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                                                                    EXHIBIT 10.8




                         WHEELING-PITTSBURGH CORPORATION

                      2003 MANAGEMENT RESTRICTED STOCK PLAN
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                                TABLE OF CONTENTS


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<S>   <C>                                                               <C>
1.    Purpose........................................................   1

2.    Definitions....................................................   1

3.    Term of the Plan...............................................   2

4.    Stock Subject to the Plan......................................   2

5.    Administration.................................................   3

6.    Authorization and Eligibility..................................   3

7.    Specific Terms of Awards.......................................   3

8.    Adjustment Provisions..........................................   5

9.    Settlement of Awards...........................................   6

10.   Reservation of Stock...........................................   8

11.   No Special Employment or Other Rights..........................   8

12.   Nonexclusivity of the Plan.....................................   8

13.   Termination and Amendment of the Plan..........................   9

14.   Notices and Other Communications...............................   9

15.   Governing Law..................................................   9
</TABLE>


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                         WHEELING-PITTSBURGH CORPORATION

                      2003 MANAGEMENT STOCK INCENTIVE PLAN

1.    PURPOSE

      This Plan is intended to encourage ownership of Common Stock by selected
management of the Company and its Affiliates, and to provide additional
incentive for them to promote the success of the Company's business, through the
grant of Restricted Stock.

2.    DEFINITIONS

      As used in this Plan, the following terms shall have the following
meanings:

      2.1. Acquisition means any merger or consolidation of the Company with or
into another person or the sale, transfer, or other disposition of all or
substantially all of the 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
acquiror's outstanding 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 the Company immediately prior to that
transaction, or

      2.2. Affiliate means any corporation, partnership, limited liability
company, business trust, or other entity controlling, controlled by or under
common control with the Company.

      2.3. Award means of any grant of Restricted Stock under this Plan to a
Participant.

      2.4. Board means the Company's Board of Directors.

      2.5. Change of Control means the occurrence of either of the following:

            (a) any person or group 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 Company or an Affiliate, directly or indirectly
acquires beneficial ownership (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 Company's
outstanding securities pursuant to a tender or exchange offer made directly to
the Company's stockholders that the Board does not recommend such stockholders
to accept, or

            (b) 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 Board members
(rounded up to
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the next whole number, if a fraction) ceases, by reason of one or more proxy
contests for the election of Board members, to be composed of individuals who
either (A) have been Board members continuously since the beginning of that
period, or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in the
preceding clause (A) who were still in office at the time that election or
nomination was approved by the Board.

      2.6. Committee means any committee of the Board delegated responsibility
by the Board for the administration of the Plan, as provided in Section 5 of the
Plan. For any period during which no such committee is in existence, "Committee"
shall mean the Board and all authority and responsibility assigned to the
Committee under the Plan shall be exercised, if at all, by the Board.

      2.7. Common Stock or Stock means common stock, par value $0.01 per share,
of the Company.

      2.8. Company means Wheeling-Pittsburgh Corporation, a corporation
organized under the laws of the State of Delaware.

      2.9. Participant means any holder of an outstanding Award under the Plan.

      2.10. Plan means this 2003 Management Restricted Stock Plan of the
Company, as amended from time to time, and including any attachments or addenda
hereto.

      2.11. Restricted Stock means a grant of shares of Common Stock to a
Participant subject to a Risk of Forfeiture.

      2.12. Restriction Period means the period of time during which the shares
of Restricted Stock are subject to Risk of Forfeiture.

      2.13. Risk of Forfeiture means a limitation on the right of the
Participant to retain Restricted Stock arising because of the occurrence or
non-occurrence of specified events or conditions.

3.    TERM OF THE PLAN

      Unless the Plan shall have been earlier terminated by the Board, Awards
may be granted under this Plan at any time in the period commencing on the date
of approval of the Plan by the Board and ending immediately prior to the tenth
anniversary of the earlier of the adoption of the Plan by the Board or approval
of the Plan by the Company's stockholders. Awards granted pursuant to the Plan
within that period shall not expire solely by reason of the termination of the
Plan.

