##### 



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, Borrower  Holder
 Note Notes Purchase Agreement
 Principal Maturity Date"
 Interest provided, however
 Interest Payment Date
 Place, Manner and Application of Payments




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##### 



No Security
 Conversion Common Stock
 Automatic Conversion prior to the Reset Date.
 Conversion from and after the Reset Date.
 Conversion at the Election of Holder
 Annex A Conversion Notice
 Automatic Conversion following the Reset Date in a Change of Control
Transaction




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##### 



Procedures with respect to conversions. Change of Control Notice Second Change of Control
Notice
 Conversion Date,
 Delivery of Conversion Shares, Adjustments.
 Delivery of Conversion Shares. Note Delivery Date New Certificate provided, however
 Surrender of Notes.
 Stock Splits, etc.




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##### 



Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets; Offerings of Property to Common Stock
Holders. Other Property
 Distributions.




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##### 



Limitation on Issuance of Conversion Shares.
 Subordination.
     provided, however
 Payment Blockage Period Blockage Notice




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provided




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##### 



Voided Payment
   Default and Remedies Event of Default
   provided, however




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##### 



Buy-In Buy-In Price
 Cumulative Rights
 Waivers
 Attorneys Fees and Costs
 Treatment of Notes pari passu
 Certain Definitions
 Administrative Agent




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##### 



Applicable Interest Rate
 Applicable Conversion Price Maximum Conversion Price Minimum Conversion Price
 Bankruptcy Event
 Bankruptcy Law
 Change of Control Transaction 1934 Act
 Collateral Trustee
 Conversion Shares




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##### 



Esmark Transaction
 Fundamental Transaction
 Original Issue Date
 Required Holders
 Reset Date
 Senior Debt
 Senior Debt Documents Senior Revolving Lenders" Senior Term Lenders" Federal Guarantor" State Guarantor"
 Senior Debt Holders
 Trading Day
 Trading Market




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##### 



Amendment provided, however
 Governing Law
 Usury
 Notices




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##### 



Successors and Assigns provided, however
 Severability
 Business Days
 Postponement of Reset Date Esmark Registration Delay




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##### 



WHEELING-PITTSBURGH CORPORATIONBy:Name:Title: 
 ANNEX A
  Common Stock
 
   
 
 
 
 
 [HOLDER]By:Name:Title: