i) except as agreed to by the board of directors, during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whether or not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company;

          (ii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company at any time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company ; provided, however, that nothing in this Section 6(c) shall be deemed to prohibit Executive from: (i) making general solicitations of employment published in newspapers, trade journals or other publications of general circulation; or (ii) employing individuals who have terminated their employment with the Company;

          (iii) during the term hereof and for twelve (12) months after the term, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in or undertake any planning for any activity which is competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company; and

          (iv) for purposes of this section, after the termination of Executive’s employment pursuant to this Agreement, Executive’s subsequent employment or other affiliation with Esmark Incorporated (including its successors or assigns, as well as its affiliation with one

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or more steel production facilities at any time) shall not be prohibited and shall not constitute activity which is competitive with the business.

     (d) INJUNCTIVE RELIEF. The Executive acknowledges that a breach of any of the covenants contained in this Section 6 may result in material, irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required to specifically enforce any of the covenants in this Section 6. The Executive agrees and consents that injunctive relief may be sought in any state or federal court of record in the Commonwealth of Pennsylvania, or in the state and county in which a violation may occur or in any other court having jurisdiction, at the election of the Company; to the extent that the Company seeks a temporary restraining order (but not a preliminary or permanent injunction), the Executive agrees that a temporary restraining order may be obtained ex parte. The Executive agrees and submits to personal jurisdiction before each and every court designated above for that purpose.

     (e) BLUE-PENCILLING. The parties consider the covenants and restrictions contained in this Section 6 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of application been modified, such covenant or restriction shall be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective.

     (f) NONINTERFERENCE. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company, any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede the purchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest.

7. MISCELLANEOUS.

     (a) FREEDOM TO CONTRACT. The Executive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

     (b) ENTIRE AGREEMENT. This Agreement represents the entire and only understanding between the parties on the subject matter hereof and supersedes any other agreements or understandings between them on such subject matter.

     (c) SPECIFIC ENFORCEMENT. The parties acknowledge and agree that the Executive’s breach of the provisions of Sections 6 and 7 of this Agreement may cause irreparable harm to the Company, that the remedy of damages will not be adequate for the enforcement of such provisions, and that such provisions may be enforced by equitable relief, including injunctive relief, which relief shall be cumulative and in addition to any other relief to which the Company may be entitled.

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EXECUTION VERSION

     (d) BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor the Executive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights and obligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive any money hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or property or stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successor and assign shall be deemed the “Company” for purposes of this Agreement.

     (e) SEVERABILITY. In the event any provision of this Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances.

     (f) NOTICES. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(f):

If to the Company, to:

Wheeling-Pittsburgh Steel Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Executive Officer
Telecopy: 304-234-2690

with a copy to the Company’s General Counsel at the same address.

If to the Executive, at his last residence shown on the records of the Company.

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above and (iv) in the case of facsimile transmission, when confirmed by facsimile machine report.

     (g) ARBITRATION OF CLAIMS. The parties hereto agree that except as provided in Section 7(c) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved

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by submission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment on any arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any other relevant agreement in any respect and further agree that the arbitrator shall not have the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Company understand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were free to bring the dispute or claim in court as well as any other expense or cost that is unique to arbitration. Except as provided in Section 7(i) below, Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute or contract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. If there is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered.

     (h) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OR OTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES.

     (i) REIMBURSEMENT OF LEGAL FEES. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or all of his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’s reasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate.

     (j) AMENDMENT. This Agreement may be modified only by an instrument in writing executed by the parties hereto.

     (k) INTERPRETATIVE MATTERS; COUNTERPARTS. The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Except as provided in Section 7(g), no delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege. This

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Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement it shall not be necessary to produce or account for more than one such counterpart.

     (l) GOVERNING LAW. This Agreement is to be governed and construed according to the internal substantive laws of the Commonwealth of Pennsylvania.

     (m) CONFLICTS. To the extent that this Agreement conflicts with any provision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent.

     (n) CONSULTATION WITH COUNSEL. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement.

     (o) WITHHOLDING. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state or local law.

     (p) REGISTRATION RIGHTS. If any Company common stock issued to the Executive under this Agreement is not registered under the Securities Act of 1933, at the request of the Executive, the Company shall file with the Securities and Exchange Commission a registration statement on the applicable form, relating to the resale by the Executive of all of the common stock, and the Company shall use its commercially reasonable best efforts to cause such registration statement to be declared effective.

[Remainder of the page intentionally left blank]

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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

WHEELING-PITTSBURGH STEEL CORPORATION
By:	/s/ David A. Luptak
EXECUTIVE:
/s/ Thomas A. Modrowski
Thomas A. Modrowski

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EXECUTION VERSION

EXHIBIT A
RELEASE OF CLAIMS

In exchange for the severance pay and other benefits set forth in my 2006 Employment Agreement with Wheeling-Pittsburgh Steel Corporation (the “Company”) effective as of December 1, 2006 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims, charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, its parent, Wheeling-Pittsburgh Corporation, and other affiliates and its and their directors, officers and employees, and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and national origin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach of contract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims to indemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or its parent’s articles of organization or bylaws for having served as a director, officer or employee of the Company, its parent or any affiliate.

I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) days to consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my Employment Agreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right to consider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel.

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility to enforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damages in connection with any Commission proceeding concerning matters covered by this Release.

I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that to revoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement.

	Executive
Dated:

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EX-10.23

Exhibit 10.23

UNITED STATES TRUST COMPANY, N.A.
600 114^th Street, N.W.
Washington, DC 20005

February 6, 2007

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003

Ladies and Gentlemen:

     Reference is made to the Stock Transfer Restriction and Voting Agreement, dated as of August 1, 2003 (the “STA”), by and among the Wheeling-Pittsburgh Corporation (the “Company”), United States Trust Company, N.A. (“UST”), as independent fiduciary for the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan and associated VEBA Trust (the “VEBA”) and Wesbanco Bank, Inc. as trustee of the VEBA.

     Pursuant to the STA, the Company contributed 4,000,000 shares (the “Initial Shares”) of the Company’s common stock (the “Common Stock”) to the VEBA on or about November 1, 2003. Subsequent to November 2003, the Company has contributed an additional 659,339 shares of Common Stock (the “Additional Shares”) to the VEBA. The Additional Shares are not subject to the STA. Of the Additional Shares, 365,620 have been held by the VEBA for more than one year and are eligible for sale by the VEBA pursuant to Rule 144 of the Securities Act of 1933.

     Pursuant to Section 2.2 of the STA, the Company, in its reasonable discretion, may authorize the disposition of a greater number of Initial Shares than are otherwise permitted by the express terms of the STA.

     UST, in its capacity as the independent fiduciary for the VEBA, intends to seek to sell 365,620 shares of Common Stock. Because the Additional Shares are in certificated form and have restricted legends, it will be necessary to remove the legends before Additional Shares may be sold.

     In order to expedite the sale of the 365,620 shares of Common Stock, UST has requested that the Company permit UST to cause the VEBA to sell up to 365,620 of the Initial Shares. If the Company consents to such sale, UST has agreed that 365,620 of the Additional Shares referenced above which could be sold by the VEBA shall be treated as “Initial Shares” for all purposes under the STA.

     Please countersign this letter in the space below as evidence of the Company’s acknowledgement and agreement to the foregoing.

UNITED STATES TRUST COMPANY, N.A. as Independent Fiduciary for the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan and associated VEBA Trust
By:	/s/ Norman P. Goldberg
	Name:	Norman P. Goldberg
	Title:	Authorized Agent

AGREED TO AND ACCEPTED: WHEELING-PITTSBURGH CORPORATION
By:	/s/  Craig T. Bouchard
	Name:	Craig T. Bouchard
	Title:	President

EX-10.24

Exhibit 10.24

EXECUTION COPY

FIFTH AMENDMENT
(Term Loan Agreement)

     THIS FIFTH AMENDMENT, dated as of March 15, 2007 (this “Amendment”), to the Term Loan Agreement, dated as of July 31, 2003 (as amended, the “Term Loan Agreement”), among Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (the “Borrower”), the Lenders parties to the Term Loan Agreement, the Documentation Agent and Syndication Agent named therein, Royal Bank of Canada, as administrative agent (in such capacity, the “Administrative Agent”), the Emergency Steel Loan Guarantee Board (the “Federal Guarantor”) and the West Virginia Housing Development Fund (the “State Guarantor”).

W I T N E S S E T H :

     WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent, the Federal Guarantor and the State Guarantor are parties to the Term Loan Agreement;

     WHEREAS, the Borrower has requested certain amendments to the Term Loan Agreement as set forth herein; and

     WHEREAS, the Administrative Agent, the Lenders and the Federal Guarantor are willing to agree to such amendments, in each case subject to the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

     Section 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Term Loan Agreement.

     Section 2. Amendments to Definitions.

     (a) The definitions of the following terms set forth in Section 1.1 of the Term Loan Agreement are hereby amended to read in full as follows:

“Consolidated Fixed Charges”: for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) Consolidated Lease Expense for such period, (c) scheduled payments made during such period on account of principal of Indebtedness of Holdings or any of its Subsidiaries (including scheduled principal payments in respect of the Loans other than prepayments of such scheduled payments funded by the Principal Prepayment), (d) income taxes paid or payable in cash with respect to such period, and (e) Restricted Payments made during such period.

“Continuing Directors”: the directors of Holdings on the Fifth Amendment Effective Date and, upon consummation of the Esmark Transaction, the directors of Holdings after giving effect to the Esmark Transaction, and each other director, if, in each case, such other director’s nomination for election to the board of

directors of Holdings is recommended by at least a majority of the then Continuing Directors.

“Maturity Date”: August 1, 2010 or, in the event the Esmark Transaction is consummated, the later of April 1, 2008 and the date of such consummation.

“Ratio and Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B, provided that the Borrower shall be required to provide the information referred to in paragraph 4 thereof only to the extent and for the periods with respect to which the provisions of Section 6.1 apply.

     (b) The following definitions are hereby inserted in Section 1.1 of the Term Loan Agreement in the appropriate alphabetical order:

“Convertible Promissory Notes”: those certain Senior Subordinated Unsecured Convertible Promissory Notes issued by Holdings in the aggregate principal amount of $50,000,000 pursuant to, and in substantially the form attached to, that certain Note Purchase Agreement dated as of March 15, 2007, between Holdings and each investor a party thereto.

“Esmark”: Esmark Incorporated, a Delaware corporation.

“Esmark Merger Subsidiary”: Clayton Merger, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of New Holdings.

“Esmark Transaction”: collectively, the transactions contemplated by the Esmark Transaction Agreement, including (without limitation) (a) the formation of New Holdings and its Wholly-Owned Subsidiaries, Holdings Merger Subsidiary and Esmark Merger Subsidiary, (b) the merger of Holdings Merger Subsidiary with and into Holdings, (c) the merger of Esmark Merger Subsidiary with and into Esmark, and (d) the issuance of common stock of New Holdings and the other merger consideration provided in the Esmark Transaction Agreement to the holders of common stock of Holdings and the holders of the common stock of Esmark and the Series A convertible preferred stock of Esmark, such that after giving effect to such transactions, Holdings and Esmark will be Wholly-Owned Subsidiaries of New Holdings.

“Esmark Transaction Agreement”: that certain Agreement and Plan of Merger and Combination dated as of March 15, 2007, among New Holdings, Holdings, Holdings Merger Subsidiary, Esmark and Esmark Merger Subsidiary.

“Excluded Equity Issuance”: if and so long as the Esmark Transaction has not been consummated, the issuance and sale of Capital Stock of Holdings in a private placement transaction; provided, however, that the Net Cash Proceeds to Holdings from such transaction shall not exceed $75,000,000 in aggregate; and provided, further, that such Net Cash Proceeds shall be applied by Holdings to repay all then outstanding Convertible Promissory Notes not later than 30 days

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following receipt of such Net Cash Proceeds, and the remainder of such Net Cash Proceeds shall be contributed to the Borrower to be used for its general corporate purposes.

“Fifth Amendment”: the Fifth Amendment, dated as of March 15, 2007, to this Agreement among Holdings, the Borrower, the Lenders party thereto, the Administrative Agent and the Federal Guarantor.

“Fifth Amendment Effective Date”: the date on which all of the conditions precedent set forth in Section 18 of the Fifth Amendment shall have been satisfied or waived.

“Financial Advisor”: Lazard Freres & Co. LLC or such other financial advisor as the Administrative Agent and the Federal Guarantor may retain with the consent (not to be unreasonably withheld) of the Borrower.

“Holdings Merger Subsidiary”: Wales Merger Corporation, a Delaware corporation and a Wholly-Owned Subsidiary of New Holdings.

“New Holdings”: Clayton Acquisition Corporation, a Delaware corporation.

     (c) The definitions of “ECF Percentage” “Excess Cash Flow” and “Excess Cash Flow Application Date” are hereby deleted from Section 1.1 of the Term Loan Agreement.

     Section 3. Prepayment of Principal. On the first Business Day following the date of the issuance and sale by Holdings of the Convertible Promissory Notes (which shall not be later than 20 days following the date hereof), Holdings will contribute, or advance on a subordinated basis satisfactory to the Administrative Agent, to the Borrower all Net Cash Proceeds which are received by Holdings from such issuance and sale, and from the proceeds of such contribution by Holdings, the Borrower shall make an optional prepayment of the principal of the Loans in the amount of $37,500,000 (the “Principal Prepayment”), representing the quarterly principal installments due under Section 2.3 of the Term Loan Agreement beginning on June 30, 2007 and continuing until and including September 30, 2008, to be applied ratably in respect of the principal amount outstanding under each Facility, together with accrued and unpaid interest on the Principal Prepayment amount. Each of the parties hereto hereby waives the requirement for an inverse application of the Principal Prepayment, as provided in Section 2.12(a) of the Term Loan Agreement or otherwise, and agrees that the Principal Prepayment shall be applied to the quarterly installments described above. For the avoidance of doubt, the Borrower may use any remaining proceeds of such contribution from Holdings after application of the Principal Prepayment for general corporate purposes of the Borrower.

     Section 4. Credit Support for Interest Payments. Promptly following the date hereof, the Borrower shall apply pursuant to the Revolving Loan Agreement to amend the existing standby letter of credit (the “Existing Letter of Credit”) in the amount of $12,500,000, issued under the Revolving Loan Agreement in favor of the Administrative Agent pursuant to the Fourth Amendment and Waiver, so that the Existing Letter of Credit, as so amended, provides that the Administrative Agent may draw under the Amended Letter of Credit to pay any interest on the Loans which remains unpaid as of 2:00 P.M. New York City time on any Interest

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Payment Date (as so amended, the “Amended Letter of Credit”). The Amended Letter of Credit shall be issued to the Administrative Agent in the initial face amount of $11,000,000, and the outstanding face amount of the Amended Letter of Credit shall automatically and permanently reduce on each date on which the Borrower shall have made a timely payment of accrued interest on the Loans on or before 2:00 P.M. New York City time on the applicable Interest Payment Date, each such reduction to be in the amount of the interest so paid. The Borrower shall cause the Amended Letter of Credit to be issued to the Administrative Agent pursuant to the Revolving Loan Agreement not later than seven Business Days following the date hereof. The Amended Letter of Credit shall be in form and substance and reasonably satisfactory to the Administrative Agent. In the event that the Principal Prepayment (plus accrued interest) is not made on or before the twenty-first (21^st) day from the date hereof, Borrower shall immediately cause the Existing Letter of Credit to be reinstated. For the avoidance of doubt, nothing contained herein shall in any way effect the Borrower’s obligation to maintain the Interest Reserve Letter of Credit in full force and effect.

     Section 5. Authorization to Amend Letter of Credit. The Administrative Agent is hereby authorized to consent to the amendment of the Existing Letter of Credit as provided in Section 4 above, and after the Fifth Amendment Effective Date the Borrower shall have no further obligation to maintain, renew, replace or reinstate the Existing Letter of Credit pursuant to the Fourth Amendment and Waiver.

     Section 6. Mandatory Prepayments. Section 2.6 of the Term Loan Agreement is hereby amended by:

(a) Amending paragraph (a) thereof in its entirety to read as follows:

        (a) If any Group Member shall incur any Indebtedness (excluding any Indebtedness incurred in accordance with Section 6.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence to the prepayment of the Loans as set forth in Section 2.6(f). If any Group Member shall issue any Capital Stock (other than in connection with the Esmark Transaction or in an Excluded Equity Issuance), an amount equal to 50% of the Net Cash Proceeds thereof shall be applied on the date of such issuance to the prepayment of the Loans as set forth in Section 2.6(f).

(b) Deleting paragraph (d) thereof and substituting in lieu thereof:

        (d) [Intentionally Reserved];

In addition, the clause “except from Excess Cash Flow not required to be applied to prepay the Loans in accordance with Section 2.6(d) and” is hereby deleted from Section 6.9(b)(ii) of the Term Loan Agreement.

     Section 7. Excess Cash Flow Calculation. Section 5.1(e) of the Term Loan Agreement is hereby deleted.

