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EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT effective as of the 23rd day of April, 1998, by
and among WHEELING-PITTSBURGH STEEL CORPORATION ("WPSC"), a Delaware corporation
with a principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx
Xxxxxxxx, 00000, WHX CORPORATION ("WHX"), a Delaware corporation with a
principal place of business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000
and WHEELING-PITTSBURGH CORPORATION ("WPC"), a Delaware corporation with a
principal place of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxx Xxxxxxxx,
00000 (WPSC, WHX and WPC are collectively referred to as the "Company") and
XXXXX X. XXXXXXX (the "Executive").
WHEREAS, the Company desires to employ the Executive as the President
and Chief Executive Officer of WPSC and the Executive Vice President of WHX and
the Executive desires to be employed by the Company upon the terms and
conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. EMPLOYMENT.
(a) The Company hereby employs the Executive, and the
Executive hereby accepts such employment, as President and Chief Executive
Officer of WPSC and as Executive Vice President of WHX upon the terms and
subject to the conditions contained herein.
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Immediately following the execution of this Agreement and at all other
appropriate times thereafter, WHX, WPC and WPSC shall take all action to elect
the Executive as President and Chief Executive Officer of WPSC and Executive
Vice President of WHX.
(b) Executive agrees that subsequent to the consummation of an
underwritten initial public offering under the Securities Act of 1933, as
amended (an "Initial Public Offering") of WPC or a "spin-off" or sale of any
portion of the shares of Common Stock, or a sale of all or substantially all of
the assets, of WPC, Executive will resign as an officer of WHX or in the case of
an Initial Public Offering by WPSC or a "spin-off" or sale of any portion of the
shares of Common Stock, or a sale of all or substantially all of the assets, of
WPSC, as an officer of WPC also.
(c) WPSC, WPC and WHX represent and warrant to Executive that this
Agreement has been duly and validly authorized and executed by and on behalf of
each of them in accordance with their respective Certificate of Incorporation
and By-Laws and that this Agreement constitutes the lawful and valid obligation
of WPSC, WPC and WHX enforceable against each of WPSC, WPC and WHX in accordance
with its terms.
2. DUTIES.
(a) The Executive shall perform all duties of the positions
referenced in paragraph 1 of this Agreement consistent with the powers and
duties of such offices set forth in WPSC's, WPC's or WHX's, as appropriate,
By-Laws, as well as any other
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duties, commensurate with the Executive's positions that are assigned by the
Board of Directors of WPSC, WPC or WHX.
(b) Throughout his employment hereunder, Executive shall
devote his full time, attention, knowledge and skills during reasonable business
hours in furtherance of the business of the Company and will faithfully,
diligently and to the best of his ability perform the duties described above and
further the best interests of the Company. During his employment, the Executive
shall not engage, and shall not solicit any employees of the Company or their
respective subsidiaries to engage, in any commercial activities which are in any
way in competition with the activities of the Company or their respective
subsidiaries, or which may in any way interfere with the performance of his
duties or responsibilities to the Company.
(c) The Executive shall at all times be subject to, observe
and carry out such rules, regulations, policies, directions and restrictions as
the Company, consistent with Executive's rights and duties under this Agreement,
may from time to time establish and those imposed by law.
3. EXECUTIVE COVENANTS. In order to induce the Company to enter
into this Employment Agreement, the Executive hereby agrees as follows:
(a) Except when disclosure is in the interest of the Company
or is compelled by law, or disclosure is consented to or directed by the
Chairman or the Board of Directors (the "Board) of WPC, WHX or WPSC, the
Executive shall keep confidential and
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shall not divulge to any other person or entity, during the term of the
Executive's employment or thereafter, any of the business secrets or other
confidential information regarding the Company or the Company's other
subsidiaries which have not otherwise become public knowledge.
