**Exhibit 10.7****WHEELING-PITTSBURGH STEEL CORPORATION****SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN****Effective August 1, 2006**
 

 
           ARTICLE I DEFINITIONS  2               1.1  “Account”  2    1.2  “Actuarially Equivalent”  2    1.3  “Annuity Forms of Benefit”  2    1.4  “Beneficiary”  2    1.5  “Board”  2    1.6  “Cause”  2    1.7  “Change in Control”  3    1.8  “Code”  4    1.9  “Company”  4    1.10  “Compensation”  4    1.11  “Compensation Committee”  4    1.12  “Contributions”  4    1.13  “Credited Service”  4    1.14  “Disability” or “Disabled”  4    1.15  “ERISA”  5    1.16  “Fifty Percent Joint and Survivor Annuity”  5    1.17  “Good Reason”  5    1.18  “Lump Sum”  6    1.19  “One Hundred Percent Joint and Survivor Annuity”  6    1.20  “Participant”  6    1.21  “Plan”  6    1.22  “Retirement Benefit”  6    1.23  “Separation from Service”  6    1.24  “Single Life Annuity”  6    1.25  “Specified Employee”  6    1.26  “Ten-Year Certain Annuity”  7    1.27  “Years of Credited Service”  7            ARTICLE II ADMINISTRATION  7               2.1  Compensation Committee  7    2.2  Claims Procedures  8            ARTICLE III PARTICIPATION, INITIAL ELECTIONS AND ALLOCATIONS  9               3.1  Participation  9    3.2  Initial Elections  9    3.3  Subsequent Elections  10    3.4  Company Contributions and Allocation  10    3.5  Earnings  10            ARTICLE IV RETIREMENT AND DEATH BENEFITS  11               4.1  Separation From Service  11 
 

 
              4.2  Vesting on Certain Separations From Service  11    4.3  Death Benefit  11    4.4  Separation from Service Prior to Vesting or For Cause  11    4.5  Effect of Change in Control  12    4.6  Compliance with Certain Obligations  12            ARTICLE V TIMING AND FORM OF RETIREMENT BENEFIT  12               5.1  Timing  12    5.2  Form  15    5.3  Effect of Separation From Service and Reemployment  15            ARTICLE VI FUNDING  16            ARTICLE VII AMENDMENT AND TERMINATION  16               7.1  Amendment  16    7.2  Termination  16            ARTICLE VIII GENERAL PROVISIONS  17               8.1  Payments to Minors and Incompetents  17    8.2  No Contract  18    8.3  Non-Alienation of Benefits  18    8.4  Income Tax Withholding  18    8.5  Governing Law  18    8.6  Captions  18    8.7  Severability  19    8.8  Notices  19    8.9  Binding Nature; Assignability  19    8.10  Gender, Singular and Plural  19    8.11  409A Compliance  19            APPENDIX A  1            APPENDIX B  1 
 

 
**WHEELING-PITTSBURGH STEEL CORPORATION****SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN****PREAMBLE**Effective August 1, 2006, the Board of Directors of Wheeling-Pittsburgh Corporation (the “Parent”)established this nonqualified deferred compensation plan referred to as the Wheeling-PittsburghSteel Corporation Supplemental Executive Retirement Plan (the “Plan”) for the benefit of a selectgroup of management or highly compensated employees of the Parent and its subsidiaries.It is intended that the Plan be exempt from the reporting, disclosure, participation, vesting,funding and fiduciary responsibility requirements of Title I of the Employee Retirement IncomeSecurity Act of 1974 because it is an unfunded plan maintained by an employer for the purpose ofproviding benefits for a select group of management or highly compensated employees.
 

 
ARTICLE IDEFINITIONSThe following words and phrases when used in the Plan shall have the meanings indicated in thisArticle I. Unless indicated otherwise, references herein to articles and sections are to articlesand sections of the Plan. 1.1 “Account” means the bookkeeping account maintained for each Participant on the books of theCompany to which Company Contributions, and earnings and losses, thereon, are credited.  1.2 “Actuarially Equivalent” means a benefit of equal value, determined using (a) the annualinterest rate on 30-year Treasury securities, as specified by the Commissioner of InternalRevenue pursuant to Section 417(e)(3)(A)(ii)(II) of the Code, for the month immediatelypreceding the month in which distribution of the Participant’s Retirement Benefit is made orcommences, and (b) the 1994 Group Annuity Reserving Table projected using scale AA from 1994to the calculation date.  1.3 “Annuity Forms of Benefit” means the Fifty Percent Joint and Survivor Annuity, the OneHundred Percent Joint and Survivor Annuity, the Single Life Annuity, and the Ten-Year CertainSingle Life Annuity. All Annuity Forms of Benefit shall be of Actuarially Equivalent value.  1.4 “Beneficiary” means any individual designated by a Participant as his beneficiary inaccordance with procedures established by the Compensation Committee. If a Participant has noBeneficiary designation in effect, or if the Participant’s designated Beneficiary predeceasesthe participant, the Participant’s Beneficiary shall be the Participant’s surviving spouse, ifany, and if none, the Participant’s estate.  1.5 “Board” means the Board of Directors of the Parent.  1.6 “Cause” means (a) if the Participant is subject to an employment agreement with the Parent orCompany containing a definition of “cause”, the meaning set forth in such employmentagreement, or (b) if the Participant is not subject to an employment agreement with the Parentor Company, the Participant has (i) been convicted of,or has pled guilty or *nolo contendere*to, any felony, or any misdemeanor involving moral turpitudeunder the laws of the United States or any state or political subdivisions thereof; (ii) committed abreach of duty of loyalty which is materially detrimental to the Parent or Company; (iii) materiallyviolated the provisions of any restrictive covenant applicable to the Participant; (iv) failed toperform or adhere to explicitly stated duties or guidelines of employment or to follow thedirectives of the Board (which are not unlawful to perform or to adhere to or follow and which arewithin the scope of the Participant’s duties) following a written warning that if such failurecontinues it will
- 2 -

