<PAGE>

                                                                   Exhibit 4.12


                    ASSIGNMENT AND TRANSFER OF DEEDS OF TRUST
                             AND SECURITY AGREEMENT

         FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt and sufficiency of which are
herewith acknowledged, the undersigned, CITY OF WEIRTON, WEST VIRGINIA, a
municipal corporation duly organized and existing under the Constitution and
laws of the State of West Virginia (the "Issuer"), does hereby convey, transfer,
assign and pledge, without recourse or warranty, unto J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association duly organized and existing
under the laws of the United States, as trustee (the "Bond Trustee") under a
certain Indenture of Trust dated as of June 18, 2002, between Issuer and Bond
Trustee (the "Bond Indenture"), to be held in trust, all of Issuer's right,
title and interest in and to (i) that certain Deed of Trust, dated as of June
18, 2002, made by Weirton Steel Corporation, a Delaware corporation (the
"Company"), to Joyce Ofsa, as trustee (the "Deed of Trust Trustee"), for the
benefit of the Issuer and J.P. Morgan Trust Company, National Association, as
trustee (the "Notes Trustee") under that certain Indenture, dated as of June 18,
2002, between the Notes Trustee and the Company, to be recorded
contemporaneously herewith with the Clerk of the County Commission of Hancock
County, West Virginia (the "Clerk's Office"), relating to certain real property
lying and being within Hancock County, West Virginia, more particularly
described on EXHIBIT A attached hereto and made a part hereof (the "Hot Mill
Deed of Trust"), (ii) that certain Deed of Trust, dated as of June 18, 2002,
made by the Company to the Deed of Trust Trustee, as trustee, for the benefit of
the Issuer and the Notes Trustee, to be recorded contemporaneously herewith with
the Clerk's Office relating to certain real property lying and being within
Hancock County, West Virginia, more particularly described on EXHIBIT B attached
hereto and made a part hereof (the "Tandem Mill Deed of Trust"), (iii) that
certain Deed of Trust, dated as of June 18, 2002, made by the Company to the
Deed of Trust Trustee, as trustee, for the benefit of the Issuer and the Notes
Trustee, to be recorded contemporaneously herewith with the Clerk's Office
relating to certain real property lying and being within Hancock County, West
Virginia, more particularly described on EXHIBIT C attached hereto and made a
part hereof (the "Tin Mill Deed of Trust"; the Hot Mill Deed of Trust, the
Tandem Mill Deed of Trust and the Tin Mill Deed of Trust are hereinafter
sometimes collectively referred to as the "Deeds of Trust"), and (iv) that
certain Security Agreement, dated as of June 18, 2002, made by the Company in
favor of the Issuer and the Notes Trustee with respect to certain personal
property located on or within the real property described in the respective
Deeds of Trust (the "Security Agreement"), including, but not limited to, all of
Issuer's estate, right, title and interest in and to any of the Property (as
defined in each of the respective Deeds of Trust) and the Collateral (as defined
in the Security Agreement), which Deeds of Trust and Security Agreement are each
incorporated herein by reference as if fully set forth herein. This Assignment
and Transfer is made pursuant to the provisions of the Bond Indenture as further
security for the payment of the Issuer's Secured Pollution Control Revenue
Refunding Bonds (Weirton Steel Corporation Project) Series 2002 in the aggregate
principal amount of $27,348,000.


<PAGE>


         IN WITNESS WHEREOF, the undersigned Issuer has executed this instrument
through its duly authorized officers as of this 18th day of June, 2002.

                                                CITY OF WEIRTON, WEST VIRGINIA


                                                By:  /s/ Dean M. Harris
                                                    ----------------------------
                                                    Name:  Dean M. Harris
                                                    Title: Mayor


<PAGE>

                                    EXHIBIT A
                               (HOT MILL PROPERTY)


                                LEGAL DESCRIPTION

DESCRIPTION OF THE 10 AND 114/1000 ACRE TRACT OF LAND (HOT MILL) NOW OWNED BY
WEIRTON STEEL CORPORATION


         The following tract of land situate in the City of Weirton, Butler
District, Hancock County, West Virginia and being more particularly bounded and
described as follows:

         Beginning at a point in the northerly line of Lee Avenue, at its
intersection with the centerline of column line A, said beginning point being
located S. 87(degree)19' 22" E. 302 and 98/100 feet from a point at the
intersection of said northerly line with the easterly line of West Virginia
Route No. 2; thence from said beginning point and with said centerline N.
02(degree)40' 38" E. 2405 feet to a point in the centerline of the column line
97; thence with the same S. 87(degree)19' 22" E. 123 and 17/100 feet to a point
in the centerline of column line AA; thence with the same S. 02(degree)40' 38"
W. 50 feet to a point in the centerline of column line 95; thence with the same
S. 87(degree)19' 22" E. 128 feet to a point in the centerline of column line BB;
thence with same S. 02(degree)40' 38" W. 880 feet to a point; thence S.
87(degree)19' 22" E. 116 and 38/100 feet to a point; thence S. 02(degree)40' 38"
W. 120 feet to a point in the centerline of column line 55; thence with the same
N. 87(degree)19' 22" W. 116 and 38/100 feet to a point in the centerline of
column line BB; thence with the same S. 02(degree)40' 38" W. 125 feet to a
point; thence S. 87(degree)19' 22" E. 29 and 52/100 feet to a point; thence S.
02(degree)40' 38" W. 100 feet to a point in the centerline of column line 46;
thence with the same N. 87(degree)19' 22" W. 157 and 52/100 feet to a point in
the centerline of column line AA; thence with the same S. 02(degree)40' 38" W.
450 feet to a point in the centerline of column line 28; thence with the same N.
87(degree)19' 22" W. 43 and 17/100 feet to a point in the centerline of column
line E; thence with the same S. 02(degree)40' 38" W. 680 feet to a point in said
northerly line of Lee Avenue; thence with the same N. 87(degree)19' 22" W. 80
feet to the place of beginning, containing by survey made by Stegman &
Schellhase, Inc., Civil Engineers and Surveyors on November 29, 2001, Ten and
One Hundred Fourteen One Thousandths (10 and 114/1000) acres, more or less as
shown on the Hot Mill Subdivision Plan recorded in the Office of the Clerk of
the County Commission of Hancock County, West Virginia in Plat Cabinet 1, Slide
45A.

         Together with a non-exclusive easement or right to use a right of way
or roadway twenty (20) feet wide, leading from the northerly line of the above
described 10 and 114/1000 acre tract in a northerly, then westerly and then
southerly direction to Gate 11 on the westerly side of State Route No. 2, the
centerline of said right of way or roadway being more particularly described as
follows: Beginning at a point in the northerly line of said 10 and114/1000 acre
tract at its intersection with said centerline, said point being located S.
87(degree)19' 22" E. 13 and 86/100 feet from the northwesterly corner of said
tract; thence from said beginning point and with said centerline the following
twenty (20) bearings and distances: N. 05(degree)33' 26" E. 77 and 43/100 feet
to a point; thence N. 14(degree)28' 03" E. 36 and 31/100 feet to a point; thence
N. 21(degree)41' 14" E. 116 and 08/100 feet to a point; thence N. 18(degree)17'
05" E. 38 and 57/100 feet to a point; thence N. 02(degree)34' 55" E. 471 and
9/10 feet to a point; thence N. 24(degree)49' 04' W. 112 and 1/10 feet to a
point; thence N. 55(degree)24' 15" W. 138 and 57/100 feet to a point; thence N.
43(degree)12' 58" W. 92 and

                                    Exhibit A
                                     Page 1

<PAGE>

34/100 feet to a point; thence N. 59(degree)24' 28" W. 90 and 08/100 feet to a
point; thence N. 47(degree)30' W. 64 and 27/100 feet to a point; thence N.
43(degree)40' 37" W. 63 feet to a point; thence N. 63(degree)30' 47" W. 34 and
36/100 feet to a point; thence N. 89(degree)12' 38" W. 26 and 91/100 feet to a
point; thence S. 52(degree)00' 46" W. 19 and 44/100 feet to a point; thence S.
27(degree)34' 45" W. 28 and 76/100 feet to a point; thence S. 03(degree)12' 16"
E. 290 and 79/100 feet to a point; thence S. 02(degree)03' 06" W. 60 and 17/100
feet to a point; thence S. 04(degree)56' 39" W. 56 and 36/100 feet to a point;
thence S. 08(degree)46' 03" E. 44 and 12/100 feet to a point; thence S.
38(degree)14' 27" E. 36 and 1/10 feet to a point in the centerline of Gate 11 at
its intersection with the westerly line of State Route No. 2, said point being
located N. 02(degree)40' 21" E. 1,218 and 12/100 feet along said westerly line
from its intersection with the southerly line of Virginia Avenue, said right of
way or roadway to be used in common by both parties hereto, their heirs and
assigns.

