**Exhibit 10.5**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

July 17, 2007 

This Agreement, effective as of the above date (the “Effective Date”), is by and between Michael P. DiClemente, currently residing at 326 Cobblestone Circle,McKees Rocks, Pennsylvania 15136 (the “Executive”), and WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of WHEELING-PITTSBURGHCORPORATION, a corporation also organized under the laws of the State of Delaware (the “Parent”). Upon the Effective Date, the Employment Agreement, dated as of September 1, 2006 (the “Prior Agreement”), between the Companyand the Executive shall terminate and be of no further force or effect (with the exception of the indemnification and other provisions that are specifically provided in such agreement to survive termination). 

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, andintending to be legally bound, the parties hereby agree as follows: 

 

The Company shall employ the Executive commencing onthe Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein. 

 

The Executive shall serve as the VicePresident and Treasurer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the “Board”) or theCompany’s President and Chief Executive Officer may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devotesubstantially all his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may holddirectorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved in writing by the Chief Executive Officer, and make passive investments, which do not interferewith the Executive’s day-to-day acquittal of his responsibilities to the Company. 

**3.****TERM.**
(a) General. This Agreement shallhave effect as of the Effective Date, and shall remain in effect until the third anniversary of the Effective Date (the “Initial Employment Term”) or, if earlier, the date this Agreement and the Executive’s employment hereunder shallhave been terminated in accordance with the provisions of Section 5. The Executive’s employment under this Agreement shall renew automatically for successive one (1)-year periods, unless at least ninety (90) days prior to the end ofthe Initial Employment Term or any subsequent anniversary of the Effective Date either party shall have given notice (“Termination Notice”) to the other party that the term of employment shall terminate on that anniversary date. The periodfrom the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.”

(b) Survival of Certain Provisions. Notwithstanding anything else herein contained, the provisions of Sections4(f), 4(g), 5, 6 and 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder (whether or not this Agreement terminates during its term or by non-renewal). 

 
**4.****COMPENSATION.**
In return for his services hereunder, the Executiveshall be entitled to the following: 

(a) Salary. Starting on the Effective Date, the Company shall pay the Executive, in accordancewith the Company’s customary payroll practices for executives, salary at an annual rate of $220,000, subject to annual review and upward adjustment at the determination and sole discretion of the Board (as so adjusted, the Executive’s“Salary”). Additionally, from the Effective Date until December 31, 2007, to the extent that the Executive remains employed by the Company during the applicable customary payroll period, the Company shall pay to the Executive, inequal, pro-rata installments in accordance with the customary payroll practices for executives, an amount equal to (i) the amount the Executive would have earned had his salary been $220,000 from January 1, 2007 until the Effective Dateless (ii) the amount of salary actually earned by the Executive from January 1, 2007 until the Effective Date. 

(b) Bonus.In addition to the Salary, the Executive shall be entitled to participate in the Company’s short-term incentive plans and programs for executives as the Board may establish from time to time, subject to the applicable terms and conditions ofsuch plans and programs and to the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan or program, exercised in accordance with applicable law. The Board may also award other bonuses fromtime to time in its discretion. 

(c) Long-Term Incentives. The Executive shall be eligible to participate in such long-term incentiveplans and programs for executives as the Board may establish from time to time, subject to the applicable terms and conditions of such plans and 

 

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programs and to the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan or program, exercised inaccordance with applicable law. 

(d) Fringe Benefits. The Executive will be eligible for and entitled to participate in otherbenefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis notless favorable than that applicable to peer executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) thediscretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following: 

(i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided underthe Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effectfrom time to time. 

(ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities andservices as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties. 

(iii) The use ofa company car. The Company shall be responsible for the purchase price or lease payment and shall pay or reimburse all of the Executive’s expenses for gasoline for use of the Company car, and maintenance and insurance of his Company car,subject to such reasonable reporting requirements as may be specified by the Company and/or the Internal Revenue Service. The Executive shall keep and submit records of his business and personal use of the automobile. The Executive acknowledges thathis personal use of the automobile will result in additional taxable income to him. 

