Aug. 4, 2006 — Wheeling-Pittsburgh Corp. announced that it has negotiated the material points of an arrangement that, when completed, would combine the North American assets of Companhia Siderurgica Nacional (CSN) with Wheeling-Pittsburgh.

Under terms of the proposed arrangement, CSN will contribute its independent 900,000 tons-per-year steel processing facility in Terre Haute, Ind., (the former Heartland Steel) and make a cash investment of $225 million through financing that would be convertible into approximately 11.8 million shares of the new Wheeling-Pittsburgh within a three-year period, subject to approval from the USW.

The arrangement provides exclusive distribution rights for CSN flat rolled steel products in the United States and Canada, and a commitment to a long-term slab supply agreement. In exchange for this contribution, CSN will receive 49.5% ownership in a new holding company, Wheeling-Pittsburgh Corp., the remaining 50.5% of which will be owned by the current Wheeling-Pittsburgh shareholders. These percentages do not reflect conversion of the aforementioned financing.

Upon completion, the existing Wheeling-Pittsburgh Corp. as well as CSN's operating subsidiary in Terre Haute, Ind., will become wholly owned subsidiaries of the new Wheeling-Pittsburgh Corp. The new holding company intends to seek listing on NASDAQ.

Approximately $150 million of CSN's $225 million cash investment will be used for transformative capital improvements, including upgrading and expanding the capacity of Wheeling-Pittsburgh's hot strip mill to approximately 4.0 million tons and the addition of a second, 350,000-ton galvanizing line at the Terre Haute facility. The remainder of the proceeds will be used to strengthen the company's liquidity position.

James G. Bradley, Chairman and CEO of Wheeling-Pittsburgh stated, "Since emerging from bankruptcy in 2003, our Board of Directors has evaluated a broad range of options for maximizing value for our shareholders. The proposed transaction with CSN is the culmination of an extensive and rigorous process, which included exploratory discussions with a broad range of potential partners."

Wheeling-Pittsburgh says that the combination will create a company with an improved, flexible cost structure and broader value-added product offering with increased downstream capabilities. Specifically, the transaction adds 900,000 tons of annual high-quality cold-rolling capacity, including, after capital investments, 700,000 tons of hot-dip galvanized capacity. Finally, the long-term slab supply agreement will provide a long-term guaranteed source of supply on favorable payment terms and allow for a more variable cost structure.

The company says it expects that the key economic drivers of the new Wheeling-Pittsburgh will be the addition of CSN's Terre Haute, Ind., facility and operating efficiencies — including fixed cost absorption, natural gas savings, and purchasing savings — generated by the additional volumes resulting from upgrades to Wheeling-Pittsburgh's hot strip mill and the expansion of the Terre Haute facility. The company will also benefit from a significantly improved capital structure and liquidity position.

Bradley commented, "The proposed arrangement with CSN is consistent with the next step in our clearly articulated strategic plan — which includes increasing hot strip mill capacity, increasing downstream value-added product capabilities, addressing capital needs, making our cost structure more variable and aligning interests with a long-term slab supplier.

"The Terre Haute facility is world-class, having been constructed in 1998. Combining this modern processing facility, which is located in the heart of the Midwest region where more than two-thirds of U.S. produced steel is consumed, with our existing facilities will create a highly attractive, integrated network of North American mills and processing operations.

"In addition, the proposed slab supply agreement with CSN is not easily replicated. We'll gain a guaranteed long-term supply of high quality slabs with a supplier whose economic interests are aligned with ours and favorable payment terms that would include a six-week, on-site slab inventory supported by CSN.

“Furthermore,” Bradley concluded, “we'll have the resources to immediately fund several key strategic capital investments while having a much stronger liquidity position and the ability to more aggressively negotiate with suppliers and other third parties. And most importantly, we'll build on our recent improved operating and financial performance with significantly enhanced earnings potential.”

Upon completion, a new Wheeling-Pittsburgh Board of Directors will be created, which would include Mr. Bradley as Chairman, two USW directors, five independent directors, and three directors designated by CSN.

The proposed arrangement is subject to execution of definitive documentation, which is expected to occur within the next few weeks, subject to the aforementioned USW provision. As of August 3, the USW had not exercised its right to bid. The company expects to file preliminary proxy materials with the SEC in September.

The company has set November 17, 2006 as the date for its Annual Meeting of Stockholders to be held in Pittsburgh. The purpose of the meeting is to elect eleven persons to the Board
of Directors for a term expiring on the date of the company's 2007 Annual Meeting of Stockholders and to vote on the proposed transaction with Companhia Siderurgica Nacional (CSN). Only record holders of Wheeling-Pittsburgh Corp. common stock at the close of business on September 18, 2006 will be entitled to vote on the foregoing matters at the annual meeting.

Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corporation. Its headquarters is located in Wheeling, W.Va., with 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. The company 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 CSN LLC (formerly known as Heartland Steel) located at Terre Haute, Ind. CSN LLC has an annual production capacity of 1 million tons of cold-rolled, galvanized and hot rolled products.