EMPLOYMENT AGREEMENT

Exhibit 10.12 (1)

EXECUTION VERSION

EMPLOYMENT AGREEMENT

December 19, 2006

This Agreement (“Agreement”), effective as of December 19, 2006 (the “Effective Date”), by and between THOMAS A. MODROWSKI, currently residing at                     , and WHEELING-PITTSBURGH STEEL CORPORATION, a corporation organized under the laws of the State of Delaware (the “Company”) and a wholly-owned subsidiary of WHEELING-PITTSBURGH CORPORATION, a corporation also organized under the laws of the State of Delaware (the “Parent”).

In consideration of the covenants and conditions herein contained and other good and valuable consideration, receipt of which is hereby acknowledged by each party, the parties hereby agree as follows:

The Company shall employ the Executive commencing on the Effective Date, and the Executive hereby accepts such employment, all upon the terms and conditions set forth herein.

Executive shall serve as the President and Chief Operating Officer of the Company, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of Parent (the “Board”) may reasonably assign the Executive from time to time. The Executive shall use his best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all of his business time and effort, in and to his employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of his services hereunder, except that the Executive may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if approved by the Board, and make passive investments, which do not unreasonably interfere with the Executive’s day-to-day acquittal of his responsibilities to the Company.

     (a)  GENERAL . This Agreement shall have effect as of the Effective Date, and shall remain in effect until November 30, 2007 subject to earlier termination under Section 3(b) or Section 5 or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of December 1, 2007 and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one hundred twenty (120) days prior to any such Renewal Date either party shall have given notice to the other party that the term of this Agreement shall not be so extended.

     (b) EFFECT OF POSSIBLE MERGERS . The Parent has entered into a Merger Agreement dated October 24, 2006 with Companhia Siderurgica Nacional (CSN). In addition, a merger with Esmark Incorporated has been proposed. Notwithstanding the foregoing, if either

EXECUTION VERSION

of these proposed mergers is consummated, the Agreement will terminate 30 days after completion of the merger.

     (c)  SURVIVAL OF CERTAIN PROVISIONS . Notwithstanding anything else herein contained, the provisions of Sections 4 through 7 hereof shall survive the termination of this Agreement and of the Executive’s employment hereunder.

In return for his services hereunder, the Executive shall be entitled to (i) the Salary as specified below, (ii) bonuses, to the extent provided below, (iii) long-term incentive, and (iv) certain fringe benefits, to the extent provided below.

     (a)  SALARY . Starting with the Effective Date, the Company shall pay the Executive, in accordance with the Company’s customary payroll practices for executives, salary at an annual rate of $300,000, subject to annual review and upward adjustment at the determination of the Compensation Committee of the Board (as so adjusted, the Executive’s “Salary”).

     (b)  BONUS . For the period from the Effective Date until December 31, 2007, the Executive will not be eligible to receive a bonus. In subsequent years, at the discretion of the Compensation Committee, the Executive may participate in the Company’s existing short-term incentive plan for executives, as the same may be amended from time to time by the Board. The Board may also award other bonuses from time to time in its discretion.

     (c)  LONG-TERM INCENTIVES . Within 30 days of the Effective Date, the Company shall make an initial equity grant to the Executive as stated below. In all subsequent years, the Executive shall be awarded such equity incentive awards as the Board or the Compensation Committee shall determine from time to time in their discretion. The terms of the initial equity grant shall be as stated below with additional terms consistent with Company practices:

     Number of restricted shares in the Parent’s stock: 20,000

     Vesting schedule for restricted shares: Vest 1/3 on each of the first three anniversaries of the Effective Date.

     Executive may be eligible to participate in other long-term incentive plans and programs as the Board or the Compensation Committee may deem appropriate from time to time.

     (d)  FRINGE BENEFITS . The Executive will be eligible for and entitled to participate in other benefits maintained by the Company for its senior executive officers, as such benefits may be modified from time to time for all such employees, such as its medical, dental, 401(k), accident, disability, and life insurance benefits, on a basis not less favorable than that applicable to other executives of the Company. Any such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board or any administrative or other committee provided for in or contemplated by such plan, exercised in accordance with applicable law. The Executive will also be entitled to the following:

          (i) Subject to the Company’s standard policies, four (4) weeks of vacation per calendar year (or any longer period as shall be provided under the Company’s general vacation policies), without reduction in Salary, to be taken at such times and intervals as shall

EXECUTION VERSION

be determined by the Executive subject to the reasonable business needs of the Company and to Company policies as in effect from time.

          (ii) Appropriate office space, administrative support, e.g., secretarial assistance, and such other facilities and services as are suitable to the Executive’s position and adequate for the performance of the Executive’s duties.

          (iii) Payment or reimbursement of the cost, not covered by health insurance, of one comprehensive physical examination during each year during the term of this Agreement.

Executive acknowledges that he will have no right to cash compensation in lieu of any of the specific foregoing fringe benefits except with respect to vacation pay, and then only to the extent, if any, allowed by the Company’s vacation pay policies as in effect from time to time.

     (e)  EXPENSES . The Executive will be entitled to reimbursement of all reasonable expenses, in accordance with the Company’s policy as in effect from time to time and on a basis not less favorable than that applicable to other executives of the Company, including, without limitation, telephone, travel and entertainment expenses incurred by the Executive in connection with the business of the Company, subject to such reasonable substantiation and documentation as may be specified by the Company.

     (f)  INDEMNIFICATION . The Company shall, and the Company shall use its best efforts to cause the Parent and any subsidiaries or affiliates it may now or hereafter have to, indemnify the Executive to the maximum extent permitted by law and regulation in connection with any liability, expense or damage which the Executive incurs as a result of the Executive’s employment and positions with the Company and its current or future subsidiaries as contemplated by this Agreement, provided that the Executive shall not be indemnified with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the Company and its subsidiaries. The Company, on behalf of itself and its current and future subsidiaries, hereby confirms that the occupancy of all offices and positions which in the future are or were occupied or held by the Executive in connection with his employment under this Agreement have been so occupied or held at the request of and for the benefit of the Company and its subsidiaries for purposes of the Executive’s entitlement to indemnification under applicable provisions of the respective articles of organization and/or other similar documents of the Company and its subsidiaries.

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 an undertaking by 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 shall not limit any rights accruing to the Executive under any other agreement or contract or under applicable law.

     (g) PARACHUTE PAYMENT TAXES . Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit under this Agreement or any other agreement or arrangement of the Company received or to be received by the Executive in connection with a Change in Control or the termination of the Executive’s employment (all such payments and benefits, the “Total Payments”) is determined to be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax”), then the Executive shall be entitled

EXECUTION VERSION

to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount equal to the Excise Tax (and, for the avoidance of doubt, the amount of the Total Payments). All determinations required to be made under this Section 4(g), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s accountants or such other certified public accounting firm reasonably acceptable to the Company as may be designated by the Executive which shall provide detailed supporting calculations both to the Company and the Executive.

     (a)  TERMINATION . This Agreement and the Executive’s employment under this Agreement may be terminated only in the following circumstances. On any termination in accordance with this Section, the Executive (or in the event of his death, his estate) shall be entitled to his then Salary earned but unpaid through the end of the month in which termination (including death) occurred. The Company shall have only such further obligations to the Executive (or in the event of his death, his estate), if any, as are specified below under the applicable termination provision.

          (i) UPON DEATH . In the event of the Executive’s death during the term hereof, the Executive’s employment hereunder shall immediately and automatically terminate.

          (ii) AS A RESULT OF DISABILITY . In the event that the Executive becomes disabled during the term hereof within the meaning of the Company’s then applicable long-term disability plan, the Company may terminate the Executive’s employment without further obligation upon notice to the Executive. In the event of such disability, the Executive will continue to receive his base salary and benefits under Section 4 hereof until the earlier of his death or the date the Executive becomes eligible for disability income under the Company’s then applicable long-term disability plan or workers’ compensation insurance plan.

          (iii) BY THE COMPANY FOR CAUSE . The Company may terminate the Executive’s employment for Cause (as defined in subsection (b) below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause.