(iv) Up to $10,000 per annum in reimbursement of legaland personal tax preparation and planning assistance. 

(v) Payment or reimbursement of the cost of membership for himself and his immediatefamily in one country club and business-related use thereof. 

(vi) Payment or reimbursement of the cost, not covered by health insurance, ofone comprehensive physical examination during each year during the term of this Agreement. 

(vii) Participation in the Company’s 2006Supplemental Executive Retirement Plan. 

 

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Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringebenefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time or required by applicable law. 

(e) Business Expenses. The Executive will be entitled to reimbursement of all reasonable business expenses, in accordance with the Company’spolicy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection withthe business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company. 

(f)Indemnification. The Company shall, and the Company shall use its best efforts to cause the Parent and any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law andregulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement,provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of theCompany and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connectionwith his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of therespective articles of organization and/or other similar documents of the Company and its subsidiaries. Expenses incurred by the Executive in defending a claim, action, suit, investigation or proceeding shall be paid by the Company in advance of thefinal disposition thereof upon the receipt by the Company of an undertaking by the Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder. The foregoing rights are not exclusive andshall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law. 

(g) ParachutePayment Taxes. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connectionwith a Change of Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or in part) to the excise tax imposed by Section 4999 of theCode (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that afterpayment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up 

 

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Payment, the Executive retains an amount equal to the Excise Tax. All determinations required to be made under this Section 4(g), including whether andwhen a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firmreasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive. No Gross-Up Payment shall be made before six months and one day after theExecutive’s termination of employment or later than the end of the Executive’s taxable year next following the taxable year in which the Executive paid the Excise Tax. 

 
**5.****TERMINATION OF EMPLOYMENT AND EFFECTS THEREOF.**
(a)Termination. This Agreement and the Executive’s employment under this Agreement may be terminated prior to its expiration under Section 3 in the following circumstances. On any termination (including expiration of the term hereof),the Executive (or in the event of his death, his estate) shall be entitled to his then Salary and SERP contribution (as described in Section 4(d)(vii)) earned or accrued but unpaid through the end of the month in which termination (includingdeath) occurred but the Company shall have only such further obligations to the Executive, if any, as are specified below under the applicable termination provisions. 

(i) Upon Death. In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate. 

(ii) As a Result of Disability. In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’sthen applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his Salary andbenefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or eligible for benefits under the Company’sworkers’ compensation insurance plan. 

(iii) By the Company for Cause. The Company may terminate the Executive’s employmentfor Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. 

(iv) By the Company Other Than for Cause. The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty(30) days continued compensation, including his then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to theadditional amounts described in subparagraphs (A) and (C) below and the continuation of health insurance benefits described in subparagraph (B) below, subject to (D) below: 

 

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(A) Salary Payment. Under this subparagraph, the Executive shall be entitled to receive a one-timepayment in an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding such date, payable in a single lump sum six months and one day after the termination. 

(B) Health Care Continuation. If at his termination of employment by the Company without Cause the Executive is eligible to and timely electscontinued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation (or for twelve (12) months, if less), the Company shall also pay that share of the premium cost ofExecutive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally. 

(C) Pro Rata Bonus. The Executive shall be entitled to a pro rata bonus in an amount determined under the terms of the applicable Company bonusplan, at the same time as executive bonuses are paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs. 

(D) Effect of Change of Control. In the event the Company terminates the Executive’s employment other than for Cause within one (1) yearfollowing a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive (1) an amount equal to two (2) times his annual Salary at the highest annualized rate in effect during the one yearimmediately preceding the date of the Change of Control, payable in a single lump sum six months and one day after the termination, in lieu of the amount described in subparagraph (A) above, (2) COBRA Continuation under subparagraph(B) above (but in this event, for a maximum of eighteen (18) months), (3) a pro rata bonus as determined under subparagraph (C) above, and (4) solely with respect to a Change of Control that occurs during the term of thisAgreement, the Company shall cause all equity incentive awards granted for the Executive to become fully vested. For the avoidance of doubt, the Change of Control that occurred on November 30, 2006 shall not be deemed to have occurred duringthe term of this Agreement for purposes of Section 5(a)(iv)(D)(4). Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which aChange of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with oranticipation of a Change of Control then for all purposes of this Agreement the date of the Change of Control shall mean the date immediately prior to the date of such termination. 