 
   be deemed a basis for a “For Cause” dismissal; or (v) acted with gross negligenceor willful misconduct in the performance of the Participant’s duties. No act, or failure to act, onthe Participant’s part shall be deemed “willful” unless done, or omitted to be done, by theParticipant not in good faith and without reasonable belief that the Participant’s act, or failureto act, was in the best interest of the Parent or Company. Following a Change of Control,subsection (b)(iv) above shall be deleted from this definition of “Cause.”  1.7 “Change in Control” means the occurrence of any of the following: (a) a merger or consolidation of the Parent or Company with or into another personor the sale, transfer, or other disposition of all or substantially all of the Parent’sor Company’s assets to one or more other persons in a single transaction or series ofrelated transactions, unless securities possessing more than 50% of the total combinedvoting power of the survivor’s or acquirer’s outstanding securities (or the securitiesof any parent thereof) are held by a person or persons who held securities possessingmore than 50% of the total combined voting power of the Parent immediately prior tothat transaction;  (b) any person or group of persons (within the meaning of Section 13(d)(3) of theSecurities Exchange Act of 1934, as amended and in effect from time to time), otherthan the Parent, the Company or an affiliate, directly or indirectly acquiresbeneficial ownership (determined pursuant to Securities and Exchange Commission Rule13d-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 atender or exchange offer made directly to the Parent’s stockholders; or  (c) over a period of 36 consecutive months or less, there is a change in thecomposition of the Board such that a majority of the members of the Board (rounded upto the next whole number, if a fraction) ceases to be composed of individuals whoeither (1) have been members of the Board continuously since the beginning of the36-month period referred to above or (2) have been elected or nominated for election asBoard members during such period by at least a majority of the members Board describedin the preceding clause (1) who were still in office at the time that election ornomination was approved by the Board, provided, however, that a Change of Controlshall be deemed to have occurred in any event if, by reason of one or more actual orthreatened proxy contests for the election of directors or otherwise, a majority ofthe 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 periodat the request or on behalf of the same person or group of persons (within themeaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended andin effect from time to time).
- 3 -

 
 1.8 “Code” means the Internal Revenue Code of 1986, as amended.  1.9 “Company” means Wheeling-Pittsburgh Steel Corporation and any entity that acquires orsucceeds to all or substantially all of the Company’s business or assets and any successor toany such entity.  1.10 “Compensation” means the total amount of a Participant’s base salary and any bonus or othercash incentive compensation (excluding any cash or other payment under or in connection withthe Company’s equity incentive plans, including but not limited to the 2003 Management StockIncentive Plan) paid or otherwise received by Participant during the applicable Plan Year.For a Participant’s initial year of participation in the Plan, only Compensation earned andpayable after the effective date of the Participant’s participation in the Plan shall beincluded for purposes of this definition.  1.11 “Compensation Committee” means the Compensation Committee of the Board.  1.12 “Contributions” means the amounts contributed by the Company to the Plan on behalf of eachParticipant pursuant to Section 3.4.  1.13 “Credited Service” means all calendar months of employment with the Company and itssubsidiaries, whether or not consecutive. Calendar months in which a Participant was employedat any time during the month shall be included in determining the Participant’s CreditedService. Notwithstanding the foregoing, the following special service rules shall apply: (a) a Participant shall not receive any Credited Service for pre-acquisitionperiods of employment for a company or business that is acquired by the Parent or itssubsidiaries, whether by acquisition of stock, acquisition of assets, merger orotherwise; and  (b) a Participant may be granted additional Credited Service at the sole discretionand approval of the Compensation Committee. 1.14 “Disability” or “Disabled” means any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for a continuous period ofnot less than 12 months and (a) renders the Participant unable to engage in any substantial gainful activity;or  (b) because of which the Participant has been in receipt of income replacementbenefits for a period of not less than 3 months under an accident and health plancovering employees of the Company.   A Participant shall only be treated as Disabled for purposes of this Plan if the Participanthas been determined to be disabled by an insurer providing disability insurance benefitsunder a disability insurance program sponsored by the Parent
- 4 -

 
   or Company, provided that thedefinition of disability used to determine eligibility for disability insurance benefitsunder such disability insurance program requires a level of disability that would satisfythe preceding provisions of this Section. Any Disability determination shall be made inaccordance with Section 409A of the Code and any regulations or other guidance thereunder.  1.15 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and theregulations thereunder.  1.16 “Fifty Percent Joint and Survivor Annuity” means, with respect to a Participant, a form ofpayment that is Actuarially Equivalent to a Lump Sum benefit and under which the benefit ispaid in monthly installments commencing as set forth in Section 5.1 and continuing for thelifetime of the Participant, with 50% of such amount being paid to the Participant’sBeneficiary for so long as the Beneficiary survives after the Participant’s death.  1.17 “Good Reason” means (a) if the Participant is subject to an employment agreement with theParent or Company containing a definition of “good reason”, the meaning set forth in suchemployment agreement, or (b) if the Participant is not subject to an employmentagreement with the Parent or Company, (i) with respect to a Participant who is a seniorexecutive officer, the assignment to the Participant of any duties materially inconsistentwith the Participant’s status as a senior executive officer of the Parent or Company, asapplicable, or a meaningful alteration, adverse to the Participant, in the nature or statusof the Participant’s responsibilities (other than reporting responsibilities); (ii)permanent relocation of the Participant’s principal place of employment to a location morethan seventy-five miles distant from the Participant’s existing principal place ofemployment; (iii) a reduction by the Company in the Participant’s annual base salary exceptfor across-the-board salary reductions similarly affecting all senior executives of theParent or Company and all senior executives of any person in control of the Parent orCompany; (iv) the failure by the Parent or the Company to continue in effect anycompensation plan in which the Participant participates which is material to theParticipant’s total compensation, or the continuation by the Parent or Company ofParticipant’s participation therein on a basis materially less favorable, both in terms ofthe amount of benefits provided and the level of the Participant’s participation, relativeto other participants; or (v) the failure by the Parent or the Company to continue toprovide the Participant with benefits substantially similar to those enjoyed by theParticipant under any of the Parent’s or Company’s pension, life insurance, medical, healthand accident, or disability plans at any time subsequent to the Effective Date, or thetaking of any action by the Parent or Company which would directly or indirectly materiallyreduce any of such benefits or deprive the Participant of any material fringe benefitenjoyed by the Participant at any time subsequent to the Effective Date. Notwithstandingthe foregoing, the events described in (iv) and (v) above shall not constitute “Good Reason”where they are the direct result of the elimination or modification of benefit plans orarrangements by the Parent or Company with respect to employees generally. Unless otherwiseprovided by the Compensation
- 5 -

 
   Committee, no termination by a Participant shall be deemed tobe with “Good Reason” unless the Participant gives notice of such termination (includingnotice given under the terms of the Participant’s employment agreement with the Parent orCompany, if applicable) within sixty (60) days of the occurrence of an event constituting“Good Reason” hereunder.  1.18 “Lump Sum” means a single sum benefit that is equal to the balance credited to aParticipant’s Account.  1.19 “One Hundred Percent Joint and Survivor Annuity” means, with respect to a Participant, a formof payment that is Actuarially Equivalent to a Lump Sum benefit and under which the benefit ispaid in monthly installments commencing as set forth in Section 5.1 and continuing for thelifetime of the Participant, with 100% of such amount being paid to the Participant’sBeneficiary for so long as the Beneficiary survives after the Participant’s death.  1.20 “Participant” means an employee of the Parent or any of its subsidiaries who isselected for participation in accordance with Section 3.1.  1.21 “Plan” means this Wheeling-Pittsburgh Steel Corporation Supplemental Executive RetirementPlan, as set forth herein and as amended from time to time in accordance herewith.  1.22 “Retirement Benefit” means the applicable benefit described in Article III.  1.23 “Separation from Service” means a Participant’s death, Disability, retirement or othertermination of employment with the Parent, the Company and any subsidiaries thereof;provided, however, that, for purposes of this definition, the employmentrelationship is treated as continuing intact while the Participant is on military leave, sickleave, or other bona fide leave of absence (such as temporary employment by the government) ifthe period of such leave does not exceed six months, or if longer, so long as theParticipant’s right to reemployment with the Company is provided either by statute or bycontract. If the period of leave exceeds six months and the Participant’s right toreemployment is not provided either by statute or by contract, the employment relationship isdeemed to terminate on the first date immediately following such six-month period. The term“Separation from Service” shall be interpreted and applied in accordance with Section 409A ofthe Code and any regulations or other guidance thereunder.  1.24 “Single Life Annuity” means a form of payment that is Actuarially Equivalent to a Lump Sumbenefit under which the benefit is paid in monthly installments commencing as set forth inSection 5.1 and continuing for the lifetime of the Participant.  1.25 “Specified Employee” means a key employee (as defined in Section 416(i) of the Code withoutregard to Section 416(i)(5) of the Code) of the Company,
- 6 -

