<PAGE>   1
                                                                  EXHIBIT 10.3  

                CLOSE CORPORATION AND SHAREHOLDERS' AGREEMENT


                  This Close Corporation and Shareholder's Agreement (the
"Agreement") made to be effective as of the 24th day of March, 1994, by and
among Dong Yang Tinplate America Corp. ("Dong Yang America"), a California
corporation, Wheeling-Pittsburgh Corporation ("Wheeling-Pittsburgh"), a Delaware
corporation, Nittetsu Shoji America, Inc. ("Nittetsu"), a California
corporation, and Ohio Coatings Company ("Coating Company"), an Ohio corporation.

                                    RECITALS:

                  (A) The Shareholders own all 100% of the issued and
outstanding Common and Preferred Shares of the Coating Company and are its only
Shareholders. Dong Yang America owns 600 shares of common, Wheeling-Pittsburgh
owns 600 shares of common and Nittetsu owns 300 preferred shares.

                  (B) The Shareholders desire to enter into an agreement
regulating certain aspects of (i) the internal affairs of the Coating Company,
(ii) the operations of the Coating Company and (iii) the relations among the
Shareholders, directors and officers of the Coating Company and each other
person who may thereafter become the holder of Shares of the Coating Company.

                  (C) The Shareholders and the Coating Company further desire to
enter into an agreement in respect of the issuance, sale, transfer,
distribution, encumbrance or other distribution of Shares of the Coating
Company.
<PAGE>   2
                  NOW, THEREFORE, in consideration of the premises and of their
mutual covenants set forth hereinafter, and subject to the fulfillment of the
remaining terms and conditions precedent set forth in the Letter of Intent dated
June 21, 1994, the parties hereto make the following agreement, intending to be
legally bound thereby.

                                   ARTICLE ONE

                                   Definitions

                  Section 1.01. Defined Terms. Each term with the initial letter
capitalized in this Agreement shall have the meaning specified herein, when used
in this Agreement, including the exhibits and schedules hereto.

                  Section  1.02.  Articles.  "Articles"  means the  Articles  of
Incorporation of the Coating Company as in effect from time to time.

                  Section 1.03. Change in Control. "Change in Control" means,
with respect to Wheeling-Pittsburgh, the transfer to persons other than a
holding company of a majority of the capital stock of Wheeling-Pittsburgh Steel
Corporation or any transfer of substantially all of the assets of
Wheeling-Pittsburgh Steel Corporation, and means, with respect to Dong Yang
America or its parent, Dong Yang Tinplate Ind. Co., Ltd. ("Dong Yang"), the
transfer to persons who are not immediate members of the Sohn family of a
majority of the capital stock of Dong Yang, any transfer of substantially all of
the assets of Dong Yang, or a change in ownership of Dong Yang America.

                                       -2-
<PAGE>   3
                  Section 1.04.  Code of  Regulations. "Regulations"  means the
Code of Regulations of the Coating Company as in effect from time to time.

                  Section 1.05.  Impasse. "Impasse" means the inability of Dong
Yang America and Wheeling-Pittsburgh to agree on a Major Corporate Decision as
contemplated by Section  3.05(C) after the procedures set forth in this Section
1.05 have been exhausted:

                  A. If Wheeling-Pittsburgh and Dong Yang America disagree on a
Major Corporate Decision in the Coating Company's business, either may give
notice to the other that it believes that an Impasse is possible, whereupon
Wheeling-Pittsburgh and Dong Yang shall through their designees negotiate in
good faith, for a period of thirty (30) days from the date such notice was
given, a resolution of their disagreement.

                  B. If the  disagreement  has not  been  resolved  within  such
thirty (30) day period, then either:

                           (1)  Wheeling-Pittsburgh  and Dong Yang America shall
agree to defer the decision giving rise to the disagreement for a fixed period
of time and extend (if necessary) the Raw Materials Supply Agreement or other
long term agreements in which event no Impasse shall be deemed to have occurred;
or

                           (2)  Wheeling-Pittsburgh  and Dong Yang America shall
select an independent mediator and attempt to resolve the disagreement through
mediation. If the disagreement has not been resolved within seventy-five (75)
days after notice was given under Section 1.05(A), an Impasse shall be deemed to
have occurred.

                                       -3-
<PAGE>   4
                  Section 1.06. Fair Market Value. "Fair Market Value" means a
value or price negotiated at arm's length between the affected parties. If the
parties cannot agree on a Fair Market Value for purposes of Sections 6.02 and
6.03, then it shall be determined by a certified appraiser selected by the
parties and, if the parties cannot agree, then by the Arbitrator.

                  Section 1.07. Shareholder. "Shareholder" means Dong Yang
America, Nittetsu and Wheeling-Pittsburgh, or their successors or assigns, but
excludes a purported transferee of any Shares of the Coating Company pursuant to
any transaction that contravenes the terms and conditions of this Agreement and
"Shareholders" means more than one Shareholder.

                  Section 1.08. Share. "Share" means any share of any class of
shares of the Coating Company.

                  Section 1.09. Common Share. "Common Share" means any of the
common Shares of the Coating Company.

                  Section 1.10. Preferred Share. "Preferred Share" means any
share of the non-voting (cumulative) preferred shares of the Coating Company.

                  Section 1.11. Substrate. "Substrate" shall mean the black
plate or cold rolled steel coils which will be converted to tin mill product by
the Coating Company.

                  Section 1.12. Toll Processing. "Toll Processing" means the
process of coating steel or other metal coils of another for a service charge.

                                       -4-
<PAGE>   5
                  Section 1.13. Raw Materials Supply  Agreement.  "Raw Materials
Supply  Agreement"  refers to a long term agreement  by the Coating Company to
purchase  a  substantial  amount of  its  substrate  requirements  from
Wheeling-Pittsburgh Steel Corporation.

                  Section 1.14. Start-Up Date. The Start-Up Date shall mean the
date on which the line is first in service, producing commercially acceptable
product.

                  Section 1.15. Wheeling-Pittsburgh. "Wheeling-Pittsburgh" means
Wheeling-Pittsburgh Corporation, its subsidiaries, affiliates and related
entities.

                  Section 1.16. Out-of-Pocket Expenses. For purposes of Section
4.04, the term "Out-of-Pocket Expenses" shall mean the ordinary and necessary
business expenses incurred by personnel incident to their performance of
services, but shall not include normal living expenses.


