Oct. 26, 2006 — Wheeling-Pittsburgh Corp. and Companhia Siderurgica Nacional announced that they have entered into a definitive agreement in which Wheeling-Pittsburgh will acquire the North American assets of CSN. The definitive agreement reflects the strategic arrangement announced on August 3, 2006.

Wheeling-Pittsburgh says the alliance will create a strong, well-capitalized steel producer with a more flexible cost structure, broader value-added product offering, access to CSN's product and process technology, and significant long-term earnings potential.

“This agreement marks a new beginning for steelmaking at Wheeling-Pittsburgh and in the Ohio and Monongahela valleys,” commented James G. Bradley, Wheeling-Pittsburgh’s Chairman and CEO. “We are confident that the agreement positions Wheeling-Pittsburgh to deliver sustainable earnings as well as solid future cash flows. CSN is a world-class, fully integrated steel producer with impressive margins and an enviable cash flow, and we look forward to partnering with them as we take Wheeling-Pittsburgh to the next level."

Under terms of the agreement, CSN will contribute its modern steel processing facility in Terre Haute, Ind., (formerly Heartland Steel) with current annual pickled and oiled, cold rolled and galvanized products of 1 million tons; provide Wheeling-Pittsburgh exclusive U.S. and Canadian distribution rights for CSN's flat-rolled steel products; and commit to a ten-year slab supply agreement, which will provide a long-term, guaranteed supply of high-quality slabs on favorable payment terms.

CSN will also contribute $225 million in cash through the combined company’s issuance of a convertible debt security that, with the consent of the United Steelworkers, can be converted into equity in three years. Of the $225 million, approximately $150 million will be used for transformative capital improvements — $75 million to build a new energy-efficient furnace that would increase Wheeling-Pittsburgh's hot strip mill capacity to 4 million tons, and the balance to add a second galvanizing line at Terre Haute. The remaining $75 million would be used to enhance the combined company's liquidity position.

“This transaction will combine CSN's modern North American assets, capital, slab supply and management expertise with Wheeling-Pittsburgh's production capabilities to benefit all of our North American stakeholders — shareholders, employees, customers and the communities of which we are a part,” Said Marcos Lutz, CSN’s Managing Director for Infrastructure and Energy. “Together, we will create an integrated, value-added production chain that will result in a more flexible cost structure, broader value-added product offerings and significant incremental earnings potential.”

The agreement marks the culmination of an extensive process by Wheeling-Pittsburgh involving a number of potential suitors, as well as the United Steelworkers. Wheeling-Pittsburgh notes that, in accordance with an agreement reached in September between the company and the USW, the USW had until October 15, 2006 to submit a bid or assign its right to a designee. The company says that no such bid or designation has been made by the USW.

Upon completion, the existing Wheeling-Pittsburgh Corp. as well as CSN's operating subsidiary in Terre Haute will become wholly owned subsidiaries of a new holding company, which intends to seek a North American stock exchange listing. A new Board of Directors would be created, which will include Mr. Bradley as Chairman, two USW directors, five independent directors, and three directors designated by CSN. Wheeling-Pittsburgh's current shareholders would receive 50.5% of the combined company, with the remaining 49.5% held by CSN, which may increase its ownership to 64% upon conversion of the $225 million debt.

Bradley concluded, “Our Board has demonstrated its open-mindedness in creating value for our shareholders and has repeatedly shown its commitment to evaluating all strategic options, including remaining independent. The Board has concluded that the combination with CSN represents a compelling opportunity at this time. We will continue to engage in a productive dialogue with our shareholders and welcome further input as we work constructively through the merger process."

Wheeling-Pittsburgh and CSN expect to file a preliminary proxy statement and prospectus regarding the CSN transaction with the SEC as soon as possible.

The company's Annual Meeting of Shareholders to elect its Board of Directors is scheduled for November 17, 2006. The company also expects to hold a Special Meeting of Stockholders in January 2007 to vote on the proposed transaction with CSN. In addition, effective October 25, 2006, the company has terminated its "poison pill" provision that was adopted in February 2005.

Wheeling-Pittsburgh Corp., together with the other participants, intends to file with the Securities and Exchange Commission (SEC) a proxy statement and accompanying proxy card to be used to solicit votes for the election of its slate of director nominees at the 2006 annual meeting of stockholders of Wheeling-Pittsburgh Corp. and subsequently at a special meeting of stockholders to seek approval of the company's proposed strategic alliance with CSN.

Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corp. Headquartered in Wheeling, W.Va., the company has major production facilities in the Upper Ohio and Monongahela valleys. Wheeling-Pittsburgh is a holding company that, together with its several subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. The company has slab-making production capacity of 2.8 million tons and hot rolling capacity of 3.4 million tons. Approximately 65% of its sales are comprised of high value-added products.

Companhia Siderurgica Nacional (CSN) is a leading global steel producer with operations in Latin America, North America, and Europe. CSN is a fully integrated steel producer, the largest coated steel producer in Brazil, with current capacity of 21.5 million tonnes of iron ore, 5.6 million tonnes of crude steel, 5.1 million tonnes of rolled products and 2.9 million tonnes of coated steel capacity.

CSN's process is based on the integrated steelworks concept that uses the company’s own sources of iron ore. Besides the iron ore mine, CSN controls logistics assets — ports and railways — that enable an extremely cost-efficient and reliable loading and unloading of slabs and ore for deep sea vessels. This integrated steelworks concept allows CSN to be one of the most cost competitive steel producers in the world.

CSN has had operations in the United States since 2001 through its wholly owned subsidiary Companhia Siderurgica Nacional, LLC (formerly known as Heartland Steel) located at Terre Haute, Ind. Companhia Siderurgica Nacional LLC has an annual production capacity of 1 million tons of pickled and oiled, cold rolled and galvanized products.