(v) By the Executive. Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time upon sixty(60) days’ notice. 

 

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(A) Good Reason. In the event the Executive gives such notice for and within sixty (60) daysof having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date ofthe date of termination, payable in a single lump sum six months and one day after the termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (C) of paragraph(iv) above. 

(B) Effect of Change of Control. In the event the Executive gives such notice within the period of thirty(30) days beginning six (6) months immediately following a Change of Control, regardless of whether the Executive has Good Reason to terminate his employment, he shall receive the identical benefits as if the termination had occurred underSection 5(a)(iv)(D) above. In the event that at any time within one (1) year following a Change of Control the Executive gives such notice for and within sixty (60) days of having Good Reason, he shall receive the identical benefitsas if the termination had occurred under Section 5(a)(iv)(D) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it isreasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change ofControl then for all purposes of this Agreement the date of the Change of Control shall mean the date immediately prior to the occurrence of such circumstances. 

(C) Resignation Without Good Reason. In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salaryor COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shallbe entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus inaccordance with this paragraph if applicable. 

(D) Acknowledgement and Notice. The Company acknowledges that the change in thecomposition of the Board that occurred on November 30, 2006 constituted a Change of Control and with respect thereto, the Executive shall have the right to provide notice pursuant to the first sentence of Section 5(a)(v)(B) fromDecember 1, 2007 until December 31, 2007. 

(vi) Expiration. In the event that the Company gives a Termination Notice underSection 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to the monthly equivalent of his Salary (at the highest annualized rate ineffect during the one year immediately preceding such date), multiplied by his full years and fraction of year of service with the Company, its affiliates and their predecessors (but not more 

 

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than one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termination) payablein a single lump sum six months and one day after the expiration of the term of this Agreement, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (C) of paragraph(iv) above. The Salary benefit provided by this paragraph (vi) shall be reduced (but not below zero) by the amount of any other cash severance benefit to which the Executive may then be entitled under any general severance plan or policyof the Company. 

(b) Definitions. For these purposes: 

(i) “Cause” means the Executive has: (A) been convicted of, or has pled guilty or *nolo contendere* to, any felony, or any misdemeanor involving moral turpitude under the laws of the United Statesor any state or political subdivisions thereof; (B) committed a breach of duty of loyalty which is materially detrimental to the Company; (C) materially violated any provision of Section 6 of this Agreement; (D) failed to performor adhere to explicitly stated duties or guidelines of employment or to follow the directives of the Board (which are not unlawful to perform or to adhere to or follow and which are within the scope of Executive’s duties) following a writtenwarning that if such failure continues it will be deemed a basis for a “For Cause” dismissal; or (E) acted with gross negligence or willful misconduct in the performance of the Executive’s duties. No act, or failure to act, onthe Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of theCompany. Following a Change of Control, subsection (D) above shall be deleted from this definition of “Cause.” 

(ii)“Change of Control” means the occurrence of any of the following: (A) a merger or consolidation of Parent or the Company with or into another person or the sale, transfer, or other disposition of all or substantially all of theParent’s or Company’s assets to one or more other persons in a single transaction or series of related transactions, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquirer’soutstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of Parent immediately prior to that transaction; (B) any person orgroup of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time), other than the Parent, the Company or an affiliate, directly or indirectly acquires beneficialownership (determined pursuant to Securities and Exchange Commission Rule 13d-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 pursuantto a tender 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 the composition 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 who either (1) have been members of the Board continuously since the beginning of the 36-month period referred to above or (2) have been elected or nominated forelection as Board members 

 

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during such period by at least a majority of the members Board described in the preceding clause (1) who were still in office at the time that electionor nomination was approved by the Board, provided, however, that a Change of Control shall be deemed to have occurred in any event if, by reason of one or more actual or threatened proxy contests for the election of directors or otherwise, amajority of the 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 period at the request or on behalf of the same person or group ofpersons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time). 