                                   ARTICLE TWO

                           Close Corporation Agreement

                  Section 2.01. Close Corporation Agreement. This Agreement is
to be a close corporation instrument governed by Section 1701.591 of the Ohio
Revised Code, and is a close corporation agreement as that term is defined in
Section 1701.01(X) of the Ohio Revised Code. This Agreement shall regulate
aspects of the internal affairs of the Coating Company and the relations of the
Shareholders, Directors and Officers of the Coating Company between themselves
to the extent set forth herein and, if the Articles or Regulations of Coating
Company shall be inconsistent

                                       -5-
<PAGE>   6
with this Agreement, such inconsistent provision of the Articles and the
Regulations shall be suspended during the term of this Agreement and the
provisions of this Agreement shall be controlling. To the extent not
inconsistent with the provisions of this Agreement, the Articles and Regulations
of the Coating Company, as amended from time to time, shall regulate aspects of
the internal affairs of the Coating Company and the relations of the
Shareholders and Directors of the Coating Company among themselves.

                                  ARTICLE THREE

                              Corporate Governance

                  Section 3.01. Shareholders' Authority. The Shareholders and
the Coating Company agree that there shall be one (1) regular meeting of the
Shareholders of the Coating Company to be held within three (3) months of the
end of the Coating Company's fiscal year. The parties to this Agreement agree to
hold other Shareholders meetings only when requested in writing by one of the
Common Shareholders or only when required by the Ohio Revised Code.

                  Section 3.02. Directors' Authority. The parties agree that
there shall be two (2) regular meetings of the board of directors ("Board") of
the Coating Company held semi-annually. Other meetings shall be held only upon
the written request of four or more directors ("Directors") of the Coating
Company. All actions of the Board shall require the affirmative vote of five (5)

                                       -6-
<PAGE>   7
members in order for the action to be effective. The Directors of the Coating
Company shall exercise the authority of Coating Company as provided in the Ohio
Revised Code, subject to the terms and conditions of this Agreement, including,
but not limited to, the requirement that all actions require five (5)
affirmative votes of the members of the Board.

                  If any action proposed by any member of the Board concerning
the operations of the Coating Company, other than the Major Corporate Decisions
described in Section 3.05(C) hereof, does not receive five (5) affirmative
votes, any four (4) directors may request arbitration of this action as provided
in Section 11.16 hereof.

                  Section 3.03. Election and Number of Directors. The Board of
the Coating Company shall be comprised of eight (8) Directors. No action shall
be taken by the Board of the Coating Company except at a meeting of the
Directors at which a quorum of the Directors are present, or, alternatively,
pursuant to a unanimous action in writing as provided in the Ohio Revised Code.
Dong Yang America shall have the right to elect four (4) Directors of the
Coating Company and Wheeling-Pittsburgh shall have the right to elect four (4)
Directors of the Coating Company. Any Director appointed or selected by a
Shareholder(s) may be removed by that Shareholder at any time with or without
cause. Any vacancy on the Board shall be filled within thirty (30) days after it
occurs, by the Shareholder(s) who originally designated the Director whose seat
on the Board is vacant.

                                       -7-
<PAGE>   8
                  Section 3.04. Selection of Officers and Authority of Officers.
Notwithstanding any provision of the Ohio Revised Code to the contrary, the
officers of the Coating Company and their duties, responsibilities and authority
shall be as follows:

                  A.       The Chairman of the Board shall be elected by Dong
                           Yang  America  and shall chair the  meetings  of the
                           Board.

                  B.       The President and Chief Executive Officer shall be
                           elected by Wheeling-Pittsburgh and shall have the
                           authority to conduct the day-to-day operations of the
                           business as is consistent with the normal authority
                           of a President of a corporation.

                  C.       An Executive Vice  President elected  by Dong Yang
                           America to whom the Vice President of Administration
                           and Treasurer and Secretary will report. D. A Vice
                           President of Administration  and Treasurer  shall be
                           elected by Wheeling-Pittsburgh and shall have such
                           authority and responsibility for the administrative,
                           human resources, accounting and financial affairs of
                           the Coating Company as the President shall prescribe
                           through the Executive Vice President. E. A Secretary
                           and  Assistant Secretary shall be   elected  by
                           Wheeling-Pittsburgh  and   Dong  Yang  America
                           respectively and shall be responsible for

                                       -8-
<PAGE>   9
                           maintaining the business and corporate records of the
                           Coating Company and shall report to the Executive
                           Vice President.

                  Section 3.05. Director Authority and Major Corporate
Decisions.

                  A.       Limitation on Officers. No officer shall have the
                           authority  to  exercise  any   Director's Authority
                           (hereinafter defined) including  but not limited to
                           any activity outside the ordinary course of the
                           business of the Coating  Company  which has not been
                           previously approved by the Directors of the Coating
                           Company.

                  B.       Action by a Majority of the Directors. Except as
                           provided in Section 3.05(C) hereof, the Board by the
                           affirmative vote of five (5) members may authorize
                           the taking of any Director Authority or any action of
                           the Coating Company not specifically prohibited by
                           subparagraph (C) of Section  3.05 hereof. Director
                           Authority shall mean all  authority  of the Board as
                           provided in the Ohio Revised Code except for the
                           actions described in subparagraph (C) of Section 3.05
                           hereof.

                  C.       Major Corporate Decisions. (a) All major corporate
                           decisions (as hereinafter defined) shall require the
                           affirmative vote of Common Shareholders owning
                           sixty-six and two-thirds percent (66 2/3%) of the
                           voting power of the Common Shares.

                                   (b)  For the purposes of this Agreement,
                           "Major Corporate Decisions" shall be the following:


                                       -9-
<PAGE>   10
                      i.            A decision to engage in any business other
                                    than  the manufacture for sale or Toll
                                    Processing  of  tin   mill  products for
                                    customers, including, but not limited to,
                                    the decision to add additional coating lines
                                    or engage in a different line of product or
                                    business;

                      ii.           Selling, leasing, assigning, exchanging,
                                    disposing  or  transferring  all  or
                                    substantially  all of the  assets,  with  or
                                    without goodwill, of the Coating Company;

                     iii.           Acquiring all or substantially all of the
                                    assets or stock of another corporation  or
                                    business entity, merging or consolidating
                                    with another corporation or business entity,
                                    or entering into any other  business
                                    combination  with another corporation or
                                    business entity;

                      iv.           Dissolving or liquidating the Coating
                                    Company;

                       v.           Selling or issuance by the Coating Company
                                    of any of its Shares or other securities,
                                    including treasury Shares, or creating or
                                    issuing new classes of Shares or other
                                    securities;

                      vi.           Amending the Coating  Company's  Articles or
                                    Regulations, provided, however, that no
                                    amendment to Article 4 purporting to change
                                    the rights of Preferred Shareholders shall
                                    be

                                      -10-
<PAGE>   11
                                    made without the consent of the preferred
                                    shareholders;

                     vii.           Assigning,  transferring,   settling,
                                    compromising, cancelling  or releasing  any
                                    claim of, or debt owed to, the Coating
                                    Company in excess of Two Hundred Fifty
                                    Thousand Dollars ($250,000) (in   the
                                    aggregate in any one calendar year) or any
                                    customer debt in excess of five percent (5%)
                                    of the Coating Company's gross revenues for
                                    any one calendar year without receiving full
                                    payment by the Coating Company;

                    viii.           Making,executing or delivering any general
                                    assignment for the benefit of creditors or
                                    any  bond,guaranty, indemnity bond, or
                                    surety bond, or filing any petition for
                                    bankruptcy or similar  proceeding  under any
                                    state law or deciding not to contest any
                                    involuntary petition in bankruptcy;

                      ix.           Confessing a judgment;

                       x.           Providing for or changing the compensation,
                                    including bonuses, of any officer or
                                    Director of the Coating Company;

                      xi.           Authorizing any stock split, including any
                                    reverse stock split;

                                      -11-
<PAGE>   12
                     xii.           Authorizing, approving or entering into any
                                    agreement or agreements with or for the
                                    benefit of any Shareholder, Director  or
                                    officer of the Coating Company, or any
                                    person who is related to or affiliated,
                                    directly  or indirectly, with  any
                                    Shareholder, Director or officer of the
                                    Coating Company;

                    xiii.           Creating, continuing or contributing to any
                                    pension or profit sharing plan;

                     xiv.           Incurring or modifying the terms of any
                                    bank, governmental or other debt;

                      xv.           Agreeing to cease doing business or dissolve
                                    the Coating Company;

                     xvi.           Purchasing any Shares of the Coating Company
                                    from any Shareholder;

                    xvii.           Entering into any agreement that provides
                                    for any of the matters described   in
                                    Paragraphs (i) through (xvi) above.

                  Section 3.06. Effect of Bankruptcy.

                  Notwithstanding anything to the contrary stated hereinabove,
in the event that a party files a petition of bankruptcy, Chapter 7 or 11, or
insolvency or similar process and consequently thereafter rejects its
obligations hereunder and fails to perform, then the other party shall have the
power to appoint any and all directors and officers of the corporation.

                                      -12-
<PAGE>   13
                                  ARTICLE FOUR
                Agreements Concerning Construction, Development,
                  Operation and Funding of the Coating Company

                  Section 4.01. Funding and Contribution of Land Equipment, etc.

                  A. Wheeling-Pittsburgh Contributions. Depending upon the best
tax consequences, Wheeling-Pittsburgh shall either contribute or lease to the
Coating Company the land necessary to develop the Coating Company and the
processing equipment it currently owns. The land and equipment are described on
Exhibit 4.01 hereof and shall be contributed at their fair market value as
determined by an arms-length appraisal. The land and equipment described on
Exhibit 4.01 shall be part of Wheeling- Pittsburgh's capital contribution to the
Coating Company and Wheeling-Pittsburgh shall contribute the difference between
the fair market value of the land and equipment and Six Million Dollars
($6,000,000) in cash as its additional share of the capital of the Coating
Company. These contributions of assets and cash shall be Wheeling-Pittsburgh's
total equity contribution to the Coating Company and shall entitle
Wheeling-Pittsburgh to fifty percent (50%) of the 1200 Common Shares of the
Coating Company.

                  B. Dong Yang America's Contributions. Dong Yang America shall
contribute Six Million Dollars ($6,000,000) in cash to the Coating Company as
its share of the capital of the Coating Company and shall be entitled to fifty
percent (50%) of the 1200 Common Shares of the Coating Company.


                                      -13-
<PAGE>   14
                  C. Nittetsu's Contributions. Nittetsu shall contribute Three
Million  Dollars ($3,000,000) in cash to the Coating Company as its share of
capital and shall be entitled to 100% of the 300 non-voting cumulative Preferred
Shares of the Coating Company.

                  Section 4.02. Guaranty and Other Securitization of Loans and
Financing. The parties acknowledge and agree that the development of the
tinplating line by the Coating Company shall cost approximately Sixty-Eight
Million Dollars ($68,000,000). In addition to the capital contributions
described in Section 4.01 hereof, the parties acknowledge and agree that they
will attempt to obtain a Ten Million Dollar ($10,000,000) loan from the State of
Ohio (secured by a lien on the land and building of the Coating Company), a
Sixteen Million Five Hundred Thousand Dollar ($16,500,000) loan provided by or
through Dong Yang America, and an additional Sixteen Million Five Hundred
Thousand Dollar ($16,500,000) loan provided by or through Wheeling-Pittsburgh.
Both Dong Yang America and Wheeling-Pittsburgh shall be responsible for securing
or guaranteeing their respective loans described in the preceding sentence if
required. Additional financing in approximately the amount of Ten Million
Dollars ($10,000,000) secured, if necessary, by liens on the Coating Company's
equipment will be sought from other sources.

                  In addition to the capital contributions described above,
Wheeling-Pittsburgh and Dong Yang America agree to contribute any additional
funds (to cover cost overruns) and working capital (by capital contribution or
loan) that the Coating Company is unable to

                                      -14-
<PAGE>   15
secure independently from third parties. Such additional contributions or loans
shall be made in proportion to their ownership of Common Shares.

                  Section 4.03. Design of Line, Provision of Expertise, Purchase
of Equipment, Etc.. Dong Yang America and Wheeling- Pittsburgh agree (i) to be
responsible for designing the tin mill line (the "Line") to be constructed by
the Coating Company and (ii) to provide whatever additional expertise is
required to design the Line, purchase the equipment and materials to develop the
Line, and install and operate the Line.

                  The Line shall be designed to produce tin mill products within
the ranges specified in Exhibit 4.03.

                  Section 4.04. Construction of the Facility. Dong Yang America
and Wheeling-Pittsburgh agree to designate a project manager for the development
of the building, the Line and the improvements necessary to develop the Line
(the "Facility) and he will have responsibility and authority to develop the
Facility. Both Dong Yang America and Wheeling-Pittsburgh agree to provide,
during the construction phase, management and technical assistance to the
Coating Company by contributing qualified personnel at no charge. Only the
actual Out-of-Pocket Expenses incurred by the personnel so contributed shall be
reimbursed by the Coating Company. All Out-of-Pocket Expenses will be subject to
audit by the Coating Company.


                                      -15-
<PAGE>   16
                                  ARTICLE FIVE

                       Restrictions on Transfer, Issuance
                             or Repurchase of Shares

                  Section 5.01. Shareholder Transfer Restrictions. In addition
to the requirements of Article NINE, no Shareholder shall, except as otherwise
expressly provided elsewhere in this Agreement, pledge, hypothecate, otherwise
encumber, give, sell, transfer or otherwise distribute (hereinafter collectively
"Transfer"), any Shares of the Coating Company unless such Transfer shall have
been previously approved by the holders of Shares entitling them to exercise not
less than sixty-six and two-thirds percent (66 2/3%) of the voting power of the
Common Shares of the Coating Company.

                  Section 5.02. Issuance Restriction on the Coating Company. The
Coating Company shall not issue, sell or otherwise distribute ("Issuance") any
of its Shares (whether authorized but unissued Shares or treasury Shares) to any
person, firm, corporation, partnership, trust or other entity unless (i) such
Issuance shall have been previously approved by the holders of not less than
sixty-six and two-thirds percent (66 2/3%) of the issued and outstanding Common
Shares of the Coating Company and (ii) such person shall simultaneously become
bound by the terms and conditions of this Agreement by executing an amendment to
this Agreement satisfactory to all of the Common Shareholders.

                  Section 5.03. Repurchase Restrictions. The Coating Company
shall not purchase, and no Shareholder shall sell to the Coating Company, any of
Coating  Company's own Shares, whether pursuant to the exercise by the Coating
Company of a purchase right

                                      -16-
<PAGE>   17
or otherwise, if immediately thereafter, its assets would be less than its
liabilities plus its stated (paid in) capital, if any, or if it is insolvent, or
if there is a reasonable ground to believe by such persons it would be rendered
insolvent. For the purposes of this Section 5.03, the term "Insolvent" means
that the Coating Company is unable to pay its obligations as they become due in
the usual course of its business.

                  Section 5.04. Reasonable Restriction. Each Shareholder and the
Coating Company agree and acknowledge that the restrictions on Transfer and
Issuance imposed by this Agreement are imposed to accomplish legitimate purposes
of the Coating Company, and that such restrictions are not more restrictive than
necessary to accomplish those purposes.

                  Section 5.05. Unauthorized Transfers are Null and Void. If any
Shareholder shall make a purported Transfer of all or any part of the Shares of
the Coating Company held by it in a transaction that contravenes this Agreement
(hereinafter called the "Breach Shares"), such purported Transfer ("Breach")
shall be void and of no effect whatsoever.

                                   ARTICLE SIX

                Share Purchase Option After a Change in Control,
           Buyout Offer After an Impasse, and Preferred Share Buyback

                  Section 6.01. Notice of Change in Control. Promptly after a
Change in Control has occurred  with  respect  to  Wheeling-Pittsburgh,
Wheeling-Pittsburgh  shall notify  Dong  Yang  America  in writing of such
occurrence. Promptly  after  a  Change  in  Control  has

                                      -17-
<PAGE>   18
occurred with respect to Dong Yang America or its parent company, Dong Yang
America shall notify Wheeling-Pittsburgh in writing of such occurrence.

                  Section 6.02. Purchase Option After a Change in Control. For
forty-five (45) days after a party receives notice from the other party pursuant
to Section 6.01 hereof that a Change in Control of the other party has occurred,
the party receiving the notice shall have the right and option to purchase all,
but not less than all, of the Shares owned by the other party at a price equal
to the original Purchase Price of $10,000 per share plus (a) 10% interest
compounded from the date of original issuance of the Shares to be purchased, or
(b) Fair Market Value, whichever is greater. The holder of the option shall
exercise it by providing to the other party written notice, as provided in this
Agreement, of such exercise within such forty-five (45) day period.

                  Section 6.03. Buyout Offer After an Impasse. If an Impasse
shall be deemed to have occurred, then Dong Yang America and Wheeling-Pittsburgh
shall each have the right to negotiate a buyout of the other's Shares on terms
that are mutually acceptable to both. Both Dong Yang America and
Wheeling-Pittsburgh recognize that any buyout offer made pursuant to this
Section 6.03 must be based on a Purchase Price of $10,000 per share plus (a) 10%
interest compounded from the date of original issuance of the Common Shares to
be purchased, or (b) Fair Market Value, whichever is greater.


                                      -18-
<PAGE>   19
                  Section 6.04. Buyback of Preferred Shares. If (a) Nittetsu, in
its capacity as distributor, terminates its Distribution Agreement with Coating
Company pursuant to Section 4(a) thereof, or (b) the Coating Company elects not
to renew Nittetsu's Distribution Agreement after the expiration of the original
term or any renewal term, or (c) Nittetsu elects not to renew the Distribution
Agreement after the expiration of the original term or any renewal term, then,
in any event, Coating Company shall buy back Nittetsu's Preferred Shares. The
obligation to repurchase under parts (a) and (b) of this Section becomes
effective when the event of termination or expiration becomes effective. The
obligation to repurchase under part (c) of this Section becomes effective two
(2) years after the placement of the last purchase order. The buyback price
shall be equal to the initial purchase price plus accumulated dividends payable
in accordance with Article 4 of Coating Company's Articles of Incorporation.
Once effective, the buyback shall be carried out within 90 days of the
qualifying event.

                  Section 6.05. Payment Term. The payment terms for the purchase
of Shares  pursuant to Article Six shall be as provided in Article Eight of this
Agreement.

                  Section 6.06. Closing. The closing of the purchase of Shares
pursuant to Article Six shall be held in Martins Ferry, Ohio on or before sixty
(60) days after the date written notice of exercise of the option or impasse is
given.

                                      -19-
<PAGE>   20
                                  ARTICLE SEVEN

                                 Purchase Price

                  Section 7.01. Purchase Price. The initial purchase price to be
paid for each Common Share of the Coating Company pursuant to this Agreement
shall be Ten Thousand Dollars ($10,000.00) per Share. The initial purchase price
to be paid for each Preferred Share shall be Ten Thousand Dollars ($10,000) per
Preferred Share.

                  Section 7.02. Books and Records. The Coating Company shall
maintain its books and records of account in accordance with generally accepted
accounting principles, consistently applied, subject to the continuation of any
such accounting practices as are approved by all (100%) of the Common
Shareholders.

                                  ARTICLE EIGHT

                               Payment for Shares

                  Section 8.01. Payment Terms. The initial share purchases shall
be made in accordance with Schedule A attached hereto. Unless otherwise agreed
by the purchaser and the seller, payment for all Shares subsequently purchased
pursuant to this Agreement shall be made in full at the closing in either cash
or other immediately available funds.


                                      -20-
<PAGE>   21
                                  ARTICLE NINE

                   Securities Law Restrictions and Provisions

                  Section 9.01. Restrictive Legend. Except as provided in
Section 9.02 of this Agreement, each certificate representing (a) the Shares and
(b) any other securities issued in respect of the Shares upon any stock split,
stock dividend, merger, recapitalization, consolidation or similar event shall
bear a legend in substantially the following form:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR
                  UNDER THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD,
                  ASSIGNED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE
                  TRANSFERRED EXCEPT: (1) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT REGISTERING THE SHARES UNDER APPLICABLE SECURITIES
                  LAWS; OR (2) PURSUANT TO AN OPINION OF COUNSEL, WHICH HAS BEEN
                  OBTAINED BY THE HOLDER AND WHICH IS IN ALL RESPECTS
                  SATISFACTORY TO THE COATING COMPANY THAT SUCH REGISTRATION IS
                  NOT REQUIRED FROM SUCH HOLDER TO LAWFULLY EFFECT SUCH SALE,
                  ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR OTHER
                  TRANSFER.

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
                  TERMS, PROVISIONS AND RESTRICTIONS (INCLUDING RESTRICTIONS ON
                  TRANSFER) CONTAINED IN THE AMENDED AND RESTATED CLOSE
                  CORPORATION AND SHAREHOLDER'S AGREEMENT DATED AS OF MARCH 24,
                  1994 AS THE SAME MAY BE AMENDED FROM TIME TO TIME WHICH WAS
                  DULY ASSENTED TO BY ALL THE SHAREHOLDERS OF THE CORPORATION AS
                  PROVIDED IN SECTION 1701.591 OF THE OHIO REVISED CODE.

                  THE CORPORATION WILL MAIL TO THE HOLDER OF THE SHARES
                  REPRESENTED BY THIS CERTIFICATE A COPY OF THE CLOSE
                  CORPORATION AND SHAREHOLDER'S AGREEMENT AND OF THE EXPRESS
                  TERMS OF THE SHARES REPRESENTED BY THE CERTIFICATE AND OF THE
                  OTHER CLASS OR CLASSES AND OF SERIES SHARES, IF ANY, WHICH THE
                  COATING COMPANY IS AUTHORIZED TO ISSUE, WITHIN FIVE (5) DAYS
                  AFTER RECEIPT OF WRITTEN REQUEST THEREFOR.

                  THE  SALE OF THE  SECURITIES  WHICH  ARE THE  SUBJECT  OF THIS
                  AGREEMENT HAS NO BEEN QUALIFIED WITH THE

                                      -21-
<PAGE>   22
                  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND
                  THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF
                  ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
                  QUALIFICATION IS LAWFUL, UNLESS THE SALE OF SECURITIES IS
                  EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105
                  OF THE CALIFORNIA SECURITIES ACT. THE RIGHTS OF ALL PARTIES TO
                  THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH
                  QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

                  THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE
                  NOT BEEN REGISTERED UNDER THE DELAWARE SECURITIES ACT AND MAY
                  NOT BE SUBSEQUENTLY TRANSFERRED OR SOLD UNLESS SUCH TRANSFER
                  OR SALE IS PROPERLY REGISTERED OR EXEMPTED UNDER THE DELAWARE
                  SECURITIES ACT.

Each Shareholder consents to the Coating Company making a notation on its
records and giving instructions to any transfer agent of the Shares in order to
implement the restrictions on transfer established in this Agreement.

                  Section 9.02. Exception to Legend Requirement. A certificate
representing Shares shall not be required to bear the portion of the restrictive
legend relating to the securities law as set forth in Section 9.01 if, in the
opinion of counsel for the Coating Company, such legend is not required in order
to establish compliance with the Securities Act of 1933, as amended (the
"Securities Act") and applicable state securities law.

                  Section 9.03. Notice of Proposed Transfer. Unless there is in
effect a registration statement under the Securities Act or under the applicable
state securities law, prior to making any transfer of Shares bearing the legend
specified in 9.01, the Shareholder shall at its expense provide the Coating
Company: (i) an unqualified written opinion of legal counsel (which shall be,

                                      -22-
<PAGE>   23
reasonably satisfactory to the Coating Company) addressed to the Coating Company
and to the effect that such Transfer may be effected without registration under
the Securities Act and under applicable state securities laws; and (ii) such
other information as the Coating Company may reasonably request regarding the
proposed Transfer.

                                   ARTICLE TEN

                   Voting of Shares Subject to Purchase Rights

                  Section 10.01. Voting of Shares Subject to Purchase Rights.
Any Shareholder or its legal representative whose Shares are being purchased
pursuant to the exercise of one or more of the purchase rights provided for in
this Agreement shall promptly cause each Share certificate evidencing any such
Shares to be appropriately endorsed and delivered to the purchaser thereof.
During the period commencing on the exercise of one or more of such purchase
rights and ending upon the delivery of the Share certificate or certificates
and/or upon delivery of the documents required by the regulations for a lost or
destroyed certificate, each of such Shares evidenced by a certificate which
shall not have been so endorsed and delivered shall be voted by the purchaser
thereof as if he had received the certificates. In connection with such
determination any resulting fractional Share votes shall be counted and given
effect rather than rounded.


                                      -23-
<PAGE>   24
                                 ARTICLE ELEVEN

                                  Miscellaneous

                  Section 11.01. Financial Information. Upon the request of any
Shareholder, the Coating Company will deliver the following reports to such
Shareholder, provided, however, that no Shareholder shall be provided with any
confidential or proprietary commercial information such as customer lists or
marketing plans:

                  (a) As soon as practicable after the end of each fiscal year
but, in any event, within 90 days thereafter, consolidated balance sheets of the
Coating Company and its subsidiaries, if any, as of the end of such fiscal year,
and consolidated statements of income, consolidated statements of shareholders'
equity and consolidated statements of cash flow of the Coating Company and its
subsidiaries, if any, for such year, prepared in accordance with the accrual
method of accounting and setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail. These statements
shall be audited by independent, certified public accountants.

                  (b) As soon as practicable after the end of the first, second
and third quarterly accounting periods in each fiscal year of the Coating
Company but, in any event, within forty-five (45) days thereafter, consolidated
statements of income and consolidated statements of cash flows, of the Coating
Company and its subsidiaries, if any, for such period and for the current fiscal
year to date, prepared in accordance with the accrual method of accounting and
setting forth in each case in comparative form the

                                      -24-
<PAGE>   25
figures for the  corresponding  period during the previous  fiscal year,  all in
reasonable detail.

                  (c) Within thirty (30) days prior to the beginning of each
fiscal year, an annual plan approved by the Directors of the Coating Company as
provided in Section 3.02 hereof, setting forth full and complete forecasted
consolidated balance sheets, consolidated statements of income, and consolidated
statements of cash flow for such fiscal year and for each quarter within that
year and summarizing the marketing, production, research and development,
organization and staffing, and financial strategies which support the annual
plan's forecasted figures.

                  Section 11.02. Additional Information. Upon the request of any
Shareholder, the Coating Company will deliver or provide to such Shareholder:

                  (a) With reasonable promptness, such other information and
data with respect to the Coating Company and its subsidiaries, if any, as any
such Shareholder may from time to time reasonably request, provided, however,
that no Shareholder shall be provided with any confidential or proprietary
commercial information such as customer lists or marketing plans.

                  (b) The right, at its expense, no more often than one time per
calendar quarter, to visit and inspect any of the property of the Coating
Company, to examine and copy its books of account and records, and to discuss
its affairs, finances and accounts with the Coating Company officers, all at
such reasonable times with reasonable notice.

                                      -25-
<PAGE>   26
                  Section 11.03. Notices. Any notices, demands or other
communications (collectively, "Notices") required or permitted to be given by
any party to another under this Agreement shall be in writing, either delivered
by hand to the other party at that party's address set forth below, or sent by
postage prepaid certified mail, return receipt requested, or sent via facsimile
transmission, or by courier to the other party at that party's address set forth
below. A Notice delivered by hand shall be deemed to have been given when it is
received by the party to whom it is being given. A Notice sent by certified mail
or courier shall be deemed to have been given upon the signing of the notice of
receipt or refusal after such Notice has been mailed/sent to the Notice address
of the recipient. The facsimile copy shall be deemed received when acknowledged
by the receiver. The Notice addresses of the parties are as follows:

                  If to the Coating Company:

                        Ohio Coatings Company
                        P. O. Box 339
                        Martins Ferry, Ohio   43935

                  If to Dong Yang America:

                        Dong Yang Tinplate America Corp.
                        880 West First Street, Suite 525
                        Los Angeles, CA 90012

                  If to Wheeling-Pittsburgh:

                        Attn:  President
                        Wheeling-Pittsburgh Corporation
                        110 East 59th Street, 30th Floor
                        New York, New York 10022

                  with a copy to:

                        Attn: James T. Gibbons

                                      -26-
<PAGE>   27
                        Wheeling-Pittsburgh Steel Corporation
                        1134 Market Street
                        Wheeling, West Virginia    26003

                  If to Nittetsu:

                        Nittetsu Shoji America, Inc.
                        Citicorp Plaza, Suite 1860
                        725 S. Figueroa Street
                        Los Angeles, CA 90017

Any change in the Notice address of a party for the purpose of Notice under this
Section 11.03 may be effected only by Notice given to all of the other parties.

                  Section 11.04. Successors, Assigns, etc. The terms and
provisions hereof shall bind and inure to the benefit of the parties and their
respective heirs, successors and permitted assigns (including successive, as
well as immediate, successors and assigns).

                  Section 11.05. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of Ohio.

                  Section 11.06. Waiver. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision, nor in any way affect the
validity of this Agreement or any part hereof or the right of such party
thereafter to enforce each and every such provision. No waiver of any breach of
or non-compliance with this Agreement shall be held to be a waiver of any other
or subsequent breach or non-compliance.

                  Section 11.07. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed

                                      -27-
<PAGE>   28
to be an original,  but all of which together shall  constitute one and the same
agreement.

                  Section 11.08. Tolling of Time. The running of any period of
time during which, under this Agreement, any right may be exercised or any
obligation must be performed shall be tolled for as long as the order of any
court shall prohibit the exercise of any such right or the performance of any
such obligation.

                  Section 11.09. Amendment or Termination of this Agreement;
Action by Shareholders. Without the written consent of Shareholders owning at
least eighty percent (80%) of the Shares then outstanding, (i) this Agreement
may not be amended or terminated, provided, however, that no section of this
Agreement describing the rights and/or obligations of Preferred Shareholders
shall be amended or terminated without the consent of such Preferred
Shareholder. Neither the Coating Company nor any shareholder shall do or cause
to be done anything that would result in the invalidation of this Agreement,
including causing the Coating Company to become a public company.

                  Section 11.10. Entire Agreement. This Agreement along with the
Letter of Intent dated June 21, 1994, which refers to the Raw Materials Supply
Agreement, Equipment Supply Agreement, the loan agreements provided for in
Section 4.02 and Distribution Agreement(s) are the entire and exclusive
statement of the parties' agreement and they supersede all prior agreements,
understandings, negotiations and discussions among the parties, whether oral or
written, including, without limitation, prior letters of intent.

                                      -28-
<PAGE>   29
               Section 11.11. Provisions Severable. If any provision of this
Agreement or the application of any such provision to any person or any
circumstance shall be determined to be invalid or unenforceable, then such
determination shall not affect any other provisions of this Agreement or the
application of such provisions to any other person or circumstance, all of which
other provisions shall remain in full force and effect; and, if any provision of
this Agreement is capable of two constructions, one of which would render the
provision invalid, then such provision shall have the meaning which renders it
valid.

                  Section 11.12. Effect of Invalidation and Termination. If all
of the terms and conditions precedent set forth in the Letter of Intent dated
June 21, 1994 have not been satisfied or waived prior to the expiration date set
forth therein, or any extensions thereof, then this Shareholder's Agreement
shall terminate and the Coating Company shall unwind all prior transactions and
return all equity contributions to their respective contributors.

                  In the event of any invalidation of this Agreement pursuant to
the provisions of Section 1701.591 of the Ohio Revised Code or the termination
of this Agreement pursuant to any provision set forth herein, the entire
Agreement shall be of no further effect and all aspects of the internal affairs
of the Coating Company and the regulations of the holders of the Common Shares
and Preferred Shares among themselves shall be governed by the Articles and
Regulations of the Corporation as then in effect.

                                      -29-
<PAGE>   30
                  Section 11.13. Pronouns. When used in this Agreement, each
pronoun and the term "Person" shall be deemed to mean one or more individuals,
firms, corporations (non-profit or for profit), trusts, partnerships,
unincorporated societies or associations, governmental bodies or any agency or
subdivision thereof, or any other entities, as the context or circumstances may
indicate.

                  Section 11.14. Captions. The captions contained in this
Agreement were included only for convenience or reference and do not define,
limit, explain or modify this Agreement or its interpretation, construction or
meaning and are in no way to be construed as a part of this Agreement.

                  Section  11.15.  Exhibits   Incorporated  by  Reference.   All
exhibits  attached  hereto are  incorporated  by reference as if fully rewritten
herein.

                  Section 11.16. Mandatory Arbitration. Any dispute that may
arise regarding the rights or duties of the parties established pursuant to the
provisions of this Agreement, except pursuant to the provisions of Section
3.05(C)(b)(1), or regarding the enforcement of such provisions, shall be subject
to the provisions of this Section 11.16. In the event that any such dispute
shall arise, the parties shall in good faith attempt to amicably resolve said
dispute. In the event that a resolution cannot be reached within fifteen (15)
days, any party to the dispute may submit such dispute to arbitration in
Pittsburgh, Pennsylvania or in another mutually acceptable location in
accordance with the rules of the American Arbitration Association then
prevailing; provided,

                                      -30-
<PAGE>   31
however, such dispute shall be arbitrated and a decision rendered within a sixty
(60) day period. The arbitrator may issue any order or provide any remedy
existing in law or equity and his or her decision shall be final and binding.
Each party to the arbitration shall be responsible for its pro rata share of the
arbitration costs, including the fee of the arbitrator.

                  Section 11.17. Approval of Agreement. The effectiveness of
this agreement is subject to the approval of the respective Boards of Directors
of each of Dong Yang, Wheeling-Pittsburgh, Nittetsu Shoji and the Coating
Company on or before September 21, 1994.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by its duly authorized officer to be effective as of
the date first above written.


WITNESSETH:                           DONG YANG TINPLATE AMERICA CORP.


______________________                By:________________________________

                                      Its:

                                      Date:  February 21, 1995


                                      WHEELING-PITTSBURGH CORPORATION



______________________                By:________________________________
                                                James L. Wareham
                                      Its:      President

                                      Date:  February 21, 1995



                                      -31-
<PAGE>   32
                                      NITTETSU SHOJI AMERICA, INC.



______________________                By:________________________________

                                      Its:

                                      Date: February 21, 1995


                                      OHIO COATINGS COMPANY



______________________                By:________________________________

                                      Its:       President & CEO

                                      Date:      February 21, 1995

STATE OF WEST VIRGINIA,
COUNTY OF OHIO:


                  I, Diane Y. Duncan, Notary of said County and State, do
certify that _________________________, who signed the writing hereto annexed
bearing date the _______ day of ________________, 1995, for DONG YANG TINPLATE
AMERICA CORP., has this day acknowledged the said writing to be the act and deed
of said corporation.

                  Given under my hand and official seal this _______ day of
________________, 1995.


                                             __________________________________
                                                          Notary Public
My Commission Expires:
October 28, 1997


STATE OF WEST VIRGINIA,
COUNTY OF OHIO:


                  I, Diane Y. Duncan, Notary of said County and State, do
certify that James L. Wareham, who signed the writing hereto
annexed bearing date the _______ day of ________________, 1995, for

                                      -32-
<PAGE>   33
WHEELING-PITTSBURGH CORPORATION has this day acknowledged the said writing to be
the act and deed of said corporation.

                  Given under my hand and official seal this _______ day of
________________, 1995.


                                           ____________________________________
                                                     Notary Public

My Commission Expires:
October 28, 1997


STATE OF WEST VIRGINIA,
COUNTY OF OHIO:


                  I, Diane Y. Duncan, Notary of said County and State, do
certify that , who signed the writing hereto annexed bearing date the _______
day of ________________, 1995, for NITTETSU SHOJI AMERICA, INC., has this day
acknowledged the said writing to be the act and deed of said corporation.

                  Given under my hand and official seal this _______ day of
________________, 1995.


                                            ___________________________________
                                                     Notary Public
My Commission Expires:
October 28, 1997

STATE OF WEST VIRGINIA,
COUNTY OF OHIO:


                  I, Diane Y. Duncan, Notary of said County and State, do
certify that ____________________________, who signed the writing hereto annexed
bearing date the _______ day of ________________, 1995, for OHIO COATINGS
COMPANY, has this day acknowledged the said writing to be the act and deed of
said corporation.

                  Given under my hand and official seal this _______ day of
________________, 1995.


                                            ___________________________________
                                                     Notary Public
My Commission Expires:
October 28, 1997


                                      -33-
<PAGE>   34
                                      INDEX

                                                                            Page
                                                                            ----

ARTICLE ONE             Definitions.......................................... 2

         Section 1.01   Defined Terms........................................ 2
         Section 1.02   Articles............................................. 2
         Section 1.03   Change in Control.................................... 2
         Section 1.04   Code of Regulations.................................. 3
         Section 1.05   Impasse.............................................. 3
         Section 1.06   Fair Market Value.................................... 4
         Section 1.07   Shareholder.......................................... 4
         Section 1.08   Share................................................ 4
         Section 1.09   Common Share......................................... 4
         Section 1.10   Preferred Share...................................... 4
         Section 1.11   Substrate............................................ 4
         Section 1.12   Toll Processing...................................... 4
         Section 1.13   Raw Materials Supply Agreement....................... 5
         Section 1.14   Start-Up Date........................................ 5
         Section 1.15   Wheeling-Pittsburgh.................................. 5
         Section 1.16   Out-of-Pocket Expenses............................... 5

ARTICLE TWO             Close Corporation Agreement.......................... 5

         Section 2.01   Close Corporation Agreement.......................... 5

ARTICLE THREE           Corporate Governance................................. 6

         Section 3.01   Shareholders' Authority.............................. 6
         Section 3.02   Directors' Authority................................. 6
         Section 3.03   Election and Number of
                        Directors............................................ 7
         Section 3.04   Selection of Officers and
                        Authority of Officers................................ 8
         Section 3.05   Director Authority and Major
                        Corporate Decisions.................................. 9
         Section 3.06   Effect of Bankruptcy.................................12

ARTICLE FOUR            Agreements Concerning Construction,
                        Development, Operation and Funding
                        of the Coating Company...............................13

         Section 4.01   Funding and Contribution of
                         Land Equipment, etc.................................13
         Section 4.02   Guaranty and Other Securi-
                         tization of Loans and
                         Financing...........................................14
         Section 4.03   Design of Line, Provision of
                         Expertise, Purchase of
                         Equipment, Etc......................................15
         Section 4.04   Construction of the Facility.........................15

                                      -34-
<PAGE>   35
                                                                            Page
                                                                            ----

ARTICLE FIVE            Restrictions on Transfer, Issuance
                        or Repurchase of Shares..............................16

         Section 5.01   Shareholder Transfer
                         Restrictions........................................16
         Section 5.02   Issuance Restriction on the
                         Coating Company.....................................17
         Section 5.03   Repurchase Restrictions..............................17
         Section 5.04   Reasonable Restriction...............................18
         Section 5.05   Unauthorized Transfers are Null
                         and Void............................................18

ARTICLE SIX             Share Purchase Option After a Change
                        in Control and Buyout Offer After an
                        Impasse..............................................18

         Section 6.01   Notice of Change in Control..........................18
         Section 6.02   Purchase Option After a
                         Change in Control...................................18
         Section 6.03   Buyout Offer After an
                         Impasse.............................................19
         Section 6.04   Buyback of Preferred Shares..........................19
         Section 6.05   Payment Term.........................................20
         Section 6.06   Closing..............................................20

ARTICLE SEVEN           Purchase Price.......................................20

         Section 7.01   Purchase Price.......................................20
         Section 7.02   Books and Records....................................20

ARTICLE EIGHT           Payment for Shares...................................21

         Section 8.01   Payment Terms........................................21

ARTICLE NINE            Securities Law Restrictions and
                         Provisions..........................................21

         Section 9.01   Restrictive Legend...................................21
         Section 9.02   Exception to Legend Requirement......................23
         Section 9.03   Notice of Proposed Transfer..........................23

ARTICLE TEN             Voting of Shares Subject to Purchase
                        Rights...............................................23

         Section 10.01  Voting of Shares Subject to
                         Purchase Rights.....................................23

ARTICLE ELEVEN          Miscellaneous........................................24

         Section 11.01  Financial Information................................24
         Section 11.02  Additional Information...............................25
         Section 11.03  Notices..............................................26


                                      -35-
<PAGE>   36
         Section 11.04  Successors, Assigns, etc.............................28
         Section 11.05  Governing Law........................................28
         Section 11.06  Waiver...............................................28
         Section 11.07  Counterparts.........................................28
         Section 11.08  Tolling of Time......................................28
         Section 11.09  Amendment or Termination of
                            this Agreement; Action by
                        Shareholders.........................................29
         Section 11.10  Entire Agreement.....................................29
         Section 11.11  Provisions Severable.................................29
         Section 11.12  Effect of Invalidation and
                         Termination.........................................30
         Section 11.13  Pronouns.............................................30
         Section 11.14  Captions.............................................30
         Section 11.15  Exhibits Incorporated by
                         Reference...........................................31
         Section 11.16  Mandatory Arbitration................................31
         Section 11.17  Approval of Agreement................................31




EXHIBITS

         4.01           Description of Non-Cash Contributions
         4.03           Description of Product Ranges

SCHEDULES

         A.             Initial Equity Contributions


                                      -36-
<PAGE>   37
                                CLOSE CORPORATION

                           AND SHAREHOLDERS' AGREEMENT


                                     between

                        Dong Yang Tinplate America Corp.

                                       and

                          Nittetsu Shoji America, Inc.

                                       and

                         Wheeling-Pittsburgh Corporation

                                       and

                              Ohio Coatings Company
<PAGE>   38
                      DESCRIPTION OF NON-CASH CONTRIBUTIONS


                                  Exhibit 4.01

                                     to the

                                CLOSE CORPORATION

                           AND SHAREHOLDERS' AGREEMENT

                                     between

                        Dong Yang Tinplate America Corp.

                                       and

                          Nittetsu Shoji America, Inc.

                                       and

                         Wheeling-Pittsburgh Corporation

                                       and

                              Ohio Coatings Company
<PAGE>   39
                          DESCRIPTION OF PRODUCT RANGES


                                  Exhibit 4.03

                                     to the

                                CLOSE CORPORATION

                           AND SHAREHOLDERS' AGREEMENT

                                     between

                        Dong Yang Tinplate America Corp.

                                       and

                          Nittetsu Shoji America, Inc.

                                       and

                         Wheeling-Pittsburgh Corporation

                                       and

                              Ohio Coatings Company
<PAGE>   40
                          EQUITY CONTRIBUTION SCHEDULE


                                   Schedule A

                                     to the

                                CLOSE CORPORATION

                           AND SHAREHOLDERS' AGREEMENT

                                     between

                        Dong Yang Tinplate America Corp.

                                       and

                          Nittetsu Shoji America, Inc.

                                       and

                         Wheeling-Pittsburgh Corporation

                                       and

                              Ohio Coatings Company