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     Section 8. Certificates. Section 5.2 of the Term Loan Agreement is hereby amended by amending paragraph (h) in its entirety to read as follows and adding a new paragraph (k) to read in its entirety as follows:

        (h) to the Administrative Agent, concurrently with the delivery of the same, copies of each Borrower Base Certificate (as defined in the Revolving Loan Agreement) sent to any agent or lender under the Revolving Loan Agreement.

        (k) to the Administrative Agent and the Financial Advisor, until the consummation of the Esmark Transaction, all operating, financial and transaction-related presentations to the Board of Directors and the Independent Committee (including monthly reports to the Board of Directors), reports of Hatch Consulting, rolling three-week daily cash forecasts, and reasonable updates from management regarding the progress towards the consummation of the Esmark Transaction and the performance of the Electric Arc Furnace.

     In addition, each of the Administrative Agent, the Federal Guarantor, the State Guarantor and the Lenders acknowledge that Holdings and Borrower have delivered to it the Projections for the 2007 fiscal year, accompanied by a certificate of a Responsible Officer, in compliance with Section 5.2(c) of the Term Loan Agreement.

     Section 9. Required Deposits. Section 5.15 of the Term Loan Agreement is hereby deleted and the following is substituted in lieu thereof:

        Section 5.15. [Intentionally Reserved]

     Section 10. Financial Condition Covenants. Section 6.1 of the Term Loan Agreement is hereby amended in its entirety to read as follows:

        6.1 Financial Condition Covenant. Permit the Consolidated Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters of Holdings ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

	Consolidated Fixed Charge
Fiscal Quarter	Coverage Ratio
March 31, 2008 through September 30, 2008	1.1 to 1.0
December 31, 2008 through September 30, 2009	1.2 to 1.0
December 31, 2009 through June 30, 2010	1.3 to 1.0

For the avoidance of doubt, in no event shall an Event of Default occur or be deemed to occur based upon a failure to maintain any of the Consolidated Fixed Charge Coverage Ratios set out above prior to the first day following the end of the period of four consecutive fiscal quarters of Holdings to which such Consolidated Fixed Charge Coverage Ratio applies (e.g., prior to April 1, 2008 with respect to the four consecutive fiscal quarters ending March 31, 2008).

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     Section 11. Indebtedness. Section 6.2 of the Term Loan Agreement is hereby amended to restate paragraph (k) and add new paragraphs (l) and (m) as follows:

        (k) the Indebtedness represented by the Convertible Promissory Notes;

        (l) intercompany Indebtedness of the Borrower to Holdings related to any advances by Holdings to the Borrower of the proceeds of Holdings’ Convertible Promissory Notes; and

        (m) additional Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed $25,000,000 at any one time outstanding.

     Section 12. Restricted Payments. Section 6.6 to the Term Loan Agreement is hereby amended (i) deleting the word “and” immediately following clause (c) therein, (ii) deleting the period immediately following clause (d) therein and substituting therefor the text “; and” and (iii) inserting a new clause (e) immediately following clause (d) therein to read as follows:

        (e) the Borrower may make Restricted Payments to Holdings to make interest payments permitted by Section 6.9(e).

     Section 13. Capital Expenditures. Schedule 6.7 to the Term Loan Agreement is hereby amended by substituting “$70,000,000” for “$52,000,000” and for “$41,000,000” as the Permitted Capital Expenditure Amounts for the fiscal years 2007 and 2008, respectively.

     Section 14. Coke Plant Joint Venture.

     (a) Section 6.8(j) of the Term Loan Agreement is hereby amended by substituting “$30,000,000” for “$20,000,000” in the second line thereof and by substituting “$10,000,000” for “$75,000,000” in the twelfth line thereof.

     (b) Section 6.19 of the Term Loan Agreement is hereby amended by substituting “$60,000,000” for “$35,000,000” in the fourth line thereof.

     Section 15. Additional Investments. Section 6.8(k) of the Term Loan Agreement is hereby amended in its entirety to read as follows:

        (k) in addition to Investments otherwise expressly permitted by this Section and subject to Section 6.8(j) above, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed (i) $10,000,000 in any fiscal year or (ii) $60,000,000 in the aggregate during the term of this Agreement; provided, that immediately after giving effect to any such Investment (including any Indebtedness incurred or assumed in connection therewith), (A) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.1 as of the end of the most recently completed period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 as if such Investment had been made (and such Indebtedness incurred)

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at the beginning of such period and (B) in the case of an Investment in an amount equal to or greater than $10,000,000, either (I) the business operations to be acquired shall have had positive EBITDA (calculated in the same manner set froth in the definition of “Consolidated EBITDA”) for the period of 12 months immediately prior to the consummation of such Investment or (II) after giving effect to the Investment (and any Indebtedness incurred therewith) and any cost savings to be achieved or other adjustments to Consolidated EBITDA to be made in connection therewith (in each case which are approved by an independent third party reasonably satisfactory to the Administrative Agent), the pro forma Consolidated EBITDA of Holdings as of the end of the most recently completed period of four fiscal quarters for which financial statements have been delivered pursuant to Section 5.1 shall be greater than or equal to the actual Consolidated EBITDA of Holdings as reported to the Administrative Agent and Lenders in accordance with Section 5.2(b).

     Section 16. Change in Control of Board of Directors. Clause (ii) of Section 7.1(l) of the Term Loan Agreement is hereby amended in its entirety to read as follows:

        (ii) the board of directors of Holdings shall cease to consist of a majority of Continuing Directors;

     Section 17. Esmark Merger.

     (a) The following is hereby inserted as paragraph (c) to Section 6.4 of the Term Loan Agreement, and existing paragraph (c) of Section 6.4 is relettered as paragraph (d):

        (c) The Esmark Transaction may be consummated, it being understood that the Esmark Transaction also shall not be deemed to violate any of the other covenants of Section 5 and Section 6 or constitute an Event of Default under Section7.1(l)(ii) of this Agreement;

     (b) If the Esmark Transaction is consummated, Holdings shall cause New Holdings to execute and deliver to the Administrative Agent not later than 10 days following the consummation of the Esmark Transaction (i) an unconditional and irrevocable guarantee of the Obligations in substantially the form of Exhibit A-1 and (ii) a security agreement, in form and substance reasonably satisfactory to the Administrative Agent, providing a first priority perfected pledge of New Holding’s ownership interest in each of Holdings and Esmark as collateral security for its obligations under the guarantee referred to in clause (i) above.

     Section 18. Maturity of Convertible Promissory Notes. Section 6.9 of the Term Loan Agreement is amended by:

     (a) deleting the word “or” at the end of clause (c) of such Section; and

     (b) adding a new clause (e) immediately after clause (d) of such Section as follows:

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; or (e) directly or indirectly purchase, redeem, defease, prepay, or repay at maturity any principal of, or pay any interest on, the Convertible Promissory Notes, in each case, with cash (other than with the Net Cash Proceeds of an Excluded Equity Issuance), without the prior written approval of the Required Lenders; provided, that if no Default or Event of Default shall then exist and be continuing, Holdings may make cash payments on account of accrued and unpaid interest on the Convertible Promissory Notes.

     Section 19. Events of Default. Section 7.1 of the Term Loan Agreement is amended by adding new paragraphs (q) and (r) to read in their entirety as follows:

        (q) The Amended Letter of Credit referred to in Section 4 of the Fifth Amendment shall not have been issued to the Administrative Agent in accordance with the provisions of Section 4 of the Fifth Amendment on or prior to April 5, 2007; or

        (r) The Principal Prepayment referred to in Section 3 of the Fifth Amendment (together with accrued interest thereon) shall not have been paid in accordance with the provisions of Section 3 of the Fifth Amendment on or prior to April 5, 2007;

     Section 20. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Fifth Amendment Effective Date”) when the last of the following conditions shall have been satisfied:

     (a) The Administrative Agent shall have received counterparts hereof duly executed by Holdings, the Borrower, the Administrative Agent, the Required Lenders and the Federal Guarantor;

     (b) The Administrative Agent shall have received such other agreements, documents or instruments as the Administrative Agent may reasonably request;

     (c) To the extent invoiced, all out-of-pocket expenses of the Administrative Agent incurred in connection with this Amendment, including reasonable fees, charges and disbursements of respective counsel for the Administrative Agent and the Federal Guarantor, shall have been paid or reimbursed (it being understood that, to the extent not invoiced by the time all of the other conditions have been satisfied, such fees and expenses shall nonetheless be payable when invoiced pursuant to the provisions of Section 9.5 of the Term Loan Agreement);

     (d) Holdings and Borrower shall have executed and delivered an amendment to the engagement letter dated December 27, 2006 of Lazard Freres & Co. LLC in form and substance reasonably satisfactory to Lazard Freres & Co. LLC, the Administrative Agent and the Federal Guarantor;

     (e) The Esmark Transaction Agreement shall have been executed and delivered by, and become a legal, valid and binding obligation of, the parties thereto; and

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     (f) A legal opinion from counsel to the Borrower in form and substance reasonably satisfactory to the Administrative Agent to the effect that the Fifth Amendment and the Term Loan Agreement as amended thereby (i) constitute the legal, valid and binding obligations of the Group Members party thereto and (ii) do not contravene or conflict with any other material agreements, instruments or contractual obligations to which any Group Member is a party or by which it is bound.

     Section 21. No Default. Each of Holdings and the Borrower represents and warrants that, after giving effect to this amendment, no Default or Event of Default has occurred and is continuing.

     Section 22. No Change. Except as expressly provided herein, no term or provision of the Term Loan Agreement shall be amended, modified, supplemented or waived, and each term and provision of the Term Loan Agreement shall remain in full force and effect.

     Section 23. Counterparts. This Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     Section 24. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

WHEELING-PITTSBURGH CORPORATION
By:	/s/ Michael P. DiClemente
	Name: Michael P. DiClemente Title: Vice President and Treasurer
WHEELING-PITTSBURGH STEEL CORPORATION
By:	/s/ Michael P. DiClemente
	Name: Michael P. DiClemente Title: Vice President and Treasurer
ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/ Gail Watkin
	Name: Gail Watkin
	Title: Manager, Agency
EMERGENCY STEEL LOAN GUARANTEE BOARD, as Federal Guarantor
By:	/s/ Marquerite S. Owen
	Name: Marquerite S. Owen
	Title: General Counsel

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED:
By:	/s/ Richard M. Chinloy
	Name: Richard M. Chinloy
	Title: Director

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
LLOYDS JSB BANK PLC:
By:	/s/ Michelle White
	Name: Michelle White Title: Assistant Vice President
	Structured Finance W 154
By:	/s/ Daniela Chun
	Name: Daniela Chun Title: Assistant Vice President
	Structured Finance USA
	C-031

12

SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
JPMORGAN CHASE BANK, NA, as a Lender:
By:	/s/ Michael F. McCullough
	Name: Michael F. McCullough Title: Senior Vice President

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ Signature Illegible
	Name:
	Title:
By:	/s/ Signature Illegible
	Name:
	Title:

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
BANK HAPOALIM B.M.:
By:	/s/ James P. Surless
	Name: James P. Surless Title: Vice President
By:	/s/ Charles McLaughlin
	Name: Charles McLaughlin Title: Senior Vice President

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
US BANK NATIONAL ASSOCIATION:
By:	/s/ Jeffrey A. Kessler
	Name: Jeffrey A. Kessler Title: Vice President
By:	/s/ Daniela Chun
	Name: Daniela Chun Title: Assistant Vice President
	Structured Finance USA
	C-031

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SIGNATURE PAGE TO THE FIFTH AMENDMENT AND WAIVER, DATED AS OF MARCH 15, 2007 TO THE TERM LOAN AGREEMENT, DATED AS OF JULY 31, 2003, AMONG WHEELING-PITTSBURGH CORPORATION, WHEELING-PITTSBURGH STEEL CORPORATION, THE LENDERS FROM TIME TO TIME PARTIES THERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT, THE EMERGENCY STEEL LOAN GUARANTEE BOARD, THE WEST VIRGINIA HOUSING DEVELOPMENT FUND AND THE OTHER AGENTS PARTIES THERETO.
BAYERISCHE LANDESBANK, New York Branck
By:	/s/ Nikolai von Mengden
	Name: Nikolai von Mengden Title: Senior Vice President
By:	/s/ George J. Schnepf
	Name: George J. Schnepf Title: Vice President

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EX-10.25

Exhibit 10.25

EXECUTION COPY

SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED
REVOLVING LOAN AGREEMENT

     This Second Amendment and Consent to Amended and Restated Revolving Loan Agreement (this “Amendment”) is entered into as of March 16, 2007 by and among Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (“Borrower”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“Holdings”), General Electric Capital Corporation, as administrative agent (“Administrative Agent”) for the Lenders (this and all other capitalized terms not defined herein shall have the meanings set forth in the “Loan Agreement” as defined below), and the other Lenders signatory hereto.

RECITALS

     WHEREAS, Borrower, Holdings, Administrative Agent, Lenders and certain other parties thereto have entered into an Amended and Restated Revolving Loan Agreement dated as of July 8, 2005 (as heretofore or hereafter amended, modified, supplemented or restated, the “Loan Agreement”);

     WHEREAS, Borrower desires, and the Lenders and the Administrative Agent are willing, to amend the Loan Agreement and to consent to the Cash Infusion (as hereinafter defined), upon and subject to the conditions set forth in this Amendment; and

     WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows:

     1. Omnibus Amendment. Pursuant to the terms of that certain Omnibus Amendment Agreement (the “Omnibus Amendment”) dated as December 29, 2006 by and among Borrower, Holdings, Agents, Royal Bank of Canada, as prior agent, and the Lenders, the effectiveness of Section 4 thereof relating to certain amendments to the Loan Agreement was conditioned on (a) the delivery to the Agents of a duly executed copy of the amendment to the Term Loan Agreement and all documents related thereto, each in form and substance reasonably satisfactory to GE Capital, in its capacity as Administrative Agent and (b) the delivery to the Agents of such additional agreements, documents, or instruments, if any, as Agents’ may reasonably request. To date, such conditions have not been met. The parties hereto agree that as of the date hereof Section 4 of the Omnibus Amendment is deleted in its entirety from the Omnibus Amendment and shall be of no force and effect. The parties hereto acknowledge that the conditions to the effectiveness of the remainder of the Omnibus Amendment have been satisfied or waived.

     2. Amendments to the Loan Agreement.

     (a) Section 1.5 to the Loan Agreement is hereby amended by inserting the following text at the conclusion of clause (a) therein to read as follows:

     “Notwithstanding the foregoing, solely for the period beginning on the Second Amendment Effective Date and ending on November 1, 2008, the Applicable Margins (other than the Applicable Unused Line Fee Margin) may be adjusted by reference to the following grids:

If Average Adjusted Borrowing	Level of
Availability is:	Applicable Margin:
£ $100,000,000	Level IV
£ $75,000,000, but < $100,000,000	Level III
£ $50,000,000, but < $75,000,000	Level II
< $50,000,000	Level I

	Applicable Margins
	Level I	Level II	Level III	Level IV
Applicable Index Margin	1.25%	1.00%	0.75%	0.75%
Applicable LIBOR Margin	2.50%	2.25%	2.00%	2.00%
Applicable L/C Margin	2.50%	2.25%	2.00%	2.00%

     (b) Section 1.6 to the Loan Agreement is hereby amended by inserting the following text at the conclusion of clause (g) therein to read as follows:

     “(other than arm’s length sales to Esmark Incorporated or any of its Affiliates in an amount not to exceed at any time $5,000,000; provided, that such sales shall be excluded as Eligible Accounts at such time as Esmark Incorporated or any of its Affiliates shall merge with or otherwise acquire or consolidate with any Credit Party)”

     (c) Section 6.6 to the Loan Agreement is hereby amended by (i) deleting the text “and” immediately following clause (c) therein, (ii) deleting the text “.” immediately following clause (d) therein and substituting therefore the text “; and” and (iii) inserting a new clause (e) immediately following clause (d) therein to read as follows:

     “(e) the Borrower may make Restricted Payments to Holdings to make interest payments permitted by Section 6.9(d).”

     (d) Section 6.7 to the Loan Agreement is hereby amended by inserting the following text at the conclusion of clause (d) therein to read as follows:

     “Notwithstanding the foregoing, for the Fiscal Year ending December 31, 2007, and for each Fiscal Year thereafter, the $65,000,000 of Capital Expenditures permitted pursuant to this Section 6.7(d) shall be increased to $70,000,000.”

     (e) Section 6.9 to the Loan Agreement is hereby amended by:

     (i) Inserting in clause (c) therein the text “, the documents evidencing the Capital Infusion” immediately following the text “the Master Labor Agreement” in the third to last line thereof; and

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     (ii) Inserting a new clause (d) therein immediately following clause (c) to read as follows:

     ”(d) directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of the Capital Infusion (other than through equity offerings or the refinancing or replacement thereof so long as any resulting unsecured subordinated Indebtedness shall have (i) a maturity date no earlier than the first anniversary following the Commitment Termination Date and (ii) annual cash debt service provisions (including, without limitation, those relating to scheduled interest and principal payments, prepayments and repurchases and redemptions) and other material provisions, including, without limitation, subordination provisions, on terms no less favorable to the Credit Parties and the Revolving Lenders than those contained in the original documentation for such Indebtedness, in each case in the sole opinion of the Administrative Agent); provided, that if no Default or Event of Default shall then exist and be continuing, Holdings may make cash payments on account of accrued and unpaid interest thereon.”

