FORM OF] Wheeling-Pittsburgh Corporation Election Form/Letter of Transmittal Pursuant to the transactions described in the Agreement and Plan of Merger and Combination, dated March 16, 2007, by and between Clayton Acquisition Corporation (“New...Agreement and Plan of Merger and Combination • October 26th, 2007 • Clayton Acquisition CORP • Steel works, blast furnaces & rolling mills (coke ovens)
To be effective, this Election Form (this “Election Form”), together with the certificate(s) representing all of your shares of Wheeling-Pittsburgh common stock (or a properly completed Notice of Guaranteed Delivery), must be received by Computershare Shareholder Services, Inc. (the “Exchange Agent”) on or prior to the election deadline.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND COMBINATIONAgreement and Plan of Merger and Combination • October 26th, 2007 • Wheeling Pittsburgh Corp /De/ • Steel works, blast furnaces & rolling mills (coke ovens)
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND COMBINATION (this “Amendment”), is made as of October 22, 2007 to that certain Agreement and Plan of Merger and Combination dated as of March 16, 2007 (the “Agreement”) by and among Clayton Acquisition Corporation (“NewCo”), Wheeling-Pittsburgh Corporation (“WPC”), Wales Merger Corporation (“WPC Merger Sub”), Esmark Incorporated (“Esmark”), and Clayton Merger, Inc. (“Esmark Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