(iii) “Good Reason” means (A) the assignment to the Executive of any duties materially inconsistent with the Executive’s status as a senior executive officer of the Company or a meaningful alteration, adverse to theExecutive, in the nature or status of the Executive’s responsibilities (other than reporting responsibilities); (B) permanent relocation of his principal place of employment to a location more than seventy-five miles distant from hisprincipal place of employment as of the Effective Date; (C) a reduction by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-boardsalary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company; (D) the failure by the Company to continue in effect any compensation plan in which the Executiveparticipates which is material to the Executive’s total compensation, or the failure by the Company to continue the Executive’s participation therein on a basis not materially less favorable, both in terms of the amount of benefitsprovided and the level of the Executive’s participation relative to other participants; or (E) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under anyof the Company’s pension, life insurance, medical, health and accident, or disability plans at any time subsequent to the Effective Date, or the taking of any action by the Company which would directly or indirectly materially reduce any ofsuch benefits or deprive the Executive of any material fringe benefit enjoyed by the Executive at any time subsequent to the Effective Date. Notwithstanding the foregoing, the events described in (D) and (E) above shall not constitute“Good Reason” where they are the direct result of the elimination or modification of benefit plans or arrangements by the Company with respect to employees generally. 

(c) Cessation of Authority on Termination. Immediately upon the Executive terminating or being terminated from his position with the Company forany reason or no reason, the Executive will stop serving the functions of the terminated or expired position or any other positions with any affiliate, and shall be without any of the authority of or responsible for any such position. On request ofthe Board, at any time following his termination of employment for any reason or no reason, the Executive shall resign from the Board if then a member and the board of directors of the Company or any other subsidiary of Parent or which he is then amember. 

 

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(d) No Obligation to Mitigate. Executive shall not be required to seek other employment or incometo reduce any amounts payable to the Executive by the Company under this Section. Further, except as otherwise provided in subsection (a)(vi) the amount of any payment or benefit provided for by this Section shall not be reduced by any compensationearned by the Executive as the result of employment by another employer, retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. 

(e) Release of Claims. Notwithstanding the foregoing, the Executive shall not be entitled to any additional amounts under this Section unless nolater than twenty-one (21) days following his termination he shall have executed and delivered to the Company a general release of claims in the form attached hereto as Exhibit A. 

 
**6.****PROVISIONS RELATING TO EXECUTIVE CONDUCT AND TERMINATION OF EMPLOYMENT.**
(a) Confidentiality. The Executive recognizes and acknowledges that certain assets of the Company constitute Confidential Information. The term “Confidential Information” as used in this Agreementshall mean all information which is known only to the Executive or the Company, other employees or others in a confidential relationship with the Company and any persons controlling, controlled by or under common control with the Company (each, an“Affiliate”) and their respective employees, officers and partners), and relating to the Company’s or any Affiliate’s business (including, without limitation, information regarding clients, customers, pricing policies, methods ofoperation, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets), as such information may exist from time to time, which the Executive acquiredor obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive agrees that at all times during his employment and thereafter (includingperiods after the term of this Agreement), he will keep and maintain all Confidential Information and all of the affairs of the Company and its Affiliates confidential, and will not, except (1) as necessary for the performance of hisresponsibilities hereunder or (2) as required by judicial process and after three days prior notice to the Company unless required earlier by a court order or a legal requirement, disclose to any person for any reason or purpose whatsoever,directly or indirectly, all or any part of the Confidential Information of the Company and its Affiliates. The Executive is not bound by the restrictions in this paragraph with respect to any information that becomes public other than as aconsequence of the breach by the Executive of his confidentiality obligations hereunder or is disclosed without an obligation of confidentiality. The Executive can disclose all information to his personal advisors subject to becoming liable for anyviolation by them of Executive’s confidentiality obligations. 

(b) Return of Materials. The Executive agrees that on thetermination of his employment, however such termination may occur, the Executive will promptly return to the Company all materials and other property from time to time held by the Executive and proprietary to the Company including without limitationany documents 

 

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incorporating, reflecting or reproducing in whole or in part any Confidential Information, credit cards, and the like. 

(c) Non-Solicitation and Non-Compete. The Executive agrees that, 

(i) during the term hereof, he will not, directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, engage in any outside activity, whetheror not competitive with the business of the Company, that could foreseeably give rise to a conflict of interest or otherwise interfere with his duties and obligations to the Company; 

(ii) during the term hereof, and after the term for any Termination Payment Term (as defined in (iii) below), he will not, directly or indirectly,either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacity whatsoever, solicit, hire or attempt to hire, or assist others in soliciting, hiring or attempting to hire, any individual employed by the Company atany time while the Executive was also so employed, or encourage any such individual to terminate his or her relationship with the Company; and 

(iii) during the term hereof, and after the term for any Termination Payment Term (as defined below), he will not directly or indirectly, either as a principal, agent, employee, employer, stockholder, co-partner or in any other capacitywhatsoever, engage in or undertake any planning for any activity which is significantly competitive with the business of the Company, as conducted or under consideration at any time during his employment by the Company. The “Termination PaymentTerm” shall be the period of time, if any, corresponding to the amount of any lump-sum received upon termination of the Executive’s employment under Sections 5(a)(iv)(A) or (D), Section 5(a)(v) or Section 5(a)(vi). Other benefitsreceived upon termination, such as pro rata profit sharing and payments for COBRA, shall not be included when calculating the Termination Payment Term. For example, and solely for purposes of clarification, if the Executive is entitled to a lump sumpayment equal to 2 times his annual Salary, then the Termination Payment Term would be 2 years, and the Executive would be bound by the above prohibition for a period of two years after his termination. 

(d) Injunctive Relief. The Executive acknowledges that a breach of any of the covenants contained in this Section 6 may result in material,irreparable injury to the Company for which there is no adequate remedy at law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat of breach, the Company shall be entitledto obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 6 or such other relief as may be required to specifically enforce any of thecovenants in this Section 6. The Executive agrees and consents that injunctive relief may be sought in any state or federal court of record in the Commonwealth of Pennsylvania, or in the state and county in which a violation may occur or in anyother court having jurisdiction, at the election of the Company; to the extent that the Company seeks a temporary restraining order (but not a preliminary or 

 

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permanent injunction), the Executive agrees that a temporary restraining order may be obtained ex parte. The Executive agrees and submits to personaljurisdiction before each and every court designated above for that purpose. 

(e) Blue-Pencilling. The parties consider the covenantsand restrictions contained in this Section 6 to be reasonable. However, if and when any such covenant or restriction is found to be void or unenforceable and would have been valid had some part of it been deleted or had its scope of applicationbeen modified, such covenant or restriction shall be deemed to have been applied with such modification as would be necessary and consistent with the intent of the parties to have made it valid, enforceable and effective. 

(f) Noninterference. In the event of any dispute under this Agreement or otherwise relating to the Executive’s relationship with the Company,any Affiliate of the Company, or their respective principals or management, whether or not during the term of this Agreement, the Executive agrees not to bring any legal proceeding or take any legal action to seek to enjoin or otherwise impede thepurchase, sale, financing, refinancing, development, establishment or operation of any business venture or entity in which any of such persons or entities has any interest. 

 
**7.****MISCELLANEOUS.**
(a) Freedom to Contract. TheExecutive represents that he is free to enter into this Agreement and carry out his obligations hereunder without any conflict with any prior agreements, and that he has not made and will not make any agreement in conflict with this Agreement.

(b) Entire Agreement. This Agreement represents the entire and only understanding between the parties on the subject matter hereofand supersedes any other agreements or understandings between them on such subject matter. 

(c) Binding Effect, Successors andAssigns. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the respective parties. Without the express written consent of the other party, neither the Company nor theExecutive may assign any duties or right or interest hereunder or right to receive any money hereunder and any such assignment shall be void; provided, however, that without the Executive’s consent the Company may assign its rights andobligations hereunder in their entirety to any successor to all or substantially all of its business, whether affected by merger or otherwise. The preceding sentence, however, shall not prevent the transfer of any right or interest to receive anymoney hereunder by the Executive by way of testamentary disposition or intestate succession. The Company shall require any successor or assign (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition or propertyor stock, liquidation or otherwise) to all or a significant portion of the assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform if no such succession had 

 

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taken place. Regardless of whether such agreement is executed by a successor, this Agreement shall continue to be binding upon the Company and any successorand assign shall be deemed the “Company” for purposes of this Agreement. 

(d) Severability. In the event any provision ofthis Agreement shall be determined in any circumstances to be invalid or unenforceable, such determination shall not affect or impair any other provision of this Agreement or the enforcement of such provision in other appropriate circumstances.

(e) Notices. All notices and other communications hereunder shall be in writing or by written telecommunication, and shall bedeemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or telecopy, to the relevant address set forth below, or tosuch other address as the recipient of such notice or communication shall have specified to the other party hereto in accordance with this Section 7(e): 

If to the Company, to: 

Wheeling-Pittsburgh Steel Corporation 

1134 Market Street 

Wheeling, WV 26003 

Attention: Chief Executive Officer 

Telecopy: 304-234-2690 

with a copy to the Company’s Chief Financial Officer at the same address. 

If to the Executive, at his last residence shown on the records of the Company. 

Any such notice shall be deemed to have been received (i) if delivered personally, when received, (ii) if sent by overnight courier, when sent, (iii) if mailed, two (2) days after being mailed as described above and(iv) in the case of facsimile transmission, when confirmed by facsimile machine report. 

(f) Arbitration of Claims. The partieshereto agree that except as provided in Section 6(d) above any dispute hereunder, or otherwise relating to the Executive’s relationship with the Company, whether or not arising during the term of this Agreement, shall be resolved bysubmission to final and binding arbitration held in Pittsburgh, Pennsylvania or as otherwise mutually agreed under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then existing, and judgment onany arbitration award may be entered in any court of competent jurisdiction. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining party within one (1) year from the later ofthe accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. The Executive and the Company agree any such arbitrator shall not be empowered to amend or modify this Agreement or any otherrelevant agreement in any respect and further agree that the arbitrator shall not have 

 

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the jurisdiction to award punitive damages and shall be without the authority to award relief other than monetary damages. Executive and the Companyunderstand and agree that the Company shall bear the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if Executive were free to bring the dispute or claim in court as well as any other expenseor cost that is unique to arbitration. Executive and the Company shall each pay their own attorneys’ fees incurred in connection with an arbitration, and the arbitrator will not have authority to award attorneys’ fees unless a statute orcontract at issue in the dispute authorizes the award of attorneys’ fees to the prevailing party, in which case the arbitrator shall have the authority to make an award of attorneys’ fees as required or permitted by applicable law. Ifthere is a dispute as to whether Executive or the Company is the prevailing party, the arbitrator will decide this issue. Any cause of action or matter in dispute is hereby waived unless arbitration proceedings are initiated by the complaining partywithin one (1) year from the later of the accrual of the cause of action or the date on which the cause of action should reasonably have been discovered. 

(g) JURY & PUNITIVE DAMAGES WAIVER. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS THAT HE OR IT MAY HAVE TO HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT) HEREUNDER OROTHERWISE RELATING TO THE EXECUTIVE’S RELATIONSHIP WITH THE EMPLOYER OR ANY AFFILIATE TRIED BEFORE OR DETERMINED BY A JURY OR TO CLAIM OR RECOVER PUNITIVE DAMAGES. 

