<PAGE>   1

                         WHEELING-PITTSBURGH CORPORATION
                              110 East 59th Street
                            New York, New York 10022





                                                   July 29, 1993



To:      WPN Corp.
         217 Stonehill Road
         Pound Ridge, NY 10576

                  We are  pleased to inform you that on July 29,  1993 the Board
of Directors of  Wheeling-Pittsburgh  Corporation  (the "Company")  granted you,
subject to  stockholder  approval  of the grant  within one (1) year of July 29,
1993,  non-qualified stock options, to purchase 600,000 shares (the "Shares") of
Common Stock,  par value $.01 per share,  of the Company,  at a price of $10.875
per Share.

                  No part of the option is currently exercisable. The option may
first be exercised  with respect to 33.33% of the Shares at any time on or after
the date of shareholder approval of this option grant which is expected to be no
later  than the next  annual  meeting  of  stockholders  to be held in 1994 (the
"Approval  Date").  The option may be exercised  with  respect to an  additional
33.33%  of the  Shares  at any time on or  after  the  1995  anniversary  of the
Approval Date. The option may be exercised with respect to the remaining  33.34%
of the Shares at any time on or after the 1996 anniversary of the Approval Date.
You must  purchase  a minimum of 50 Shares or more (but not  fractional  shares)
each time you choose to purchase Shares, except to purchase the remaining Shares
available to you.

                  This  option,  to the extent not  previously  exercised,  will
expire on April 29, 2003.

                  Unless  at  the  time  of  the   exercise  of  this  option  a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
this option shall be acquired for investment  and not for sale or  distribution,
and if the Company so requests, upon any exercise of this option, in whole or in
part,  you will execute and deliver to the Company a certificate to such effect.
The Company  shall not be obligated to issue any Shares  pursuant to this option
if, in the  opinion of counsel  to the  Company,  the Shares to be so issued are
required to be  registered  or  otherwise  qualified  under the Act or under any
other  applicable  statute,  regulation  or  ordinance  affecting  


<PAGE>   2

the sale of securities,  unless and until such Shares have been so registered or
otherwise qualified.

                  You  understand  and  acknowledge  that,  under  existing law,
unless at the time of the exercise of this option a registration statement under
the Act is in effect as to such  Shares  (i) any  Shares  purchased  by you upon
exercise  of this option may be  required  to be held  indefinitely  unless such
Shares  are  subsequently  registered  under the Act or an  exemption  from such
registration  is available;  (ii) any sales of such Shares made in reliance upon
Rule 144 promulgated under the Act may be made only in accordance with the terms
and conditions of that Rule (which,  under certain  circumstances,  restrict the
number of shares  which may be sold and the manner in which shares may be sold);
(iii) in the case of securities to which Rule 144 is not applicable,  compliance
with Regulation A promulgated  under the Act or some other disclosure  exemption
will be required;  (iv)  certificates  for Shares to be issued to you  hereunder
shall bear a legend to the effect that the Shares have not been registered under
the Act  and  that  the  Shares  may  not be  sold,  hypothecated  or  otherwise
transferred in the absence of an effective  registration statement under the Act
relating thereto or an opinion of counsel  satisfactory to the Company that such
registration  is not required;  (v) the Company will place an appropriate  "stop
transfer"  order with its transfer  agent with respect to such Shares;  and (vi)
the Company has  undertaken  no  obligation to register the Shares or to include
the Shares in any registration  statement which may be filed by it subsequent to
the issuance of the shares to you. In addition,  you understand and  acknowledge
that the Company has no  obligation to you to furnish  information  necessary to
enable you to make sales under Rule 144.

                  This option (or  installment  thereof) is to be  exercised  by
delivering  to the Company a written  notice of  exercise  in the form  attached
hereto as Exhibit A,  specifying the number of Shares to be purchased,  together
with payment of the purchase  price of the Shares to be purchased.  The purchase
price is to be paid in cash or, at the discretion of the Stock Option Committee,
by delivering  shares of the  Company's  stock already owned by you and having a
fair market  value on the date of exercise  equal to the  exercise  price of the
option,  or a  combination  of such shares and cash,  or otherwise in accordance
with the Plan.

                  Would you kindly  evidence your  acceptance of this option and
your agreement to comply with the provisions hereof


                                       -2-

<PAGE>   3

and of the  Plan by  executing  this  letter  under  the  words  "Agreed  To and
Accepted."

                                            Very truly yours,

                                            WHEELING-PITTSBURGH CORPORATION


                                            By: /s/ Francis P. Massco
                                               ---------------------------------
                                               Francis P. Massco, Vice President

AGREED TO AND ACCEPTED:

WPN CORP.

/s/ Ronald LaBow
----------------
Ronald LaBow


                                       -3-

<PAGE>   4


                                    EXHIBIT A
                                    ---------


Wheeling-Pittsburgh Corporation
110 East 59th Street
New York, New York  10022

Gentlemen:

                  Notice is  hereby  given of my  election  to  purchase  ______
shares of Common Stock,  $.01 par value (the "Shares"),  of  Wheeling-Pittsburgh
Corporation  at a price of $10.875 per Share,  pursuant to the provisions of the
option granted to me on July 29, 1993. Enclosed in payment for the Shares is:

                  / /      my check in the amount of $________.

                 */ /      __________________   Shares   having  a  total  value
                           $______________,   such  value  being  based  on  the
                           closing price(s) of the Shares on the date hereof.

                  The following  information  is supplied for use in issuing and
registering the Shares purchased hereby:

                  Number of Certificates
                     and Denominations               ___________________

                  Name                               ___________________

                  Address                            ___________________

                                                     -------------------

                                                     -------------------

                  Social Security Number             ___________________


Dated:            _______________, 19__

                                                     Very truly yours,


                                                     --------------------------

*Subject to the approval of the
 Stock Option Committee


                                       -4-