4.    STOCK SUBJECT TO THE PLAN

      At no time shall the number of shares of Common Stock issued pursuant to
or subject to outstanding Awards granted under the Plan exceed 500,000 shares of
Common
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Stock; subject, however, to the provisions of Section 8 of the Plan. For
purposes of applying the foregoing limitation, if any Award of Restricted Stock
is forfeited by the recipient, the shares forfeited by the recipient shall again
be available for Awards to be granted under the Plan. Shares of Common Stock
issued pursuant to the Plan may be either authorized but unissued shares or
shares held by the Company in its treasury.

5.    ADMINISTRATION

      The Plan shall be administered by the Committee; provided, however, that
at any time and on any one or more occasions the Board may itself exercise any
of the powers and responsibilities assigned the Committee under the Plan and
when so acting shall have the benefit of all of the provisions of the Plan
pertaining to the Committee's exercise of its authorities hereunder. Subject to
the provisions of the Plan, the Committee shall have complete authority, in its
discretion, to make or to select the manner of making all determinations with
respect to each Award to be granted by the Company under the Plan. In making
such determinations, the Committee may take into account the nature of the
services rendered by the respective employees, their present and potential
contributions to the success of the Company and its Affiliates, and such other
factors as the Committee in its discretion shall deem relevant. Subject to the
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations necessary or advisable for
the administration of the Plan. The Committee's determinations made in good
faith on matters referred to in the Plan shall be final, binding and conclusive
on all persons having or claiming any interest under the Plan or an Award made
pursuant to hereto.

6.    AUTHORIZATION AND ELIGIBILITY

      The Committee may grant from time to time and at any time prior to the
termination of the Plan one or more Awards to any officer or other management
employee of one or more of the Company and its Affiliates.

      Each grant of an Award shall be subject to all applicable terms and
conditions of the Plan, and such other terms and conditions, not inconsistent
with the terms of the Plan, as the Committee may prescribe. No prospective
Participant shall have any rights with respect to an Award, unless and until
such Participant shall have complied with the applicable terms and conditions of
such Award.

7.    SPECIFIC TERMS OF AWARDS

      7.1. Restricted Stock.

            (a) Purchase Price. Awards of Restricted Stock shall be issued under
the Plan solely in consideration of the Participant's performance of services.
Except as may be required to ensure any shares of Common Stock are validly
issued and non-assessable, no cash purchase price shall be required in
connection with the grant of Awards under this Plan.
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            (b) Issuance of Certificates. Each Participant receiving an Award,
subject to subsection (c) below, shall be issued one or more stock certificates
in respect of such shares of Restricted Stock. Such certificate shall be
registered in the name of such Participant, and, if applicable, shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award substantially in the following form:

      The transferability of this certificate and the shares represented by this
      certificate are subject to the terms and conditions of the
      Wheeling-Pittsburgh Corporation 2003 Management Restricted Stock Plan.
      Copies of such Plan are on file in the offices of the Company.

            (c) Escrow of Shares. All stock certificates evidencing shares of
Restricted Stock, together with a stock power, endorsed in blank, relating to
the Stock covered by such Award, shall be held in custody by a designated escrow
agent (which may but need not be the Company) until the Risk of Forfeiture
applicable thereto shall have lapsed. If and when the Restriction Period as to
any Restricted Stock covered by an Award lapses without a prior forfeiture of
the Restricted Stock, the certificates for such shares shall be delivered to the
Participant promptly.

            (d) Restrictions on Transfer. During the Restriction Period
applicable to Restricted Stock covered by an Award, neither such Restricted
Stock nor any beneficial interest therein may be sold, transferred, assigned,
pledged, encumbered or otherwise disposed of in any way at any time (including,
without limitation, by operation of law) other than (i) to the Company or its
assignees or (ii) to any other person on (but only upon) death by will, bequest
or operation of law.

