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                                                                 Exhibit 10.7


                            WEIRTON STEEL CORPORATION
                             1998 STOCK OPTION PLAN


                                    ARTICLE I
                                     PURPOSE

          This 1998 Stock Option Plan (the "Plan") is intended as an incentive
to improve the performance and encourage the continued employment of eligible
employees of Weirton Steel Corporation (the "Company") participating in the
Plan, by means of increasing their proprietary interest in the Company's
long-term success through stock ownership and by affording them the opportunity
for additional compensation related to the value of the Company's stock.

          The word "Company," when used in the Plan with reference to
employment, shall include subsidiaries of the Company. The word "subsidiary,"
when used in the Plan, shall mean any subsidiary of the Company within the
meaning of Section 425(f) of the Internal Revenue Code of 1986, as it may be
amended from time to time.


                                   ARTICLE II
                                 ADMINISTRATION

          The Plan shall be administered by a Stock Option Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
solely from among its members and shall consist of not less than two members
thereof who are (and shall remain Committee members only so long as they remain)
"non-employee directors" as defined in Rule 16b-3 under the Securities Exchange
Act of 1934 or any successor provision thereto.

          Subject to the provisions of the Plan, the Committee shall have sole
authority, in its absolute discretion: (a) to determine which of the eligible
employees of the Company and its subsidiaries shall be granted options; (b) to
authorize the granting of non-qualified stock options; (c) to determine the
times when options shall be granted and the number of shares to be subject to
options; (d) to determine the option price of the shares subject to each option,
which price shall be not less than the minimum specified in ARTICLE V; (e) to
determine the time or times when each option becomes exercisable, the duration
of the exercise period and any other restrictions on the exercise of options
issued hereunder; (f) to prescribe the form or forms of the option agreements
under the Plan (which forms shall be consistent with the terms of the Plan, but
need not be identical and may contain such terms as the Committee may deem
appropriate to carry out the purposes of the Plan); (g) to adopt, amend and
rescind such rules and regulations as, in its opinion, may be advisable in the
administration of the Plan; and (h) to construe and interpret the Plan, the
rules and regulations and the option agreements under the Plan and to make all
other determinations deemed necessary or advisable for the administration of the
Plan, in connection with which all such decisions, determinations and
interpretations of the


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Committee shall be final and binding on all optionees.


                                   ARTICLE III
                                      STOCK

        The stock subject to options granted under the Plan shall be shares of
Common Stock of the Company, par value $.01 per share ("Stock"), which shall
consist of authorized but unissued shares or previously issued shares reacquired
by the Company and held in its treasury, or any combination of the foregoing, as
authorized from time to time by the Board. Under the Plan, the total number of
shares of Stock which may be purchased pursuant to options granted hereunder
shall not exceed, in the aggregate, 3,250,000 shares, except as such number of
shares shall be adjusted in accordance with the provisions of ARTICLE X hereof.

        The number of shares of Stock available for grant of options under the
Plan shall be decreased by the sum of the number of shares with respect to which
options have been issued and are then outstanding and the number of shares
issued upon exercise of options. In the event that any outstanding option under
the Plan for any reason expires, is terminated, or is canceled prior to the end
of the period during which options may be granted, the shares of Stock called
for by the unexercised portion of such option may again be subject to an option
under the Plan.


                                   ARTICLE IV
                           ELIGIBILITY OF PARTICIPANTS

        Officers and other key employees of the Company or of its subsidiaries
(excluding any person who is a member of the Committee) shall be eligible to
participate in the Plan.



                                    ARTICLE V
                                  OPTION PRICE

        The option price of each option granted under the Plan shall be
determined by the Committee; provided, however, that the option price shall be
not less than the fair market value of the Stock at the time the option is
granted. Notwithstanding the preceding sentence, in the event options are
granted hereunder in substitution for previously granted stock appreciation
rights or similar units, the option price of each such option may be not less
than the per share price of the Company's Common Stock used as the amount to be
subtracted to derive the value of each such right or unit. In no event, shall
the option price of any option which relates to an authorized but unissued share
of Stock be less than the par value on the date an option is granted.

        If the Company's Common Stock is listed on one or more national
securities

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exchanges, the fair market value shall be deemed to be the mean between the
highest and lowest sale prices reported on the principal national securities
exchange on which such stock is listed and traded on the date immediately
preceding the date on which the option is granted, or, if there is no such sale
on that date, then on the last preceding date on which such a sale was reported.


                                   ARTICLE VI
                          EXERCISE AND TERMS OF OPTIONS

        The Committee shall determine the dates after which, and/or the
conditions or restrictions which must be satisfied before, options may be
exercised, in whole or in part. If an option is exercisable in installments,
installments or portions thereof which are exercisable and are not exercised
shall remain exercisable until the option expires.

        Any other provision of the Plan notwithstanding, no option shall be
exercised after the date ten years from the date of grant of such option (the
"Termination Date") .

        Stock options granted hereunder to employees may provide that if, prior
to the Termination Date, an optionee shall cease to be employed by the Company
or a subsidiary thereof for any reason (including death or disability), the
option will remain exercisable by the optionee or, in the event of his death, by
the person or persons to whom the optionee's rights under the option would pass
by will or the applicable laws of descent and distribution for a period not
extending beyond three years after the date of cessation of employment, but in
no event later than the Termination Date, to the extent it was exercisable at
the time of cessation of employment.