(b) All papers, books and records of every kind and
description relating to the business and affairs of the Company, whether or not
prepared by the Executive, shall be the sole and exclusive property of the
Company, and the Executive shall surrender them to the Company at any time upon
request by the Chairman or the Board of WPC, WHX or WPSC.
(c) During the term of Executive's employment hereunder, and
for a period of one (1) year thereafter, the Executive shall not, without the
prior written consent of the Board of WHX (i) participate as a director,
stockholder or partner, or have any direct or indirect financial interest as
creditor, in any business which directly or indirectly competes, within the
United States of America, with the Company or the Company's other subsidiaries
which exist as of the date of the termination of this Agreement (the "Existing
Subsidiaries"); provided, however, that nothing in this Agreement shall restrict
the Executive from holding up to two (2%) percent of the outstanding capital
stock or other securities of any publicly traded entity; (ii) solicit any
customers of the Company or its Existing Subsidiaries on behalf of himself, or
any other person, firm or company; or (iii) directly or indirectly, act in the
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capacity of an executive officer, employee or in any other capacity for any
company or other entity which competes with WPSC in the carbon steel
manufacturing industry and which has at least 5% of its annual dollar sales
comprised of products which directly compete with the Company's or its Existing
Subsidiaries' products; provided, however, that nothing in this paragraph 3(c)
shall prevent the Executive from holding or maintaining any positions or
interests presently held by him and disclosed to the Board of WHX, or, held by
him subsequent hereto with the consent of the Board of WHX.
(d) The parties agree that the Executive's services are unique
and that any breach or threatened breach of the provisions of this Section 3
will cause irreparable injury to the Company and that money damages will not
provide an adequate remedy. Accordingly, the Company shall, in addition to other
remedies provided by law, be entitled to such equitable and injunctive relief as
may be necessary to enforce the provisions of this Section 3 against the
Executive or any other person or entity participating in such breach or
threatened breach. Nothing contained herein shall be construed as prohibiting
the Company from pursuing any other and additional remedies available to it, at
law or in equity, for such breach or threatened breach including any recovery of
damages from the Executive or termination of his employment as provided in
Paragraph 9(b).
4. BASE SALARY AND BONUSES. As full compensation for Executive's
services hereunder and in exchange for his promises
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contained herein, the Company shall compensate the Executive in the following
manner (subject to Paragraph 4(c)):
(a) BASE SALARY. The Company shall compensate Executive at the
base salary rate of Four Hundred Thousand United States Dollars ($400,000 U.S.)
per annum, payable in equal installments on the same basis as other senior
salaried officers of the Company. Such annual salary may be increased in the
future by such amounts and at such times as the Board of WHX or the Compensation
Committee thereof shall deem appropriate in its sole discretion.
(b) ANNUAL BONUSES. Beginning with the calendar year 1998 and
in each year or portion thereof thereafter during the term of this Agreement,
the Board of WHX or the Compensation Committee of WHX shall consider the
Executive for a cash performance bonus in accordance with the following terms:
The actual amount and timing of such bonus, if any, shall be determined in good
faith based on criteria reasonably deemed to be relevant to such determination
including, without limitation, the performance of the Executive, bonuses paid to
other senior executives of the Company, the overall performance of the Company
as measured by guidelines used to determine the bonuses of other senior
executives of the Company and transactions effected for the benefit of the
Company that are outside of the ordinary course of business and directly or
indirectly accomplished through the efforts of the Executive (e.g., business
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combinations, corporate partnering and other similar transactions).
(c) WITHHOLDINGS. The amounts set forth in subparagraphs (a)
and (b) above shall be subject to appropriate payroll withholding and any
similar deductions required by law.
