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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 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 fromto
 Commission File Number 000-50300
 WHEELING-PITTSBURGH CORPORATION
  DELAWARE
(State of Incorporation)1134 Market Street, Wheeling, WV
(Address of principal executive offices)
    
    55-0309927
(I.R.S. Employer Identification No.)26003
(Zip code)
   Common Stock, $0.01 par value per share
    
    Nasdaq Stock Market
  o þ
 o þ
 þ o
 o
  o þ o
 o þ
  Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:
 þ o
  Documents Incorporated by Reference:




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TABLE OF CONTENTS
  
 PAGEExplanatory Note
    
    
    2PART IIIItem 11. Executive Compensation
    
    
    3Signatures
    
    
    16Exhibit List
    
    
    17EX-10.12.08EX-10.12.09EX-31.1EX-31.2
  1




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Explanatory Note
  2




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PART III
 
 ITEM 11. EXECUTIVE COMPENSATION
 A. Report of Compensation Committee
  
 B. Compensation Discussion and Analysis
  Compensation Philosophy and Objectives
     
    
    Stock-based compensation may be a substantial element of total compensation.
James P. Bouchard, our CEO and Chairman of the Board, and Craig T. Bouchard, our President
and Vice Chairman of the Board, have employment contracts with no cash salary. Their
compensation, to date, has been entirely in the form of stock grants.
    
    Executive compensation supports business imperatives. Under their employment
contracts, the Bouchards are not eligible for bonuses for 2007. We have also announced
that salaries for 2007 for new executives hired since November 30, 2006 are frozen and
these new executives will not be eligible for executive bonuses in 2007. The executive
bonuses of those officers
 3




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employed prior to November 30, 2006 have also been frozen pending the combination with
Esmark.
    
    Terms in prior contracts will be followed. Some of our executives have
contracts that were in place before November 2006. The terms of those contracts will be
followed as long as they are in place and the employees are in compliance with the terms.
This has resulted in certain payments being due to certain terminating officers, including
our former CEO James G. Bradley.
  
    
    annual base salary;
    
    an annual incentive plan when it is appropriate from a business perspective;
    
    long-term incentives that are stock-based under our 2003 Management Stock Incentive Plan;
    
    eligibility to participate in the Companys employee benefit plans; and
    
    certain perquisites that were in place before November 2006, including automobile
expense allowances and certain financial planning expenses.
  4




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C. Executive Officer Compensation Disclosure Tables
 SUMMARY COMPENSATION TABLE
  Change inPension Valueand NonqualifiedNon-Equity
    
    Deferred
    
    AllName and
    
    
    
    
    
    
    
    
    
    Stock
    
    Incentive Plan
    
    Compensation
    
    OtherPrincipal Position (1)
    
    Year
    
    Salary
    
    Awards (2)
    
    Compensation
    
    Earnings
    
    Compensation (3)
    
    TotalJames P. BouchardChairman and CEO of WPC
(from 12/1/06)
    
    
    2006
    
    
    $
    62,500
    (4)
    
    $
    5,922
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,250
    
    
    $
    69,672James G. Bradley(Former CEO of WPC)
(through 12/1/06)
    
    
    2006
    
    
    $
    484,667
    
    
    $
    174,531
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,335,806
    (5)
    
    $
    2,995,004Paul J. MooneyExecutive VP and CFO
of WPC and WPSC
    
    
    2006
    
    
    $
    303,831
    
    
    $
    200,393
    
    
    $
    0
    
    
    $
    0
    
    
    $
    68,228
    (6)
    
    $
    572,452Vincent D. AssettaVP and Controller of
WPC and WPSC
    
    
    2006
    
    
    $
    145,840
    
    
    $
    95,235
    
    
    $
    0
    
    
    $
    0
    
    
    $
    8,021
    
    
    $
    249,096Michael P. DiClementeVP and Treasurer of
WPC and WPSC
    
    
    2006
    
    
    $
    162,341
    
    
    $
    97,989
    
    
    $
    0
    
    
    $
    0
    
    
    $
    21,327
    
    
    $
    281,657Donald E. KeatonVP, Steel Manufacturing
and Procurement (through
termination date of 12/18/06)
    