 
   determined in accordance with Section409A of the Code and any regulations or other guidance thereunder.  1.26 “Ten-Year Certain Annuity” means, with respect to a Participant, a form of payment that isActuarially Equivalent to a Lump Sum benefit and under which the benefit is paid in monthlyinstallments commencing as set forth in Section 5.1 and continuing for the longer of (a) thelifetime of the Participant or (b) 120 months. In the event that the Participant dies beforehaving received payment for 120 months, the remaining installmentpayments that would have been paid to the Participant had the Participant survived to theend of the 120-month period shall be payable to such Participant’s Beneficiary.  1.27 “Years of Credited Service” means (a) the number of calendar months of Credited Service fromthe Participant’s original date of hire (taking into account all consecutive andnonconsecutive periods of employment), divided by (b) 12.ARTICLE IIADMINISTRATION 2.1 Compensation Committee (a) Responsibilities. The Plan shall be administered by the CompensationCommittee, which shall be responsible for the interpretation of the Plan andestablishment of the rules and regulations governing the administration thereof. TheCompensation Committee shall have full discretion to interpret and administer the Plan.The Compensation Committee’s decision in any matter involving the interpretation andapplication of this Plan shall be final and binding on all parties. Neither theCompensation Committee nor any member thereof nor the Company shall be liable for anyaction or determination made in good faith with respect to the Plan or the rights ofany person under the Plan.  (b) Authority of Members. The members of the Compensation Committee mayauthorize one or more of their number to execute or deliver any instrument, make anypayment or perform any other act that the Plan authorizes or requires the CompensationCommittee to do, including, without limitation, the retention of counsel and otheragents as it may require in carrying out the provisions of the Plan.  (c) Authority to Delegate. Any responsibility or authority assigned to theCompensation Committee under the Plan may be delegated to any other committee,consisting of employees or other persons, or such other person or persons, by name or,in the case of a delegation to an employee of the Company, by title or position withthe Company, consistent with the by-laws or other procedures of the CompensationCommittee; provided
- 7 -

 
   that such delegation is revocable by the Compensation Committee atany time, in its discretion.  (d) Records and Expenses. The Compensation Committee or its designeesshall keep such records as may be necessary for the administration of the Plan andshall furnish such periodic information to Participants as may be necessary ordesirable, in the sole discretion of the CompensationCommittee. All expenses of administering the Plan shall be paid by the Company andshall not affect a Participant’s right to, or the amount of, benefits. 2.2 Claims Procedures (a) General. All claims for benefits under the Plan shall be submitted to,and within 90 days thereafter decided by, in writing, the Compensation Committee. Ifthe Compensation Committee determines that an extension of time for processing theclaim is required, the Compensation Committee may extend the date by which a decisionis required to 180 days after the claim is submitted provided that the CompensationCommittee provides written notice of the extension to the claimant prior to thetermination of the initial 90-day period, including the special circumstances requiringan extension of time and the date by which the Compensation Committee expects to rendera decision.  (b) Information Provided Upon Denial of a Claim. Written notice of thedecision on each claim shall be furnished reasonably promptly to the claimant. If theclaim is wholly or partially denied, such written notice shall set forth (i) thespecific reason or reasons for the denial, (ii) reference to the specific Planprovisions on which the denial is based, (iii) a description of any additional materialor information necessary for the claimant to perfect the claim and an explanation ofwhy such material or information is necessary, and (iv) a description of the Plan’sreview procedures and the time limits applicable to such procedures, including astatement of the claimant’s right to bring a civil action under Section 502(a) ofERISA, as amended, following the denial of a claim on review.  (c) Appeals Procedure. A claimant may request a review by the CompensationCommittee of a decision denying a claim in writing within 60 days following receipt ofthe denial. All such reviews shall be decided in writing by the Compensation Committeewithin 60 days after receipt of the request for review. If the Compensation Committeedetermines that an extension of time for processing the review is required, theCompensation Committee may extend the date by which a decision is required to 120 daysafter the request for review is submitted provided that the Compensation Committeeprovides written notice of the extension to the claimant prior to the termination ofthe initial 60-day period, including
- 8 -

 
   the special circumstances requiring an extensionof time and the date by which the Compensation Committee expects to render a decision.  (d) In connection with a review of a denied claim for benefits, a claimant shall(i) have the opportunity to submit written comments, documents, records, and otherinformation relating to the claim for benefits, and (ii) be provided, upon request andfree of charge, reasonable access to, and copies of all documents, records, and otherinformation relevant to the claimant’s claim for benefits. The review of a denied claim shall take into accountall comments, documents, records, and other information submitted by the claimantrelated to the claim, without regard to whether such information was submitted orconsidered in the initial review of the claim. If a claim is denied upon review,the written notice of the denial shall specify (i) the specific reason or reasonsfor the denial, (ii) reference to the specific Plan provisions upon which the denialis based, and (iii) a statement that the claimant is entitled to receive, uponrequest and free of charge, reasonable access to, and copies of, all documents,records and other information relevant to the claimant’s claim for benefits.  (e) Authorized Representative. The claimant may have an authorizedrepresentative act on the claimant’s behalf in pursuing a benefit claim or appeal ofthe denial of the benefit. In order for a representative to be recognized as acting onbehalf of the claimant, the claimant must provide in writing to the CompensationCommittee the name, address and phone number of his authorized representative and astatement that the representative is authorized to act in his behalf concerning hisclaim for benefit, and if applicable, an appeal of the denial of the benefit.ARTICLE IIIPARTICIPATION, INITIAL ELECTIONS AND ALLOCATIONS 3.1 Participation. The Participants in the Plan shall consist of those employees setforth in Appendix A, and such other employees of the Company and its subsidiaries who areselected by the Compensation Committee for participation. After the Compensation Committeeapproves participation for an individual, the Company or the Compensation Committee shallprovide the individual with a notice of participation in the Plan and a description of thePlan.  3.2 Initial Elections. (a) General Rule. Within thirty (30) days of commencing participation inthe Plan, or at such later date and under such conditions as may be permitted underSection 409A of the Code and any guidance of the Internal
- 9 -

 
   Revenue Service thereunder,the Participant may make a written election, to the extent permitted by theCompensation Committee, to (i) receive his Retirement Benefit in one of the optionalforms of benefit described in Section 5.2(b) instead of a Lump Sum distribution as setforth in Section 5.2(a), or (ii) designate a commencement date for payment of his Retirement Benefitthat is later than the date specified in Section 5.1(a).  (b) New Payment Elections by December 31, 2006. Notwithstanding theprovisions of Section 3.2(a), a Participant may file the election described in Section3.2(a) at any time on or before December 31, 2006 and such election shall beimmediately effective; provided, that no election made under this Section 3.2(b) on orafter August 1, 2006 shall (i) affect any payment that would otherwise be made duringthe 2006 calendar year, or (ii) cause any payment that would otherwise be payable laterthan the 2006 calendar year to be made during the 2006 calendar year. 3.3 Subsequent Elections. A Participant may make a written election, to the extentpermitted by the Compensation Committee, to (a) change the form of payment provided underSection 5.2(a) or as previously-elected by the Participant, or (b) change the commencementdate provided under Section 5.1(a) or as previously-elected by the Participant to a latercommencement date; provided, however, that, except as may be otherwisepermitted by the Compensation Committee consistent with the requirements of Section 409A ofthe Code and any guidance of the Internal Revenue Service thereunder, any such election by aParticipant shall be subject to the following requirements: (i) the election must not takeeffect until at least 12 months after the date on which the election is made; (ii) thecommencement date elected must be at least 5 years later than the commencement date otherwiseapplicable under Section 5.1(a); and (iii) the election may not be made less than 12 monthsprior to the commencement date otherwise applicable under Section 5.1(a).  3.4 Company Contributions and Allocation. The Company shall credit to each Participant’sAccount the amount described in Appendix B. Allocations under this Section 3.4 shall becredited to the respective Accounts of the Participants for whom they are made on at least amonthly basis. Participants who have a Separation from Service, other than a voluntarytermination by the Participant without Good Reason, at any time during a calendar month shallbe credited with a full monthly allocation of the Participant’s contribution to suchParticipant’s Account for the month in which the Participant has a Separation from Service.  3.5 Earnings. In accordance with Article II, the Compensation Committee shall select themeasures to be used to determine the applicable earnings with respect to the Participants’Accounts and such earnings shall be credited on at least an annual basis. Participants whohave a Separation from Service, other than a voluntary termination by the Participant withoutGood Reason, at any time during a calendar month shall be credited with a pro rata allocationof earnings to such
- 10 -

 
   Participant’s Account through the end of the month in which the Participant has a Separationfrom Service.ARTICLE IVRETIREMENT AND DEATH BENEFITS 4.1 Separation From Service    In the event of a Participant’s Separation from Service on or after completing five (5)Years of Credited Service and attaining age 55, he shall receive a Retirement Benefit,payable at the time and in the form set forth in Article V, equal to the balance credited tohis Account as of the date of distribution of such benefit.  4.2 Vesting on Certain Separations From Service    Notwithstanding the provisions of Section 4.1, a Participant who, prior to completing five(5) Years of Credited Service or prior to attaining age 55, has a Separation from Servicefor any reason, including death or Disability, other than a termination by the Company withCause or a termination by the Participant without Good Reason, shall be eligible to receivea Retirement Benefit, payable at the time and in the form set forth in Article V, equal tothe balance credited to his Account as of the date of distribution of such benefit.  4.3 Death Benefit    In lieu of a benefit payable under Section 4.1 or 4.2, a Participant’s Beneficiary shallreceive a death benefit in the event that the Participant dies after becoming eligible, orthe Participant’s death results in the Participant becoming eligible, to receive aRetirement Benefit in accordance with either Section 4.1 or Section 4.2, but before paymentof such Participant’s Retirement Benefit has actually been made or commenced. Such deathbenefit shall be payable at the time and in the form set forth in Article V, and shall beequal to the balance credited to the Participant’s Account as of the date of distribution ofsuch benefit.  4.4 Separation from Service Prior to Vesting or For Cause    Notwithstanding any other provision of this Plan to the contrary, upon (i) a Participant’sSeparation from Service prior to or which does not result in the Participant being eligibleto receive a Retirement Benefit under either Section 4.1 or Section 4.2, or (ii) theParticipant’s Separation from Service for Cause, the Participant shall forfeit any right orinterest in any Retirement Benefit under Sections 4.1 or 4.2, and no benefit shall bepayable to or on behalf of such Participant under this Plan.
- 11 -

 
 4.5 Effect of Change in Control    Notwithstanding the foregoing, upon the occurrence of a Change in Control, (a) a Participantwho has an Account balance under the Plan as of the date of such Change in Control shall bedeemed vested in his full Account balance regardless of his Years of Credited Service andage at the time of any Separation from Service following such Change in Control, and (b)notwithstanding any provision of this Plan to the contrary or any election by theParticipant pursuant to Article III, the Participant’s Retirement Benefit shall be paid in aLump Sum distribution as soon as practicable after the date of the Participant’s Separationfrom Service following such Change in Control or, if the Participant is a Specified Employeeat the time of his Separation from Service, the first day of the seventh calendar monthfollowing the month that includes the date of his Separation from Service.  4.6 Compliance with Certain Obligations. Notwithstanding any other provision of thisPlan to the contrary, each Participant’s right to Retirement Benefits shall be subject to suchParticipant’s compliance with his or her material obligations under any employment or similaragreement between the Parent or Company and the Participant or under any written code orpolicy of the Parent or Company as in effect from time to time. If at any time during aParticipant’s employment with the Parent or Company or within two (2) years followingtermination of such employment the Compensation Committee determines in good faith that aParticipant has breached any such material obligations, such Participant shall forfeit allrights to Retirement Benefits under the Plan; provided, however, that if suchdetermination is made by the Compensation Committee after payment of such Participant’sRetirement Benefit has been made or commenced, the Company shall determine in good faith theamount of all such payments previously received by the Participant pursuant to the Plan plusinterest on such payments at a rate of 6% compounded annually (the “Repayment Amount”), and(i) the Company shall be entitled to set-off the Repayment Amount against any amount owed tothe Participant by the Company and (ii) the Participant shall be obligated to pay the balanceof the Repayment Amount to the Company within thirty (30) days of the Participant’s receipt ofwritten notice from the Company of such Repayment Amount.ARTICLE VTIMING AND FORM OF RETIREMENT BENEFIT 5.1 Timing (a) General Rule. Unless the Participant has elected, in accordance withArticle III, a later commencement date, the Participant’s Retirement Benefit underSection 4.1 or Section 4.2, as the case may be, shall be paid or commenced as soon aspracticable after the first day of the calendar month following the month that includesthe date of his Separation from Service; provided, however, that if the Participantis a
- 12 -

 
   Specified Employee as of the date of his Separation from Service, and suchSeparation from Service is for a reason other than death or Disability, theapplicable Retirement Benefit shall be paid as soon as practicable after the firstday of the seventh calendar month following the month that includes theParticipant’s Separation from Service.  (b) Death Benefit. A benefit paid under Section 4.3 as a result of thedeath of a Participant shall commence as soon as practicable following theParticipant’s death.  (c) Certain Accelerated Payments. Notwithstanding the foregoing, theprovisions of subsection (a) shall not be applicable to a payment that becomes dueunder the following circumstances: (i) QDROs    Notwithstanding the foregoing, the time or schedule of a payment of a vestedRetirement Benefit to an individual other than the Participant may beaccelerated as may be necessary to fulfill the requirements of a domesticrelations order (as defined in Code Section 414(p)(1)(B)).  (ii) Payment of Employment Taxes    Notwithstanding the foregoing, the time or schedule of payment to aParticipant may be accelerated to pay the Federal Insurance ContributionsAct (FICA) tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2), asapplicable, on compensation deferred under this Plan (the “FICA Amount”).Additionally, the time or schedule of a payment may be accelerated to paythe income tax at source on wages imposed under Code Section 3401 or thecorresponding withholding provisions of applicable state, local, or foreigntax laws as a result of the payment of the FICA Amount, and to pay theadditional income tax at source on wages attributable to the pyramiding CodeSection 3401 wages and taxes. The total payment under this Section5.1(c)(iii) shall not exceed the aggregate of the FICA Amount and the incometax withholding related to such FICA Amount.  (iii) Payments Upon Income Inclusion Under Section 409A    Notwithstanding the foregoing, the time or schedule of payment to aParticipant may be accelerated in the Company’s discretion if at any timethe Plan fails to meet the requirements of Code Section 409A and regulationsand other guidance promulgated thereunder; provided,however, that any such payment shall not exceed the amount requiredto be included in income as a result of the failure
- 13 -

