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                                                                   Exhibit 10.10

                            WEIRTON STEEL CORPORATION
                          SUPPLEMENTAL SENIOR EXECUTIVE
                                 RETIREMENT PLAN




                     As Established Effective August 1, 1995
                                       and
                       As Amended Through January 1, 1998


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                                TABLE OF CONTENTS


                                                               Page

ARTICLE I
         Introduction and Purpose                                1

ARTICLE II
         Definitions                                             1

ARTICLE III
         Administration                                          4

ARTICLE IV
         Participation                                           6

ARTICLE V
         Target Benefit; Accrued Target Benefit                  6

ARTICLE VI
         Payments to Participants                                9

ARTICLE VII
         Retirement Benefits                                     14

ARTICLE VIII
         Trust                                                   15

ARTICLE IX
         Amendment and Termination                               16

ARTICLE X
         Miscellaneous                                           16



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                                    ARTICLE I

                            Introduction and Purpose

         1.1 Weirton establishes and adopts this Plan to provide supplemental
retirement benefits to a select group of senior executive employees.

         1.2 It is intended that this Plan constitute an unfunded "top-hat" plan
which provides deferred compensation benefits to a select group of management or
highly compensated employees within the meaning of Section 201(2) of ERISA and
that as a result thereof, this Plan is not subject to the provisions of ERISA.

         1.3 It is intended that any Trust which may be established by a
Participant constitute an "employee grantor trust" within the meaning of
Sections 671-679 of the Code.


                                   ARTICLE II

                                   Definitions

         2.1 As used in this Plan, the following terms shall have the meanings
hereinafter set forth:

         "Plan" means the Weirton Steel Corporation Supplemental Senior
Executive Retirement Plan, as embodied herein and as amended from time to time.

         "Weirton" means Weirton Steel Corporation, a Delaware corporation, and
any successor thereto which adopts this Plan.

         "Effective Date" means August 1, 1995.

         "Accrued Target Benefit" is defined in Section 5.2.

         "Actuarial Assumptions" is defined in Section 6.1(a).

         "Administrative Committee" means the committee appointed under Section
3.1(a) which administers the Plan.

         "Average Monthly Earnings" as of any date means Average Monthly
Earnings for

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a Salaried Employee as defined in the Weirton Retirement Plan and as determined
as of such date.

         "Beneficiary" means the beneficiary designated by a Participant to
receive benefits under the Plan by reason of his death. Such beneficiary shall
be designated by the Participant in a written notice to the Administrative
Committee. Any such designation may be revoked and a new beneficiary designated
by written notice to the Administrative Committee. If upon the death of the
Participant there is no designated beneficiary then living, "Beneficiary" shall
mean the first surviving class of the following classes of successive preference
beneficiaries: (a) his surviving spouse; (b) his surviving children; (c) his
surviving parents; (d) his surviving brothers and sisters; and (e) the executor
or administrator of his estate.

         "Benefit Payment Date" is defined in Section 7.2

         "Benefit Service" means Benefit Service as defined in the Weirton
Retirement Plan or, if applicable, as provided for in a Participant's Employment
Agreement; provided, however, that a Participant's actual and projected Benefit
Service for purposes of the Plan shall not be determined in accordance with the
Employment Agreement until so provided under the terms of such agreement.

         "Calculation Date" is defined in Section 5.1.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means the Administrative Committee and the Investment
Committee, individually and collectively.

         "Contribution Year" is defined in Section 6.2(a).

         "Employment Agreement" means the employment agreement between Weirton
and a Participant hereunder.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "Funding Target Date" is defined in Section 6.2(b).

         "Initial Participant" is defined in Section 4.1(a).


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         "Investment Committee" means the committee appointed under Section
3.1(b) which manages the investment of the Trust.

         "IPP" means the Weirton Steel Corporation Income Protection Plan.

         "Level Percent" is defined in Section 6.2(b).