            (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of
Award. Except as otherwise provided in the Plan at all times prior to lapse of
the Risk of Forfeiture applicable to, or forfeiture of, an Award of Restricted
Stock, the Participant shall have all of the rights of a stockholder of the
Company, including the right to vote, and the right to receive any dividends
with respect to, the shares of Restricted Stock. At any time and from time to
time the Committee, as determined at the time of Award, may permit or require
the payment of any cash dividends otherwise due in respect of an Award of
Restricted Stock to be deferred and, if the Committee so determines, reinvested
in additional Restricted Stock (at its then Market Value) to the extent shares
are available under Section 4.

            (f) Lapse of Restrictions; In General. The Risk of Forfeiture and
Restriction Period as to an Award shall lapse as follows:

                  (i) As to one-third of the Restricted Stock covered by the
Award, on each of the first, second, and third anniversaries of the date such
Award was granted; provided, the recipient of such Award has been continuously
employed by the Company or an Affiliate from the date such Award was granted
until such anniversary; and

                  (ii) Immediately in full upon any Change of Control.
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            (g) Lapse of Restrictions; Discretionary Acceleration. The Committee
may, in advance of, at the time of, or at any time after, an Acquisition,
subject to and upon such terms as the Committee may deem appropriate, provide
that the Risk of Forfeiture and Restriction Period as to any or all then
outstanding Awards shall lapse, effective at the time of the Acquisition, or at
such time following the Acquisition that the employment of the Participant or
Participants that hold such Awards terminates, or at such other time or times as
the Committee shall determine. The Committee may in addition at any time and
from time to time, subject to and upon such terms as the Committee may deem
appropriate and for the benefit of one, some or all then Participants, provide
that the Risk of Forfeiture and Restriction Period as to some or all outstanding
Awards held by such Participant or Participants will lapse at such earlier time
or times as the Committee may determine.

            (h) Forfeiture on Termination of Association with the Company. Upon
termination of a Participant's employment or other association with the Company
and its Affiliates for any reason during the Restriction Period, including
because of the Participant's employer ceasing to be an Affiliate during the
Restriction Period, all shares of Restricted Stock still subject to Risk of
Forfeiture shall be forfeited and returned to the Company. Military or sick
leave or other bona fide leave shall not be deemed a termination of employment
or other association, if it does not exceed the longer of ninety (90) days or
the period during which the absent Participant's reemployment rights, if any,
are guaranteed by statute or by contract.

      7.2. Awards to Participants Outside the United States. The Committee may
modify the terms of any Award under the Plan granted to a Participant who is, at
the time of grant or during the term of the Award, resident or primarily
employed outside of the United States in any manner deemed by the Committee to
be necessary or appropriate in order that the Award shall conform to laws,
regulations, and customs of the country in which the Participant is then
resident or primarily employed, or so that the value and other benefits of the
Award to the Participant, as affected by foreign tax laws and other restrictions
applicable as a result of the Participant's residence or employment abroad,
shall be comparable to the value of such an Award to a Participant who is
resident or primarily employed in the United States. An Award may be modified
under this Section 7.2 in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation.

8.    ADJUSTMENT PROVISIONS

      8.1. Adjustment for Corporate Actions. The share numbers set forth in the
Plan reflect the capital structure of the Company as of the effective date of
the Company's Plan of Reorganization in 2003. If subsequent to that date the
outstanding shares of Common Stock (or any other securities covered by the Plan
by reason of the prior application of this Section) are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all the property of
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the Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split, or other distribution with respect to such
shares of Common Stock, or other securities, an appropriate and proportionate
adjustment will be made in (i) the maximum numbers and kinds of shares provided
in Section 4, and (ii) the numbers and kinds of shares or other securities
subject to the then outstanding Awards.

      8.2. Related Matters. Any adjustment in Awards made pursuant to this
Section 8 shall be determined and made, if at all, by the Committee and shall
include any correlative modification of terms which the Committee may deem
necessary or appropriate so as to ensure the rights of the Participants in their
respective Awards are not substantially diminished nor enlarged as a result of
the adjustment and corporate action other than as expressly contemplated in this
Section 8.

9.    SETTLEMENT OF AWARDS

      9.1. Violation of Law. Notwithstanding any other provision of the Plan if,
at any time, in the reasonable opinion of the Company, the issuance of shares of
Common Stock covered by an Award may constitute a violation of law, then the
Company may delay such issuance and the delivery of a certificate for such
shares until (i) approval shall have been obtained from such governmental
agencies, other than the Securities and Exchange Commission, as may be required
under any applicable law, rule, or regulation and (ii) in the case where such
issuance would constitute a violation of a law administered by or a regulation
of the Securities and Exchange Commission, one of the following conditions shall
have been satisfied:

            (a) the shares are at the time of the issue of such shares
effectively registered under the Securities Act of 1933; or

            (b) the Company shall have determined, on such basis as it deems
appropriate (including an opinion of counsel in form and substance satisfactory
to the Company) that the sale, transfer, assignment, pledge, encumbrance or
other disposition of such shares or such beneficial interest, as the case may
be, does not require registration under the Securities Act of 1933, as amended
or any applicable State securities laws.

The Company shall make all reasonable efforts to bring about the occurrence of
said events.

      9.2. Corporate Restrictions on Rights in Stock. Any Stock to be issued
pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the charter,
certificate or articles, and by-laws, of the Company.

      9.3. Investment Representations. The Company shall be under no obligation
to issue any shares covered by any Award unless the shares to be issued pursuant
to Awards granted under the Plan have been effectively registered under the
Securities Act of 1933, as amended, or the Participant shall have made such
written representations to the Company (upon which the Company believes it may
reasonably rely) as the Company
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may deem necessary or appropriate for purposes of confirming that the issuance
of such shares will be exempt from the registration requirements of that Act and
any applicable state securities laws and otherwise in compliance with all
applicable laws, rules and regulations, including but not limited to that the
Participant is acquiring the shares for his or her own account for the purpose
of investment and not with a view to, or for sale in connection with, the
distribution of any such shares.

      9.4. Registration. If the Company shall deem it necessary or desirable to
register under the Securities Act of 1933, as amended or other applicable
statutes any shares of Stock issued or to be issued pursuant to Awards granted
under the Plan, or to qualify any such shares of Stock for exemption from the
Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from
each recipient of an Award, or each holder of shares of Stock acquired pursuant
to the Plan, such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims,
damage and liabilities arising from use of the information so furnished and
caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
under which they were made. In addition, the Company may require of any such
person that he or she agree that, without the prior written consent of the
Company or the managing underwriter in any public offering of shares of Stock,
he or she will not sell, make any short sale of, loan, grant any option for the
purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares
of Common Stock during the 180 day period commencing on the effective date of
the registration statement relating to the underwritten public offering of
securities. Without limiting the generality of the foregoing provisions of this
Section 9.4, if in connection with any underwritten public offering of
securities of the Company the managing underwriter of such offering requires
that the Company's directors and officers enter into a lock-up agreement
containing provisions that are more restrictive than the provisions set forth in
the preceding sentence, then (a) each holder of shares of Stock acquired
pursuant to the Plan (regardless of whether such person has complied or complies
with the provisions of clause (b) below) shall be bound by, and shall be deemed
to have agreed to, the same lock-up terms as those to which the Company's
directors and officers are required to adhere; and (b) at the request of the
Company or such managing underwriter, each such person shall execute and deliver
a lock-up agreement in form and substance equivalent to that which is required
to be executed by the Company's directors and officers.

      9.5. Placement of Legends; Stop Orders; etc. Each share of Common Stock to
be issued pursuant to Awards granted under the Plan may bear a reference to the
investment representation made in accordance with Section 9.3 in addition to any
other applicable restriction under the Plan and to the fact if applicable that
no registration statement has been filed with the Securities and Exchange
Commission in respect to such shares of Common Stock. All certificates for
shares of Common Stock or other securities delivered under the Plan shall be
subject to such stock transfer orders and other
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restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.

      9.6. Tax Withholding. Whenever shares of Stock are issued pursuant to
Awards granted under the Plan, or when the applicable Risk of Forfeiture as to
those shares of Stock shall lapse, the Company shall have the right to require
the recipient to remit to the Company an amount sufficient to satisfy federal,
state, local or other withholding tax requirements if, when, and to the extent
required by law (whether so required to secure for the Company an otherwise
available tax deduction or otherwise) prior to the delivery of any certificate
or certificates for such shares. The obligations of the Company under the Plan
shall be conditional on satisfaction of all such withholding obligations and the
Company shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the recipient of an Award.

10.   RESERVATION OF STOCK

      The Company shall at all times during the term of the Plan granted
hereunder reserve or otherwise keep available such number of shares of Stock as
will be sufficient to satisfy the requirements of the Plan (if then in effect)
and shall pay all fees and expenses necessarily incurred by the Company in
connection therewith.

11.   NO SPECIAL EMPLOYMENT OR OTHER RIGHTS

      Nothing contained in the Plan shall confer upon any recipient of an Award
any right with respect to the continuation of his or her employment or other
association with the Company (or any Affiliate), or interfere in any way with
the right of the Company (or any Affiliate), subject to the terms of any
separate employment or consulting agreement or provision of law or corporate
charter, certificate or articles, or by-laws, to the contrary, at any time to
terminate such employment or consulting agreement or to increase or decrease, or
otherwise adjust, the other terms and conditions of the recipient's employment
with the Company and its Affiliates.

12.   NONEXCLUSIVITY OF THE PLAN

      Neither the adoption of the Plan by the Board nor, if applicable, the
submission of the Plan to the stockholders of the Company shall be construed as
creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation, the
granting of stock options and restricted stock other than under the Plan, and
such arrangements may be either applicable generally or only in specific cases.
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13.   TERMINATION AND AMENDMENT OF THE PLAN

      The Board may at any time terminate the Plan or make such modifications of
the Plan as it shall deem advisable. Unless the Board otherwise expressly
provides, no amendment of the Plan shall affect the terms of any Award
outstanding on the date of such amendment. In any case, no termination or
amendment of the Plan may, without the consent of any recipient of an Award
granted hereunder, adversely affect the rights of the recipient under such
Award.

      The Committee may amend the terms of any Award theretofore granted,
prospectively or retroactively, provided that the Award as amended is consistent
with the terms of the Plan, but no such amendment shall impair the rights of the
recipient of such Award without his or her consent.

14.   NOTICES AND OTHER COMMUNICATIONS

      Any notice, demand, request or other communication hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or duly sent by first class registered, certified or overnight mail,
postage prepaid, or telecopied with a confirmation copy by regular, certified or
overnight mail, addressed or telecopied, as the case may be, (i) if to the
recipient of an Award, at his or her residence address last filed with the
Company and (ii) if to the Company, at its principal place of business,
addressed to the attention of its Treasurer, or to such other address or
telecopier number, as the case may be, as the addressee may have designated by
notice to the addressor. All such notices, requests, demands and other
communications shall be deemed to have been received: (i) in the case of
personal delivery, on the date of such delivery; (ii) in the case of mailing,
when received by the addressee; and (iii) in the case of facsimile transmission,
when confirmed by facsimile machine report.

15.   GOVERNING LAW

      The Plan and actions taken thereunder shall be governed, interpreted and
enforced in accordance with the laws of the State of Delaware, without regard to
the conflict of laws principles thereof.