         Said 10 and 114/1000 acre tract being part of the 796.52 acre tract of
land that was conveyed by National Steel Corporation to Weirton Steel
Corporation by deed dated January 10, 1984 and recorded in the Office of the
Clerk of the County Commission of Hancock County, West Virginia in Deed Book
193, at page 116.

         Said 10 and 114/1000 acre tract is part of the following four (4)
tracts that are part of the 796.52 acre tract that was conveyed by Weirton Steel
Company to National Steel Corporation by deed dated May 31, 1939 and recorded in
the Office of the Clerk of the County Commission of Hancock County, West
Virginia in Deed Book 55, at page 236:


(1)      25 acres, tract 3 first parcel which was conveyed to Weirton Steel
         Company by C. Ferguson and Mary E. Ferguson, his wife, by deed dated
         November 1, 1912 and recorded in said County Clerk's Office in Deed
         Book 27, at page 597;

(2)      1.06 acres, tract 3 third parcel which is part of the same land that
         was conveyed to Phillips Sheet and Tin Plate Company by C. Ferguson and
         wife by deed dated January 6, 1910 and recorded in said County Clerk's
         Office in Deed Book 29, at page 403;

(3)      12.29 acres, tract 3 fifth parcel which is a part of the land that was
         conveyed by Cyrus Ferguson and Mary E. Ferguson, his wife, to the
         Weirton Improvement Company by deed dated August 7, 1918 and recorded
         in said County Clerk's Office in Deed Book 31, at page 148;

(4)      5.386 acres, tract 3 seventh parcel, reference hereby being made to
         said Deed Book 55 at page 236 for a more particular description of said
         tract and title thereto.

Together with those certain nonexclusive reciprocal easements appurtenant to the
above described property as set forth and described in that certain Master
Declaration of Easements, Covenants and Restrictions For Weirton, West Virginia
Plant Site dated October 25, 2001, recorded in the Office of the Clerk of the
County Commission of Hancock County, West Virginia in Lease Book 36, at page
633, as amended under that certain First Amendment To Master Declaration of
Easements, Covenants and Restrictions for Weirton, West Virginia Plant Site
dated October 26, 2001 recorded in the Office of the Clerk of the County
Commission of Hancock County West Virginia in Lease Book 36, at page 685 as
re-recorded in the Office of the

                                    Exhibit A
                                     Page 2

<PAGE>


Clerk of the County Commission of Hancock County, West Virginia in Lease Book
37, at page 5 and as further amended under that certain Second Amendment To
Master Declaration of Easements, Covenants and Restrictions for Weirton, West
Virginia Plant Site dated May 14, 2002 recorded in the Office of the Clerk of
the County Commission of Hancock County, West Virginia in Lease Book 37, at page
26, as further amended from time to time.


                                    Exhibit A
                                     Page 3


<PAGE>

                                    EXHIBIT B
                             (TANDEM MILL PROPERTY)


                                LEGAL DESCRIPTION

#9 Tandem Mill

         The following tract of land situate in the City of Weirton, Weirton
(formerly Butler) District, Hancock County, West Virginia and being more
particularly bounded and described as follows:

         Beginning at a point at the southwesterly corner of the hereindescribed
         tract, said point being the southwest corner of the building located on
         the hereindescribed tract, said point being located the following two
         (2) bearings and distances from a point at the intersection of the
         south line of Virginia Avenue with the westerly line of West Virginia
         State Route No. 2: S. 87(degree) 30' E. (along the easterly extension
         of said southerly line) 141 and 2/10 feet to a point; thence N.
         02(degree) 30' E. 104 and 46/100 feet to said beginning point; thence
         from said beginning point and with the westerly line of said building
         N. 02(degree) 40' 38" E. 135 feet to a point; thence N. 87(degree) 19'
         22" W. 48 and 25/100 feet to a point in the easterly line of a right of
         way or roadway, hereinafter mentioned; thence with same and then its
         northerly extension N. 03(degree) 40' 40" E. (at 460 and 12/100 feet
         passing the northerly line of said right of way or roadway) 744 and
         31/100 feet to a point in the westerly extension of the north wall of
         the aforesaid building; thence with said extension and then with said
         wall S. 87(degree) 19' 22" E. (at 96 and 54/100 feet passing the
         northerly extension of column line X) 176 and 5/10 feet to a point in
         the centerline of column line W; thence with same S. 02(degree) 40' 38"
         W. (at 9 and 41/100 feet passing the centerline of column line 111, and
         at 133 and 71/100 feet passing the centerline of column line 106, and
         at 834 and 39/100 feet passing the centerline of column line 78) 879
         and 2/10 feet to a point in the south line of said building; thence
         with same N. 87(degree) 19' 22" W. (at 80 feet passing the centerline
         of column line X) 141 and 25/100 feet to the place of beginning,
         containing by survey made by Stegman & Schellhase, Inc., Civil
         Engineers and Surveyors on September 26, 2001, Three and Five Hundred
         Sixty-Four One Thousandths (3 and 564/1000) acres, more or less as
         shown on the # 9 Tandem Mill Subdivision Plan recorded in the Office of
         the Clerk of the County Commission of Hancock County, West Virginia in
         Plat Cabinet 1, Slide 45-B.

                  Together with the non-exclusive easement and right to use a
         right of way or roadway, generally twenty (20) feet wide, leading from
         West Virginia State Route No. 2 to the aforementioned point along the
         line N. 03(degree)40' 40" E", said right of way or roadway being more
         particularly bounded and described as follows: beginning at the
         aforesaid point at the northeasterly corner of the hereindescribed;
         thence from said beginning point S. 03(degree)40' 40" W. 460 and 12/100
         feet to a point; thence S. 01(degree)03' 30" E. 233 and 84/100 feet to
         a point; thence N. 87(degree)30' W. (at


                                    Exhibit B
                                     Page 1

<PAGE>


         45 and 68/100 feet passing the south post of Gate 5) 47 and 86/100 feet
         to a point in the easterly line of West Virginia State Route No. 2;
         thence with same N. 02(degree)40' 21" E. 44 and 47/100 feet to a point;
         thence S. 87(degree)30' E. (at 2 and 22/100 feet passing the north post
         of Gate 5) 24 and 92/100 feet to a point; thence N. 01(degree)03' 30"
         W. 188 and 87/100 feet to a point; thence N. 03(degree)40' 40" E. 460
         and 94/100 feet to a point; thence S. 86(degree)19' 20" E. 20 feet to
         the place of beginning.

                  Together with the non-exclusive easement and right to use a
         right of way or roadway twenty (20) feet wide, leading from the
         northerly line of the above described 3 and 564/1000 acre tract in a
         northerly, then westerly and then southerly direction to Gate 11 on the
         westerly side of State Route No. 2, the centerline of said right of way
         or roadway being more particularly described as follows: Beginning at a
         point in the northerly line of said 3 and 564/1000 acre tract at its
         intersection with said centerline, said point being located N.
         87(degree)19 22" W. 101 and 14/100 feet from the northeasterly corner
         of said tract; thence from said beginning point and with said
         centerline the following twenty-one (21) bearings and distances: N.
         36(degree)32' 38" E. 32 and 5/10 feet to a point; thence N.
         08(degree)59' 28" E. 52 and 73/100 feet to a point; thence N.
         02(degree)05' E. 49 and 81/100 feet to a point; thence N. 01(degree)37"
         04' W. 89 and 36/100 feet to a point; thence N. 05(degree)33' 09" E. 74
         and 18/100 feet to a point; thence N. 12(degree) 47' 29" E. 148 and
         45/100 feet to a point; thence N. 04(degree)33' 48" E. 43 and 39/100
         feet to a point; thence N. 01(degree)19' 05" W. 38 and 71/100 feet to a
         point; thence N. 14(degree)21' 48" W. 92 and 79/100 feet to a point;
         thence N. 59(degree)24' 28" W. 90 and 08/100 feet to a point; thence N.
         47(degree) 30' W. 64 and 27/100 feet to a point; thence N.
         43(degree)40' 37" W. 63 feet to a point; thence N. 63(degree) 30' 47"
         W. 34 and 36/100 feet to a point; thence N. 89(degree)12' 38" W. 26 and
         91/100 feet to a point; thence S. 52(degree)00' 46" W. 19 and 44/100
         feet to a point; thence S. 27(degree)34' 45" W. 28 and 76/100 feet to a
         point; thence S. 03(degree)12' 16" E. 290 and 79/100 feet to a point;
         thence S. 02(degree) 03' 06" W. 60 and 17/100 feet to a point; thence
         S. 04(degree)56' 39" W. 56 and 36/100 feet to a point; thence S.
         08(degree)46' 03" E. 44 and 12/100 feet to a point; thence S.
         38(degree)14' 27" E. 36 and 1/10 feet to a point in the centerline of
         Gate 11 at its intersection with the westerly line of State Route No.
         2, said point being located N. 02(degree)40' 21" E. 1218 and 12/100
         feet along said westerly line from its intersection with the southerly
         line of Virginia Avenue.


                  Together with those certain nonexclusive reciprocal easements
appurtenant to the above described property as set forth and described in that
certain Master Declaration of Easements, Covenants and Restrictions For Weirton,
West Virginia Plant Site dated October 25, 2001, recorded in the Office of the
Clerk of the County Commission of Hancock County, West Virginia in Lease Book
36, at page 633, as amended under that certain First Amendment To Master
Declaration of Easements, Covenants and Restrictions for Weirton, West Virginia
Plant Site dated October 26, 2001 recorded in the Office of the Clerk of the
County Commission of Hancock County West Virginia in Lease Book 36, at page 685
as re-recorded in the Office of the Clerk of the County Commission of Hancock
County, West Virginia in Lease Book 37, at page 5 and as further amended under
that certain Second Amendment To Master Declaration of Easements, Covenants and
Restrictions for Weirton, West Virginia Plant Site dated May 14,


                                   Exhibit B
                                     Page 2


<PAGE>
2002 recorded in the Office of the Clerk of the County Commission of Hancock
County, West Virginia in Lease Book 37, at page 26, as further amended from time
to time.




                                   Exhibit B
                                     Page 3

<PAGE>




                                    EXHIBIT C
                               (TIN MILL PROPERTY)


                                LEGAL DESCRIPTION

DESCRIPTION OF THE 25 AND 105/1000 ACRE TRACT OF LAND SURROUNDING THE WEIRTON
STEEL CORPORATION'S TIN MILL SITE

         The following tract of land situate in the City of Weirton, Butler
District, Hancock County, West Virginia and being more particularly bounded and
described as follows:

         Beginning at a point at the southeasterly corner of the herein
described tract, said beginning point being located N. 35(degree)04' 05" W.
4,599 and 64/100 feet from a point at the intersection of the westerly line of
Main Street with the northerly line of Virginia Avenue, said tie point being the
beginning point in the description of the 796.52 acre tract of land (of which
the herein described is a part), that was conveyed by National Steel Corporation
to Weirton Steel Corporation by deed dated January 10, 1984 and recorded in the
Office of the Clerk of the County Commission of Hancock County, West Virginia in
Deed Book 193, at page 116, the bearing on said northerly line of Virginia
Avenue being N. 87(degree)19' 39" W.; thence from said beginning point and with
the northerly line of a twenty (20) feet wide existing roadway hereinafter
mentioned, the following three (3) bearings and distances: N. 87(degree)30' 33"
W. 446 and 17/100 feet to a point; thence S. 68(degree)59' 42" W. 134 and 39/100
feet to a point; thence S. 83(degree)47' 03" W. 139 and 16/100 feet to a point;
thence crossing said roadway and following along lines of the raw water
clarification area, included in the herein described tract, the following three
(3) bearings and distances: S. 05(degree)00' W. 140 feet to a point; thence N.
85(degree)00' W. 305 feet to a point; thence N. 05(degree)00' E. (re-crossing
said roadway) 140 feet to a point in the northerly side of said roadway; thence
with the same following two (2) bearings and distances: N. 87(degree)18' 51" W.
290 and 48/100 feet to a point; thence S. 75(degree)08' 01" W. 68 and 95/100
feet to a point; thence crossing said roadway and following along lines of the
de-mineralizing area, included in the herein described tract the following three
(3) bearings and distances: S. 05(degree)00' W. (crossing said road) 180 feet to
a point; thence N. 85(degree)00' W. 80 feet to a point; thence N. 05(degree)00'
E. (re-crossing said road) 182 and 29/100 feet to a point; thence following
along the southerly face of the Tin Mill building the following three (3)
bearings and distances: N. 87(degree)29' 48" W. 137 feet to a point; thence N.
02(degree)30' 12" E. 1 and 03/100 feet to a point; thence N. 87(degree)24' 36"
W. 129 and 72/100 feet to a point; thence on a line parallel to and 3 feet west
of the west face of the west wall of said building N. 02(degree)32' 52" E. 823
feet to a point; thence on a line parallel to and approximately 3 feet north of
the north face of the overhang on said building S. 87(degree)27' 08" E. 127 and
5/10 feet to a point; thence S. 02(degree)30' 10" W. (with the northerly
extension and then with a face of said building) 129 and 83/100 feet to a point;
thence following along another overhang S. 87(degree)22' 08" E. 233 feet to a
point; thence S. 02(degree)32' 52" W. 35 feet to a point 3 feet east of a face
of said building; thence on a line parallel to and 13 feet north of the north
face of the north wall of said building S. 87(degree)32' 43" E. 935 and 75/100
feet to a point; thence with the westerly line of a twenty (20) feet wide right
of way or roadway the following three (3) bearings and distances: S. 52(degree)
37' 36" E. 257 and 34/100 feet to a point; thence S. 33(degree)31' 38" E. 351
and 79/100 feet to a point; thence S. 02(degree)39' 50" W. 152 and 56/100 feet
to the place of beginning, containing by survey made by Stegman & Schellhase,
Inc., Civil Engineers and Surveyors on