         "National Retirement Plan" means the National Steel Corporation Weirton
Retirement Program (Plan 056), as in effect from time to time.

         "New Participant" is defined in Section 4.1(b).

         "Noncontributory Year" is defined in Section 6.6.

         "Participant" is defined in Section 4.1(c).

         "Pension Earnings" for any year means Earnings for a Salaried Employee
as defined in the Weirton Retirement Plan and as determined for such year.

         "Service" means Service as defined in the Weirton Retirement Plan or,
if applicable, as provided for in a Participant's Employment Agreement;
provided, however, that a Participant's actual and projected Service for
purposes of the Plan shall not be determined in accordance with the Employment
Agreement until so provided under the terms of such agreement.

         "Target Benefit" is defined in Section 5.1.

         "Target Calculation Date is defined in Section 5.1

         "Target Date" is defined in Section 5.1.

         "Trust" means the trust which may be established by a Participant in
accordance with ARTICLE VIII hereof. As to each applicable Participant, Trust
shall mean the Trust established by him.

         "Vesting Date" is defined in Section 6.1(c).

         "Weirton CEO" means Weirton's Chief Executive Officer.

         "Weirton Retirement Plan" means the Weirton Steel Corporation
Retirement Plan (Plan 001), as in effect from time to time.


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         "Weirton SERP" means the Weirton Steel Corporation Supplemental
Executive Retirement Plan, as in effect from time to time.

         2.2 The masculine pronoun shall be deemed to include the feminine, and
the singular number shall be deemed to include the plural unless a different
meaning is plainly required by the context.


                                   ARTICLE III

                                 Administration

         3.1(a) The complete authority to control and manage the operation and
administration of the Plan shall be placed in the Administrative Committee. The
Administrative Committee will consist of at least three members appointed from
time to time by the Weirton CEO to serve at the pleasure thereof. Any member of
the Administrative Committee may resign by delivering his written resignation to
the Weirton CEO.

         (b) The general authority to control and manage the assets of the Trust
shall be placed in the Investment Committee. The Investment Committee will
consist of at least three members appointed from time to time by the Weirton CEO
to serve at the pleasure thereof. Any member of the Investment Committee may
resign by delivering his written resignation to the Weirton CEO.

         3.2 Subject to the limitations of the Plan, the Administrative
Committee shall have all powers and duties necessary or appropriate to operate
and administer the Plan. The Administrative Committee from time to time will
establish rules for the administration and interpretation of the Plan and the
transaction of its business. Without limiting the foregoing, the Administrative
Committee shall have discretionary authority to construe the terms and
provisions of the Plan, including, but not limited to, questions relating to
eligibility for benefits, service and earnings and making reasonable estimates
of Participants' earnings and the value of Trust assets for any year. In
addition, the Administrative Committee is authorized to make recommendations to
the Weirton CEO as to amendments to the Plan. The determination of the
Administrative Committee as to any disputed question will be conclusive. All
actions, decisions and interpretations of the Administrative Committee in
administering the Plan will be performed in a uniform and non-discriminatory
manner.

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         3.3 Subject to the limitations of the Trust, the Investment Committee
shall have all powers and duties necessary or appropriate to control and manage
the assets of the Trust.

         3.4 Any act which the Plan or Trust authorizes or requires the
Committee to do may be done by a majority of its members. The action of such
majority, expressed by a vote at a meeting (conducted in person or by conference
telephone call) or in writing without a meeting, will constitute the action of
the Committee and will have the same effect for all purposes as if assented to
by all members of the Committee at the time in office.

         3.5 The members of the Committee may authorize one or more of their
number to execute or deliver any instrument or perform any other act which the
Plan or Trust authorizes or requires the Committee to do.

         3.6 The Committee may employ counsel and other agents and may procure
such clerical, accounting and other services as they may require in carrying out
the provisions of the Plan and Trust.