    
    2006
    
    
    $
    243,754
    
    
    $
    124,665
    
    
    $
    0
    
    
    $
    0
    
    
    $
    490,714
    (7)
    
    $
    858,503Harry L. PageVP, Engineering of WPSC
(formerly President and COO
of WPSC through 12/20/06)
    
    
    2006
    
    
    $
    287,260
    
    
    $
    196,262
    
    
    $
    0
    
    
    $
    0
    
    
    $
    73,118
    
    
    $
    556,640
 
 (1)
    
    During the 2006 fiscal year, the Company had employment agreements with James P. Bouchard,
James G. Bradley, Paul J. Mooney, Vincent D. Assetta, Michael P. DiClemente, Donald E. Keaton,
and Harry L. Page.(2)
    
    The amounts in this column reflect the compensation expense recognized in 2006 on all
outstanding stock awards in accordance with SFAS 123(R), except that the estimate of
forfeitures related to service-based vesting conditions is disregarded. See Note 5 to the
Financial Statements in our Annual 2006 Report on Form 10-K for the valuation method used.(3)
    
    For Messrs. Bradley, Mooney and Keaton, the amount reflects a $5,000 payment each for their
service on the board of directors of OCC. For Messrs. Bradley and Page, the amount reflects
$11,000 in payments each for their service on the board of directors of Wheeling-Nisshin. For
all Named Executive Officers, the amount also includes Company contributions to the following
retirement plans as noted below: Name
    
    401(k) Plan Match
    
    Salaried Employees Pension Plan
    
    Supplemental Executive Retirement PlanJames P. Bouchard
    
    $
    
    
    
    $
    
    
    
    $
    1,250James G. Bradley
    
    $
    7,250
    
    
    $
    22,525
    
    
    $
    66,625Paul J. Mooney
    
    $
    7,398
    
    
    $
    15,548
    
    
    $
    26,658Vincent D. Assetta
    
    $
    
    
    
    $
    8,021
    
    
    $
    Michael P. DiClemente
    
    $
    4,620
    
    
    $
    13,090
    
    
    $
    3,617Donald E. Keaton
    
    $
    7,313
    
    
    $
    15,400
    
    
    $
    2,921Harry L. Page
    
    $
    9,222
    
    
    $
    21,192
    
    
    $
    31,704
 5




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(4)
    
    Mr. Bouchard began employment with the Company on December 1, 2006. Mr. Bouchards base
salary is paid entirely in shares of the Companys common stock.(5)
    
    Includes $606,821 contributed during 2006 under a supplemental pension provided in the
employment agreement between Mr. Bradley and the Company dated February 16, 2005 and replaced
on April 1, 2006, $1,560,000 in severance representing three years base pay pursuant to Mr.
Bradleys employment agreement (to be paid in 2007), and payments of certain perquisites,
including automobile, financial planning and club expenses and a $50,924 home allowance.(6)
    
    Includes payments of certain perquisites, including automobile, financial planning and club
expenses.(7)
    
    Includes $460,080 in severance representing two years base pay pursuant to Mr. Keatons
employment agreement (scheduled to be paid in 2007 pursuant to the
terms of such agreement). 6




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GRANTS OF PLAN-BASED AWARDS TABLE
 All OtherStockAwards:NumberEstimated Possible Payouts Under
    
    Estimated Future Payouts Under Equity
    
    of Shares
    
    Grant DateNon-Equity Incentive Plan Awards
    
    Incentive Plan Awards
    
    of Stock
    
    Fair Value ofGrant Date
    
    (2)
    
    (3)
    
    or Units
    
    StockName
    
    (1)
    
    Threshold ($)
    
    Target ($)
    
    Maximum ($)
    
    Threshold (#)
    
    Target (#)
    
    Maximum (#)
    
    (#) (4)
    
    Awards ($)James P. Bouchard
    
    12/19/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    $
    540,900James G. Bradley (5)
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,614
    
    
    $
    1,067,7403/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,036
    
    
    
    40,072
    
    
    
    60,108
    
    
    
    
    
    
    $
    868,360MIP (6)
    
    $
    169,633
    
    
    $
    315,034
    
    
    $
    630,067Paul J. Mooney
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,356
    
    
    $
    157,5943/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,957
    
    
    
    5,914
    
    
    
    8,871
    
    
    
    
    