                                    Exhibit C
                                     Page 1
<PAGE>

February 5, 2002, Twenty-Five and One Hundred Five One Thousandths (25 and
105/1000) acres, more or less as shown on the Tin Mill Subdivision Plan recorded
in the Office of the Clerk of the County Commission of Hancock County, West
Virginia in Plat Cabinet 1, Slide 46-A.

         Together with a non-exclusive easement, with all rights of ingress and
egress presently enjoyed by the party of the first part hereto, with particular
mention hereby being made to the aforementioned twenty (20) feet wide roadways
and their westerly extensions.

         Said 25 and 105/1000 acre tract being subject to that part of said
roadway that is included within the boundaries of the raw water clarification
area and de-mineralizing area.

         Together with a non-exclusive easement or right to use the twenty (20)
feet wide right of way or roadway leading from the southeasterly corner of said
25 and 105/1000 acre tract in a southeasterly direction to West Street (Gate 13
entrance), the centerline of same being more particularly described as follows:

         Beginning at a point at the intersection of the easterly line of said
25 and 105/1000 acre tract with said centerline, said beginning point being
located N. 02(degree)39' 50" E. 8 and 19/100 feet from the southeasterly corner
of said tract; thence from said beginning point and with said centerline the
following thirty-eight (38) bearings and distances: S. 45(degree)31' 53" E. 63
and 56/100 feet to a point; thence S. 79(degree)26' 20" E. 49 and 78/100 feet to
a point; thence S. 74(degree)43' 07" E. 66 and 13/100 feet to a point; thence S.
57(degree)02' 46" E. 63 and 87/100 feet to a point, thence S. 45(degree)19' 41"
E. 55 and 6/10 feet to a point; thence S. 43(degree)55' 27" E. 47 and 5/10 feet
to a point; thence S. 58(degree)06' 33" E. 105 and 77/100 feet to a point;
thence S. 54(degree)00" 19" E. 120 and 52/100 feet to a point; thence S.
50(degree)19' 36" E. 93 and 39/100 feet to a point; thence S. 47(degree)25' 43"
E. 358 and 3/10 feet to a point; thence S. 46(degree)29' 20" E. 92 and 27/100
feet to a point; thence S. 43(degree)55' 43" E. 97 and 08/100 feet to a point;
thence S. 41(degree)56' 21" E. 101 and 04/100 feet to a point; thence S.
38(degree)41' 14" E. 89 and 89/100 feet to a point; thence S. 36(degree)32' 15"
E. 100 and 96/100 feet to a point; thence S. 34(degree)27' 50" E. 102 and 33/100
feet to a point; thence S. 31(degree)47' 08" E. 106 and 04/100 feet to a point;
thence S. 28(degree)44' 37" E. 736 and 23/100 feet to a point; thence S.
28(degree)26' 36" E. 138 and 74/100 feet to a point; thence S. 28(degree)27' E.
238 and 58/100 feet to a point; thence S. 28(degree)30' 20" E. 94 and 37/100
feet to a point; thence S. 24(degree)25' 33" E. 60 and 03/100 feet to a point;
thence S. 17(degree)48' 21" E. 100 and 05/100 feet to a point; thence S.
13(degree)21' 14" E. 289 and 09/100 feet to a point; thence S. 14(degree)08' 08"
E. 277 and 28/100 feet to a point; thence S. 13(degree)25' 28" E. 136 and 21/100
feet to a point; thence S. 17(degree)45' 53" E. 66 and 34/100 feet to a point;
thence S. 19(degree)24' 23" E. 71 and 07/100 feet to a point; thence S.
33(degree)40' 42" E. 71 and 26/100 feet to a point; thence S. 32(degree)35' 27"
E. 58 and 14/100 feet to a point; thence S. 20(degree)07' 27" E. 50 and 55/100
feet to a point; thence S. 10(degree)56' 56" E. 93 and 32/100 feet to a point;
thence S. 16(degree)52' E. 50 and 41/100 feet to a point; thence S.
44(degree)59' 06" E. 20 and 92/100 feet to a point; thence S. 70(degree)01' 33"
E. 40 and 58/100 feet to a point; thence S. 84(degree)33' 23" E. 56 and 81/100
feet to a point; thence N. 83(degree)14' 56" E. 57 and 6/10 feet to a point
designated herein as point x, the beginning point of another twenty (20) feet
wide right of way hereinafter described; thence S. 03(degree)04' 24" W. 31 and
76/100 feet to a point at the northerly end of West Street; fifty (50) feet
wide, at Gate 13, said right of way or roadway to be used in common by both
parties hereto, their heirs and assigns.