     (f) Section 8.1 to the Loan Agreement is hereby amended as follows:

     (i) by deleting the text “the board of directors of Borrower” in clause (k)(ii) therein and substituting therefor the text “the board of directors of Holdings”.

     (ii) by inserting a new clause (p) therein immediately following clause (o) thereof to read as follows:

     or “(p) any Event of Default (as defined in the Term Loan Agreement) occurs under Section 7.1(q) or (r) of the Term Loan Agreement (as in effect on the Second Amendment Effective Date);”

     (g) The following definitions contained in Annex A to the Loan Agreement are hereby amended and restated in their entirety to read as follows:

“Administrative Agent” means GE Capital in its capacity as Administrative Agent for Lenders or its successor appointed pursuant to Section 9.7.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) pro forma interest paid during such period as a result of the Capital Infusion (as defined in the Second Amendment), (c) Consolidated Lease Expense for such period, (d) current maturities on long term Indebtedness pursuant to GAAP for the Term Loans during such period, (e) scheduled payments made during such period on account of principal of Indebtedness of Holdings or any of its Subsidiaries (including scheduled principal payments in respect of the Loans), (f) income taxes paid or payable in cash with respect to such period, (g) Restricted Payments made during such period and (h) payments of Term Loans with Excess Cash Flow (as defined in the Term Loan Agreement) made during such period.

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“Continuing Directors” means the directors of Holdings on the Second Amendment Effective Date, and each other director, if, in each case, such other director’s nomination for election to the board of directors of Holdings is recommended by at least a majority of the then Continuing Directors.

“Financial Statements” means the consolidated income statements, statements of cash flows and balance sheets of Holdings delivered in accordance with Section 4.1 and Annex E.

“Swing Line Lender” means GE Capital.

     (h) Annex A to the Loan Agreement is hereby amended by inserting the following definition in alphabetical order therein:

     “Second Amendment” means that certain Second Amendment and Consent to Amended and Restated Revolving Loan Agreement dated as of March 16, 2007 by and among Borrower, Holdings, Administrative Agent, and the Lenders.

     “Second Amendment Effective Date” has the meaning ascribed to it in the Second Amendment.

     (i) Annex A to the Loan Agreement is hereby amended by deleting the text “$150,000,000” in clause (b)(ii) of the definition of “Borrowing Base” therein (with regards to the definition of “Inventory Cap”) and substituting therefor the text “$160,000,000”.

     (j) Annex C to the Loan Agreement is hereby amended by deleting the text “(2) Borrowing Availability falls below $50,000,000” in clause (c) therein and substituting therefor the text “(2) the Administrative Agent so requires in its sole discretion after Borrowing Availability falls below $50,000,000 (or $25,000,000 solely for the period beginning on the Second Amendment Effective Date and ending on July 31, 2007))”.

     (k) Annex G to the Loan Agreement is hereby amended by inserting the following text at the conclusion of clause (a) therein to read as follows:

     “; provided, that notwithstanding the foregoing, for the period beginning on the Second Amendment Effective Date and ending on November 1, 2008, the Credit Parties shall be in compliance with either clause (i) or clause (ii) below:

     (i) each of the Credit Parties shall not permit, if on any date the Borrowing Availability shall be less than $50,000,000, the Consolidated Fixed Charge Coverage Ratio for the period of the four most recently completed Fiscal Quarters to be less than 1.0 to 1.0; or

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     (ii) each of the Credit Parties shall not permit the Borrowing Availability to be less than $50,000,000; provided, that solely for purposes of the calculation of the Borrowing Availability in this clause (ii), the Maximum Amount during this period shall be the amount set forth below opposite the applicable Fiscal Quarter for such period:

For Fiscal Quarter Ending:	Maximum Amount:
March 31, 2007	$270,000,000
June 30, 2007	$270,000,000
September 30, 2007	$270,000,000
December 31, 2007	$265,000,000
March 31, 2008	$260,000,000
June 30, 2008	$255,000,000
September 30, 2008 through November 1, 2008	$250,000,000

     3. Consent. Administrative Agent and Lenders hereby consent to the incurrence by Holdings of unsecured subordinated Indebtedness in an aggregate amount not to exceed $50,000,000 (the “Capital Infusion”), on terms and conditions satisfactory to Administrative Agent. Such consent is only applicable and shall only be effective in the specific instances and for the specific purpose for which made or given.

     4. Projections. The Administrative Agent and the Lenders acknowledge that Holdings and Borrower have delivered to them the Projections for the 2007 fiscal year, accompanied by a certificate of a Responsible Officer, in compliance with clause (c) of Annex E to the Loan Agreement.

     5. Representations and Warranties of Borrower.

     (a) The Recitals in this Amendment are true and correct in all respects.

     (b) All representations and warranties of the Credit Parties in the Loan Agreement and in the other Loan Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date and (ii) with respect to any information set forth in the Disclosure Schedules as of the Second Amendment Effective Date; provided, that within sixty (60) days of the Second Amendment Effective Date, the Borrower shall deliver to Agents and Lenders supplemental Disclosure Schedules (including marked copies to show the changes made against the Disclosure Schedules delivered to Agents and Lenders on the Restatement Date) which shall be true and correct in all material respects.

     (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

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     (d) Borrower has the power, and has been duly authorized by all requisite action, to execute and deliver this Amendment and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Amendment has been duly executed by Borrower and the other documents and agreements executed and delivered in connection herewith to which Borrower is a party have been duly executed and delivered by it.

     (e) This Amendment is the legal, valid and binding obligation of Borrower and the other documents and agreements executed or delivered in connection herewith to which any of the other Credit Parties is a party are the legal, valid and binding obligations of the other Credit Parties, in each case enforceable against each of the other Credit Parties in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally.

     (f) The execution, delivery and performance of this Amendment and the other documents and agreements executed and delivered in connection herewith do not and will not (i) violate any law, rule, regulation or court order to which any of the Credit Parties is subject; (ii) conflict with or result in a breach of the certificate of formation or incorporation, bylaws, limited liability company agreement or other organizational documents of any of the Credit Parties or any other agreement or instrument to which it is party or by which the properties of any of the Credit Parties is bound; or (iii) result in the creation or imposition of any Lien on any property of any of the Credit Parties, whether now owned or hereafter acquired, other than Liens in favor of Administrative Agent.

     (g) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by each of the Credit Parties, or the validity or enforceability, of this Agreement or the other documents or agreements executed or delivered in connection herewith to which any of the Credit Parties is a party, or the consummation of the transactions contemplated hereby or thereby, or the continuing operations of any of the Credit Parties following the consummation of such transactions, except as otherwise expressly contemplated by this Amendment.

     6. Conditions Precedent to Effectiveness. This Amendment shall be effective on the date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied in the sole discretion of Administrative Agent:

     (i) Each of the parties hereto shall have delivered to Administrative Agent executed counterparts of this Amendment;

     (ii) Delivery to Administrative Agent of a duly executed copy of the amendment to the Term Loan Agreement and all documents related thereto, each in form and substance reasonably satisfactory to Administrative Agent;

     (iii) Delivery to Administrative Agent of a duly executed fee letter, in form and substance reasonably satisfactory to Administrative Agent;

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     (iv) Delivery to Administrative Agent of the documents evidencing the Capital Infusion, including, without limitation, subordination terms satisfactory to Administrative Agent; and

     (v) Delivery to Administrative Agent of such additional agreements, documents or instruments, if any, as Administrative Agent may reasonably request.

     7. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the successors and permitted assigns of the Lenders and Administrative Agent and shall be binding upon the successors and assigns of Borrower.

     8. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall be one and the same instrument.

     9. Headings. The paragraph headings used in this Amendment are for convenience only and shall not affect the interpretation of any of the provisions hereof.

     10. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS SET FORTH IN THE LOAN AGREEMENT, OR, IF NO JURISDICTION IS SET FORTH THEREIN, BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.

     11. Release of Claims. Each of Borrower and the other Credit Parties hereby releases, remises, acquits and forever discharges each Lender, each Agent and the Issuing Bank (including any Person which is resigning or assuming such respective capacity) and each of their respective employees, agents, representatives, consultants, attorneys, officers, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corporate divisions (collectively, the “Released Parties”), from any and all actions, causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatever nature or kind, whether heretofore or hereafter arising, for or because of any manner of things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of any or in any way connected to this Amendment or the other Loan Documents (collectively, the “Released Matters”). Borrower and each other Credit Party each hereby acknowledges that the agreements in this Section 11 are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower and each other Credit Party each hereby represents and warrants to each Lender, each Agent and the L/C Issuer (including any Person which is resigning or assuming such respective capacity) that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Borrower or any other Credit Party in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.

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     EACH OF BORROWER AND EACH OTHER CREDIT PARTY AGREES TO ASSUME THE RISK OF ANY AND ALL UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS WHICH ARE RELEASED, WAIVED AND DISCHARGED BY THIS AMENDMENT. EACH OF BORROWER AND EACH OTHER CREDIT PARTY HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS WHICH IT MIGHT OTHERWISE HAVE UNDER ANY CIVIL CODE OR ANY SIMILAR LAW, TO THE EXTENT SUCH LAW MAY BE APPLICABLE, WITH REGARD TO THE RELEASE OF SUCH UNKNOWN, UNANTICIPATED OR MISUNDERSTOOD DEFENSES, CLAIMS, CONTRACTS, LIABILITIES, INDEBTEDNESS AND OBLIGATIONS. TO THE EXTENT THAT SUCH LAWS MAY BE APPLICABLE, EACH OF BORROWER AND EACH OTHER CREDIT PARTY WAIVES AND RELEASES ANY RIGHT OR DEFENSE WHICH IT MIGHT OTHERWISE HAVE UNDER ANY OTHER LAW OR ANY APPLICABLE JURISDICTION WHICH MIGHT LIMIT OR RESTRICT THE EFFECTIVENESS OR SCOPE OF ANY OF THEIR WAIVERS OR RELEASES HEREUNDER.

[Signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

GENERAL ELECTRIC CAPITAL CORPORATION, individually and as Administrative Agent
By:	/s/ Matthew N. McAlpine
	Name:	Matthew N. McAlpine
	Title:	Duly Authorized Signatory

WHEELING-PITTSBURGH CORPORATION
By:	/s/ Michael P. DiClemente
	Name:	Michael P. DiClement
	Title:	Vice President and Treasurer

WHEELING-PITTSBURGH STEEL CORPORATION, as Borrower
By:	/s/ Michael P. DiClemente
	Name:	Michael P. DiClemente
	Title:	Vice President and Treasurer

THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender
By:	/s/ Eustachio Bruno
	Name:	Eustachio Bruno
	Title:	Vice President

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Edumundo Kahn
	Name:	Edmundo Kahn
	Title:	Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Danielle R. Asbjorn
	Name:	Danielle R. Asbjorn
	Title:	Associate

JPMORGAN CHASE BANK, NA, as a Lender
By:	/s/ Michael F. McCullough
	Name:	Michael F. McCullough
	Title:	Senior Vice President

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Richard L. Tavrow
	Name:	Richard L. Tavrow
	Title:	Director

By:	/s/ Trja R. Otsa
	Name:	Trja R. Otsa
	Title:	Associate Director

Acknowledgement of Second Amendment

     Each of the undersigned (i) acknowledges receipt of a copy of the Second Amendment and Consent to Amended and Restated Revolving Loan Agreement dated as of March 16, 2007 (the “Amendment”; capitalized terms used herein shall, unless otherwise defined herein, have the meanings provided in the Amendment), by and among Borrower, the Lenders party thereto and the Administrative Agent, (ii) consents to such Amendment and each of the transactions referenced in the Amendment and (iii) hereby acknowledges and agrees, in its respective capacities as debtor, obligor, grantor, mortgagor, pledgor, guarantor, surety, indemnitor, assignor and each other similar capacity, if any, in which any such entity or person has previously granted Liens on all or any part of its real, personal or intellectual property pursuant to the Loan Agreement or any other Loan Document or has guaranteed the repayment of the liabilities pursuant to any of the foregoing agreements, that all of such Liens and repayment obligations remain and shall continue in full force and effect and each of which is hereby ratified, confirmed and reaffirmed in all respects.

WHEELING-PITTSBURGH CORPORATION, as a Credit Party
By:	/s/ Michel P. DiClemente
	Name:	Michael P. DiClemente
	Title:	Vice President and Treasurer

WP STEEL VENTURE CORPORATION, as a Credit Party
By:	/s/ Paul J. Mooney
	Name:	Paul J. Mooney
	Title:	Vice President and Treasurer

EX-10.26

Exhibit 10.26

EXECUTION VERSION

NOTE PURCHASE AGREEMENT

     This Note Purchase Agreement (this “Agreement”) is entered into as of the 15th day of March, 2007, by and between Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Company”) and each of the investors set forth on the signature pages hereto (each, an “Investor,” and collectively, the “Investors”).

     WHEREAS, the Company is offering, in compliance with Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), to certain accredited investors in a private placement transaction, convertible notes in a series with an aggregate principal amount of up to Fifty-Million Dollars ($50,000,000), substantially in the form attached hereto as Exhibit A (the “Notes”).

     WHEREAS, on the terms and subject to the conditions set forth herein, each Investor desires to purchase a Note in the face principal amount set forth opposite Investor’s name on Exhibit B, which Notes shall be convertible into shares (subject to adjustment as set forth in the Notes, the “Conversion Shares,” and together with the Notes, the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to the terms of the Notes.

     WHEREAS, the Company desires to set forth the terms and conditions of and to provide for the issuance of the Notes described herein and with respect to certain registration rights relating to the shares of Common Stock issuable upon conversion of the Notes, pursuant to their terms.

     NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

1) ISSUANCE OF THE CONVERTIBLE NOTES. Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell to each Investor, and each Investor hereby agrees to purchase from the Company, the face principal amount of the Notes set forth opposite each Investor’s name on Exhibit B (the “Purchase Price”). The Note delivered to an Investor will be delivered in the form of a single Note registered in the name of the Investor (or in the name of such nominee or in such other denominations as Investor may specify). The terms and conditions of the Notes are incorporated herein by reference.

2) THE CLOSING. The purchase and sale of the Notes by the Company to the Investors and the delivery of the Purchase Price to the Company (the “Closing”) will take place on the second business day following the satisfaction of all conditions precedent set forth in Section 7 hereof (or such other date as the Company and the Investors shall determine), at the offices of the Company, 1134 Market Street, Wheeling, WV 26003. At the Closing, (a) each Investor shall pay or tender to the Company the applicable Purchase Price in immediately available funds by wire transfer to the Company in accordance with the wiring instructions provided by the Company; and (b) the Company shall issue and deliver to each Investor the Note(s) acquired hereunder by such Investor.

3) REPRESENTATIONS AND WARRANTIES OF INVESTORS. Each Investor represents and warrants individually and not jointly to the Company as of the date hereof as follows:

          a) Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

          b) The Notes are being acquired by Investor for investment purposes only, for Investor’s own account and not with the view to any resale or distribution thereof, and Investor is not participating, directly or indirectly, in an underwriting of such Notes, and will not take, or cause to be taken, any action that would cause Investor to be deemed an “underwriter” of such Notes as defined in Section 2(11) of the Securities Act.

          c) Investor acknowledges that Investor has been offered an opportunity to ask questions of, and receive answers from, the Company concerning the Company and Investor’s proposed purchase of the Notes, and that such Investor is satisfied with the Company’s response to any such requests.

          d) Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Notes, is able to bear such risks, and has obtained, in Investor’s judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Notes. Investor has evaluated the risks of investing in the Company and has determined that the Notes are a suitable investment for Investor.

          e) Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder.

          f) All action on the part of Investor necessary for the authorization, execution and delivery of this Agreement and for the performance of all obligations of Investor hereunder has been taken, including with respect to all required corporate or organizational grant of authority with respect to such Investors as are corporations or other forms of entity. This Agreement has been duly executed and delivered by Investor and constitutes a valid and legally binding obligation of Investor, enforceable in accordance with its respective terms, subject to (i) the laws of bankruptcy and the laws affecting creditors’ rights generally and (ii) the availability of equitable remedies.

          g) Investor is not relying on the Company with respect to tax and other investment advice in connection with its decision to purchase the Notes. Investor acknowledges that it has been advised by the Company to consult with its tax or financial consultants prior to entering into this Agreement.

4) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Investors as of the date hereof as follows:

          a) The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction in which its

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ownership or use of property or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on the business, operations, assets, financial condition or prospects of the Company (a “Material Adverse Effect”). The Company has full power and authority: (i) to own, lease, use and operate its properties; (ii) to carry on its business as presently operated and conducted; and (iii) to enter into this Agreement and perform its obligations hereunder, including the issuance, sale and delivery of the Notes.

          b) The execution and delivery of this Agreement and of the Notes by the Company and the consummation by it of the transactions contemplated hereby (including without limitation, the issuance of the Securities) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders is required. All action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and for the performance of all obligations of the Company hereunder has been taken. This Agreement and the Notes have been duly executed and delivered by the Company and constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to (i) the laws of bankruptcy and the laws affecting creditors’ rights generally and (ii) the availability of equitable remedies.

          c) The authorized capital stock of the Company consists of 80,000,000 shares of Common Stock and 20,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). At the close of business on February 28, 2007, (i) 15,287,293 shares of Common Stock were issued and outstanding (excluding shares of Common Stock held by the Company in its treasury), (ii) 6,666 shares of Common Stock were held by the Company in its treasury, (iii) 940,566 shares of the Company’s Common Stock were reserved for issuance under the Company’s 2003 Management Stock Incentive Plan (of which 19,221 shares were subject to outstanding stock options and 318,310 shares were subject to outstanding stock unit awards), (iv) 16,469 shares of Common Stock were reserved for distribution to creditors pending resolution of certain disputed claims, and (v) no shares of Preferred Stock were issued or outstanding or held in the Company’s treasury. All outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. There are no anti-dilution or price adjustment provisions contained in any security issued and outstanding by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Securities. Except as may be described in any documents which have been publicly filed by any of the Company’s stockholders, to the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs

          d) The Company has timely filed and furnished all required reports, schedules, forms, prospectuses, and registration, proxy and other statements with the Securities and Exchange Commission (“SEC”) since August 1, 2003 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing

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dates (in the case of all other SEC Documents), each SEC Document complied in all material respects with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, as applicable. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document or by information supplied to the Investors in writing by the Company, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

          e) The Conversion Shares to be issued upon conversion of the Notes, when issued in compliance with the provisions of this Agreement and the Notes, will be validly issued and will be free of any liens or encumbrances, except as provided under applicable securities laws.

          f) The execution, delivery and performance of this Agreement and each of the documents contemplated hereby, including the Notes, by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of Securities) will not (i) conflict with or result in a violation of any provision of the certificate of incorporation, as amended, of the Company or the bylaws, as amended, of the Company, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, patent, patent license or instrument to which the Company is a party, or (iii) result in a violation of any federal, state, local, municipal, foreign, international, multinational or other law, rule, regulation, order, judgment, decree, ordinance, policy or directive, including those entered, issued, made, rendered or required by any court, administrative or other governmental body, agency, or authority, or any arbitrator (collectively, “Legal Requirements”) (including federal and state securities laws and regulations (assuming the accuracy of the representations and warranties of each Investor contained in Section 3(a) hereof) and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The Company is not in violation of its certificate of incorporation, bylaws or other organizational documents and the Company is not in default (and no event has occurred which with notice or lapse of time would result in a default) under, and the Company has not taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement or instrument to which the Company is a party or by which any property or assets of the Company is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. Except with respect to any filings or notices related to the issuance of the Conversion Shares to be filed with Nasdaq, if any, and as required under the Securities Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or the

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Notes. All consents, authorizations, orders, filings and registrations that the Company is required to effect or obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

          g) As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, year end adjustments or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2006, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or taken in the aggregate would not reasonably be expected to have a Material Adverse Effect.

          h) Except with respect to the transactions contemplated hereby and as set forth in the SEC Documents filed since such date, since December 31, 2005 (i) the Company and each of its subsidiaries has conducted its business only in the ordinary course, consistent with past practice, and since that date, no changes have occurred which would reasonably be expected to have a Material Adverse Effect; and (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected on the Company’s financial statements pursuant to generally accepted accounting principles, consistently applied or required to be disclosed in filings made with the SEC.

          i) There is no Action (as defined below) pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries that (i) adversely affects or challenges the legality, validity or enforceability of this Agreement, or (ii) would, if there were an unfavorable decision, have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending any investigation by the SEC involving the Company or any current or former director or officer of the Company (in his or her capacity as such). For purposes of this Agreement, “Action” shall mean any action, suit claim, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation against or affecting the Company, any of its

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subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), public board, stock market, stock exchange or trading facility.

          j) The Company and each of its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, “Permits”), and there is no Action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Permits. Neither the Company nor any of its subsidiaries is in conflict with, or in default or violation of, any of the Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          k) Since December 31, 2005, no event has occurred or, to the knowledge of the Company, circumstance exists that (with or without notice or lapse of time): (a) would reasonably be expected to constitute or result in a violation by the Company or any of its subsidiaries, or a failure on the part of the Company or its subsidiaries to comply with, any Legal Requirement; or (b) would reasonably be expected to give rise to any obligation on the part of the Company or any of its subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice or other communication from any regulatory authority or any other person, nor does the Company have any knowledge regarding: (x) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (y) any actual, alleged, possible or potential obligation on the part of the Company or any of its subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with a failure to comply with any Legal Requirement, except in either case that would not reasonably be expected to have a Material Adverse Effect.

          l) The Company is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are applicable to it and has taken reasonable steps such that the Company expects to be in a position to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder at such time as Section 404 becomes applicable to the Company.

          m) The Company is, and has reason to believe that for the foreseeable future it will continue to be, in compliance with all applicable rules of the Nasdaq Global Market. The Company has not received notice from Nasdaq that the Company is not in compliance with the rules or requirements thereof. The issuance and sale of the Securities under this Agreement does not contravene the rules and regulations of the Nasdaq Global Market, and no approval of the stockholders of the Company is required for the Company to issue the Securities as contemplated by this Agreement

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          n) The Company understands and confirms that the Investors will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement and the Notes. All representations and warranties provided to the Investors furnished by or on behalf of the Company, taken as a whole are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or its subsidiaries or its or their businesses, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

5) RESTRICTED SECURITIES.

          a) Each Investor understands that the Securities have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each Investor’s representations as expressed herein. Each Investor understands that the Securities are “restricted securities” under the Securities Act, inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act only in certain limited circumstances and each Investor agrees not to transfer the Securities unless such transfer is made: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Company; (iii) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with local laws; or (iv) within the United States (A) in accordance with the exemption from registration under the Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, and each Investor shall be required to furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer or (B) in a transaction that does not require registration under the Securities Act or applicable state securities laws, and each Investor shall be required to furnish to the Company an opinion to such effect from counsel of recognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer. Each Investor acknowledges that, the Company has no obligation to register or qualify the Securities for resale except as set forth in Section 6 hereof and that the Company is required to refuse to register any transfer not made in accordance with the provisions of this Section 5. Each Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, and on requirements relating to the Company which are outside of such Investor’s control, and which the Company is under no obligation and may not be able to satisfy. Each Investor also acknowledges that the documentation representing the Securities shall bear restrictive legends as required under applicable federal and state securities laws. The provisions of this Section 5 shall survive the Closing.

          b) Each Investor acknowledges that the Notes and any certificates evidencing the Conversion Shares will bear a legend substantially as set forth below, in addition to any legends required by any state securities laws:

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“NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

6) REGISTRATION RIGHTS. Contemporaneous with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, in the form attached hereto as Exhibit C, pursuant to which the Company has agreed under certain circumstances to register the resale of the Conversion Shares under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.

7) CLOSING CONDITIONS

a) Conditions of the Company’s Obligations at Closing. The obligations of the Company under this Agreement with respect to the issuance of the Notes to any Investor are subject to the fulfillment on or before the Closing of each of the following conditions with respect to such Investor, unless waived by the Company.

          i) Each Investor shall have executed and delivered this Agreement, the Registration Rights Agreement contemplated by Section 6, and tendered the Purchase Price for such Investor’s Note(s) to the Company.

          ii) The representations and warranties of the Investors contained in Section 3 of this Agreement shall be true and correct in all material respects (except with respect to the representations contained in Section 3(a), which shall be true and correct in all respects) on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing.

          iii) The Company shall have obtained any necessary consent of the Senior Debt Holders, as defined in the Note, with respect to the transactions contemplated by this Agreement and the Notes.

b) Conditions of the Investors’ Obligations at Closing. The obligations of each Investor under this Agreement with respect to the purchase of the Notes are subject to the fulfillment on or before the Closing of each of the following conditions, unless waived by each Investor.

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          i) The Company shall have executed and delivered this Agreement, the Registration Rights Agreement contemplated by Section 6, and the Notes to the Investors.

          ii) Any consents or approvals required to be secured by the Company for the consummation of the transactions contemplated by this Agreement shall have been obtained and shall be reasonably satisfactory to the Investors.

          iii) The representations and warranties of the Company contained in Section 4 of this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the closing.

          iv) The Company’s independent registered public accounting firm shall have agreed to deliver an unqualified opinion with respect to the conformity of the consolidated financial statements of the Company at December 31, 2006 with generally accepted accounting principles in the United States.

          v) There shall have been no material adverse change in the assets, liabilities (contingent or otherwise), affairs, business, operations, prospects or condition (financial or otherwise) of the Company prior to the Closing.

8) INDEMNIFICATION

a) The Company agrees to indemnify each Investor and its affiliates and hold each of them harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of such Investor’s counsel in connection with any investigative, administrative or judicial proceeding), that may be incurred by such Investor or such affiliates as a result of any claims made against such Investor or such affiliates by any person that relate to or arise out of (i) any breach by the Company of any of its representations, warranties or covenants contained in this Agreement or in the Notes, or (ii) any litigation, investigation or proceeding instituted by any person with respect to this Agreement or the Securities (excluding, however, any such litigation, investigation or proceeding which arises solely from the acts or omissions of such Investor or its affiliates).

b) Any person entitled to indemnification hereunder (“Indemnified Party”) will (i) give prompt notice to the party required to provide the indemnification pursuant to this Section 8, of any third party claim, action or suit with respect to which it seeks indemnification (the “Claim”) (but omission of such notice shall not relieve the Company from liability hereunder except to the extent it is actually prejudiced by such failure to give notice), specifying in reasonable detail the factual basis for the Claim, the amount thereof, estimated in good faith, and the method of computation of the Claim, all with

9

reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such indemnification is sought with respect to the Claim, and (ii) unless in such Indemnified Party’s reasonable judgment a conflict of interest may exist between such Indemnified Party and the Company with respect to such claim, permit the Company to assume the defense of the Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate fully with the Company with respect to the defense of the Claim and, if the Company elects to assume control of the defense of the Claim, the Indemnified Party shall have the right to participate in the defense of the Claim at its own expense. If the Company does not elect to assume control or otherwise participate in the defense of the Claim, then the Indemnified Party may defend through counsel of its own choosing. If such defense is not assumed by the Company, the Company will not be subject to any liability under this Agreement or otherwise for any settlement made without its consent (but such consent will not be unreasonably withheld or delayed). If the Company elects not to or is not entitled to assume the defense of a Claim, it will not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Parties with respect to the Claim, unless an actual conflict of interest exists between such Indemnified Party and any other of such Indemnified Parties with respect to the Claim, in which event the Company will be obligated to pay the fees and expenses of such additional counsel or counsels

9) NO INTEGRATION. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the Securities Act (except as provided in the Registration Rights Agreement) or cause the offering of the Securities to be integrated with any other offering of securities by the Company in such a manner as would require the Company to seek the approval of its stockholders for the issuance of the Securities under any stockholder approval provision applicable to the Company or its securities.

10) NOTICE. Any notices or other communications in connection herewith shall be sufficiently given if sent by registered or certified mail, postage prepaid, or by facsimile transmission, and:

(a) if to the Company, at

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Financial Officer
Facsimile: (304) 234-2261

with a copy (which shall not constitute notice) to counsel to the Company as the Company shall notify the Investors from time to time.

(b) if to an Investor, at the address on such Investor’s signature page hereto,

or at such other address as an Investor or the Company shall designate to the other by notice in writing.

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11) ASSIGNABILITY. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that: (a) any Investor may assign its rights hereunder to its affiliates (as such term is defined in Rule 144 of the Securities Act) or (b) any Investor may assign a right to purchase a portion of the amount of the Note subscribed to hereunder, (up to fifty percent (50%) of the face principal amount subscribed to by Investor) to another accredited institutional investor; provided further that any such assignee must first deliver to the Company a written instrument confirming that such assignee shall be bound by the terms and conditions of this Agreement.

12) SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

13) MODIFICATION. Neither this Agreement nor any provision hereof shall be modified, discharged or terminated except by an instrument in writing signed by (a) the Company and (b) Investors (or their permitted assignees or transferees) holding Notes (or having subscribed therefor) representing at least 75% of the aggregate principal amount of all Notes or Conversion Shares then outstanding (or subscribed for).

14) ENTIRE AGREEMENT. This Agreement and the documents referred to herein (including, without limitation, the Notes) constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and no party shall be liable or bound to any other party in any manner by any warranties, representations, covenants or agreements except as specifically set forth herein or therein.

15) APPLICABLE LAW. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the principles of conflict of laws, and, to the extent it involves any United States statute, in accordance with the laws of the United States.

16) FINDERS’ FEES. Each party represents that it neither is nor will be obligated for any finders’ fees or commissions in connection with this Agreement or the transactions contemplated hereby. Each Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of finders’ fees (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which such Investor or any of its officers, directors, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Investor from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses (including legal, travel and out-of-pocket expenses) of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible, in accordance with the provisions of Section 8.

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17) SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

18) FEES AND EXPENSES. Except as otherwise expressly provided for in this Agreement, the Company, on the one hand, and each Investor, on the other hand, shall each pay all of its own expenses incurred in connection with the transactions contemplated by this Agreement, including any and all legal, accounting, investment banking and consulting fees and expenses incurred in negotiating, executing and delivering this Agreement and the other agreements, exhibits, schedules, documents and instruments contemplated by this Agreement, provided that at the Closing, the Company shall reimburse Tontine Partners, L.P. for all reasonable expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the form of Note and its due diligence review of the Company, including, without limitation, reasonable attorneys’ fees and expenses, and out-of-pocket travel costs and expenses, but not to exceed $40,000 without the prior written consent of the Company.

19) COUNTERPARTS. This Agreement may be executed in two (2) or more original or facsimile counterparts all of which together shall constitute one and the same instrument.

20) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement.

21) DELAYS OR OMISSIONS. Each and all of the various rights, powers and remedies of the parties shall be considered cumulative with and in addition to any other rights, powers and remedies which such parties may have at law or in equity in the event of the breach of any of the terms of this Agreement. No failure to exercise or delay in the exercise of any right, power or remedy accruing to Investor upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of Investor nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

22) PUBLICITY. The Company and the Investors shall have the right to review a reasonable period of time before issuing any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investors, to make any press release with respect to such transactions as is required by applicable law and regulations (although the Investors shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon). Notwithstanding the foregoing, the Company shall file with the SEC a Form 8-K disclosing the transactions herein within four (4) business days of the Closing Date and attach the relevant agreements and instruments to either such Form 8-K or the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, and the Investors may make such filings as may be required under Section 13 and Section 16 of the Exchange Act.

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23) FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[Remainder of this page is intentionally left blank.]

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The undersigned have duly executed this Agreement as of the date first written above.

WHEELING-PITTSBURGH CORPORATION
By:
	Name:
	Title:

[Investor Signature Page]

Investor Name:
 

By:
	Name:
	Title:
	Address:
	Tax ID:

EX-10.27

Exhibit 10.27

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.

THE INDEBTEDNESS REPRESENTED BY THIS INSTRUMENT IS SUBORDINATED TO THE PAYMENT OF SENIOR INDEBTEDNESS IN ACCORDANCE WITH AND TO THE EXTENT PROVIDED HEREIN.

Wheeling-Pittsburgh Corporation

SENIOR SUBORDINATED UNSECURED CONVERTIBLE PROMISSORY NOTE
March __, 2007

$                Wheeling, West Virginia

     FOR VALUE RECEIVED, Wheeling-Pittsburgh Corporation, a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of                           or any transferee of this Note (the “Holder”, in lawful money of the United States of America, the principal sum of $          , together with interest thereon, payable on the dates and in the manner set forth below.

     This Note is one of $50.0 million in aggregate principal amount of Senior Subordinated Unsecured Convertible Promissory Notes (each a “Note” and collectively the “Notes”) issued pursuant to the Securities Purchase Agreement of even date herewith among the Borrower and the original purchasers of the Notes (the “Purchase Agreement”), and is subject to the provisions set forth therein. Certain capitalized terms used herein are defined in Section 14 below.

     1. Principal. The principal amount of this Note shall mature and be due and payable on November 15, 2008 (the “Maturity Date"), unless otherwise paid or converted under the terms that follow.

     2. Interest. Interest shall accrue on the unpaid principal amount of this Note on a daily basis from the Original Issue Date until the date of payment (or conversion) at the Applicable Interest Rate per annum, calculated on the basis of a 360-day year; provided, however, that during the continuance of an Event of Default, notwithstanding anything else to the contrary contained in this Note, interest on the unpaid principal amount of this Note and, to the extent permitted by applicable law, on any accrued and unpaid interest shall accrue at the rate of two percent (2%) per annum in addition to the Applicable Interest Rate then in effect.