         3.7 No member of the Committee will receive any compensation for his
services as such. All expenses of administering the Plan and Trust, including,
but not limited to, fees of accountants, counsel and other agents, will be paid
by Weirton.

         3.8 Weirton will indemnify and save harmless each member of the
Committee against all expenses and liabilities arising out of membership on the
Committee, excepting only expenses and liabilities arising from his own gross
negligence or willful misconduct, as determined by Weirton.




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                                   ARTICLE IV

                                  Participation

         4.1(a) The senior executive employees of Weirton on the Effective Date
as designated by the Weirton CEO shall become Initial Participants hereunder on
such date.

         (b) Any other senior executive employee of Weirton (officer and/or vice
president) shall become a New Participant hereunder after the Effective Date
when designated as such by the Weirton CEO.

         (c) Initial Participants and New Participants, collectively, are
referred to as Participants.

         4.2 If the employment position of a Participant with Weirton is reduced
below senior executive status, as determined by the Weirton CEO, such individual
shall cease to be an active Participant hereunder as of the date of such
reduction.


                                    ARTICLE V

                     Target Benefit; Accrued Target Benefit

         5.1 A Participant's Target Benefit at the Effective Date or any
subsequent January 1 (the "Calculation Date") is a monthly benefit payable in
the form of a single life annuity for his life commencing on the first day of
the month coincident with or next following his 62nd birthday (the "Target
Date") or on the applicable Calculation Date, if later (the "Target Calculation
Date"), which is equal to (A) reduced by the sum of (B), (C), (D) and (E).

                  (A) 3.3% (or such greater percentage as determined in
         accordance with a Participant's Employment Agreement) of the number of
         years (and fractions to the nearest month) of the Participant's
         projected or actual Benefit Service at the Target Calculation Date
         assuming, if applicable, continued employment with Weirton to such date
         (with a maximum percentage of 55% (or such greater percentage as
         determined in accordance with a Participant's Employment Agreement))
         multiplied by his Average Monthly Earnings projected to the Target
         Calculation Date, if applicable. For the purpose of this paragraph,
         such Participant's Pension Earnings are projected through the Target
         Calculation Date using the salary scale and bonus payment and profit
         sharing assumptions as

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         determined in accordance with Section 6.1(a) and his Average Monthly
         Earnings are determined based on such projected Pension Earnings.

                  (B) The Participant's projected or actual monthly regular
         pension at the Target Calculation Date based on the terms and
         conditions of the Weirton Retirement Plan as in effect on such
         Calculation Date assuming, if applicable, continued employment with
         Weirton to the Target Calculation Date with continued Pension Earnings
         projected through the Target Calculation Date using the salary scale
         and bonus and profit sharing payment assumptions as determined in
         accordance with Section 6.1(a); provided, however that such Pension
         Earnings shall be subject to the limitation set forth in Section
         401(a)(17) of the Code, which limitation is projected through the
         Target Date using the inflation rate assumption as determined in
         accordance with Section 6.1(a).

                  (C) If applicable, the Participant's projected or actual
         monthly regular pension at the Target Calculation Date based on the
         terms and conditions of the National Retirement Plan as in effect on
         such Calculation Date assuming, if applicable, continued employment
         with Weirton to the Target Calculation Date.

                  (D) The Participant's monthly Target Benefit at the Target
         Calculation Date under ARTICLE V of the Weirton SERP.

                  (E) 50% of the Participant's projected monthly primary old-age
         Social Security benefit at the Target Calculation Date based on the
         Social Security law as in effect on such Calculation Date but
         projecting, if applicable, the taxable wage base and cost-of-living to
         the Target Calculation Date using the inflation rate as determined in
         accordance with Section 6.1(a). For the purpose of this paragraph, such
         Participant's Pension Earnings are projected through the Target
         Calculation Date using the salary scale and bonus and profit sharing
         payment assumptions as determined in accordance with Section 6.1(a) and
         his monthly primary old-age benefit is determined based on such
         projected Pension Earnings.

