0000950152-07-002397 Sample Contracts

AGREEMENT AND PLAN OF MERGER AND COMBINATION among CLAYTON ACQUISITION CORPORATION, WHEELING-PITTSBURGH CORPORATION, WALES MERGER CORPORATION, ESMARK INCORPORATED, and CLAYTON MERGER, INC. Dated as of March 16, 2007

Agreement and Plan of Merger • March 22nd, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  March 22nd, 2007
• Company
  Wheeling Pittsburgh Corp /De/
• Industry
  Steel works, blast furnaces & rolling mills (coke ovens)
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER AND COMBINATION (this “Agreement”), dated as of March 16, 2007, among Clayton Acquisition Corporation, a Delaware corporation formed by Esmark (“NewCo”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“WPC”), Wales Merger Corporation, a Delaware corporation (“WPC Merger Sub”) and wholly owned subsidiary of NewCo, Esmark Incorporated, a Delaware corporation (“Esmark”), and Clayton Merger, Inc., a Delaware corporation (“Esmark Merger Sub”) and wholly owned subsidiary of NewCo. Certain terms used in this Agreement are used as defined in Section 8.10.