     Accrued interest shall be payable in cash, quarterly in arrears on April 1, July 1, October 1 and January 1 of each year, beginning April 1, 2007 (each an “Interest Payment Date” except that, if any such date is not a Trading Day, the Interest Payment Date shall be the next succeeding Trading Day. In connection with an adjustment to the Applicable Interest Rate from and after the Reset Date, in which interest shall have been recalculated back to the Original Issue Date, such additional interest shall be due and payable on and as of the Reset Date.

     3. Place, Manner and Application of Payments. All amounts payable hereunder shall be payable to the Holder in immediately available funds at its address set forth below or such other address as the Holder specifies to

Borrower in writing. All payments on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof. The principal amount under this Note may not be pre-paid without the prior written consent of the Holder prior to the Reset Date. From and after the Reset Date, the Borrower shall have the right to prepay the principal amount of this Note in whole or in part; provided that (a) any such prepayment shall be subject to the Holder’s right to convert the Note pursuant to Section 5(b)(i) below; (b) such prepayment may not be made until at least ten (10) business days after the Holder has confirmed, in writing, its receipt of written notice from Borrower of the intended prepayment, which written confirmation from the Holder must specify that the Holder is not electing to exercise its conversion rights pursuant to Section 5(b)(i) below; (c) any such prepayment shall be accompanied by payment of all accrued and unpaid interest through the date of prepayment and (d) any such prepayment shall not contravene any of the provisions of Section 6 hereof..

     4. No Security. This Note is an unsecured obligation of the Borrower and no collateral accompanies the obligations hereunder.

     5. Conversion. The Holder of this Note shall have the following rights with respect to conversion of this Note into shares of Borrower’s Common Stock, no par value per share (the “Common Stock”):

     (a) Automatic Conversion prior to the Reset Date. Notwithstanding anything herein to the contrary but subject to the final sentence of this Section 5(a) and to Section 5(e), upon the occurrence of a Change of Control Transaction prior to the Reset Date, without any action on the part of the Holder hereof, just prior to the consummation of such Change of Control Transaction, all of the outstanding principal and accrued but unpaid interest under this Note shall immediately convert pursuant to this Section 5(a) into the number of shares of Common Stock obtained by dividing such outstanding principal and interest by the Applicable Conversion Price then in effect, such that the Holder shall be entitled to the consideration paid (if any) to holders of Common Stock in connection with such Change of Control Transaction. Notwithstanding the foregoing, this Note shall not be automatically convertible pursuant to this Section 5(a) unless the consideration payable with respect to the Borrower’s Common Stock in connection with such Change of Control Transaction equals or exceeds the Applicable Conversion Price (subject to the last sentence of the definition of “Change of Control Transaction” in Section 14 hereof).

     (b) Conversion from and after the Reset Date.

     (i) Conversion at the Election of Holder. To the extent that the principal amount under this Note shall not have been repaid, or converted pursuant to Section 5(a), as of the Reset Date, commencing on the Reset Date and thereafter through the Maturity Date, all of the outstanding principal and accrued but unpaid interest under this Note shall immediately convert pursuant to this Section 5(b)(i), in whole but not in part, at any time at the election of the Holder, into the number of shares of Common Stock obtained by dividing such outstanding principal and interest by the Applicable Conversion Price then in effect.

     (A) The Borrower shall be given notice of the intent of the Holder of this Note to convert this Note under Section 5(b)(i) by way of the form of conversion notice attached hereto as Annex A (a “Conversion Notice”). The calculations and entries set forth in the Conversion Notice shall control in the absence of manifest or mathematical error.

     (ii) Automatic Conversion following the Reset Date in a Change of Control Transaction. Subject to the final sentence of this Section 5(b)(ii), to the extent that the principal amount under this Note shall not have been repaid, or converted pursuant to Section 5(a) or Section 5(b)(i), upon the occurrence of a Change of Control Transaction from and after the Reset Date, without any action on the part of the Holder hereof, just prior to the consummation of such Change of Control Transaction, all of the outstanding principal and accrued but unpaid interest under this Note shall immediately convert pursuant to this Section 5(b)(ii) into the number of shares of Common Stock obtained by dividing such outstanding principal and interest by the Applicable Conversion Price then in effect, such that the Holder shall be entitled to the consideration paid (if any) to holders of Common Stock in connection with such Change of Control Transaction. Notwithstanding the foregoing, this Note shall not be automatically convertible pursuant to this Section 5(b)(ii) unless the consideration payable with respect to the Borrower’s Common Stock in connection with such Change of Control Transaction equals or exceeds the Applicable Conversion Price (subject to the last sentence of the definition of “Change of Control Transaction” in Section 14 hereof).

     (c) Procedures with respect to conversions. Not less than ten (10) Trading Days prior to the anticipated occurrence of any Change of Control Transaction, Borrower shall deliver to the Holder a notice (the “Change of Control Notice”), setting forth the material terms of such transaction and Borrower’s calculation of the number of Conversion Shares issuable to the Holder (including interest to be converted calculated through such Conversion Date) in connection with such Change of Control Transaction. Required Holders may waive on behalf of all holders of Notes such period by which the Change of Control Notice must be delivered prior to the Change of Control Transaction. The calculations and entries set forth in the Change of Control Notice shall control in the absence of manifest or mathematical error. Upon consummation of the Change of Control Transaction referenced in the Change of Control Notice, Borrower (or its successor) shall deliver to the Holder a subsequent notice so indicating and containing or accompanied by such information as shall be reasonably necessary to the Holder to receive the consideration, if any, that holders of Common Stock received in such transaction (the “Second Change of Control Notice”).

     (i) The “Conversion Date,” for a conversion under Section 5(a) or 5(b)(ii) above, shall be the same date and just prior to the consummation of the Change of Control Transaction, and for a conversion under Section 5(b)(i) above, shall be the date specified in the Conversion Notice delivered by the Holder with respect to a conversion of the Note under such section. As of the applicable Conversion Date and at such time as the conversion has been effected as required by this Note, this Note shall be cancelled, shall no longer accrue interest hereunder and shall be deemed of no further force or effect (other than with respect to the Holder’s rights to receive Conversion Shares in accordance with Section 5(d), the Holder’s rights to payment of an remaining principal amount and accrued interest, if any, under Section 5(e), and the Holder’s rights with respect to a default by Borrower under this Note as set forth in Section 14).

     (d) Delivery of Conversion Shares, Adjustments.

     (i) Delivery of Conversion Shares. Not later than five Trading Days after the Conversion Date (or the date on which the Second Change of Control Notice was delivered for a conversion under Sections 5(a) or 5(b)(ii))(the “Note Delivery Date”), the Holder shall deliver this Note to Borrower (or its successor) for cancellation and not later than three Trading Days after the Note Delivery Date, Borrower (or its successor) shall deliver to the Holder, or to such nominee as the Borrower shall be directed thereby, a certificate representing the number of Conversion Shares being issued upon the conversion of this Note (a “New Certificate”); provided, however, that in the event of conversion pursuant to Section 5(a) or 5(b)(ii), the Holder shall be entitled to receive, in addition to or in lieu of such New Certificate, the consideration paid (if any) to holders of Common Stock in connection with such Change of Control Transaction, with such payment to be made in accordance with the payment and/or exchange procedures applicable to the holders of Borrower’s Common Stock in connection with such Change of Control Transaction..

     (ii) Surrender of Notes. Surrender of this Note shall be made by sending it to the Borrower by overnight mail and the date of surrender shall be deemed to be the day on which this Note is placed in overnight mail by the Holder. By accepting this Note, the Holder agrees to take all reasonable actions required by it to surrender this Note in accordance with the Note’s terms upon any conversion hereunder. Borrower agrees that upon a conversion of this Note for capital stock of the Borrower (or Borrower’s successor in connection with a Change of Control Transaction) the Holder shall be the beneficial owner of such shares of capital stock (and/or other securities if the shares are linked or coupled with other securities), as of the Conversion Date with respect to rights provided to holders of such securities under Borrower’s (or Borrower’s successor in connection with a Change of Control Transaction) certificate of incorporation and by-laws (or other governing documents), as then in effect.

     (iii) Stock Splits, etc. In case Borrower shall, after the Original Issue Date (i) subdivide or split its outstanding shares of Common Stock into a greater number of shares or issue additional             shares of Common Stock for no consideration as a stock dividend, (ii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Conversion Shares receivable upon conversion

of this Note immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares or other securities of Borrower which it would have owned or have been entitled to receive had this Note been converted in advance thereof. Upon each such adjustment of the kind and number of Conversion Shares or other securities of Borrower which are receivable hereunder, the Holder shall thereafter be entitled to receive the number of Conversion Shares or other securities resulting from such adjustment at an Applicable Conversion Price obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of Conversion Shares receivable upon conversion of $1,000 of Notes pursuant hereto immediately prior to such adjustment and dividing such product by the number of Conversion Shares or other securities of Borrower that are receivable upon conversion of $1,000 of Notes pursuant hereto immediately after such adjustment (as if the Note were convertible at the Applicable Conversion Price at the time of such adjustment), and such adjustment(s) shall be made with respect to the Maximum Conversion Price and Minimum Conversion Price from and after an adjustment to the Applicable Conversion Price under Section 14 resulting from the non-occurrence of a Change of Control Transaction prior to the Reset Date, provided that no such adjustment shall be made to such previously adjusted Applicable Conversion Price. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event.

     (iv) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets; Offerings of Property to Common Stock Holders. Subject to the automatic conversion provisions of Sections 5(a) and 5(b)(ii), in case the Borrower shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Borrower is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Borrower), or sell, transfer or otherwise dispose of its property, assets or business to another entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity (“Other Property”), are to be received by or distributed to the holders of Common Stock of the Borrower, then the Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring entity, or Common Stock of the Borrower if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which the Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring entity (if other than the Borrower) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Note and the Purchase Agreement to be performed and observed by the Borrower and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Borrower) in order to provide for adjustments of Conversion Shares for which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(d)(iv). For purposes of this Section 5(d)(iv), “common stock of the successor or acquiring entity” shall include equity of such entity of any class which is not preferred as to dividends or assets over any other class of equity of such entity and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such equity, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such equity. The foregoing provisions of this Section 5(d)(iv) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets. If an event occurs of the type contemplated by Section 5(d)(iii) or this Section 5(d)(iv) that is not expressly provided for by such provisions, then the Borrower’s board of directors shall make an appropriate adjustment in the Applicable Conversion Price so as to protect the rights of the Holder of this Note.

     (v) Distributions. If Borrower, at any time while the Notes are outstanding, shall distribute to all holders of Common Stock evidences of its indebtedness, assets or rights or warrants to subscribe for or purchase any security, then in each such case the Holder hereof shall be entitled, upon conversion of this

Note pursuant to its terms, to receive such portion of such assets, evidence of indebtedness, rights or warrants so distributed as the Holder would have been entitled to receive if this Note had been converted at the Applicable Conversion Price in a conversion pursuant to Section 5 (and without regard for the requirement of a Change of Control Transaction under Section 5(a) or 5(b)(ii)) as of the date of distribution of such indebtedness, assets or rights or warrants. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective as of the record date with respect to such distribution (or the date of distribution, if there shall be no record date).

     (e) Limitation on Issuance of Conversion Shares. Notwithstanding anything to the contrary set forth in this Note, upon a conversion of this Note individually or the Notes in the aggregate, pursuant to their terms, in no event shall the Borrower be required to issue Common Stock (or securities convertible into or exercisable for Common Stock) to the extent that such issuance would be in excess of 19.9% of the Common Stock or voting power of all voting equity securities of the Borrower then outstanding as of such Conversion Date, as such matters are governed by Rule 4350(i)(D) of the Rules of Nasdaq, as amended or replaced from time to time. To the extent that the conversion of principal and accrued but unpaid interest hereunder shall have been limited by this Section 5(e), then such unconverted principal and interest shall remain outstanding under this Note and interest shall continue to be paid as provided in Section 2 above, with any remaining principal amount of this Note being due and payable without the necessity of notice, presentment or demand on the Maturity Date.

     6. Subordination. (a) The obligations arising under this Note shall be and hereby are subordinated to the Senior Debt, whether now or hereafter incurred or owed by the Borrower to the Senior Debt Holders. Notwithstanding the foregoing or in Section 6(b) hereof, interest may be paid hereunder as and when due and principal may be paid on the Maturity Date in cash so long as no default or event of default exists in respect of the Senior Debt would occur as the result of such payment. The Holder acknowledges and agrees that the obligations hereunder may not be voluntarily prepaid without the consent of the Senior Debt Holders. The Holders further acknowledge and agree that the obligations hereunder may not be paid in cash unless such payment is permitted by the terms of the Senior Debt Documents.

     (b) Without limiting the generality of the foregoing provisions of Section 6(a), so long as the Senior Debt shall be outstanding, the obligations arising under this Note shall be and hereby are subordinated to the full and final payment in cash of the Senior Debt on the terms and conditions set forth in this Section 6(b).

     The Borrower may not pay the principal of or cash interest on this Note if:

     (A) a default in the payment of the principal or interest on any Senior Debt occurs and is continuing or any other amount owing in respect of any Senior Debt is not paid when due (whether at maturity, by acceleration or otherwise); or

     (B) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms;

unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Debt has been satisfied in full; provided, however, that the Borrower shall pay all amounts outstanding on the Note without regard to the foregoing if the Borrower receives written notice approving such payment from the authorized representative of the Senior Debt with respect to which either of the events set forth in clause (A) or (B) of this sentence has occurred and is continuing.

     During the continuance of any default (other than a default described in clause (A) or (B) of the preceding sentence) with respect to any Senior Debt pursuant to which the maturity thereof may be accelerated immediately, or with the giving of notice and/or the expiration of any applicable grace periods, the Borrower may not pay the principal or cash interest on the Note for a period (a “Payment Blockage Period”) commencing upon the receipt by the Holder (with a copy to the Borrower) of written notice (a “Blockage Notice”) of such default from the authorized representative of such Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated:

     (X) by written notice to the Holder and the Borrower from the authorized representative of the Senior Debt that gave such Blockage Notice;

     (Y) by repayment in full in cash or cash equivalents of such Senior Debt; or

     (Z) because the default giving rise to such Blockage Notice is no longer continuing).

Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the preceding paragraph and in the immediately succeeding paragraph), unless the holders of such Senior Debt or the authorized representative of such holders shall have accelerated the maturity of such Senior Debt, the Borrower shall resume blocked payments of the Note after the end of such Payment Blockage Period.

     Not more than three Blockage Notices may be given in any period of 360 consecutive days, irrespective of the number of defaults with respect to Senior Debt during such period. In no event, however, may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any period of 360 consecutive days. For the purposes of this Section 6(b), no default or event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

     (c) The Holder will not take or omit to take any action or assert any claim with respect to the obligations hereunder or otherwise which is inconsistent with this Section 6(c). Without limiting the foregoing, so long as an event of the kind set forth in clause (A) or (B) of Section 6(b) has occurred and is continuing, the Holder will not assert, collect or enforce the obligations arising under this Note or any part thereof or take any action to foreclose or realize upon the obligations arising under this Note or any part thereof or enforce this Note except to the extent (but only to such extent) that the commencement of a legal action may be required to toll the running of any applicable statute of limitation, to defend any challenge to the validity of the obligations arising under this Note, or to file a proof of claim or to make a vote in a proceeding described in Section 6(f).

     (d) Until the Senior Debt is satisfied in full, the Holder will hold in trust and immediately pay over to the Collateral Trustee, for the benefit of the Senior Debt Holders, in the same form of payment received, with appropriate endorsements, for application to the Senior Debt any cash amount that the Borrower pays to the Holder with respect to this Note in contravention of Section 6(a) or Section 6(b) hereof. Subject to the irrevocable satisfaction in full of all Senior Debt, the Holder shall, to the extent of all payments or distributions made to the Collateral Trustee, for the benefit of the Senior Debt Holders, pursuant to this Section 6 which would otherwise be payable in respect of this Note, be subrogated to the rights of the Senior Debt Holders to receive payments or distributions of cash, properties or securities applicable to the Senior Debt until the principal of and interest on this Note shall be paid in full. For purposes of such subrogation, no payments or distributions to the Collateral Trustee, for the benefit of the Senior Debt Holders, of any cash, property or securities to which the Holder would be entitled except for the provisions of this Section 6, and no payment over to the Collateral Trustee, for the benefit of the Senior Debt Holders, pursuant to this Section 6 by the Holder as between the Borrower, its creditors (other than the Senior Debt Holders) and the Holder, shall be deemed to be a payment by the Borrower to or on account of the Senior Debt.