                                   ARTICLE VII
                               PAYMENT FOR SHARES

        Payment for shares of Stock acquired pursuant to an option granted
hereunder shall be made in full, upon exercise of the option, by certified or
bank cashier's check payable to the order of the Company, by the surrender to
the Company of shares of Stock or by any combination thereof. The form of
payment shall be at the election of the optionee. The Company in its discretion,
and subject to any reasonable procedures required by its registrars and transfer
agents, may credit or apply shares of Stock held by the optionee and identified
to the Company toward payment of the applicable option exercise price without
actual surrender of the certificate representing such shares and may cause to be
issued to the optionee certificates for shares representing the balance of the
shares to be issued upon exercise of the option. The Company may, in its
discretion, require that an optionee pay to the Company, at the time of
exercise, such amount as the Company deems necessary to satisfy its obligation
to withhold Federal, state, or local income or other taxes incurred by reason of
the exercise or the transfer of shares thereupon.

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                                  ARTICLE VIII
                      NON-TRANSFERABILITY OF OPTION RIGHTS

        No option shall be transferable, except by will or the laws of descent
and distribution. During the lifetime of the optionee, the option shall be
exercisable only by the optionee.


                                   ARTICLE IX
                  ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

        The aggregate number of shares of Stock which may be purchased or
acquired pursuant to options granted hereunder, the number of shares of Stock
covered by each outstanding option and the price per share thereof in each such
option shall be appropriately adjusted for any increase or decrease in the
number of outstanding shares of Stock resulting from a stock split or other
subdivision or consolidation of shares of Stock or for other capital adjustments
or payments of stock dividends or distributions or other increases or decreases
in the outstanding shares of Stock effected without receipt of consideration by
the Company. Any adjustment shall be conclusively determined by the Committee.

            If the Company shall be the surviving corporation in any merger or
reorganization or other business combination, any option granted hereunder shall
cover the securities or other property to which a holder of the number of shares
of Stock covered by the unexercised portion of the option would have been
entitled pursuant to the terms of the merger. Upon any merger or reorganization
or other business combination in which the Company shall not be the surviving
corporation, or a dissolution or liquidation of the Company, or a sale of all or
substantially all of its assets, the Company shall pay to each optionee in cash,
in exchange for the cancellation of any outstanding options of the optionee
hereunder, an amount equal to the difference between the fair market value (on
the date of the applicable corporate transaction) of the Stock subject to the
unexercised portion of the option and the exercise price of such portion of the
option. Notwithstanding the foregoing, in the event of such merger or other
business combination or a sale of all or substantially all of the Company's
assets, the surviving or resulting corporation, as the case may be, or any
parent or acquiring corporation thereof may grant substitute options to purchase
its shares on such terms and conditions, both as to the number of shares and
otherwise, which shall substantially preserve, in the good faith judgment of the
Committee, the rights and benefits of any option then outstanding hereunder.

        Stock option agreements under the Plan may provide that upon stockholder
approval of a merger, reorganization or other business combination, whether or
not the Company is the surviving corporation, or a dissolution or liquidation of
the Company or a sale of all or substantially all of its assets, all unmatured
installments of the stock option shall vest and become immediately exercisable
in full.


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        The foregoing adjustments and the manner of application of the foregoing
provisions, including the issuance of any substitute options, shall be
determined by the Committee in its sole discretion. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become
subject to an option.


                                    ARTICLE X
                        NO OBLIGATION TO EXERCISE OPTION

        Granting of an option shall impose no obligation on the recipient to
exercise such option.


                                   ARTICLE XI
                                 USE OF PROCEEDS

        The proceeds received from the sale of Stock pursuant to the Plan shall
be used for general corporate purposes.


                                   ARTICLE XII
                             RIGHTS AS A STOCKHOLDER

        An optionee or a transferee of an option (to the extent permitted
hereunder) shall have no rights as a stockholder with respect to any share
covered by the option until such person shall have become the holder of record
of such share, and such person shall not be entitled to any dividends or
distributions or other rights in respect of such share for which the record date
is prior to the date on which such person shall have become the holder of record
thereof, except as otherwise provided in ARTICLE IX.


                                  ARTICLE XIII
                              NO EMPLOYMENT RIGHTS

        Nothing in the Plan or in any option granted hereunder shall confer on
any optionee any right to continue in the employ of the Company or any of its
subsidiaries, or to interfere in any way with the right of the Company or any of
its subsidiaries to terminate the optionee's employment at any time.


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                                   ARTICLE XIV
                               COMPLIANCE WITH LAW

        The Company is relieved from any liability for the non-issuance or
non-transfer, or any delay in the issuance or transfer, of any shares of Stock
subject to options under the Plan which results from the inability of the
Company to obtain, or any delay in obtaining, from any regulatory body having
jurisdiction all requisite authority to issue or transfer any such shares if
counsel for the Company deems such authority necessary for lawful issuance or
transfer thereof. Appropriate legends may be placed on the stock certificates
evidencing shares issued upon exercise of options to reflect any transfer
restrictions.


                                   ARTICLE XV
                             CANCELLATION OF OPTIONS

        The Committee, in its discretion, may, with the consent of any optionee,
cancel any outstanding option hereunder.


                                   ARTICLE XVI
                     EFFECTIVE DATE; EXPIRATION DATE OF PLAN

        The Plan shall become effective upon adoption by the Company's Board of
Directors. The expiration date of the Plan, after which no option may be granted
hereunder, shall be the tenth anniversary of the adoption of the Plan by the
Board of Directors.


                                  ARTICLE XVII
                       AMENDMENT OR DISCONTINUANCE OF PLAN

        The Board may, without the consent of the optionees under the Plan, at
any time terminate the Plan entirely and at any time or from time to time amend
or modify the Plan, provided that no such action shall adversely affect options
theretofore granted hereunder without the optionee's consent.


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