 
   to comply with the requirements of Code Section 409A and the regulations andother guidance.  (iv) Other Events or Conditions    Upon such other events and conditions as may be prescribed in generallyapplicable guidance published in the Internal Revenue Bulletin. (d) Certain Delayed Payments (i) Any payment or distribution that becomes due or payable underthe terms of the Plan shall be delayed in the following circumstances: (1) the Compensation Committee reasonablyanticipates that the Parent’s or Company’s tax deduction with respectto such payment would be limited or eliminated by application ofSection 162(m) of the Code;  (2) the Compensation Committee reasonablyanticipates that the making of the payment will violate a term of aloan agreement or other similar contract to which the Parent or Companyis a party and such violation will cause material harm to the Parent orCompany (provided, that the Parent or Company entered into such loanagreement (including such covenant) or similar contract for legitimatebusiness reasons and not to avoid the restrictions or requirements ofSection 409A of the Code);  (3) the Compensation Committee reasonablyanticipates that the making of the payment will violate Federalsecurities laws or other applicable law (provided, that the making of apayment that causes inclusion in gross income or the application of anypenalty or other provision of the Code is not treated as a violation ofapplicable law for purposes of this subsection); or  (4) upon such other events and conditions as may beprescribed in generally applicable guidance published in the InternalRevenue Bulletin. (ii) Any payment or distribution that is delayed pursuant to thisSection 5.1(d) must be paid at the earliest date upon which the CompensationCommittee reasonably determines: (1) with respect to any payment delayed undersubsection (d)(i)(1), that the deduction of the payment will not belimited or eliminated by application of Section 162(m) of the Code or
- 14 -

 
   the calendar year in which the Participant Separates from Service;  (2) with respect to any payment delayed undersubsection (d)(i)(2), that the payment will not cause a violation ofthe loan agreement or similar contract, or such violation will notcause material harm to the Parent or Company; and  (3) with respect to any payment delayed undersubsection (d)(i)(3), that the payment will not cause a violation ofFederal securities laws or other applicable law. 5.2 Form (a) Normal Form of Benefit. Unless the Participant has elected, inaccordance with Article III, an optional form of distribution provided under Section5.2(b), or the Lump Sum form of distribution automatically applies as set forth inSection 4.5, and subject to the provisions of Section 5.2(c), the applicable RetirementBenefit shall be paid as a Lump Sum.  (b) Optional Forms of Benefit. In accordance with the electionrequirements of Article III, a Participant may file a written election to receive hisRetirement Benefit in one of the following optional forms in lieu of the Lump Sum setforth in Section 5.2(a): (i) a Single Life Annuity;  (ii) a One Hundred Percent Joint and Survivor Annuity;  (iii) a Fifty Percent Joint and Survivor Annuity; or  (iv) a Ten-Year Certain Annuity. (c) Death Benefit. Notwithstanding any provision of this Section 5.2 tothe contrary, the death benefit described in Section 4.3 shall be paid in a Lump Sumdistribution to the Participant’s Beneficiary. 5.3 Effect of Separation From Service and Reemployment (a) If the Participant incurs a Separation from Service for any reason, he shallcease to accrue any benefits under this Plan unless and until the Participant issubsequently reemployed.  (b) Notwithstanding anything in the Plan to the contrary, if the Participant issubsequently reemployed by the Parent or Company after commencing any Annuity Form ofBenefit, such Annuity Form of Benefit shall not be suspended during such reemployment.In addition, if the Participant is subsequently reemployed by the Parent or Companyafter receiving a
- 15 -

 
   lump sum distribution of his entire Retirement Benefit, the Participant will not beentitled to any additional benefit accrual or payment relating to any period ofemployment prior to his reemployment (except that such prior employment shall beincluded in calculating the Participant’s Years of Credited Service).ARTICLE VIFUNDINGThe Plan is an unfunded arrangement. No portion of any funds of the Parent, the Company or any ofits affiliates shall be required to be set apart for a Participant or Beneficiary. The rights of aParticipant or Beneficiary to the payment of the Retirement Benefit shall be limited to those of ageneral, unsecured creditor of the Company who has a claim equal to the value of the Participant’sRetirement Benefit. Retirement Benefits shall be payable from the general assets of the Company,and/or from any grantor trust, or other funding vehicle that the Company, in its discretion, mayestablish consistent with the tax deferral objective of this Plan; provided,however, that no Participant or Beneficiary shall at any time have any right to all or anyportion of the assets of or associated with any such trust, insurance contract or other fundingvehicle.ARTICLE VIIAMENDMENT AND TERMINATION 7.1 Amendment    The Compensation Committee shall have the right to amend the Plan for any reason, at anytime and from time to time. No amendment of the Plan shall cause, without the Participant’swritten consent, a reduction in the accrued Retirement Benefits, whether vested or unvested,or any other benefits to which the Participant or his Beneficiary would have been entitledas of the effective date of such amendment under the terms of this Plan absent suchamendment. Furthermore, no amendment may result in an acceleration of benefit payment(except as may be permitted by section 409A of the Code). Any action by the CompensationCommittee to amend the Plan shall be undertaken by a resolution duly adopted at a meeting ofthe Compensation Committee, or by written consent of the Compensation Committee, in lieu ofa meeting, as the case may be.  7.2 Termination    The Company may, by action of the Board, terminate the Plan subject to the followingprovisions:
- 16 -

 
 (a) The Plan shall not be terminated within two years following the occurrence of aChange in Control.  (b) Upon termination of the Plan, Participants shall cease to accrue additionalRetirement Benefits hereunder, but accrued Retirement Benefits, whether vested orunvested, as of the date of termination of the Plan shall be held, administered anddistributed in accordance with the terms and conditions of the Plan as in effect on thedate of Plan termination, except that: (i) Retirement Benefits under the Plan may be distributed prior tothe time required under Article V if all nonqualified deferred compensationarrangements sponsored by the Company and any company required to be aggregatedwith the Company under Section 414(b) and (c) of the Code that are treated,together with the Plan, as one arrangement under Section 409A of the Code, areterminated, subject to the following requirements: (A) no payments other thanpayments that would be payable under the terms of the Plan and such otherarrangements if the termination had not occurred are made within 12 months ofthe termination of the Plan and such other arrangements, (B) all payments underthe Plan and such other arrangements are made within 24 months of the date ofsuch termination, and (C) neither the Company nor any company required to beaggregated with the Company under Section 414(b) or (c) of the Code adopts anew arrangement that would, with the Plan or any such other terminatedarrangement, be treated as a single arrangement under Section 409A of the Code,at any time within five years following the date of termination of the Plan andsuch other arrangements.  (ii) The Plan may be terminated at any time within 12 months of adissolution of the Company taxed under Section 331 of the Code, or with theapproval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A), inwhich case the amounts deferred under the Plan shall be distributed andincluded in Participants’ gross incomes in the latest of (A) the calendar yearin which the termination occurs, or (B) the first calendar year in which thepayment is administratively practicable.ARTICLE VIIIGENERAL PROVISIONS 8.1 Payments to Minors and Incompetents    If the Participant or any Beneficiary entitled to receive any benefits hereunder is a minoror is deemed by the Compensation Committee or is adjudged to be legally
- 17 -

 
   incapable of giving valid receipt and discharge for such benefits, they will be paid to suchperson or institution as the Compensation Committee may designate or to a duly appointedguardian. Such payment shall, to the extent made, be deemed a complete discharge of any suchpayment under the Plan.  8.2 No Contract    This Plan shall not be deemed a contract of employment with the Participant, and noprovision hereof shall affect the right of the Company to terminate the Participant’semployment.  8.3 Non-Alienation of Benefits    No amount payable to, or held under the Plan for the account of, the Participant or anyBeneficiary shall be subject, in any manner, to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance or charge, and any attempt to so anticipate, alienate, sell,transfer, assign, pledge, encumber or charge the same shall be void. No amount payable to,or held under the Plan for the account of, the Participant shall be subject to any legalprocess of levy or attachment.  8.4 Income Tax Withholding    The Company may withhold from any payments hereunder such amount as it may be required towithhold under applicable federal, state or other income tax law, and transmit such withheldamounts to the appropriate taxing authority. In lieu thereof, the Company shall have theright, to the extent permitted by law, to withhold the amount of such taxes from any othersums due from the Company to the Participant upon such terms and conditions as theCompensation Committee may prescribe.  8.5 Governing Law    The provisions of the Plan shall be interpreted, construed and administered under the lawsof the State of Delaware applicable to contracts entered into and performed in such state,without regard to the choice of law provisions thereof and to the extent that ERISA andother federal laws do not apply.  8.6 Captions    The captions contained in the Plan are inserted only as a matter of convenience and forreference and in no way define, limit, enlarge or describe the scope or intent of the Planor in any way affect the construction of any provision of the Plan.
- 18 -

 
\ 8.7 Severability    If any provision of the Plan is held invalid or unenforceable, its invalidity orunenforceability will not affect any other provision of the Plan, and the Plan will beconstrued and enforced as if such provision had not been included.  8.8 Notices    The Participant shall be responsible for furnishing the Compensation Committee with thecurrent and proper address for the mailing of notices and delivery of agreements andpayments. Any notice required or permitted to be given shall be deemed given if directed tothe person to whom addressed at such address and mailed by regular United States first classmail, postage prepaid. If any item mailed to such address is returned as undeliverable tothe addressee, mailing shall be suspended until the Participant furnishes the properaddress.  8.9 Binding Nature; Assignability    This Plan shall be binding upon the successors and assigns of the Company. No rights orobligations of the Company under this Plan may be assigned or transferred by the Companywithout the Participant’s prior written consent, except that such rights or obligations maybe assigned or transferred pursuant to a merger or consolidation in which the Company is notthe continuing entity, or a sale, liquidation or other disposition of all or substantiallyall of the assets of the Company, provided that the assignee or transferee is the successorto all or substantially all of the assets of the Company and assumes the liabilities,obligations and duties of the Company under this Plan, either contractually or as a matterof law.  8.10 Gender, Singular and Plural    All pronouns and variations thereof shall be deemed to refer to the masculine, feminine, orneuter, as the identity of the person(s) requires. As the context may require, the singularmay be read as the plural and the plural as the singular.  8.11 409A Compliance    The Plan is intended to comply with the requirements of Section 409A of the Internal RevenueCode of 1986, as amended. Consistent with that intent, the Plan shall be interpreted in amanner consistent with Section 409A and in the event that any provision that is necessaryfor the Plan to comply with Section 409A is determined by the Compensation Committee, in itssole discretion, to have been omitted, such omitted provision shall be deemed includedherein and is hereby incorporated as part of the Plan.
- 19 -

 
IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorizedofficer as of the 1st day of August, 2006.      Wheeling-Pittsburgh Steel Corporation