     (e) If the Holder, in contravention of the terms of this Section 6, shall commence, prosecute or participate in any suit, action or proceeding against the Borrower, then the Collateral Trustee or the Administrative Agent, for the benefit of the Senior Debt Holders may intervene and interpose as a defense or plea the provisions of this Section 6. If the Holder, in contravention of the terms of this Section 6, shall attempt to collect any amounts owing under this Note or to enforce this Note, then the Collateral Trustee or Administrative Agent, for the benefit of the Senior Debt Holders may, by virtue of this Section 6, restrain the enforcement thereof in the name of the Collateral Trustee or Administrative Agent, for the benefit of the Senior Debt Holders. If the Holder, in contravention of the terms of this Section 6, obtains any cash or other assets of the Borrower as a result of any administrative, legal or equitable actions, or otherwise, the Holder agrees forthwith to pay, deliver and assign to the Collateral Trustee or the Administrative Agent, for the account of the Senior Debt Holders, with appropriate

endorsements, any such cash for application to the Senior Debt and any such other assets as collateral for the Senior Debt.

     (f) At any meeting of creditors of the Borrower or in the event of any case or proceeding, voluntary or involuntary, for the distribution, division or application of all or part of the assets of the Borrower or the proceeds thereof, whether such case or proceeding be for the liquidation, dissolution or winding up of the Borrower or its business, a receivership, insolvency or bankruptcy case or proceeding, an assignment for the benefit of creditors or a proceeding by or against the Borrower for relief under federal Bankruptcy Law or any other bankruptcy, reorganization or insolvency law or any other law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, composition or extension or marshalling of assets or otherwise, the Collateral Trustee is hereby irrevocably authorized at any such meeting or in any such proceeding to receive or collect for the benefit of the Senior Debt Holders any cash or other assets of the Borrower distributed, divided or applied by way of dividend or payment, or any securities issued on account of any obligations arising under this Note (other than securities issued upon conversion of the Note in accordance with Section 5), and apply such cash to or to hold such other assets or securities as collateral for the Senior Debt, and to apply to the Senior Debt any cash proceeds of any realization upon such other assets or securities that the Collateral Trustee in its discretion elects to effect, until all of the Senior Debt shall have been paid in full in cash, rendering to the Holder any surplus to which the Holder is then entitled.

     (g) Notwithstanding the foregoing provisions of clause (f), the Holder shall be entitled to receive and retain any securities of the Borrower or any other corporation or other entity provided for by a plan of reorganization or readjustment, the payment of which securities is subordinate, at least to the extent provided in this Section 6 with respect to this Note, to the payment of all Senior Debt outstanding at such time.

     (h) At any such meeting of creditors or in the event of any such case or proceeding, the Holder shall retain the right to vote and otherwise act with respect to this Note (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension), provided that the Holder shall not vote with respect to any such plan or take any other action in any way so as to contest (a) the validity of any Senior Debt or any collateral therefor or guaranties thereof, (b) the relative rights and duties of any Senior Debt Holders established in any instruments or agreements creating or evidencing any of the Senior Debt with respect to any of such collateral or guaranties or (c) the Holder’s obligations and agreements set forth in this Section 6.

     (i) The Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any waiver of any term of the Senior Debt or any extension or renewal of the Senior Debt.

     (j) The Holder and Borrower will not, at any time, modify any of the terms of this Section 6 without the prior written consent of the representatives of all of the Senior Debt outstanding at such time; nor will the Holder sell, transfer, pledge, assign, hypothecate or otherwise dispose of any or all of this Note to any person other than a person who agrees in a writing, satisfactory in form and substance to the Collateral Trustee, to succeed to the rights and to be bound by all of the obligations of the Holder hereunder; provided, that notwithstanding any non-compliance with this Section 6(j), any transferee, purchaser, pledgee or other beneficiary under this Note shall be bound by the subordination provisions set forth in this Section 6. In the case of any such disposition by the Holder, the Holder will notify the Collateral Trustee at least ten (10) days prior to the date of any of such intended disposition.

     (k) Nothing contained in this Section 6 shall impair, as between the Borrower and the Holder, the obligation of the Borrower to pay to the Holder all amounts payable in respect of this Note as and when the same shall become due and payable in accordance with the terms thereof (it being acknowledged by Holder that certain terms of this Section 6 may impair Borrower’s right and ability to do so), or prevent the Holder (except as expressly otherwise provided herein) from exercising all rights, powers and remedies otherwise permitted by this Note and by applicable law upon a default under this Note, all, however, subject to the rights of the Senior Debt Holders as set forth in Section 6 hereof. Nothing contained in this Section 6 shall impair the conversion of this Note in accordance with the terms hereof. The failure of the Borrower to make any payment with respect to this Note in accordance with its terms by reason of the operation of Section 6 hereof shall not be construed as preventing the occurrence of

an Event of Default under this Note. No provision of this Section 6 shall be deemed to subordinate, to any extent, any claim or right of the Holder to any claim against the Borrower by any creditor of the Borrower or any other person except to the extent expressly provided in this Section 6 with respect to the Senior Debt Holders.

     (l) The provisions of Section 6 hereof shall continue in full force and effect, and the obligations and agreements of the Holder and the Borrower hereunder shall continue to be fully operative, until all of the Senior Debt shall have been paid and satisfied in full and such payment and satisfaction shall be final and not avoidable. To the extent that the Borrower or any guarantor of or provider of collateral for the Senior Debt makes any payment on the Senior Debt that is subsequently invalidated, declared to be fraudulent or preferential or set aside or is required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or reorganization act, state or federal law, common law or equitable cause (such payment being hereinafter referred to as a “Voided Payment”), then to the extent of such Voided Payment, that portion of the Senior Debt that had been previously satisfied by such Voided Payment shall be revived and continue in full force and effect as if such Voided Payment had never been made. To the extent that the Holder has received any payments with respect to this Note subsequent to the date of the Collateral Trustee’s or any Senior Debt Holder’s initial receipt of such Voided Payment and such payments have not been invalidated, declared to be fraudulent or preferential or set aside or are required to be repaid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, the Holder shall be obligated and hereby agrees that any such payment so made or received shall be deemed to have been received in trust for the benefit of such Senior Debt Holder, and the Holder hereby agrees to pay to the Collateral Trustee for the benefit of such Senior Debt Holder, upon demand, the full amount so received by the Holder during such period of time to the extent necessary fully to restore to such Senior Debt Holder the amount of such Voided Payment. Upon the payment and satisfaction in full of all of the Senior Debt, which payment shall be final and not avoidable, the provisions of Section 6 hereof will automatically terminate without any additional action by any party hereto.

     (m) No right of any Senior Debt Holder to enforce the subordination provisions of this Note shall be limited in any way by any act or failure to act, by the Borrower or the Holder, or by any noncompliance by the Borrower with the terms of this Note, regardless of any knowledge thereof that any such Senior Debt Holder may have or be otherwise charged with.

     7. Reserved.

     8. Default and Remedies. (a) Any of the following events shall constitute an “Event of Default”:

     (i) Borrower’s failure to pay any principal or accrued interest evidenced by any Note when due in accordance with the terms of such Note;

     (ii) Borrower’s failure to deliver a New Certificate in accordance with the requirements of Section 5(d)(i);

     (iii) Borrower’s failure to comply with any other covenant or obligation arising under the Notes or the Purchase Agreement or in any other document executed or delivered in connection therewith (including the accuracy in all material respects of the representations and warranties made by the Borrower therein) that, if curable, is not cured or waived within 20 days after the occurrence of such failure; provided, however, that if the failure to comply with any such other covenant or obligation cannot by its nature be cured within the 20-day period or cannot, after diligent attempts by Borrower, be cured within such 20-day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed an additional 10 days) to attempt to cure such default, and within such reasonable time period the failure to cure such default shall not be deemed an Event of Default;

     (iv) Default under the terms of any other indebtedness of Borrower or any subsidiary of Borrower that is not cured or waived within any grace period applicable thereto;

     (v) The Borrower shall fail to have reserved and maintained a sufficient number of authorized shares of Common Stock to issue upon conversion of all outstanding Notes;

     (vi) The Common Stock shall fail to be listed or quoted for trading on any Trading Market for more than 10 consecutive Trading Days; or

     (vii) The occurrence of any Bankruptcy Event.

     (b) If an Event of Default shall occur and be continuing, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) shall become immediately due and payable without any further action on the part of the Holder, and the Borrower shall, upon receipt of written request therefore from the Holder of this Note, immediately thereafter pay to such Holder all amounts due and payable with respect thereto, subject to the Holder’s right to convert the Note pursuant to Section 5(b)(i).

     (c) Subject to Section 6 hereof, if the Borrower shall fail to issue and deliver pursuant to Section 5(d) a New Certificate to the Holder for the number of shares of Common Stock to which the Holder is entitled upon the conversion of this Note, and if after the date on which such shares were required to be delivered pursuant to Section 5(d) but prior to delivery of such shares of Common Stock, the Holder purchases (in an open market transaction or otherwise) a number of shares of Common Stock equal to the number of shares subject to the conversion in order to deliver same in satisfaction of a sale by the Holder of the number of shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Borrower (a “Buy-In”), then the Borrower shall, within three (3) business days after the Holder’s request and provision of trade confirmations, pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Borrower’s obligation to deliver such New Certificate (and to issue such Common Stock) shall terminate.

     10. Cumulative Rights. In addition to the rights provided under Section 9, the Holder of this Note shall also have any other rights that such Holder may have been afforded under any contract or agreement at any time, and any other rights that such Holder may have pursuant to applicable law. No delay on the part of the Holder in the exercise of any power or right under this Note or under any other instrument executed pursuant hereto shall operate as a waiver thereof, nor shall a single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right.

     11. Waivers. Borrower waives presentment, demand for payment, notice of dishonor, protest and notice of protest with respect to this Note.

     12. Attorneys’ Fees and Costs. If there is an Event of Default, the Holder shall be entitled to receive and Borrower agrees to pay all costs of collection incurred by the Holder, including without limitation, reasonable attorney’s fees for consultation and suit.

     13. Treatment of Notes. Each Note issued pursuant to the Purchase Agreement or subsequently issued in replacement thereof shall rank pari passu with each other Note as to the payment of principal and interest. Further, this Note and any note subsequently issued in replacement hereof shall rank pari passu or senior as to the payment of principal and interest with all present and future indebtedness of the Borrower other than the Senior Debt and other indebtedness of the Borrower that is secured with any collateral thereof. The Holder agrees that any payments to the Holders of Notes, whether principal, interest or otherwise on account of such Notes (other than payments arising in connection with Events of Default that are not applicable to all Holders or payments made under Section 12), shall be made pro rata among holders of the Notes based upon the aggregate unpaid principal amount of the Notes.

     14. Certain Definitions. For purposes of this Note, the following terms shall have the indicated meanings:

     "Administrative Agent” means the Royal Bank of placecountry-regionCanada, acting in its capacity as Administrative Agent for the Senior Term Lenders and General Electric Capital Corporation, as administrative agent for the Senior Revolving Lenders.

     "Applicable Interest Rate” means (a) prior to the Reset Date, six percent (6.0%) per annum, and (b) commencing as of the Reset Date, nine percent (9.0%) per annum retroactively applied to the Original Issue Date.

     "Applicable Conversion Price” means (a) prior to the Reset Date, $20.00 (subject to adjustment as provided in Section 5(d)(iii)), and (b) commencing as of the Reset Date, the dollar amount calculated by multiplying the average closing price of a share of Common Stock over the five (5) Trading Day period ending on the Trading Day prior to the Reset Date as reported by the applicable Trading Market by 0.85 (provided that the product shall not be greater than $20.00 (the “Maximum Conversion Price”) nor less than $15.00 (the “Minimum Conversion Price”), as adjusted by Section 5(d)(iii)).

     "Bankruptcy Event” means any of the following events: (a) Borrower or any Significant Subsidiary (as such term is defined in Rule 1.02(s) of Regulation S-X of the Securities and Exchange Commission) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to Borrower or any Significant Subsidiary thereof; (b) there is commenced against Borrower or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement; (c) Borrower or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) Borrower or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) Borrower or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors; (f) Borrower or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (g) Borrower or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

     "Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.

     "Change of Control Transaction” means (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Borrower (including, for the avoidance of doubt, the sale of all or substantially all of the assets of the Borrower’s subsidiaries in the aggregate) to any person or group of related persons (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”, (ii) the approval by the holders of the Borrower’s capital stock of any plan or proposal to effect the liquidation, dissolution or winding up of the Borrower, (iii) any person or group of related persons shall become the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of the outstanding Common Stock representing more than 50% of the aggregate voting power of all classes of the voting securities of the Borrower or (iv) the consolidation, merger or other business combination of the Borrower with or into another person (other than (A) a consolidation, merger or other business combination in which holders of the Borrower’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, a majority of the combined voting power of the surviving entity or entities entitled to vote generally for the election of a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (B) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Borrower). For the avoidance of any doubt, consummation of the Esmark Transaction shall be deemed to constitute a “Change of Control Transaction” for which the consideration paid with respect to Borrower’s Common Stock exceeds the Applicable Conversion Price.

     "Collateral Trustee” shall mean Wilmington Trust Company, acting in its capacity as Collateral Trustee for the Senior Debt Holders, pursuant to the terms of the Security Documents, or its successor appointed in accordance with the terms thereof.

     "Conversion Shares” means, collectively, the shares of Common Stock into which the Notes are convertible in accordance with the terms hereof.

     "Esmark Transaction” means the transactions contemplated by any Agreement and Plan of Merger and Combination (or similarly-titled document) entered into now or hereafter by and among the Borrower, Esmark Incorporated and the other parties thereto, as such may be amended from time to time, or any similar transaction among the Borrower and Esmark Incorporated.

     "Fundamental Transaction” means the occurrence after the Original Issue Date of (a) any merger or consolidation of Borrower with or into another Person in which the stockholders of Borrower immediately prior to such transaction hold securities of the surviving entity representing less than a majority of the surviving entity’s combined voting power, (b) any sale of all or substantially all of Borrower’s assets in one or a series of related transactions, or (c) any share exchange pursuant to which the Common Stock is effectively converted into or exchanged for securities, cash or property of another entity.

     "Original Issue Date” shall mean March   , 2007.

     "Required Holders” means Holders of Notes constituting not less than 50% of the aggregate principal amount under all Notes then outstanding.

     "Reset Date” means January 1, 2008, subject to possible postponement as provided in Section 22 below.

     "Senior Debt” shall mean all principal, interest, fees, costs, enforcement expenses (including legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations created or evidenced by the Senior Debt Documents, or any prior, concurrent, or subsequent notes, instruments or agreements of indebtedness, liabilities or obligations of any type or form whatsoever relating thereto in favor of any of the Senior Debt Holders. Senior Debt shall expressly include any and all interest accruing or out of pocket costs or expenses incurred by a Senior Debt Holder after the date of any filing by or against the Borrower of any petition under the federal Bankruptcy Law or any other bankruptcy, insolvency or reorganization act regardless of whether any Senior Debt Holder’s claim therefor is allowed or allowable in the case or proceeding relating thereto.

     "Senior Debt Documents” means (i) The Amended and Restated Revolving Credit Agreement, dated as of July 8, 2005, among the Company, the lenders party thereto (the “Senior Revolving Lenders") and General Electric Capital Corporation, as administrative agent for such lenders, as the same may be amended, supplemented or otherwise modified, including any refinancing, refunding, replacement or extension thereof and whether by the same or any other lender or groups of lenders, and (ii) Term Loan Agreement, dated as of July 31, 2003, among the Company, the lenders party thereto (the “Senior Term Lenders") and The Royal Bank of Canada, as administrative agent for such lenders, as the same may be amended, supplemented or otherwise modified, including any refinancing, refunding, replacement or extension thereof and whether by the same or any other lender or groups of lenders; provided, however, that no such amendment, modification, refinancing, refunding, replacement or extension of any of the foregoing shall increase the principal amount outstanding (including without duplication the costs associated with such amendment, modification, refinancing, refunding, replacement or extension) thereof, and (iii) all documents, instruments, guarantees, evidences of indebtedness and collateral and security agreements, pledges, mortgages delivered in connection therewith, including, without limitation the guarantees of the Emergency Steel Loan Guarantee Board (the “Federal Guarantor") and the West Virginia Housing Development Fund (the “State Guarantor").

     "Senior Debt Holders” shall mean, collectively, the Senior Revolving Lenders, the Senior Term Lenders, the Federal Guarantor and the State Guarantor.

     "Trading Day” shall mean any day during which the Trading Market shall be open for business.

     "Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the New York Stock

Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin Board.

     15. Amendment. No amendment or other modification of this Note shall be effective unless such amendment or modification is in writing and signed by Borrower and the Holder; provided, however, that (x) any such amendment or modification signed by Borrower and the Holder shall be binding on all future holders of this Note, and (y) any such amendment or modification that (i) accelerates any scheduled payment or required prepayment date or accelerates the maturity date of this Note, (ii) increases the principal or interest rate or any premium on this Note, (iii) decreases the Conversion Price applicable to this Note, or (iv) amends the provisions of Section 13 or this Section 15 shall require the prior consent of the Required Holders.

     16. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, excluding conflict of law principles that would cause the application of laws of any other jurisdiction.

     17. Usury. All agreements between Borrower and the Holder, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid, to the Holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise, exceed the maximum amount permissible under applicable law. If, from any circumstances whatsoever, fulfillment of any provision of this Note, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder shall ever receive anything of value as interest or deemed interest by applicable law under this Note an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the principal amount owing under this Note or on account of any other indebtedness of Borrower to the Holder relating to this Note, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note, such excess shall be refunded to Borrower. In determining whether or not the interest paid or payable with respect to any indebtedness of Borrower to the Holder, under any specific contingency, exceeds the highest lawful rate, Borrower and the Holder shall, to the maximum extent permitted by applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) amortize, prorate, allocate and spread the total amount of interest throughout the full term of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof, and/or (iii) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by law. The terms and provisions of this Section shall control and supersede every other conflicting provision of all agreements between Borrower and the Holder.

     18. Notices. All notices and other communications (including payment) hereunder shall be in writing or by telecopy, and shall be deemed to have been duly made when delivered in person or sent by telecopy, same day or overnight courier, or 72 hours after having been deposited in the United States first class or registered or certified mail return receipt requested, postage prepaid. Notices shall be sent:

If to the initial Holder:

[                         ]

If to Borrower:
Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention: Chief Financial Officer
Facsimile: (304) 234-2261

     19. Successors and Assigns. Borrower shall not assign or delegate its obligations hereunder without the prior written consent of the Required Holders. The Holder may assign its rights hereunder to any Affiliate (as that term is defined in the Securities Act) or to any other person, subject in either case to applicable securities laws. The provisions of this Note shall be binding upon and shall inure to the benefit of any successors or assigns; provided, however, that any successor to Borrower or any surviving entity in a Fundamental Transaction shall (i) be deemed to have assumed all of the obligations of Borrower under this Note and the Purchase Agreement, and (ii) to issue to the Holder a new note of such successor entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amounts and the interest rates of this Note and having similar ranking to this Note, and satisfactory to the Required Holders (any such approval not to be unreasonably withheld or delayed). The provisions of this Section 19 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this Note.

     20. Severability. In the event any one or more of the provisions contained in this Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

     21. Business Days. If any payment of principal or interest on this Note shall become due on a Saturday, Sunday, or a public holiday under the laws of the State of West Virginia, such payment shall be made on the next succeeding business day and such extension of time shall be included in computing interest in connection with such payment.

     22. Postponement of Reset Date. If there shall have occurred, or there is expected to occur, an Esmark Registration Delay (as defined below), the Borrower shall provide written notice of such Esmark Registration Delay to the Holders no later than December 1, 2007, and the parties hereby agree that they shall mutually and reasonably discuss an appropriate postponement of the Reset Date to a date upon which the Esmark Transaction is reasonably expected to occur; provided, that any such postponement shall require the written consent of the Required Holders, which shall not be unreasonably withheld, and provided, further, that no such postponement shall extend the Reset Date to a date later than March 1, 2008. An “Esmark Registration Delay” shall mean that: (a) the Esmark Transaction has not occurred by January 1, 2008; (b) the Borrower and Esmark Incorporated have delivered written notice to the Holders of the Notes attesting the continued effectiveness of an agreement or agreements, the consummation of which pursuant to its or their terms, would result in consummation of the Esmark Transaction; (c) the Borrower has provided written assurance, reasonably satisfactory to the Holders, that it has not received any inquiries or proposals relating to, or entered into any negotiations with respect to, and that there has otherwise been no proposal made to the Borrower or its stockholders, by public announcement, written communication or otherwise, for a Change of Control Transaction other than the Esmark Transaction; and (d) the sole reason that the Esmark Transaction shall not have been consummated by January 1, 2008, pursuant to its terms, is the failure of any registration statement relating to the Esmark Transaction to have become effective, in each case where (i) the Borrower is not reasonably able to obtain the effectiveness of the registration statement in sufficient time to permit the consummation of the Esmark Transaction prior to January 1, 2008, and (ii) the failure of the registration statement to become effective is not the result of any act or failure to act by the Borrower.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Note numbered 2007-___on and as of the date first above written.

WHEELING-PITTSBURGH CORPORATION
By:
	Name:
	Title:

ANNEX A

NOTICE OF CONVERSION

     The undersigned hereby elects to convert the dollar amount of the Subordinated Convertible Note indicated below into shares of common stock, no par value per share (the “Common Stock”), of Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Borrower”), according to the conditions hereof and under Section 5(b)(i), as of the Date to Effect Conversion specified below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Borrower in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

     Additionally, the undersigned holder hereby tenders to the Borrower the original Note numbered 2007-     herewith.

Conversion calculations:

Date to Effect Conversion:

                                                                                 
Principal amount of Note to be Converted

                                                                                 
Accrued Interest to be Converted

                                                                                 
Number of shares of Common Stock to be Issued

                                                                                 
Applicable Conversion Price

[HOLDER]
By:
	Name:
	Title:

EX-10.28

Exhibit 10.28

Registration Rights Agreement

By and Among

Wheeling-Pittsburgh Corporation

And

the Investors set forth on the Signature Page hereto

March __, 2007

REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT, dated as of March ___, 2007 (the “Agreement”), is entered into by and among WHEELING-PITTSBURGH CORPORATION, a Delaware corporation (the “Company”), and each of the investors set forth on the signature pages hereto (an “Investor” and collectively, the “Investors”).

Recitals:

     A. The Company has sold, in compliance with Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), to certain accredited investors in a private placement transaction, convertible notes in a series with an aggregate principal amount of Fifty Million Dollars ($50,000,000) (the “Notes”), pursuant to a Note Purchase Agreement of even date herewith among the Company and the Investors (the “Note Purchase Agreement”);

     B. The Notes are convertible into shares (the “Conversion Shares”) of the Company’s Common Stock, as defined below, as provided in accordance with the terms of the Notes.

     C. It is a condition precedent to the consummation of the transactions contemplated by the Note Purchase Agreement that the Company provide for the rights set forth in this Agreement.

     D. Certain terms used in this Agreement are defined in Article 1 hereof.

Agreement

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE 1
Definitions

     “Affiliate” means any Person that directly or indirectly controls, or is under control with, or is controlled by such Person. As used in this definition, “control” (including with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

     “Business Day” means any day excluding Saturday, Sunday or any other day which is a legal holiday under the laws of the State of West Virginia or is a day on which banking institutions therein located are authorized or required by law or other governmental action to close.

     “Change of Control Transaction” shall have the meaning ascribed to such term in the Notes.

     “Closing Date” has the meaning ascribed to such term in the Note Purchase Agreement.

     “Common Stock” means the common stock, par value $0.001 per share, of the Company.

     “Company” has the meaning set forth in the preamble.

     “Demand Notice” has the meaning set forth in Section 2.3.

     “Designated Holders” means the Investors and any qualifying transferees of the Investors under Section 3.1 hereof who hold Registrable Securities.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “Indemnified Party” has the meaning set forth in Section 2.9.

     “Losses” has the meaning set forth in Section 2.9.

     “Majority Holders” means those Designated Holders holding a majority of the Registrable Securities then outstanding.

     “Note Purchase Agreement” has the meaning set forth in the recitals.

     “Person” means any individual, company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

     “Piggyback Registration” has the meaning set forth in Section 2.4.

     “Investors” has the meaning set forth in the preamble.

     “Purchase Price” has the meaning ascribed to such term in the Note Purchase Agreement.

     “Registrable Securities” means, subject to the immediately following sentence, (i) any Conversion Shares acquired by or that may be issued to the Investors from the Company pursuant to the conversion of the Notes in accordance with the terms thereof (whether at the option of the Holder or following a Change of Control Transaction), and (ii) any shares of Common Stock or other securities issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or similar transaction (including, without limitation, a Change of Control Transaction). In addition, any particular shares of Common Stock constituting Registrable Securities will cease to be Registrable Securities when they (x) have been effectively registered under the Securities Act and disposed of in accordance with a Registration Statement covering them, (y) have been sold to the public pursuant to Rule 144 (or by similar provision under the Securities Act), or (z) are eligible for resale under Rule 144(k) (or by similar provision under the Securities Act) without any limitation on the amount of securities that may be sold under paragraph (e) thereof.

     “Registration Statement” means, with respect to Section 2.2(a), a registration statement on Form S-4, and with respect to this Agreement generally a registration statement on Form S-3 (or, if the Company is not eligible to use Form S-3, such other appropriate registration form of the SEC pursuant to which the Company is eligible to register the resale of Registrable Securities), in each case filed by the Company under the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement, which shall permit the Investors to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, the Registrable Securities.

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     “register,” “registered” and “registration” each shall refer to a registration effected by preparing and filing a registration statement or statements or similar documents in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement(s) or documents by the SEC.

     “Representatives” has the meaning set forth in Section 2.9.

     “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

     “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

     “SEC” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

ARTICLE 2
Registration Rights

     2.1 Current Public Information. The Company covenants that it will use its best efforts to file all reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder, and will use its best efforts to take such further action as the Designated Holders may reasonably request, all to the extent required to enable the Designated Holders to sell Registrable Securities pursuant to Rule 144 or Rule 144A adopted by the SEC under the Securities Act or any similar rule or regulation hereafter adopted by the SEC. The Company shall, upon the request of a Designated Holder, deliver to such Designated Holder a written statement as to whether it has complied with such requirements during the twelve month period immediately preceding the date of such request.

     2.2 Registration in Connection with a Change in Control Transaction.

          (a) If the Investors receive any Registrable Securities in connection with the consummation of a Change of Control Transaction, and in connection with such transaction the Company or the other Person that is a party to such Change of Control Transaction prepares and files with the SEC a Registration Statement on Form S-4 to register the securities issued or issuable in connection with such Change of Control Transaction, (i) the Company shall send to each Investor written notice of the intended filing of such Registration Statement, and (ii) the Company shall include all Registrable Securities held by the Investors in such Registration Statement. The Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Designated Holders of any and all Registrable Securities. The Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible.

          (b) If for any reason the SEC does not permit all of the Registrable Securities to be included in a Registration Statement filed pursuant to Section 2.2(a) or Section 2.3 below or for any other reason all Registrable Securities then outstanding are not then included in such an effective Registration Statement, then the Company shall prepare and file as soon as reasonably possible after the date on which the SEC shall indicate as being the first date or time that such filing may be made an additional

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Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Designated Holders of any and all Registrable Securities. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire period beginning on its effective date and ending on the date on which all Registrable Securities have ceased to be Registrable Securities.

     2.3 Demand Registration. In addition to the registration obligations of the Company set forth in Section 2.2 herein, the following provisions shall apply:

          (a) Subject to Section 2.3(h), upon the written request of the Majority Holders, requesting that the Company effect the registration under the Securities Act of all or part of such Designated Holders’ Registrable Securities (provided that such request relates to at least a majority of the Registrable Securities then outstanding) and specifying the intended method of disposition thereof (the “Demand Notice”), the Company will promptly give written notice of such requested registration to all Designated Holders, and thereupon the Company will use its best efforts to file with the SEC as soon as reasonably practicable following the Demand Notice (but in no event later than the date that is 90 days after the Demand Notice) a Registration Statement. The Company shall use its best efforts to cause such Registration Statement to be declared effective by the SEC within 90 days after the initial filing of the Registration Statement. The Company shall include in such Registration Statement:

     (i) the Registrable Securities which the Company has been so requested to be registered by such Designated Holders for disposition in accordance with the intended method of disposition stated in such request;

     (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); and

     (iii) all shares of Common Stock which the Company or Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.3;

all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided, that, the provisions of this Section 2.3 shall not require the Company to effect more than two registrations of Registrable Securities.

          (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to effect a registration pursuant to this Section 2.3 within 180 days following the effective date of a registration statement filed by the Company in accordance with Sections 2.2, 2.3 or 2.4 for the account of another Designated Holder of Registrable Securities if the Designated Holders were afforded the opportunity to include the Registrable Securities in such registration.

          (c) The registrations under this Section 2.3 shall be on an appropriate Registration Statement that permits the disposition of such Registrable Securities in accordance with the intended methods of distribution specified by the Majority Holders in their request for registration. The Company

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agrees to include in any such Registration Statement all information which Designated Holders of Registrable Securities being registered shall reasonably request to effect the registration.

          (d) A registration requested pursuant to this Section 2.3 shall not be deemed to have been effected (i) unless a Registration Statement with respect thereto has become effective; provided, that a Registration Statement which does not become effective after the Company has filed a Registration Statement with respect thereto solely by reason of the refusal to proceed of the Majority Holders (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) or because of a breach of this Agreement by any Designated Holder shall be deemed to have been effected by the Company at the request of the Majority Holders unless the Designated Holders electing to have Registrable Securities registered pursuant to such Registration Statement shall have elected to pay all fees and expenses otherwise payable by the Company in connection with such registration pursuant to Section 2.8, (ii) if, after it has become effective, such registration is withdrawn by the Company (other than at the request of the Majority Holders) or interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason prior to the expiration of a 180 day period following such Registration Statement’s effectiveness, or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than due solely to some act or omission by the Designated Holders electing to have Registrable Securities registered pursuant to such Registration Statement.

          (e) If a requested registration pursuant to this Section 2.3 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each Designated Holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering within a price range reasonably acceptable to the Company and to the holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, the Registrable Securities which have been requested to be included in such registration by the Designated Holders pursuant to this Agreement (pro rata based on the amount of Registrable Securities sought to be registered by such Persons), (ii) second, provided that no securities sought to be included by the Designated Holders have been excluded from such registration, the securities of other Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by such Persons) and (iii) third, securities the Company proposes to register.

          (f) The Company shall use its best efforts to keep any Registration Statement filed pursuant to this Section 2.3 continuously effective (i) for a period of two years after the Registration Statement first becomes effective, plus the number of days during which such Registration Statement was not effective or usable pursuant to Sections 2.6(e) or 2.6(i); or (ii) if such Registration Statement related to an underwritten offering, for such period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. In the event the Company shall give any notice pursuant to Sections 2.6(e) or (i), the additional time period mentioned in Section 2.3(f)(i) during which the Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Sections 2.6(e) or (i) to and including the date when each seller of a Registrable Security covered by the Registration Statement shall have received the copies of the supplemented or amended prospectus contemplated by Sections 2.6(e) or (i).

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          (g) The Company shall have the right at any time, to suspend the filing of a Registration Statement under this Section 2.3 or require that the Designated Holders of Registrable Securities suspend further open market offers and sales of Registrable Securities pursuant to a Registration Statement filed hereunder for a period not to exceed an aggregate of 30 days in any six month period or an aggregate of 60 days in any twelve-month period for valid business reasons (not including avoidance of their obligations hereunder) (i) to avoid premature public disclosure of a pending corporate transaction, including pending acquisitions or divestitures of assets, mergers and combinations and similar events; (ii) upon the occurrence of any of the events specified in Section 2.6(e), until the time that the Designated Holders receive copies of a supplement or amendment to the prospectus included in the applicable Registration Statement as contemplated in Section 2.6(e); and (iii) upon the occurrence of any of the events specified in Section 2.6(i), until the time the Company notifies the Designated Holders in writing that such suspension is no longer effective.

          (h) The right of Designated Holders to register Registrable Securities pursuant to this Section 2.3 is only exercisable if the Registrable Securities were not included in the Registration Statement contemplated by Section 2.2 or such Registration Statement otherwise becomes unusable (other than due solely to some act or omission by the Designated Holders electing to have Registrable Securities registered pursuant to such Registration Statement) or ineffective and the Company is not able to correct the misstatements, have the applicable stop order rescinded or otherwise restore the effectiveness of the Registration Statement as contemplated by this Agreement.

     2.4 Piggyback Registration.

          (a) Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a registration pursuant to Section 2.2 or Section 2.3 or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities, whether or not for sale for its own account, the Company will give prompt written notice (but in no event less than 30 days before the anticipated filing date) to all Designated Holders (other than Designated Holders all of whose Registrable Securities are then covered by an effective Registration Statement), and such notice shall describe the proposed registration and distribution and offer to all such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the Designated Holders’ receipt of the Company’s notice (a “Piggyback Registration”).

          (b) The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering involving a Piggyback Registration to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof.

          (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.4 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.4(e) hereof), the Company shall not be required to reimburse such Designated Holder for the fees and expenses referred to in Section 2.8 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective.

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          (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and Designated Holders requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, and (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (iii) third, the securities which the Company proposes to register.

          (e) If, as a result of the proration provisions of this Section 2.4, any Designated Holder shall not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holder has requested to be included, such holder may elect to withdraw his request to include Registrable Securities in such registration.

          (f) The right of the Designated Holders to register Registrable Securities pursuant to this Section 2.4 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement.

     2.5 Underwriting.

          (a) In the event that one or more Designated Holders elect to dispose of Registrable Securities under a Registration Statement pursuant to an underwritten offering or a requested registration pursuant to Section 2.3 involves an underwritten offering, the managing underwriter or underwriters shall be selected by the holders of a majority (by number of shares) of the Registrable Securities to be sold in the underwritten offering or requested to be included in such Registration Statement and shall be reasonably acceptable to the Company. In connection with any such underwritten offering, the Company shall take all such reasonable actions as are required by the managing underwriters in order to expedite and facilitate the registration and disposition of the Registrable Securities, including the Company causing appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such managing underwriters with respect to such underwritten offering.

          (b) All Designated Holders proposing to distribute their Registrable Securities through an underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwritten offering.

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     2.6 Registration Procedures. The Company will use its best efforts to effect the registration of Registrable Securities pursuant to this Agreement in accordance with the intended methods of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

          (a) before filing the Registration Statement, the Company will furnish to any counsel selected by the holders of a majority of the Registrable Securities a copy of such Registration Statement, and will provide such counsel with all written correspondence with the SEC regarding the Registration Statement;

          (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the periods provided for in Section 2.2 and Section 2.3, or the periods contemplated by the Company or the Persons requesting any Registration Statement filed pursuant to Section 2.4;

          (c) furnish to each Designated Holder selling such Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Designated Holder;

          (d) use its best efforts to register or qualify such Registrable Securities under such other state securities or blue sky laws as the selling Designated Holders selling such Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or reasonably advisable to enable such Designated Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Designated Holder and to keep each such registration or qualification (or exemption therefrom) effective during the period which the Registration Statement is required to be kept effective (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

          (e) notify each Designated Holder selling such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in the Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such Designated Holder, the Company will as soon as possible prepare and furnish to such Designated Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

          (f) cause all such Registrable Securities to be listed or quoted on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted and, if not so listed, to be approved for trading on any automated quotation system of a national securities association on which similar securities of the Company are quoted;

          (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

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          (h) enter into such customary agreements (including underwriting agreements containing customary representations and warranties) and take all other customary and appropriate actions as the holders of a majority of the Registrable Securities being sold or the managing underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

          (i) notify each Designated Holder of any stop order issued or threatened by the SEC;

          (j) otherwise comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (k) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such Registration Statement for sale in any jurisdiction, the Company will use its best efforts to promptly obtain the withdrawal of such order;

          (l) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.3, obtain one or more comfort letters, dated the effective date of the Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, signed by the Company’s independent public accountants in customary form and covering such matter of the type customarily covered by comfort letters in similar transactions;

          (m) with respect to an underwritten offering pursuant to any Registration Statement filed under Section 2.3, obtain a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement and, if required by the managing underwriters, dated the date of the closing under the underwriting agreement, with respect to the Registration Statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions in similar transactions;

          (n) subject to execution and delivery of mutually satisfactory confidentiality agreements, make available at reasonable times for inspection by each Designated Holder selling such Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to the Registration Statement, and any attorney, accountant or other agent retained by such Designated Holder or any such managing underwriter, during normal business hours of the Company at the Company’s corporate office in Wheeling, Pennsylvania and without unreasonable disruption of the Company’s business or unreasonable expense to Company and solely for the purpose of due diligence with respect to the Registration Statement, legally disclosable, financial and other records and pertinent corporate documents of the Company and its subsidiaries reasonable requested by such Persons, and cause the Company’s employees to, and request its independent accountants to, supply all similar information reasonably requested by any such Person, as shall be reasonably necessary to enable them to exercise their due diligence responsibility;

          (o) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers; and

          (p) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

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     2.7 Conditions Precedent to Company’s Obligations Pursuant to this Agreement. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article 2 with respect to the Registrable Securities of any Designated Holder that such Designated Holder shall timely furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of distribution of such securities as shall reasonably be required to effect the registration of such Designated Holder’s Registrable Securities.

     2.8 Fees and Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement including, without limitation, all registration and filing fees payable by the Company, fees and expenses of compliance by the Company with securities or blue sky laws, printing expenses of the Company, messenger and delivery expenses of the Company, and fees and disbursements of counsel for the Company and all independent certified public accountants of the Company, and other Persons retained by the Company will be borne by the Company, and the Company will pay its internal expenses (including, without limitation, all salaries and expenses of the Company’s employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance of the Company and the expenses and fees for listing or approval for trading of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on any automated quotation system of a national securities association on which similar securities of the Company are quoted. Without limitation of the provisions of Section 18 of the Note Purchase Agreement and in addition thereto, in connection with any Registration Statement filed hereunder, the Company will pay the reasonable fees and expenses of a single counsel retained by the Designated Holders of a majority (by number of shares) of the Registrable Securities requested to be included in such Registration Statement. The Company shall have no obligation to pay any underwriting discounts or commissions attributable to the sale of Registrable Securities and any of the expenses incurred by any Designated Holder which are not payable by the Company, such costs to be borne by such Designated Holder or Holders, including, without limitation, underwriting fees, discounts and expenses, if any, applicable to any Designated Holder’s Registrable Securities; fees and disbursements of counsel or other professionals that any Designated Holder may choose to retain in connection with a Registration Statement filed pursuant to this Agreement (except as otherwise provided herein); selling commissions or stock transfer taxes applicable to the Registrable Securities registered on behalf of any Designated Holder; any other expenses incurred by or on behalf of such Designated Holder in connection with the offer and sale of such Designated Holder’s Registrable Securities other than expenses which the Company is expressly obligated to pay pursuant to this Agreement.

     2.9 Indemnification.

          (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Designated Holder and its general or limited partners, officers, directors, members, managers, employees, advisors, representatives, agents and Affiliates (collectively, the “Representatives”), and each underwriter, if any, and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act), from and against any loss, claim, damage, liability, reasonable attorney’s fees, cost or expense and costs and expenses of investigating and defending any such claim (collectively, the “Losses”), joint or several, and any action in respect thereof to which such Designated Holder or its Representatives may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereto) arise out of or are based upon (i) any breach by the Company of any of its representations, warranties or covenants contained in this Agreement, (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus or preliminary or summary prospectus or any amendment or supplement thereto or (iii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company shall reimburse each such Designated Holder and its Representatives for any reasonable legal or any other

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expenses incurred by them in connection with investigating or defending or preparing to defend against any such Loss, action or proceeding; provided, however, that the Company shall not be liable to any such Designated Holder or other indemnitee in any such case to the extent that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission, made in such Registration Statement, any such prospectus or preliminary or summary prospectus or any amendment or supplement thereto, in reliance upon, and in conformity with, written information prepared and furnished to the Company by any Designated Holder or its Representatives expressly for use therein and, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to the Registration Statement, to the extent that a prospectus relating to the Registrable Securities was required to be delivered by such Designated Holder under the Securities Act in connection with such purchase, there was not sent or given to such Person, at or prior to the written confirmation of the sale of such Registrable Securities to such Person, a copy of the final prospectus that corrects such untrue statement or alleged untrue statement or omission or alleged omission if the Company had previously furnished copies thereof to such Designated Holder or (y) use of a Registration Statement or the related prospectus during a period when a stop order has been issued in respect of such Registration Statement or any proceedings for that purpose have been initiated or use of a prospectus when use of such prospectus has been suspended pursuant to Sections 2.6(e) or (i); provided that in each case, that such Holder received prior written notice of such stop order, initiation of proceedings or suspension from the Company. In no event, however, shall the Company be liable for indirect, incidental or consequential or special damages of any kind; provided, that each Holder shall be entitled to reimbursement from the Company for any out-of-pocket losses actually incurred by such Holder to the extent that such Holder suffers such losses as a result of such Holder’s inability to make delivery of sold securities due to the Company’s breach of its commitment to provide timely notice as required by Sections 2.6(e) or (i).

          (b) In connection with the filing of the Registration Statement by the Company pursuant to this Agreement, the Designated Holders will furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement and the related prospectus and, to the fullest extent permitted by law, each such Designated Holder will indemnify and hold harmless the Company and its Representatives, and each underwriter, if any, and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act), from and against any Losses, severally but not jointly, and any action in respect thereof to which the Company and its Representatives may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) the purchase or sale of Registrable Securities during a suspension as set forth in Section 2.6(e) or Section 2.6(i) in each case after receipt of written notice of such suspension, (ii) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, prospectus or preliminary or summary prospectus or any amendment or supplement thereto, or (iii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but, with respect to clauses (ii) and (iii) above, only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus or preliminary or summary prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information prepared and furnished to the Company by such Designated Holder expressly for use therein or by failure of such Designated Holder to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto, and such Designated Holder will reimburse the Company and each Representative for any reasonable legal or any other expenses incurred by them in connection with investigating or defending or preparing to defend against any such Loss, action or proceeding; provided, however, that such Designated Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus or amendment or supplement thereto, such Designated Holder has furnished in writing to the Company information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading information

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previously furnished to the Company. The obligation of each Designated Holder to indemnify the Company and its Representatives shall be limited to the net proceeds received by such Designated Holder from the sale of Registrable Securities under such Registration Statement. In no event, however, shall any Designated Holder be liable for indirect, incidental or consequential or special damages of any kind.

          (c) Promptly after receipt by any Person in respect of which indemnity may be sought pursuant to Section 2.9(a) or 2.9(b) (an “Indemnified Party”) of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the Person against whom such indemnity may be sought (an “Indemnifying Party”), promptly notify the Indemnifying Party in writing of the claim or the commencement of such action; provided, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which it may have to an Indemnified Party under Section 2.9(a) or 2.9(b) except to the extent of any actual prejudice resulting therefrom. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, that the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party and its Representatives who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, but the fees and expenses of such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the written opinion of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnifying Party shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding other than the payment of monetary damages by the Indemnifying Party on behalf of the Indemnified Party. Whether or not the defense of any claim or action is assumed by the Indemnifying Party, such Indemnifying Party will not be subject to any liability for any settlement made without its written consent, which consent will not be unreasonably withheld.

          (d) If the indemnification provided for in this Section 2.9 is unavailable to the Indemnified Parties in respect of any Losses referred to herein notwithstanding that this Section 2.9 by its terms provides for indemnification in such case, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Designated Holders on the other from the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Company on the one hand and the Designated Holders on the other in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each Designated Holder on the other shall be determined by reference to, among other

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things, whether any action taken, including any untrue or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

          The Company and the Designated Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Losses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.9, no Designated Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Designated Holder were offered to the public exceeds the amount of any Losses which such Designated Holder has otherwise paid by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Each Designated Holder’s obligations to contribute pursuant to this Section 2.9 is several in the proportion that the proceeds of the offering received by such Designated Holder bears to the total proceeds of the offering received by all the Designated Holders. The indemnification provided by this Section 2.9 shall be a continuing right to indemnification with respect to sales of Registrable Securities and shall survive the registration and sale of any Registrable Securities by any Designated Holder and the expiration or termination of this Agreement. The indemnity and contribution agreements contained herein are in addition to any liability that any Indemnifying Party might have to any Indemnified Party.

     2.10 Participation in Registrations.

          (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement.

          (b) Each Person that is participating in any registration under this Agreement agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.6(e) or Section 2.6(i) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement and all use of the Registration Statement or any prospectus or related document until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 2.6(e) or Section 2.6(i) and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Designated Holder’s possession of such documents at the time of receipt of such notice. Furthermore, each Designated Holder agrees that if such Designated Holder uses a prospectus in connection with the offering and sale of any of the Registrable Securities, the Designated Holder will use only the latest version of such prospectus provided by Company.

     2.11 Compliance. With respect to any registration under this Agreement, each Designated Holder shall comply in all material respects with all applicable securities and other laws, rules and regulations, including but not limited to all rules and regulations of the SEC, the National Association of

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Securities Dealers and any securities exchange or quotation service on which the Company’s securities are listed or quoted.

ARTICLE 3
Transfers of Certain Rights

     3.1 Transfer. The rights granted to the Investors under this Agreement may be transferred, subject to the provisions of Sections 3.2 and 3.3; provided that nothing contained herein shall be deemed to permit an assignment, transfer or disposition of the Registrable Securities in violation of applicable law.

     3.2 Transferees. Any transferee to whom rights under this Agreement are transferred shall, before and as a condition to such transfer, deliver to the Company a written instrument (i) stating the name and address of the transferor and the transferee and the number of Registrable Securities with respect to which the rights are intended to be transferred, and (ii) by which such transferee agrees to be bound by the obligations imposed upon the Investors under this Agreement to the same extent as if such transferee were a Investor hereunder.

     3.3 Subsequent Transferees. A transferee to whom rights are transferred pursuant to this Section 3 may not again transfer such rights to any other Person, other than as provided in Sections 3.1 or 3.2 above.

ARTICLE 4
Miscellaneous

     4.1 Recapitalizations, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the Registrable Securities, (ii) any and all shares of Common Stock into which the Registrable Securities are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

     4.2 No Inconsistent Agreements. The Company has not and shall not enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Investors in this Agreement. The parties acknowledge and agree that the Company may grant registration rights hereafter, which shall be pari passu with the registration rights of the Investors, and shall not be deemed to conflict with this covenant.

     4.3 Amendments and Waivers. The provisions of this Agreement may be amended and the Company may take action herein prohibited, or omit to perform any act herein required to be performed by it, if, but only if, the Company has obtained the written consent of Designated Holders of at least a majority of the Registrable Securities then in existence.

     4.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only

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to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

     4.5 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     4.6 Notices. Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications shall be:

     If to the Company:

Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, WV 26003
Attention:
Facsimile: (304) 234-2261

     With a copy to:

McGuireWoods LLP
625 Liberty Avenue, 23^rd Floor
Pittsburgh, PA 15222
Facsimile:
Attention: Scott E. Westwood, Esq.

     If to any Investor, at the address on such Investor’s signature page hereto

Each party shall provide notice to the other party of any change in address.

     4.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws rules or provisions.

     4.8 Forum; Service of Process. Any legal suit, action or proceeding brought by the Company, Investors, any other Designated Holders, any Person entitled to indemnification or contribution hereunder, or any of their respective Affiliates arising out of or based upon this Agreement shall be instituted exclusively in any federal or state court in the State of Wisconsin, and each such Person irrevocably waives any objection which it may now or hereafter have to the laying of venue or any such proceeding, and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding.

     4.9 Captions. The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

     4.10 No Prejudice. The terms of this Agreement shall not be construed in favor of or against any party on account of its participation in the preparation hereof.

15

     4.11 Words in Singular and Plural Form. Words used in the singular form in this Agreement shall be deemed to import the plural, and vice versa, as the sense may require.

     4.12 Remedy for Breach. The Company hereby acknowledges that in the event of any breach or threatened breach by the Company of any of the provisions of this Agreement, the Designated Holders would have no adequate remedy at law and could suffer substantial and irreparable damage. Accordingly, the Company hereby agrees that, in such event, the Designated Holders shall be entitled, and notwithstanding any election by any Designated Holder to claim damages, to obtain a temporary and/or permanent injunction to restrain any such breach or threatened breach or to obtain specific performance of any such provisions, all without prejudice to any and all other remedies which any Designated Holders may have at law or in equity.

     4.13 Successors and Assigns, Third Party Beneficiaries. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto, each assignee of the Designated Holders pursuant to Article 3 and their respective successors and assigns and executors, administrators and heirs. Designated Holders are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Designated Holders.

     4.14 Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

     4.15 Attorneys’ Fees. In the event of any action or suit based upon or arising out of any actual or alleged breach by any party of any representation, warranty, covenant or agreement in this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses of such action or suit from the other party in addition to any other relief ordered by any court.

     4.16 Termination of Rights. All rights under this Agreement will terminate as to a Designated Holder when that Designated Holders no longer holds any Registrable Securities.

[Signature Page Follows]

16

     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be duly executed as of the date and year first written above.

COMPANY:

WHEELING-PITTSBURGH CORPORATION

By:

Title:

[Investor Signature Page- WPC Registration Rights Agreement]

Investor Name:

By:

Name:

Title:

Address:

Tax ID:

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-130579) and Form S-8 (No. 333-112093) of Wheeling-Pittsburgh Corporation of our report dated March 16, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania
March 20, 2007

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTIONS 302 OF THE SARBANES-OXLEY ACT OF
2002 (RULE 13a-14(a)/15d-14(a) CERTIFICATION)

I, James P. Bouchard, certify that:

1.	I have reviewed this annual report on Form 10-K of Wheeling-Pittsburgh Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 20, 2007	/s/ James P. Bouchard
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTIONS 302 OF THE SARBANES-OXLEY ACT OF
2002 (RULE 13a-14(a)/15d-14(a) CERTIFICATION)

I, Paul J. Mooney, certify that:

1.	I have reviewed this annual report on Form 10-K of Wheeling-Pittsburgh Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors:

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 20, 2007	/s/ Paul J. Mooney
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350)

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Annual Report of Wheeling-Pittsburgh Corporation (the “Company”) on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James P. Bouchard, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 20, 2007	/s/ James P. Bouchard
	Chief Executive Officer

The foregoing certification is being furnished to the Securities and Exchange Commission as an Exhibit to this report and should not be considered filed as a part of this report.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002 (18 U.S.C. SECTION 1350)

The certification set forth below is hereby made solely for the purpose of satisfying the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 and may not be relied upon or used for any other purposes.

In connection with the Annual Report of Wheeling-Pittsburgh Corporation (the “Company”) on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul J. Mooney, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: March 20, 2007	/s/ Paul J. Mooney
	Chief Financial Officer

The foregoing certification is being furnished to the Securities and Exchange Commission as an Exhibit to this report and should not be considered filed as a part of this report