          (iv) BY THE COMPANY OTHER THAN FOR CAUSE . The Company may terminate Executive’s employment other than for Cause upon thirty (30) days notice to the Executive (or at its option immediately with thirty (30) days continued compensation, including then Salary and benefits, in lieu of such notice). In the event of such termination, Executive (or in the event of his death following termination, his estate) shall be entitled only to the additional amounts described in subparagraph (A) below and the continuation of health insurance benefits described in subparagraph (B) below:

          (A) Salary and Pro Rata Bonus Payment . If the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to a payment equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, plus (y) a pro rata bonus, in an amount determined under the terms of the applicable Company bonus plan, (but not less than 100% of the Executive’s annual Salary for the first year of this Agreement), payable at the same time as executive bonuses are

EXECUTION VERSION

paid generally under the applicable Company bonus plan, but in no event later than March 15 of the year following the year in which the termination occurs.

          (B) Health Care Continuation . If at his termination of employment by the Company without Cause the Executive is eligible to and timely elects continued health coverage under Sections 601-607 of ERISA (“COBRA Continuation”) then, for the period of such COBRA Continuation, the Company shall also pay that share of the premium cost of Executive’s COBRA Continuation (and that of his eligible dependents also electing COBRA Continuation) in the Company’s group health plan as it pays for active employees of the Company and their dependents generally.

          (C) Effect of Change of Control . In the event the Company terminates the Executive’s employment other than for Cause within one (1) year following a Change of Control (as defined in subparagraph (b) below), the Executive shall be entitled to receive an amount equal to the greater of (i) or (ii):

          (i) Two (2) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the Change of Control, payable in a single lump sum within thirty (30) days of termination, in lieu of the amount described in subparagraph (A) above, COBRA Continuation under subparagraph (B) above (but in this event, for a maximum of eighteen (18) months), two (2) times his target bonus (which shall be 100% of the Executive’s annual Salary if the Change of Control occurs during the first year of this Agreement), and all equity incentive awards will be fully vested (including the award pursuant to Section 4(c)); or

          (ii)The amount payable under the following schedule.

Change of Control Date		Amount Payable
Within one (1) year of Effective Date		$	3,000,000
After one (1) year but less than two (2) years of Effective Date		$	1,500,000
After two (2) years but less than three (3) years of Effective Date		$	750,000
After three (3) years of Effective Date		$	0

          For purposes of comparing the amounts payable under (i) and (ii), the value of the vesting of equity awards in (i) shall be the fair market value of any restricted stock that is vested and the difference between the current fair market value of the Parent’s stock and the exercise price of any option that is vested.

          Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company is terminated other than for Cause prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the date of such termination.

          (v) BY THE EXECUTIVE . Executive may terminate his employment and this Agreement for any or no reason whatsoever at any time. Except as provided in subparagraph (B), the Executive shall give at least sixty (60) days’ advance notice of any such termination.

          (A) Good Reason . In the event the Executive gives such notice for and within

EXECUTION VERSION

sixty (60) days of having Good Reason, on the effective date of his resignation he shall be entitled to receive an amount equal to one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of the date of termination, payable in a single lump sum within thirty (30) days of termination, COBRA Continuation under subparagraph (B) of paragraph (iv) above and a pro rata bonus under subparagraph (A) of paragraph (iv) above.

          (B) Effect of Change of Control . In the event that at any time within one (1) year following a Change of Control the Executive gives notice to terminate employment for Good Reason (with such notice given within sixty (60) days of having Good Reason), he shall receive the greater of the benefits provided under Section 5(a)(iv)(C)(i) or (ii) above. Anything in this Agreement to the contrary notwithstanding, if the circumstances constituting Good Reason occur prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such circumstances (i) occurred at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control then for all purposes of this Agreement the date of the Change in Control shall mean the date immediately prior to the occurrence of such circumstances.

          (C) Resignation without Good Reason . In the event the Executive resigns other than in the circumstances described in subparagraphs (A) and (B) above, he shall not be entitled to any additional Salary or COBRA Continuation or pro rata bonus. The Company may at its sole option waive the requirement of advance notice and decline to accept the Executive’s service for any period following its receipt of notice, but in that event, Executive shall be entitled to continued compensation in accordance with Section 4 for the entirety of the otherwise applicable notice period (and will be deemed to be an employee for such period) as well as Salary and COBRA Continuation and pro rata bonus in accordance with this paragraph if applicable.

          (vi) EXPIRATION . In the event that the Company or the Executive gives a Termination Notice under Section 3(a), then upon the expiration of the term of this Agreement, if the Executive is then employed, the Executive shall be entitled to receive an amount equal to (x) one (1) times his annual Salary at the highest annualized rate in effect during the one year immediately preceding the date of termina