                                    Exhibit C
                                     Page 2


<PAGE>

         Together with a non-exclusive easement or right to use the twenty (20)
feet wide right of way or roadway leading from the aforesaid point x in a
northeasterly direction to Main Street (Gate 4 entrance), the centerline of same
being more particularly described as follows: beginning at said point x; thence
from said beginning point and with said centerline the following eight (8)
bearings and distances: N. 75(degree)59' 46" E. 122 and 41/100 feet to a point;
thence N. 58(degree)10' 24" E. 13 and 06/100 feet to a point; thence N.
26(degree)33' 03" E. 41 and 63/100 feet to a point; thence N. 07(degree)46' 45"
E. 86 and 67/100 feet to a point; thence N. 03(degree)38' 59" E. 75 and 18/100
feet to a point; thence N. 09(degree)23' 31" E. 51 and 85/100 feet to a point;
thence N. 64(degree)45' 15" E. 32 and 3/10 feet to a point; thence S.
85(degree)57' 21" E. 96 and 33/100 feet to a point in the westerly line of Main
Street at Gate 4 entrance, said point being located N. 02(degree)40' 21" E. 578
and 15/100 feet from a point at the intersection of said westerly line with the
northerly line of Virginia Avenue, said right of way or roadway to be used in
common by both parties hereto, their heirs and assigns.

         Being a part of the 796 and 52/100 acre tract of land that was conveyed
by National Steel Corporation to Weirton Steel Corporation by deed dated January
10, 1984 and recorded in the Office of the Clerk of the County Commission of
Hancock County, West Virginia in Deed Book 193, at page 116.

         Together with those certain nonexclusive reciprocal easements
appurtenant to the above described property as set forth and described in that
certain Master Declaration of Easements, Covenants and Restrictions For Weirton,
West Virginia Plant Site dated October 25, 2001, recorded in the Office of the
Clerk of the County Commission of Hancock County, West Virginia in Lease Book
36, at page 633, as amended under that certain First Amendment To Master
Declaration of Easements, Covenants and Restrictions for Weirton, West Virginia
Plant Site dated October 26, 2001 recorded in the Office of the Clerk of the
County Commission of Hancock County West Virginia in Lease Book 36, at page 685
as re-recorded in the Office of the Clerk of the County Commission of Hancock
County, West Virginia in Lease Book 37, at page 5 and as further amended under
that certain Second Amendment To Master Declaration of Easements, Covenants and
Restrictions for Weirton, West Virginia Plant Site dated May 14, 2002 recorded
in the Office of the Clerk of the County Commission of Hancock County, West
Virginia in Lease Book 37, at page 26, as further amended from time to time.




                                    Exhibit C
                                     Page 3