To the extent a Participant's regular pension under the Weirton Retirement Plan
would be subject to actuarial reduction if he retired on the Target Calculation
Date, the amounts set forth in (B), (C) and (D) above shall be subject to such
reduction.

The pension amounts determined in paragraphs (B) and (C) shall be limited in
accordance with Code Section 415(b) as in effect on the Target Calculation Date,
but projecting the dollar limit in Code Section 415(b)(1)(A) to such Calculation
Date using the inflation rate as determined in accordance with Section 6.1(a).

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         5.2 A Participant's Accrued Target Benefit at any Calculation Date is a
monthly benefit payable in the form of a single life annuity for his life
commencing on the Target Calculation Date which is equal to (A) reduced by the
sum of (B), (C), (D) and (E).

                  (A) 3.3% (or such greater percentage as determined in
         accordance with a Participant's Employment Agreement) of the number of
         years (and fractions to the nearest month) of the Participant's Benefit
         Service at the Calculation Date (with a maximum percentage of 55% (or
         such greater percentage as determined in accordance with a
         Participant's Employment Agreement)) multiplied by his Average Monthly
         Earnings as of the Calculation Date.

                  (B) The Participant's accrued monthly regular pension at the
         Calculation Date payable in the form of a single life annuity for his
         life commencing on the Target Calculation Date based on the terms and
         conditions of the Weirton Retirement Plan as in effect on the
         Calculation Date.

                  (C) If applicable, the Participant's accrued monthly regular
         pension at the Calculation Date payable in the form of a single life
         annuity for his life commencing on the Target Calculation Date based on
         the terms and conditions of the National Retirement Plan as in effect
         on the Calculation Date.

                  (D) The Participant's monthly Accrued Target Benefit under
         ARTICLE V of the Weirton SERP at the Calculation Date.

                  (E) 50% of the Participant's monthly primary old-age Social
         Security benefit commencing on the Target Calculation Date based on the
         Social Security law as in effect on the Calculation Date, but assuming
         no further earnings for Social Security purposes and no increase in the
         taxable wage base and cost-of-living after the Calculation Date.

To the extent a Participant's regular pension under the Weirton Retirement Plan
would be subject to actuarial reduction if he retired on the Target Date, the
amounts set forth in (B), (C) and (D) above shall be subject to such reduction.

The pension amounts determined in paragraphs (B) and (C) shall be limited in
accordance with Code Section 415(b) as in effect on the Calculation Date, but
projecting the dollar limit in Code Section 415(b)(1)(A) to the Target Date
using the inflation rate as determined in accordance with Section 6.1(a).



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                                   ARTICLE VI

                            Payments to Participants

         6.1(a) Weirton shall make a cash payment to each Initial Participant
within 30 days after the Effective Date in an amount (less applicable
withholding) equal to the present value as of the Effective Date of the Initial
Participant's after-tax Accrued Target Benefit (or his after-tax Target Benefit,
if less) as of January 1, 1995 based on actuarial assumptions relating to
pre-retirement after-tax interest rate, post-retirement after-tax interest rate,
inflation rate, mortality, salary scale, bonus and profit sharing payments,
pre-retirement tax rate and post-retirement tax rate (the "Actuarial
Assumptions") as determined by Weirton (upon the recommendation of the
Administrative Committee). The Actuarial Assumptions applicable to any later
year shall be determined by Weirton (upon the recommendation of the
Administrative Committee).

         (b) Weirton shall make a cash payment to each New Participant not later
than December 31 of the calendar year in which he becomes a New Participant in
an amount (less applicable withholding) equal to the excess of (i) the present
value as of the Calculation Date immediately following the end of such year of
the sum of the New Participant's after-tax Accrued Target Benefit under this
Plan and his after-tax Accrued Target Benefit under the Weirton SERP (or the sum
of his after-tax Target Benefit under this Plan and his after-tax Target Benefit
under the Weirton SERP, if less) as of such Calculation Date, based on the
Actuarial Assumptions, over (ii) the value of the Trust assets under the Weirton
SERP as of such Calculation Date (reduced by the expected tax on Trust
investment income for such year), reduced by (iii) any payment (without regard
to any gross-up provision) to such Participant for such year under the Weirton
SERP.

         (c) Notwithstanding the provisions of paragraphs (a) and (b) of this
Section, if an Initial Participant or New Participant has not completed five
years of Service with Weirton as of the applicable date of payment under
paragraph (a) or (b), no payment hereunder shall be made to such Participant
under paragraph (a) or (b) and Weirton shall make a cash payment to each such
Participant not later than December 31 of (i) the calendar year in which he
completes five years of Service or, if earlier, (ii) the first calendar year for
which a payment hereunder is to be made to such Participant pursuant to his
Employment Agreement (the "Vesting Date") in an amount (less applicable
withholding) equal to the present value as of the January 1 following the
Vesting Date of the Initial Participant's or New Participant's after-tax Accrued
Target Benefit (or his after-tax Target Benefit, if less) as of the Calculation
Date next following the Vesting Date, based on the Actuarial Assumptions.

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         (d) If the Initial Participant or New Participant notifies the
Administrative Committee at least 15 days before the payment to him under
paragraph (a), (b) or (c), as applicable, of this Section that he will
contribute the amount of such payment to the Trust, Weirton shall make an
additional cash payment to him at the same time in an amount (less applicable
withholding) equal to the amount needed to compensate the Participant for
additional income tax liability resulting from the payment under paragraph (a),
(b) or (c) and this paragraph (d) estimated in accordance with the applicable
pre-retirement tax rate as determined in accordance with Section 6.1(a).

         6.2(a) For the calendar year which commences (i) with the 1995 calendar
year for an Initial Participant (except for any such Participant referred to in
Section 6.1(c)), (ii) with the calendar year next following the effective date
of participation for a New Participant (except for any such Participant referred
to in Section 6.1(c)), and (iii) with the calendar year next following the year
in which the Vesting Date of an Initial or New Participant referred to in
Section 6.1(c) falls, and for each subsequent calendar year for which a payment
is to be made under this Section (each such calendar year shall be a
"Contribution Year"), Weirton shall make a cash payment not later than December
31 of the applicable Contribution Year to each Participant in an amount (less
applicable withholding) equal to the Participant's after-tax Level Percent (as
determined in paragraph (b) of this Section) multiplied by his Pension Earnings
for the Contribution Year.

         (b) A Participant's Level Percent for any Contribution Year shall be
determined as follows:

                  (i) For the first Contribution Year, the Plan's actuary shall,
         on the basis of the Actuarial Assumptions, determine an amount equal to
         a percentage (the "Level Percent") of a Participant's Pension Earnings
         for such year, which amount, taking into account the value of the Trust
         assets under this Plan and under the Weirton SERP as of the last day of
         such year (reduced by the expected tax on Trust investment income for
         such year), if contributed to the Trust on an equal percentage of
         projected Pension Earnings basis at the end of such year and each
         subsequent year through the later of (x) the date of completion of
         16-2/3 years of Service or (y) the end of the tenth Contribution Year
         (but not earlier than December 31, 2004 for an Initial Participant),
         but in no event later than the Target Date (the "Funding Target Date"),
         is required to accumulate in the Trust as of the Funding Target Date an
         amount equal to the present value as of such date of the sum of the
         Participant's after-tax Target Benefit under this Plan and his
         after-tax Target Benefit under the Weirton SERP.


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                  (ii) For each subsequent Contribution Year which ends prior to
         the Funding Target Date, the Plan's actuary shall, if necessary,
         redetermine and adjust the Level Percent on the same basis set forth in
         clause (i) of this paragraph.

                  (iii) For the Contribution Year in which the Funding Target
         Date falls, the Plan's actuary shall, if necessary, redetermine and
         adjust the Level Percent on the same basis set forth in clause (i) of
         this paragraph, except that the Target Benefit and the value of the
         Trust assets under this Plan and the Weirton SERP shall be determined
         as of the Calculation Date following the end of such year.

                  (c) Notwithstanding the foregoing provisions of this Section,
the payment otherwise provided under paragraph (a) or (b) of this Section shall
be reduced by any payment (without regard to any gross-up provision) to such
Participant for the applicable Contribution Year under the Weirton SERP.

                  (d) If the Participant notifies the Administrative Committee
at least 15 days before the payment to him under paragraph (a) of this Section
that he will contribute the amount of such payment to the Trust, Weirton shall
make an additional cash payment to him at the same time in an amount (less
applicable withholding) equal to the amount needed to compensate the Participant
for additional income tax liability resulting from the payment under paragraph
(a) and this paragraph (d) estimated in accordance with the applicable
pre-retirement tax rate as determined in accordance with Section 6.1(a).

         6.3(a) For the calendar year in which the Funding Target Date falls and
for each subsequent Contribution Year, Weirton shall make a cash payment not
later than December 31 of the applicable Contribution Year to each Participant
in an amount (less applicable withholding) equal to the sum of (A) and (B) --

                  (A) The present value as of the Calculation Date of the
         increase or decrease in such Participant's after-tax Target Benefit
         under this Plan and the Weirton SERP from the previous Calculation Date
         to the applicable Calculation Date;

                  (B) An adjustment equal to the accumulated difference, for the
         period between the last day of the calendar year in which the
         Participant's Funding Target Date falls and the Calculation Date,
         between the actual after-tax investment return and the applicable
         pre-retirement after-tax interest rate as determined in accordance with
         Section 6.1(a),

amortized over the period between the Calculation Date and such Participant's
Target Date based on the applicable pre-retirement after-tax interest rate as
determined in
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accordance with Section 6.1(a). For any Noncontributory Year for
an Active Participant referred to in Section 6.6(a), this paragraph shall be
applied using imputed investment income as if his cash payments had been
contributed to the Trust, but only to the extent that such application reduces
the amount of the cash payment otherwise calculated for such Participant.

         Notwithstanding the foregoing provisions of this Section:

                  (A) The payment otherwise provided under this paragraph (a)
         shall be reduced by any payment (without regard to any gross-up
         provision) to such Participant for the applicable Contribution Year
         under the Weirton SERP to the extent not applied under Section 6.2(c).

                  (B) The cash payment to any Participant under this Section for
         any Contribution Year shall not exceed the excess, if any, of (i) the
         present value as of the Calculation Date immediately following the end
         of such year of the sum of his after-tax Target Benefit under this Plan
         and his after-tax Target Benefit under the Weirton SERP as of such date
         over (ii) the value of the Trust assets under this Plan and the Weirton
         SERP as of the last day of such year (reduced by the expected tax on
         Trust investment income for such year).

         (b) If the Participant notifies the Administrative Committee at least
15 days before the payment to him under paragraph (a) of this Section that he
will contribute the amount of such payment to the Trust, Weirton shall make an
additional cash payment to him at the same time in an amount (less applicable
withholding) equal to the amount needed to compensate the Participant for
additional income tax liability resulting from the payment under paragraph (a)
and this paragraph (b) estimated in accordance with the applicable
pre-retirement tax rate as determined in accordance with Section 6.1(a).

         6.4(a) If a Participant's separation from service with Weirton occurs
other than by reason of retirement under the terms of the Weirton Retirement
Plan, involuntary termination of employment or death or if a Participant ceases
to be such pursuant to Section 4.2, Weirton shall not make a payment to such
Participant for the year in which such separation or cessation occurred or for
any subsequent year except to the extent a payment has already been made to the
Participant for such year.

         (b) If a Participant's separation from service with Weirton occurs by
reason of retirement under the terms of the Weirton Retirement Plan, involuntary
termination of employment or death, Weirton shall make a cash payment to such
Participant or his Beneficiary not later than December 31 after such
Participant's separation in the same

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amount (less applicable withholding) that would have been made to such
Participant as determined in Section 6.2 or 6.3, as applicable, had he remained
in active service with Weirton as of the last day of such year. No further
payments shall be made to or on behalf of such Participant for any subsequent
year.

         (c) For purposes of paragraph (b) of this Section, the date of a
Participant's separation by reason of involuntary termination of employment
shall be determined as follows --

                  (A) For a Participant who is a party to an Employment
         Agreement, such separation date shall be determined in accordance with
         such agreement.

                  (B) For a Participant who is not a party to an Employment
         Agreement and who is receiving severance pay following his last day
         worked, such separation date shall be the date of expiration of such
         severance pay.

                  (C) For a Participant who is not a party to an Employment
         Agreement and who is receiving severance pay and IPP benefits following
         his last day worked, such separation date shall be the date of
         expiration of such severance pay, without regard to continuance of IPP
         benefits thereafter.

         6.5(a) Upon a Participant's election to receive his benefits hereunder
from the Trust as of the last day of any year after the Target Date in
accordance with Section 7.3(b), Weirton shall make a cash payment to such
Participant not later than the last day of such year in an amount (less
applicable withholding) equal to the excess of (i) the present value as of the
last day of such year of the sum of the Participant's after-tax Target Benefit
under this Plan and his after-tax Target Benefit under the Weirton SERP as of
such date, based on the Actuarial Assumptions, over (ii) the value of the Trust
assets under this Plan and under the Weirton SERP as of such date (reduced by
the expected tax on Trust investment income for such year), reduced by (iii) any
payment (without regard to any gross-up provision) to such Participant for such
year under the Weirton SERP and any payment under Section 6.4(b) for such year.

         (b) Weirton shall make an additional cash payment to him at the same
time in an amount (less applicable withholding) equal to the amount needed to
compensate the Participant for additional income tax liability resulting from
the payment under paragraph (a) and this paragraph (b) estimated in accordance
with the applicable pre-retirement tax rate as determined in accordance with
Section 6.1(a).


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         6.6 Notwithstanding the foregoing provisions of this ARTICLE:

         (a) If a Participant does not contribute the payments to him under
Sections 6.1, 6.2 and 6.3 to the Trust for any calendar year (the
"Noncontributory Year"), his Level Percent for all subsequent Contribution Years
shall remain fixed at the Level Percent applicable to the Noncontributory Year,
subject to Section 6.2(b)(ii) and Section 6.3(a), but only to the extent such
provisions reduce such Participant's Level Percent. Following a Noncontributory
Year, no further payments to such Participant under the Plan may be contributed
to the Trust, and no payments will be made to him under Section 6.1(d), 6.2(d),
6.3(b) or 6.5.

         (b) If a Participant who remains in active service with Weirton after
the Target Date elects to receive his benefits under the Plan prior to his
retirement from service, no payments shall be made to such Participant for the
year after the year in which he receives his benefits and any subsequent year.

         (c) The cash payment under Section 6.2(a) or 6.3(a), as applicable, for
any Contribution Year shall not exceed the excess of (i) the present value of
the sum of the Participant's after-tax Target Benefit under this Plan and his
after-tax Target Benefit under the Weirton SERP as of the last day of such year
over (ii) the value of the Trust assets under this Plan and the Weirton SERP as
of the last day of such year (reduced by the expected tax on Trust investment
income for such year), reduced by (iii) any payment (without regard to any
gross-up provision) to such Participant for such year under the Weirton SERP.



                                   ARTICLE VII

                               Retirement Benefits

         7.1 All retirement benefits payable hereunder shall be payable solely
from the Trust.

         7.2 Upon a Participant's Target Date or, if earlier, upon his death,
retirement from service with Weirton with eligibility for an unreduced regular
pension or involuntary termination of employment with Weirton, as determined by
the Administrative Committee (the "Benefit Payment Date"), the Participant (or,
in the case of his death, his Beneficiary) shall be entitled to receive benefits
hereunder.


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         7.3(a) The assets in the Trust and/or the proceeds from the disposition
thereof shall be paid to the Participant or his Beneficiary in a lump sum, in
cash and/or in kind, as elected by the Participant or Beneficiary, within 60
days after the end of the calendar year in which his Benefit Payment Date
occurs.

         (b) Notwithstanding the provisions of paragraph (a) of this Section,
the provisions of paragraph (a) shall not apply to a Participant who remains in
active service with Weirton after the Target Date unless he elects to receive
his benefits under such paragraph prior to the end of the year in which the
Target Date falls. If a Participant referred to in the preceding sentence does
not make the election referred to therein, he may elect to receive his benefits
hereunder under paragraph (a) as of the end of any subsequent year in which he
remains in active service with Weirton. If such a Participant does not elect to
receive his benefits prior to his retirement from service, the payment of
benefits referred to in paragraph (a) shall be made within 60 days after the end
of the calendar year in which his Retirement Date occurs.

         7.4 A Participant shall, prior to the filing of his Federal income tax
return for any such year, withdraw from the Trust an amount equal to the
applicable pre-retirement tax rate percentage of the Trust income which is
taxable to him for any calendar year which ends prior to the payment under
Section 7.3.


                                  ARTICLE VIII

                                      Trust

         8.1 A Participant may, as grantor, establish a Trust with a bank or
trust company designated by Weirton, as trustee.

         8.2 Payments to a Participant under ARTICLE VI may be contributed to
the Trust in accordance with and subject to the provisions hereof.

         8.3 Retirement benefits under ARTICLE VII shall be paid from the Trust.

         8.4 The investment of the assets in the Trust shall be managed by the
Investment Committee in accordance with the terms and provisions of the Trust.





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                                   ARTICLE IX

                            Amendment and Termination

         9.1 Weirton, by action of the Weirton CEO, upon the recommendation of
the Administrative Committee, may, except as otherwise provided in this Section,
at any time modify or amend, in whole or in part, any or all of the provisions
of the Plan. Any such amendment shall be by an instrument in writing executed on
behalf of Weirton by the Weirton CEO. Upon the execution and delivery of any
such instrument, the Plan shall be deemed to have been amended in the manner set
forth therein, and Weirton and each Participant, former Participant, and the
Beneficiary of either of the foregoing shall be bound thereby; provided,
however, that no such amendment may cause a reduction in an amount previously
paid to any Participant hereunder or have any adverse effect on any Trust
established by a Participant.

         9.2 Weirton, by action of the Weirton CEO, may discontinue payments to
Participants hereunder or terminate the Plan in part or in whole at any time.

         9.3 Upon termination of the Plan in its entirety, the entire fair
market value of the assets in the Trust shall be paid to the applicable
Participant or Beneficiary within 60 days after the effective date of such
termination.


                                    ARTICLE X

                                  Miscellaneous

         10.1 Nothing in the Plan shall be construed as a contract of employment
between Weirton and a Participant, and the Plan shall not afford a Participant a
right of continued employment with Weirton.

         10.2 Payments and benefits under this Plan may not be assigned or
hypothecated. To the extent permitted by law, no such payments or benefits shall
be subject to legal process or attachment for the payment of any claim of any
person entitled to receive the same.

         10.3 The validity of the Plan or of any of its provisions shall be
determined under, and it shall be construed and administered according to, the
laws of the State of West Virginia.


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