    
    $
    128,156MIP (6)
    
    $
    75,958
    
    
    $
    197,490
    
    
    $
    273,448Vincent D. Assetta
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,950
    
    
    $
    74,4973/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,398
    
    
    
    2,796
    
    
    
    4,194
    
    
    
    
    
    
    $
    60,589MIP (6)
    
    $
    36,460
    
    
    $
    94,796
    
    
    $
    131,256Michael P.
DiClemente
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,254
    
    
    $
    80,2303/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,506
    
    
    
    3,011
    
    
    
    4,517
    
    
    
    
    
    
    $
    65,248MIP (6)
    
    $
    40,585
    
    
    $
    105,522
    
    
    $
    146,107Donald E. Keaton (5)
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,989
    
    
    $
    131,8133/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,474
    
    
    
    4,947
    
    
    
    7,421
    
    
    
    
    
    
    $
    107,201MIP (6)
    
    $
    60,939
    
    
    $
    158,440
    
    
    $
    219,379Harry L. Page
    
    3/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,900
    
    
    $
    148,9943/10/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    
    5,592
    
    
    
    8,388
    
    
    
    
    
    
    $
    121,179MIP (6)
    
    $
    71,815
    
    
    $
    186,719
    
    
    $
    258,534
 
 (1)
    
    All grants were made under the Wheeling-Pittsburgh Corporation Amended and Restated 2003
Management Stock Incentive Plan.(2)
    
    Award opportunities for the Named Executive Officers under the Companys 2006 Management
Incentive Plan (MIP). 20% of any cash award under the MIP is based on the achievement of
individual objectives, with the remainder available to participants based on performance
targets of the Company as set forth in the Companys 2006 business plan. However, if the
funding trigger of $30 per ton in operating income (before plan expenses) is not achieved, no
incentive awards are paid. No amounts were due or paid under the MIP to any Named Executive
Officers in 2006.(3)
    
    Stock unit performance awards vest after three years to each individual, subject to
forfeiture, based on a comparison of the annualized total shareholder return of the Companys
stock, as compared to the Dow Jones U.S. Steel Index over the three-year period. Stock unit
performance awards vest in increments of one third upon 7




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the achievement of predetermined targets: Threshold (Median); Target (+2%); and Maximum (+4%).(4)
    
    Stock unit service grants which vest in increments of one-third of the total grant annually
over three years.(5)
    
    All grants made to Messrs. Bradley and Keaton in 2006 were forfeited at their termination of
employment.(6)
    
    Sets forth the cash award opportunities under the 2006 Management Incentive Plan. No awards
were due under the MIP for 2006. 8




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Stock AwardsEquity IncentiveNumber of
    
    
    
    
    
    Equity Incentive Plan
    
    Plan Awards: MarketorShares or Units
    
    Market Value of
    
    Awards: Number of
    
    Payout Value ofof Stock That
    
    Shares or Units of
    
    Unearned Shares,
    
    Unearned Shares, UnitsHave Not
    
    Stock That Have
    
    Units or Other Rights
    
    or Other Rights thatName
    
    Vested
    
    Not Vested (1)
    
    that have Not Vested
    
    Have Not Vested (1)James P. BouchardStock Units (2)
    
    
    30,000
    
    
    $
    561,900James G. Bradley
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Paul J. MooneyStock Units (3)
    
    
    8,356
    
    
    $
    156,508Stock Units (4)
    
    
    
    
    
    
    
    
    
    
    5,914
    
    
    $
    110,769Vincent D. AssettaStock Units (3)
    
    
    3,950
    
    
    $
    73,984Stock Units (4)
    
    
    
    
    
    
    
    
    
    
    2,796
    
    
    $
    52,369Michael P. DiClementeStock Units (3)
    
    
    4,254
    
    
    $
    79,677Stock Units (4)
    
    
    
    
    
    
    
    
    
    
    3,011
    
    
    $
    56,396Donald E. Keaton
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    Harry L. PageStock Units (3)
    
    
    7,900
    
    
    $
    147,967Stock Units (4)
    
    
    
    
    
    
    
    
    
    
    5,592
    
    
    $
    104,738
 
 (1)
    
    Value determined by reference to the closing price of WPC common stock on December 28,
2006 of $18.73.(2)
    
    Stock unit grant made on December 19, 2006 which vests in increments of one-third of the total
grant annually over three years.(3)
    
    Stock unit service award made on March 10, 2006 which vests in increments of one-third of the
total grant annually over three years.(4)
    
    Stock unit performance award made on March 10, 2006 which is subject to performance vesting
conditions as described in footnote (3) of the Grants of Plan-Based Awards Table above. 9




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OPTION EXERCISES AND STOCK VESTED TABLE
 Stock AwardsNumber of Shares Acquired UponName
    
    Vesting
    
    Value Realized Upon VestingJames P. Bouchard
    
   
    
    $James G. Bradley
    
   20,000(1)
    
    $380,200(3)Paul J. Mooney
    
   14,286(1)
    
    $271,577(3)Vincent D. Assetta
    
   3,500(2)
    
    $  66,535(3)Michael P. DiClemente
    
   3,500(2)
    
    $  66,535(3)Donald E. Keaton
    
   14,286(1)
    
    $271,577(3)Harry L. Page
    
   14,286(1)
    
    $271,577(3)
 
 (1)
    
    Restricted Stock issued in August 2003 that vested in full August 10, 2006.(2)
    
    Restricted Stock issued in March 2005 that vested in full August 10, 2006.(3)
    
    Value determined by reference to the closing price of WPC common stock on August 10, 2006
multiplied by the number of shares acquired upon vesting. 10




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PENSION BENEFITS TABLE
 Number of
    
    Present ValueYears of
    
    of
    
    PaymentsCredited
    
    Accumulated
    
    During LastName
    
    Plan
    
    Service
    
    Benefits
    
    Fiscal YearJames P. Bouchard
    
    
    (1
    )
    
    
    
    
    
    $
    
    
    
    $
    James G. Bradley
    
    Wheeling-PittsburghSteel CorporationPension Plan (2)
    
    
    11
    
    
    $
    54,402
    
    
    $
    Paul J. Mooney
    
    Wheeling-PittsburghSteel CorporationPension Plan
    
    
    9
    
    
    $
    
    
    
    $
    Vincent D. Assetta
    
    
    (1
    )
    
    
    
    
    
    $
    
    
    
    $
    Michael P. DiClemente
    
    
    (1
    )
    
    
    
    
    
    $
    
    
    
    $
    Harry L. Page
    
    
    (1
    )
    
    
    
    
    
    $
    
    
    
    $
    Donald E. Keaton
    
    Wheeling-PittsburghSteel CorporationPension Plan
    
    
    9
    
    
    $
    
    
    
    $
    
 
 (1)
    
    These executives are not participants in the Wheeling-Pittsburgh Steel Corporation Pension
Plan which is the only defined benefit plan that covers any of the Named Executive Officers.
Plan participation is limited to individuals employed as of January 1, 1998 and these
executives do not qualify for participation.(2)
    
    The Wheeling-Pittsburgh Steel Corporation Pension Plan is a tax-qualified defined benefit
pension plan.    11




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NON-QUALIFIED DEFERRED COMPENSATION TABLE
 Registrant
    
    
   Aggregate
    
    
    
    
    
    
   AggregateContributions
    
    
   Earnings in
    
    
   Aggregate
    
    
   Balance atin Last Fiscal
    
    
   Last Fiscal
    
    
   Withdrawals /
    
    
   Last FiscalName
    
   Year
    
    
   Year
    
    
   Distributions
    
    
   Year EndJames P. Bouchard (2)
    
    $
    1,250
    
    
    $
    
    
    
    $
    
    
    
    $
    1,250James G. Bradley (1) and (2)
    
    $
    673,446
    
    
    $
    652
    
    
    $
    1,737,477
    
    
    $
    67,277
    (3)Paul J. Mooney (2)
    
    $
    26,658
    
    
    $
    261
    
    
    $
    
    
    
    $
    26,919
    (3)Vincent D. Assetta
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Michael P. DiClemente (2)
    
    $
    3,617
    
    
    $
    35
    
    
    $
    
    
    
    $
    3,652
    (4)Donald E. Keaton (2)
    
    $
    2,921
    
    
    $
    29
    
    
    $
    
    
    
    $
    2,950
    (4)Harry L. Page (2)
    
    $
    31,704
    
    
    $
    310
    
    
    $
    
    
    
    $
    32,014
    (3)
 
 (1)
    
    Includes $606,821 contributed during 2006 under the supplemental pension provided in the
employment agreement between Mr. Bradley and the Company dated February 16, 2005 and replaced
on April 1, 2006 and $66,625 in contributions to the SERP described in footnote (2).(2)
    
    Registrant contributions were made to individual accounts under the Wheeling-Pittsburgh
Steel Corporation Supplemental Executive Retirement Plan (SERP) adopted August 1, 2006. The
SERP provides for three potential contributions based on a participants compensation. First,
for each Participant eligible to participate in the Companys 401(k) Plan, the 401(k) Plan
match formula for the applicable year is applied to all compensation of such Participant in
excess of the compensation taken into account under the 401(k) Plan. For purposes of this
401(k) Plan match component, it is assumed that Participant is making the maximum deferral
under the 401(k) plan. Second, for each Participant who is eligible to participate in the
Salaried Employees Pension Plan of Wheeling-Pittsburgh Steel Corporation (SEPP), the SEPP
contribution formula is applied to all compensation of such Participant in excess of the
compensation taken into account for purposes of determining the employer contribution under
the SEPP. Third, there is an age-based contribution applied to all compensation as follows: Age
    
    % of all Compensation<45
    
    
    0.00
    %45-49
    
    
    2.00
    %50-51
    
    
    3.50
    %52-54
    
    
    5.00
    %55-57
    
    
    10.00
    %58-59
    
    
    12.50
    %60+
    
    
    15.00
    %
 
 (3)
    
    Benefits vested as a result of age and years of service.(4)
    
    Benefits vested as a result of the new Board of Directors being put in place on November 30,
2006.    12




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Other Potential Post-Termination Payments
 Employment Agreements Entered Into Prior to the 2006 Annual Meeting:
    Termination Without Cause or For Good Reason
 Officer
    
    Salary
    
    Bonus
    
    Benefits
    
    SERPMooney
    
    $638,000
    
    $
    
    $9,745
    
    $26,919Assetta
    
    $175,000
    
    $
    
    $9,745
    
    $DiClemente
    
    $182,000
    
    $
    
    $9,745
    
    $2,950Page
    
    $301,600
    
    $
    
    $9,745
    
    $32,014
 Termination Without Cause or For Good Reason Following Change of Control
 Officer
    
    Salary
    
    Bonus
    
    Benefits
    
    SERP
    
    Tax Gross-upMooney
    
    $638,000
    
    $
    
    $9,745
    
    $26,919
    
    $Assetta
    
    $350,000
    
    $
    
    $9,745
    
    $
    
    $DiClemente
    
    $364,000
    
    $
    
    $9,745
    
    $2,950
    
    $Page
    
    $603,200
    
    $
    
    $9,745
    
    $32,014
    
    $
  Voluntary Termination by Executive without Cause/Termination by Company for Cause
 Officer
    
    Salary
    
    Bonus
    
    BenefitsMooney
    
    $
    
    $
    
    $Assetta
    
    $
    
    $
    
    $DiClemente
    
    $
    
    $
    
    $Page
    
    $
    
    $
    
    $
 Disability
 Officer
    
    Salary
    
    Bonus
    
    Benefits
    
    SERPMooney
    
    $
    
    $
    
    $9,745
    
    $26,919Assetta
    
    $
    
    $
    
    $9,745
    
    $DiClemente
    
    $
    
    $
    
    $9,745
    
    $2,950Page
    
    $
    
    $
    
    $9,745
    
    $32,014
 13




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##### Table of Contents



Death
 Officer
    
    Life Insurance
    
    SERPMooney
    
    $320,000
    
    $26,919Assetta
    
    $178,000
    
    $DiClemente
    
    $183,000
    
    $2,950Page
    
    $302,000
    
    $32,014
 Employment Agreements Entered Into After the 2006 Annual Meeting:
   Termination Without Cause or For Good Reason
 Officer
    
    Salary
    
    Bonus
    
    Benefits
    
    SERPBouchard
    
    $750,000
    
    $750,000
    
    $
    
    $1,250
 Termination Without Cause or For Good Reason Following Change of Control
 Officer
    
    Lump Sum Payment
    
    Tax Gross-up
    
    SERPBouchard
    
    $5,000,000
    
    $1,434,661
    
    $1,250
  Voluntary Termination by Executive without Cause/Termination by Company for Cause
 Officer
    
    Salary
    
    Bonus
    
    BenefitsBouchard
    
    $750,000
    
    $
    
    $
 Disability
 Officer
    
    Salary
    
    Bonus
    
    Benefits
    
    SERPBouchard
    
    $750,000
    
    $
    
    $
    
    $1,250
 Death
 Officer
    
    Life Insurance
    
    SERPBouchard
    
    $750,000
    
    $1,250
 Named Executive Officers Not Employed with the Company on December 31, 2006
  14




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##### Table of Contents



DIRECTOR COMPENSATION
  Director Compensation in 2006
 Fees Earned or
    
    
    
    
    
    All OtherName
    
    Paid in Cash (1)
    
    Option Awards (2)
    
    Compensation
    
    TotalAlbert G. Adkins
    
    $
    11,750
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    12,993James L. Bowen
    
    $
    85,502
    
    
    $
    35,990
    
    
    $
    
    
    
    $
    121,492Clark Burrus
    
    $
    9,125
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    10,368C. Fredrick Fetterolf
    
    $
    25,750
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    26,993James V. Koch
    
    $
    23,125
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    24,368George Munoz
    
    $
    25,750
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    26,993Joseph Peduzzi
    
    $
    15,750
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    16,993James A. Todd, Jr.
    
    $
    25,750
    
    
    $
    1,243
    
    
    $
    
    
    
    $
    26,993Lynn R. Williams
    
    $
    61,625
    
    
    $
    32,866
    
    
    $
    
    
    
    $
    94,491Edward J. Curry, Jr.
    
    $
    59,782
    
    
    $
    35,990
    
    
    $
    
    
    
    $
    95,772Michael Dingman
    
    $
    50,500
    
    
    $
    32,866
    
    
    $
    
    
    
    $
    83,366Robert E. Heaton
    
    $
    69,752
    
    
    $
    35,990
    
    
    $
    
    
    
    $
    105,742Roland L. Hobbs
    
    $
    67,752
    
    
    $
    35,990
    
    
    $
    
    
    
    $
    103,742Alicia H. Munnell
    
    $
    57,752
    
    
    $
    35,990
    
    
    $
    
    
    
    $
    93,742D. Clark Ogle
    
    $
    54,500
    
    
    $
    32,866
    
    
    $
    
    
    
    $
    87,366James B. Riley
    
    $
    61,000
    
    
    $
    39,101
    
    
    $
    
    
    
    $
    100,101
 
 (1)
    
    Our employees that serve on our Board of Directors do not receive any additional
compensation for serving on our Board of Directors or on any Board committees. Non-employee
directors receive an annual retainer in the amount of $25,000, of which one-half is payable in
cash and one-half is payable in stock options. In addition, we pay annual retainers to
committee chairpersons ranging in amounts from $2,500 to $5,000, also payable one-half in cash
and one-half in stock options. Each director is also compensated in the amount of $2,000,
payable in cash, for attendance at each board and committee meeting. We also reimburse
directors for reasonable out-of-pocket expenses incurred in attending meetings of our Board of
Directors.(2)
    
    Value determined by reference to the grant date fair value of the options granted
determined in accordance with FASB No. 123(R). See Note 5 to the Financial Statements in our Annual 2006 Report on Form 10-K for the valuation
method used. Each member of our Board of Directors receives an initial stock option award
valued at $1,000 upon becoming a director and an annual stock option award valued at $10,000.
The actual number of shares underlying the stock options issued to a director is determined by
dividing the dollar value of each award by one-half of the stocks market value for the five
trading days immediately prior to the grant date. The exercise price of such options is equal
to the average closing sales price of our common stock for the five trading days immediately
prior to the date of grant. 15




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##### Table of Contents



SIGNATURES
  WHEELING-PITTSBURGH CORPORATIONBy:
    
    /s/ James P. BouchardName: James P. BouchardTitle: Chairman, Chief Executive OfficerDate:      April 30, 2007




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##### Table of Contents



Exhibit List
 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).


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).