(d) OPTIONS. In connection with the execution of this
Agreement, the Executive has been granted stock options ("Options") to purchase
260,000 shares of the common stock, $.01 par value, of WHX pursuant to the WHX
1991 Incentive and Nonqualified Stock Option Plan (the "1991 Option Plan")
pursuant to the terms of WHX's standard option agreement, subject to approval by
the stockholders of WHX of an increase in the number of shares of common stock
with respect to which options may be granted under the 1991 Option Plan. To the
maximum extent allowable under the Internal Revenue Code of 1986, as amended, a
portion of such options shall be "incentive stock options."
(e) INITIAL PUBLIC OFFERING. Upon the consummation of an
underwritten initial public offering under the Securities Act of 1933, as
amended (an "Initial Public Offering," including for this purpose a "spin-off"
that creates publicly traded securities) by WPC or WPSC (or any successor or
assign of either entity) during the term of this Agreement, the Executive shall
be granted such options and/or awarded such bonus or other payment as shall be
determined by the Board of Directors of the Company in its sole discretion. It
is the intention of the Company and the Executive to seek to negotiate in good
faith the basis for
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determining such payment by August 31, 1998, however, if the basis is not
determined by August 31, 1998, the determination shall remain at the sole
discretion of the Board of Directors of the Company. Subject to payment of any
obligations required by this Section 4(e), from and after the consummation of
the Initial Public Offering or a "spin-off" of any portion of the shares of
Common Stock of WPC or WPSC, WHX, and in the case of a "spin-off" of any portion
of the Shares of Common Stock of WPSC, WPC and WHX shall be relieved of all
obligations under this Agreement, with no further action required by WHX and
WPC, as appropriate, to terminate its obligations hereunder.
5. LONG-TERM INCENTIVE PLAN. The Executive shall be entitled to
participate, to the extent he is eligible under the terms and conditions
thereof, in any stock option plan, stock award plan, omnibus stock plan, or
similar incentive plan currently in existence or hereafter established by the
Company, in the manner and to the same extent as the Company's other senior
executive officers, such participation to include 40,000 options under the 1991
WPC Incentive and Nonqualified Stock Option Plan ("1991 Plan"), which options
were granted upon the effectiveness of the Initial Employment Agreement, in
accordance with the provisions of the 1991 Plan. Awards to the Executive under
any such plan shall be made as provided in such plan and at such times and in
such amounts as shall be determined in the sole discretion reasonably exercised
of the Board of WHX subject to confirmation by the Board of WHX or the
Compensation Committee of
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WHX (or the Board or Compensation Committee of WPC from and after the
consummation of the Initial Public Offering or a "spin-off" of any portion of
the shares of Common Stock of WPC or WPSC). Except as provided above, the
Executive shall not be entitled to participate in any bonus incentive or similar
plan for salaried employees of the Company and Executive's right to receive a
bonus shall be exclusively determined by the provisions of Paragraph 4(b)
hereof.
6. BENEFIT PLANS. During the term of his employment, the Executive
shall be entitled to participate in the Company's management employee benefits
and retirement plans, as they are in existence on the date of this Agreement, or
as they may be amended or added hereafter, to the same extent as the Company's
other senior executive officers. The Company shall be under no obligation solely
as a result of this Agreement to institute or continue the existence of any
employee benefit plan.
7. OTHER BENEFITS. The Executive shall be provided the following
additional benefits:
(a) LEASED AUTOMOBILE. A leased Buick, Cadillac, Continental
or comparable automobile of United States manufacture for his business and
personal use. The Company shall keep such automobile adequately insured and will
pay or reimburse the Executive for the cost of maintenance, repair and gasoline
for such automobile.
(b) CLUB MEMBERSHIPS. Reimbursement of the Executive for the
cost of his and his immediate family's membership in one
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country club and his membership in one business club, and for his
business-related use thereof.
(c) LEGAL AND TAX ADVICE. In recognition of the Executive's
need to carefully consider the terms herein, the reimbursement of Executive for
reasonable legal and tax advice, sought by him relative to this Agreement, which
is incurred prior to his execution of this Agreement, up to a maximum of Fifteen
Thousand United States Dollars ($15,000 U.S.).
(d) BUSINESS EXPENSE. Reimbursement of the Executive, upon
proper accounting, for reasonable expenses and disbursements incurred by him in
the course of the performance of his duties hereunder.
(e) VACATION. The Executive shall be entitled to four (4)
weeks of vacation each year of this Agreement or such longer period as shall be
provided to senior executives of the Company, without reduction in salary.
(f) ANNUAL PHYSICAL. The Company shall pay the cost, or
reimburse Executive for any cost not covered by health insurance, of one
comprehensive physical examination during each year of this Agreement.
(g) RELOCATION BENEFIT. Executive shall be entitled to the
Company's standard relocation benefit for newly-hired senior executives.
8. PENSION. Provided Executive is in the continuous employ of the
Company from the date hereof through age 62, he shall be entitled upon
retirement to receive a retirement benefit
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at the rate of $6,200 per month payable to the Executive for life. In the event
of the Executive's death prior to the payment of 120 monthly payments, the
payments shall be made to such person as the Executive shall designate to the
Company in writing until 120 monthly payments have been made.
9. DURATION AND TERMINATION.
(a) DURATION. The term of this Agreement shall commence on the
date hereof and shall terminate on the third anniversary hereof and shall
automatically be extended for successive three-year terms unless earlier
terminated pursuant to the provisions hereof, provided that the Company or the
Executive shall each have the right to terminate this Agreement at the end of
the initial term or any succeeding term on not less than sixty (60) days prior
written notice to the other party (in which event all rights and benefits of
Executive hereunder other than the pension benefit under Section 8 and except as
provided in this Section 9 shall cease upon such termination's effective date).
Upon termination of this Agreement for any reason, the Executive shall be deemed
to have resigned from all offices and director positions with the Company and
its Existing Subsidiaries.
(b) TERMINATION AT ANY TIME BY COMPANY. This Agreement shall
be terminable by the Company at any time for any reason, including death or
Disability (as hereinafter defined) of the Executive, upon not less than 30
days' prior written notice to the Executive and all rights and benefits of the
Executive hereunder (other than those arising under Section 10 hereof)
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shall cease, except that the Executive will have the right to receive from the
Company (i) a payment of One Million and Two Hundred Thousand Dollars
($1,200,000) within thirty (30) days of delivery of the notice of termination or
within sixty (60) days of the date of death or Disability of the Executive (the
"Termination Payment"), (ii) all amounts accrued but unpaid hereunder up to and
including the date of termination including, without limitation, any pro rata
portion of the Executive's salary or bonus remaining unpaid as of the date of
termination, (iii) the pension benefit under Section 8 if vested at the date of
his termination and (iv) the continuation of all medical insurance provided to
the Executive as contemplated by Section 6 hereof for a period of one (1) year
following the termination date. Notwithstanding the foregoing, if the Company
terminates this Agreement "for cause", then no Termination Payment shall be made
to the Executive and all rights, benefits and obligations of the Executive under
this Agreement shall cease, except for the Executive's rights under Sections
9(b)(ii), 9(b)(iii) and 10 hereof and the pension benefit under Section 8 if
vested at the date of termination. "For cause" shall mean: (i) the Executive's
willful and material breach in respect of his duties under this Agreement if
such breach continues unremedied for thirty (30) days after written notice
thereof from the Board of WPC, WHX or WPSC to the Executive specifying the acts
constituting the breach and requesting that they be remedied; or (ii) the
Executive is convicted or pleads guilty to a felony,
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during the employment period other than for conduct undertaken in good faith in
furtherance of the interests of the Company. "Disability" shall mean that due to
illness, accident or other physical or mental incapacity, the Board of WPC, WHX
or WPSC has in good faith determined that the Executive is unable to
substantially perform his usual and customary duties under this Agreement for
more than four (4) consecutive months or six (6) months in any calendar year.
During any period that the Executive fails to perform his duties hereunder as a
result of incapacity due to Disability prior to the Executive's termination, the
Executive shall continue to receive his full base salary, together with all
benefits provided in this Agreement.
(c) RIGHTS OF TERMINATION BY EXECUTIVE. The Executive shall
have the right, by written notice to the Company, to elect to terminate this
Agreement within sixty (60) days following a Change of Control (as defined
below) or if the Executive (i) is demoted (other than his removal as an officer
or director of WHX), or (ii) no longer holds the office of President or Chief
Executive Officer of WPSC. In the event that Executive makes such election, the
Executive shall be entitled to receive from the Company the items set forth in
Paragraph 9(b)(i) through 9(b)(iv) within sixty (60) days of receipt by the
Company of a written notice of Executive's election.
(d) CHANGE IN CONTROL. For the purposes of this Agreement, a
"Change in Control" means (i) the, direct or
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indirect, sale, lease, exchange or other transfer of all or substantially all
(50% or more) of the assets of WPC, WHX or WPSC to any individual, corporation,
partnership, trust or other entity or organization (a "Person") or group of
Persons acting in concert as a partnership or other group (a "Group of Persons")
other than a Person (an "Affiliate") controlling, controlled by or under common
control with, any of WPC, WHX or WPSC, as the case may be, (ii) the merger,
consolidation or other business combination of WPC, WHX or WPSC with or into
another corporation with the effect that the shareholders of WPC, WHX or WPSC,
as the case may be, immediately prior to the business combination hold 50% or
less of the combined voting power of the then outstanding securities of the
surviving Person of such merger ordinarily (and apart from rights accruing under
special circumstances) having the right to vote in the election of directors,
(iii) the replacement of a majority of the Board of WPC, WHX or WPSC, over any
period of two years or less, from the directors who constituted the Board of
WPC, WHX or WPSC, as the case may be, at the beginning of such period, and such
replacement(s) shall not have been approved by the Board of WPC, WHX or WPSC, as
the case may be, as constituted at the beginning of such period, (iv) a Person
or Group of Persons shall, as a result of a tender or exchange offer, open
market purchases, privately negotiated purchases or otherwise, have become the
beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") of
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securities of WHX, or of WPC or WPSC following an Initial public Offering by
such company, representing 50% or more of the combined voting power of the then
outstanding securities of WHX, WPC or WPSC, as the case may be, ordinarily (and
apart from rights accruing under special circumstances) having the right to vote
in the election of directors. Notwithstanding the foregoing, an Initial Public
Offering or a "spin-off" of all or any portion of the shares of Common Stock of
WPC or WPSC shall not constitute a Change in Control under this Agreement.
10. INDEMNIFICATION. The Company shall defend and hold the Executive
harmless to the fullest extent permitted by applicable law and the Company's
By-Laws and Certificate of Incorporation in connection with any claim, action,
suit, investigation or proceeding arising out of or relating to performance by
the Executive of services for, or action of the Executive as, or arising by
reason of the fact that the Executive is or was, a Director, officer, employee
or agent of the Company or any parent, subsidiary or affiliate of the Company,
or of any other person or enterprise at the Company's request. Expenses incurred
by the Executive in defending a claim, action, suit, investigation or proceeding
shall be paid by the Company in advance of the final disposition thereof upon
the receipt by the Company of any undertaking by or on behalf of the Executive
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified hereunder. The foregoing rights are not exclusive and
do not limit any rights accruing to the
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Executive under any other agreement or contract or under applicable law.
11. SUCCESSORS AND ASSIGNS. The rights and obligations of the Company
hereunder shall run in favor and be obligations of the Company, its successors
and assigns. The rights of the Executive hereunder shall inure to the benefit of
the Executive's legal representatives, executors, heirs and beneficiaries.
Termination of Executive's employment shall not operate to relieve him of any
remaining obligations under Section 3 hereof. The Company shall require any
successor or assign (whether direct or indirect, by purchase, merger,
reorganization, consolidation, acquisition of property or stock, liquidation or
otherwise) to all or a significant portion of the assets of the Company, by
agreement in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place. Except as otherwise provided in Section 4(e) regardless, of whether
such agreement is executed by a successor, this Agreement shall continue to be
binding upon the Company and any successor and assign in accordance with the
operation of law and such successor and assign shall be deemed the "Company" for
purposes of this Agreement.
12. ARBITRATION OF ALL DISPUTES.
(a) Any controversy or claim arising out of or relating to
this Agreement or the breach thereof (including the
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arbitrability of any controversy or claim), shall be settled by arbitration in
the City of Pittsburgh, Commonwealth of Pennsylvania, by three arbitrators, one
of whom shall be appointed by the Company, one by the Executive and the third of
whom shall be appointed by the first two arbitrators. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the American Arbitration Association. The
arbitration shall be conducted in accordance with the rules of the American
Arbitration Association, except with respect to the selection of arbitrators
which shall be as provided in this Section 12. The cost of any arbitration
proceeding hereunder shall be borne equally by the Company and the Executive.
The award of the arbitrators shall be binding upon the parties. Judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
(b) In the event that it shall be necessary or desirable for
the Executive to retain legal counsel and/or incur other costs and expenses in
connection with the enforcement of any or all of his rights under this
Agreement, and provided that the Executive substantially prevails in the
enforcement of such rights, the Company shall pay (or the Executive shall be
entitled to recover from the Company, as the case may be) the Executive's
reasonable attorneys' fees and costs and expenses in connection with the
enforcement of his rights, including the enforcement of any arbitration award,
up to $50,000 in the aggregate.
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13. NOTICES. All notices, requests, demands and other
communications hereunder must be in writing and shall be deemed to have been
duly given upon receipt if delivered by hand, sent by telecopier or courier, and
three (3) days after such communication is mailed within the continental United
States by first class certified mail, return receipt requested, postage prepaid,
to the other party, in each case addressed as follows:
(a) if to WHX, WPC or WPSC, as the case may be:
WHX Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Secretary
Wheeling-Pittsburgh Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Corporate Secretary
Wheeling-Pittsburgh Steel Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxx Xxxxxxxx 00000
Attn: Corporate Secretary
With a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxxx, Esquire
Xxxxxx Xxxxxxxx Frome & Xxxxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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(b) if to the Executive:
Xxxxx X. Xxxxxxx
000 Xxxxxx Xxxxx
Xx. Xxxxxxxxxxx, Xxxx 00000
with a copy (which shall not constitute notice) to:
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxxx Xxxxxxx
0000 Xxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
14. SEVERABILITY. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate the remainder of
this Agreement.
15. PRIOR UNDERSTANDING. This Agreement embodies the entire
understanding of the parties hereto, and supersedes all other oral or written
agreements or understandings between them regarding the subject matter hereof.
No change, alteration or modification hereof may be made except in a writing,
signed by all parties hereto. The headings in this Agreement are for convenience
and reference only and shall not be construed as part of this Agreement or to
limit or otherwise affect the meaning hereof.
16. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties hereto in counterparts, each of which shall be deemed to be original,
but all such counterparts shall
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constitute one and the same instrument, and all signatures need not appear on
any one counterpart.
17. CHOICE OF LAWS. Subject to the provisions of Paragraph 12 and
without regard to the effect of principles of conflicts of laws thereof,
jurisdiction over disputes with regard to this Agreement shall be exclusively in
the courts of the Commonwealth of Pennsylvania, and this Agreement shall be
construed in accordance with and governed by the laws of the Commonwealth of
Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
WHEELING-PITTSBURGH STEEL CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
WHX CORPORATION
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: General Counsel
WHEELING-PITTSBURGH CORPORATION
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
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