(h) Reimbursement of Legal Fees. In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement of any or allof his rights under Agreement, and provided that the Executive substantially prevails in the enforcement of such rights, the Company shall pay (or the Executive shall be entitled to recover from the Company, as the case may be) the Executive’sreasonable attorneys’ fees and costs and expenses in connection with the enforcement of his rights, including the enforcement of any arbitration award, up to $50,000 in the aggregate. 

(i) Amendment. This Agreement may be modified only by an instrument in writing executed by the parties hereto. 

(j) Interpretive Matters; Counterparts. The headings of sections of this Agreement are for convenience of reference only and shall not affect itsmeaning or construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. No delay or omission by eitherparty hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise ofany other right, power or privilege. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In making proof of this Agreement itshall not be necessary to produce or account for more than one such counterpart. 

 

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(k) Governing Law. This Agreement is to be governed and construed according to the internalsubstantive laws of the Commonwealth of Pennsylvania. 

(l) Conflicts. To the extent that this Agreement conflicts with anyprovision, in any handbook, policy manual, rule or regulation, the provisions of this Agreement shall take precedent. 

(m) Consultationwith Counsel. The Executive acknowledges that he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Companyhas made any representations or warranties to the Executive concerning the terms, enforceability and implications of this Agreement other than as are reflected in this Agreement. 

(n) Withholding. Any payments provided for in this Agreement shall be paid net of any applicable tax withholding required under federal, state orlocal law. 

 

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.

 
WHEELING-PITTSBURGH STEEL CORPORATIONBy: /s/    David A. Luptak 
David A. Luptak,

Executive Vice President,

General Counsel and Secretary

 
EXECUTIVE:/s/    Michael P. DiClementeMichael P. DiClemente
 

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**EXHIBIT A**

**RELEASE OF CLAIMS**

In exchange for the severance pay and other benefits set forth in my amended and restatedemployment agreement with Wheeling-Pittsburgh Steel Corporation (the “Company”) dated July 17, 2007 (as amended through the date hereof, the “Employment Agreement”), I forever give up, waive and release any and all claims,charges, complaints, grievances or promises of any and every kind I may have up to the date of this Release against the Company, its parent, Wheeling-Pittsburgh Corporation, and other affiliates and its and their directors, officers and employees,and related persons, including, without limitation, my rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Employee Retirement Income Security Act (“ERISA”), the Equal Pay Act, theAmericans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”) and other federal and state statutes prohibiting discrimination on the basis of age, sex, race, color, handicap, religion and nationalorigin and any common law claims, including without limitation, claims for defamation, intentional infliction of emotional distress, intentional interference with contract, negligent infliction of emotional distress, personal injury, breach ofcontract, unpaid wages or compensation, or claims for unreimbursed expenses. This release shall not extend to any claim to amounts due me in accordance with the terms of my Employment Agreement after termination of my employment or to claims toindemnity I may have under the terms of my Employment Agreement, applicable law, or the Company’s or its parent’s articles of organization or bylaws for having served as a director, officer or employee of the Company, its parent or anyaffiliate. 

I acknowledge that I have been advised of my right to consult an attorney before I sign this Release and that I have twenty-one (21) daysto consider whether to sign this Release. If the Release is not received by the Company at the end of the twenty-one (21) day period, it will be considered expired and withdrawn and the Company’s severance obligations under my EmploymentAgreement void. If I execute this Release prior to the end of the twenty-one (21) day period that has been provided for me to consider it, I agree and acknowledge that the prior execution was a knowing and voluntary waiver of my right toconsider this Release for a full twenty-one (21) days, and was due to my conclusion that I had ample time in which to consider and understand this Release, and in which to review this Release with my counsel. 

Nothing in this Release shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission”) independent right and responsibility toenforce the law. I understand, however, that, while this Release does not affect my right to file a charge or participate in an investigation or proceeding conducted by the Commission, it does bar any claim I might have to receive monetary damagesin connection with any Commission proceeding concerning matters covered by this Release. 

I understand I have the right to revoke this Release within seven (7) days of signing it. I understand that torevoke this Release, I must notice the Company in writing in accordance with the notice procedures set forth in my Employment Agreement. 

 
  Executive
Dated: