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CORPORATE RESTRUCTURING§7.201 December 1996 7-137D EXHIBIT A PLAN AND AGREEMENT OF MERGER THIS PLAN AND AGREEMENT OF MERGER, dated as of June 15, 1994, among WHEELING- PITTSBURGH CORPORATION, a Delaware corporation (“WPC”), WHX CORPORATION, a Delaware corporation (“Holdings”) and a wholly-owned subsidiary of WPC, and WP MERGER, CO., a Delaware corporation (“Newco”) and a wholly-owned subsidiary of Holdings. WITNESSETH: WHEREAS, the parties hereto desire that Newco merge with and into WPC upon the term s and subject to the conditions herein set forth and in accordance with the laws of the State of Delaware: NOW, THEREFORE, the parties agree as follows: 1. Merger 1.1. Merger of Newco into WPC. At the Effective Time (as defined below), Newco shall be merged with and into WPC (the “Merger”), in accordance with Section 251 of the General Corporation L aw of the State of Delaware (the “Delaware General Corporation Law”), and the separate existence of Ne wco shall thereupon cease and WPC shall be the surviving corporation. The corporate existence of WPC, with all its rights, privileges, powers and franchises and subject to all its debts, liabilities and dutie s (except to the extent otherwise provided herein), shall continue unaffected and unimpaired by the Merger, and WPC shal l thereupon, without further action, succeed to and be vested with all rights, privileges, powers and franc hises and all property (real, personal and mixed) of Newco and shall be subject to all debts, liabil ities and duties of Newco, all in accordance with the Delaware General Corporation Law. 1.2. Effective Time. The Merger shall become effective and be consummated at 9:30 a.m. Eastern Daylight Saving Time on July 26, 1994 or such other date as may be approved by the WPC Board of Directors, unless terminated pursuant to 7.2 below (the “Effective Time”). 2. Certificate of Incorporation, By-Laws, Board of Directors and Executive Officers of the Surviving Corporation. 2.1. Certificate of Incorporation. At the Effective Time, the Certificate of Incorporation of WPC, as amended and in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the surviving corporation and shall continue in full force and effect until further amended as provi ded therein or by law. 2.2. By-Laws. The By-Laws of WPC, as amended and in effect immediately prior to the Effecti ve Time, shall continue in full force and effect as the By-Laws of the surviving corporation until a mended or repealed as provided therein or by law. 2.3. Directors. At the Effective Time, each director of WPC immediately prior thereto shall cease to hold such office, and each director of Newco immediately prior thereto shall thereupon bec ome a director of the surviving corporation and shall thereafter hold such office for the remainder of his term of offic e and until his successor has been elected and qualified, or as otherwise provided in the Certificate of Incorporation or the By- Laws of the surviving corporation or by law. 2.4. Officers. At the Effective Time, each officer of WPC immediately prior thereto shall cease to hold such office, and each officer of Newco immediately prior thereto shall thereupon be come an officer of the §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-137F1996 Jefren Publishing Company, Inc. surviving corporation and shall thereafter hold such office for the remainder of his term of offic e and until his successor has been elected or appointed and qualified, or as otherwise provided in the Certi ficate of Incorporation or the By-Laws of the surviving corporation or by law. §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-137E1996 Jefren Publishing Company, Inc. 3. Stock, Warrants and Options Of Newco, Holdings and WPC. 3.1. Conversion of Stock and Warrants and Assumption of Certain Obligations. At the Effective Time: (a) Common Stock of Newco. Each share of Common Stock, par value $.01 per share, of Newco issued and outstanding immediately prior to the Effective Time shall, by virtue of t he Merger and without any action on the part of the holder thereof, be converted into one share of Common Stock, par va lue $.01 per share, of the surviving corporation. (b) Common Stock of WPC. Each share of Common Stock, par value $.01 per share (“WPC Common Stock”) of WPC, issued and outstanding or held in its treasury immediately prior t o the Effective Time shall, by virtue of the Merger and without any action on the part of the holder the reof, be converted into one share of Common Stock, par value $.01 per share (“Holdings Common Stock”) of Holdings, and each certificate representing shares of WPC Common Stock immediately prior t o the Effective Time shall be deemed (subject to Section 3.2 hereof) to represent the same number of shares of Holdings Com mon Stock. (c) Series A Convertible Preferred Stock of WPC. Each issued and outstanding share of WPC Series A Convertible Preferred Stock, par value $.10 per share (the “WPC Series A Preferred Stock”), convert ible at the option of the holder into WPC Common Stock at a conversion price of $15.78 per share , shall, by virtue of the Merger and without any action on the part of the holder thereof, be converte d into one share of Holdings Series A Convertible Preferred Stock, par value $.10 per share (the “Holdings Series A Preferred Stock”), and each certificate representing shares of WPC Series A Preferred Stock imme diately prior to the Effective Time shall be deemed (subject to Section 3.2 hereof) to represent the sa me number of shares of Holdings Series A Preferred Stock. All rights of Holdings Series A Preferred Stock with respect to, among other things, dividends, amounts payable upon liquidation, dissolution or winding-up and conversion prices shall be on the same terms as the WPC Series A Preferred Stock immediately prior to the Effective Time . (d) Warrants of WPC. Each warrant to purchase WPC Common Stock at an exercise price of $6.3583 per share (the “WPC Warrants”) outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converte d into one warrant to purchase Holdings Common Stock at an exercise price of $6.3583 per share (the “Holdings Warrant ”), and each certificate representing WPC Warrants immediately prior to the E ffective Time shall be deemed (subject to Section 3.2 hereof) to represent an equal number of Holdings Warrants. The Holdings Wa rrants shall be exercisable into shares of Holdings Common Stock at the same exercise price and on the same terms as the WPC Warrants were exercisable into shares of WPC Common Stock imme diately prior to the Effective Time. (e) Stock Options of WPC. Holdings shall assume and continue all the rights and obligations of WPC under the 1991 Incentive and Nonqualified Stock Option Plan and the 1993 Directors and Non-Employee Officers Stock Option Plan (collectively, the “Plans”) and under the option grants to W PN Corp., Stewart E. Tabin and Neale X. Trangucci to purchase an aggregate of 1,000,000 shares of WPC Common Stock (t he “Non-Plan Options”). The outstanding options assumed by Holdings shall be exercisable upon the same terms and conditions as under the Plans and the Non-Plan Options and the option agreements rela ting thereto immediately prior to the Effective Time, except that, upon the exerc ise of each such option, shares of Holdings Common Stock shall be issuable in lieu of each share of WPC Common Stock issuabl e upon the exercise thereof immediately prior to the Effective Time. 3.2. Issuance of New Certificates. Each holder of a certificate representing shares of WPC Common Stock, WPC Series A Preferred Stock or WPC Warrants immediately prior to the Effect ive Time may thereafter CORPORATE RESTRUCTURING§7.201 December 1996 7-137D surrender such certificate and shall be entitled, upon such surrender, to receive in exchange therefor a certificate representing the same number of shares of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants into which such shares of WPC Common Stock, WPC Series A Preferred Stock or W PC Warrants shall have been converted in accordance with Section 3.1 hereof. Until so surrendered, such CORPORATE RESTRUCTURING§7.201 December 1996 7-137F certificate shall be deemed to evidence the ownership of such shares of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants and the holder of such certificate shall have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants evidenced by such outstanding certificate. If any such certificate for Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants are to be issued in a name other than that in which the surrendered certificate is registered, it shall be a condition of such exchange that the certificate so surrendere d shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall have pai d any transfer and other taxes required by reason of such issuance of certificates of Holdings Common Stock, Holdings Series A Preferred Stock or Holdings Warrants in a name other than that of the regi stered holder of the certificate surrendered, or shall have established to the satisfaction of Holdings and its transfer agent that such tax has been paid or is not applicable. 3.3. WPC Stock Transfer Books. At the Effective Time, the stock transfer books for the shares of WPC Common Stock and WPC Series A Preferred Stock which will be converted to Holdings Comm on Stock and Holdings Series A Preferred Stock pursuant to Section 3.1 shall be deemed closed, and no transfer of such shares shall thereafter be made or consummated. 3.4. Other Agreements. At the Effective Time, Holdings shall assume any obligation of WPC to deliver or make available shares of WPC Common Stock under any agreement or employee benefit plan not referred to in this Section 3 to which WPC or any of its subsidiaries is a party. Any reference to W PC Common Stock under any such agreement shall be deemed to be a reference to Holdings Common Stock and one share of Holdings Common Stock shall be issuable in lieu of each share of WPC Common Stock required to be issued by any such agreement, subject to subsequent adjustment as provided in any such agreement. 4. Transfer of WPC Assets, WPC Debt and Other Obligations. 4.1. WPC Public Debt. At the Effective Time, Holdings shall guarantee the payment obligations in respect of WPC’s outstanding publicly-held debt: WPC’s 93 Senior Notes Due 2003 and WPC’s 12¼% First 3 8 Mortgage Notes Due 2000 (collectively, the “Public Debt”). At the Effective Time, W PC and Holdings will execute and deliver such supplemental indentures as the officers of WPC and Holdings dee m appropriate to evidence such guarantee of the Public Debt. 4.2. Other Debt. Wheeling-Pittsburgh Steel Corporation (“WPSC”), a wholly-owned subsidiary of WPC, is the borrower under a $140 million Revolving Credit Facility (amended to $50 milli on). WPC has guaranteed all of the obligations under the Revolving Credit Facility. At the Effective Tim e, Holdings shall also assume or guarantee WPSC’s obligations under the Revolving Credit Facility. Holdings will also gua rantee or assume all of WPC’s privately-held debt, including, without limitation, the obligations to the Int ernal Revenue Service (the “IRS Note”) and the Pension Benefit Guaranty Corporation (the “PBGC Note”). 4.3. Contracted Obligations. Immediately prior to the Effective Time, Holdings shall also assume responsibility for certain other obligations of WPC as set forth in the Contribution and Assumption Agreement dated as of June 15, 1994, between WPC and Holdings (the “Contribution and Assumption Agreement”). 4.4. WPC Assets. Immediately prior to the Effective Time, certain assets of WPC shall be transfe rred as a capital contribution to Holdings, pursuant to the terms of the Contribution and Assumption Agreement. 5. Conditions. The obligation of WPC, Holdings and Newco to consummate the Merger is subject to the fulfillment of the following conditions: 5.1. Stockholder Approval. This Agreement and the Merger shall have been adopted by two-thirds of the CORPORATE RESTRUCTURING§7.201 December 1996 7-137D issued and outstanding shares of WPC Common Stock and, with respect to Newco, a majority of the issued and outstanding shares of Common Stock. §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-137G1996 Jefren Publishing Company, Inc. 5.2. Tax Opinion. WPC shall have received an opinion from tax counsel, satisfactory in form and substance to WPC, to the effect that the Merger will constitute a transfer to a controlled corporation within the meaning of Section 351 of the Internal Revenue Code, and as to such further matters relat ing to the tax consequences of the transactions contemplated herein as the Board of Directors of WPC may deem advisable. 5.3. Certificate of Incorporation of Holdings; Certificate of Designation. At the Effective Time, the Certificate of Incorporation of Holdings and the Certificate of Designation of the Holdings Seri es A Preferred Stock shall be substantially in the form set forth in Attachment I and Attachment II, respectively, hereto. 5.4. Listing. The Holdings Common Stock, Holdings Series A Preferred Stock and Holdings Warrants to be issued and initially reserved for issuance pursuant to the transactions contemplate d herein shall have been approved for listing, upon official notice of issuance, by the New York Stock Exchange. 5.5. Opinion of Counsel. WPC shall have received an opinion of its counsel to the effect that: (a) WPC, Holdings and Newco each are corporations duly incorporated, validly existing and in good standing under the laws of the State of Delaware; (b) this Agreement is a valid and binding agreement of WPC, Holdings and Newco in accordance with its terms; (c) the execution and delivery of this Agreement does not, and the consummation of the Me rger and any other transaction herein provided for will not, violate any provision of the Certificat e of Incorporation or By-Laws of WPC, Holdings or Newco, nor violate any provision of any material agreement, instrume nt, order, arbitration award, judgment or decree, of which such counsel has knowledge, to which WPC, Holdings or Newco is a party or by which it is bound, or result in the acceleration of, or give rise to any right to accelerate, any material indebtedness of WPC, Holdings or Newco of which suc h counsel has knowledge; and (d) the shares of Holdings Common Stock and Holdings Series A Preferred Stock required to be issued and delivered pursuant to this Agreement will, when issued, be validly issued, fully paid a nd nonassessable. 5.6. FCC Approval. The consent of the Federal Communications Commission to the transfer by WPC of the capital stock of Wheeling-Pittsburgh Radio Corporation to Holdings and certain other rel ated matters shall have been obtained. 6. Further Assurances. Each party hereto agrees that from time to time on and after the Effect ive Time, it will execute and deliver or cause to be executed and delivered all suc h further assignments, assurances or other instruments, and shall take or cause to be taken all such further actions as may be necessary or desirable to consummate the Merger and the other transactions contemplated by this Agreement. 7. Amendment; Termination.7.1. Amendment. At any time prior to the Effective Time, the parties hereto may by written agre ement amend, modify or supplement any provision of this Agreement; provided however, an amendment made subsequent to the adoption of this Agreement by the stockholders of WPC and Newco shall not wit hout the approval of the holders of the requisite number of shares of voting stock of WPC or Newco, as the ca se may be, (a) alter or change the amount or kind of shares, securities, cash, property or rights to be re ceived for or on conversion of all or any of the shares of any class of capital stock of WPC or Newco, (b) alt er or change any term of the Certificate of Incorporation of WPC or (c) alter or change any of the te rms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class of capital stock of WPC or Newco. CORPORATE RESTRUCTURING§7.201 December 1996 7-137F 7.2.Termination. This Agreement may be terminated and the Merger abandoned by the Board of Directors of WPC at any time prior to the Effective Time, whether before or after approval of this Agreement by the Stockholders of WPC and Newco. CORPORATE RESTRUCTURING§7.201 December 19967-137H 8. Governing Law. This Agreement shall be construed under and in accordance with the laws of the State of Delaware. 9. Headings. The headings set forth herein arc for convenience only and shall not be used in interpre ting the text of the section in which they appear. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. 11. Counterparts. For the convenience of the parties hereto, this Agreement may be executed in separate counterparts, each of which, when so executed, shall be deemed to be an original , and all such counterparts when taken together shall constitute but one and the same instrument. IN WITNESS WHEREOF, each of WPC, Holdings and Newco, pursuant to the approval and authority duly given by resolutions adopted by its respective Board of Directors, has caused this Agreement to be executed by a duly authorized officer thereof, and has further caused its respective corpora te seal to be hereunto affixed, as of the date first above written. WHEELING-PITTSBURGH CORPORATION WHX CORPORATION WP MERGER, CO. CORPORATE RESTRUCTURING§7.201 December 19967-137H [THE NEXT PAGE IS 7-138] §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1381996 Jefren Publishing Company, Inc. ATTACHMENT I CERTIFICATE OF INCORPORATION OF WHX CORPORATION FIRST: The name of the Corporation is WHX Corporation. SECOND: The registered office of the Corporation and registered agent in the State of De laware is to be located at 32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent. The nam e of its registered agent is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the Corporation shall be to engage in any lawful act or activit y for which corporations may be organized under the General Corporation Law of the State of Delaware (the “GCL”). FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 70,000,000 of which 10,000,000 shares shall be Preferred Stock of the par value of $0.10 per share and 60,000,000 shares shall be Common Stock of the par value of $0.01 per share. A.Preferred Stock. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optiona l or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Pre ferred Stock Designation”) and as may be permitted by the General Corporation Law of the Stat e of Delaware. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. B.Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and eac h share of Common Stock shall have one vote. FIFTH: The name and mailing address of the Sole Incorporator is: Chris Christophorou c/o Olshan Grundman Frome & Rosenzweig 505 Park Avenue New York, New York 10022 SIXTH: A. Number, election and terms of directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution a dopted by a majority of the total number of directors which the Corporation would have if there were no vacancies (t he “Whole Board”). Directors shall be elected at each annual meeting of stockholders by a plura lity of the votes cast and shall hold office until the next annual meeting of stockholders and until the elect ion and qualification of their respective successors, subject to the provisions of Section C and Section D of this Article SIXTH. B.Newly created directorships and vacancies. Subject to the rights of any series of Preferred Stock, newly created directorships resulting from any increase in the authorized number of directors or a ny vacancies of the CORPORATE RESTRUCTURING§7.201 December 1996 7-139 Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause (other than a vacancy resulting from removal by the stockholders, in which case such vacancy shall be filled by the stockholders) shall be filled only by a majority vote of the directors the n in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1401996 Jefren Publishing Company, Inc. number of authorized directors constituting the entire Board of Directors shall shorten the t erm of any incumbent director. C.Removal. Subject to the rights of the holders of any series of Preferred Stock, any director, or the ent ire Board of Directors, may be removed from office at any time, with or without cause and only by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the Voting Stock, voting together as a single class. D.Compliance with Communications Act of 1934. No person shall serve (or continue to serve) as officer or director of the Corporation if the Board of Directors concludes that such person’s service (or cont inued service) would constitute a violation of the Communications Act of 1934, and the rules and regulati ons of the Federal Communication Commission (“FCC”) promulgated thereunder, as the same may be amende d from time to time (the “Act”), or would likely prevent the Corporation from making any intended acquisition or unde rtaking any intended activity. SEVENTH: In furtherance and not in limitation of the powers conferred by law, the Board of Direc tors is expressly authorized to make, alter, amend and repeal the By-Laws of the Corporation, subject to the power of the holders of the capital stock of the Corporation to alter, amend or repeal the By-Laws. EIGHTH: Subject to the rights of the holders of any series of Preferred Stock, (A) any action require d or permitted to be taken by the stockholders of the Corporation may be effected at an a nnual or special meeting of stockholders of the Corporation and may also be effected by any consent in writing by such stockhol ders in accordance with the provisions of this Article EIGHTH and (B) special meetings of stockholde rs of the Corporation may be called by the Chairman of the Board, by the Board of Directors pursuant t o a resolution adopted by a majority of the Whole Board or by the Secretary at the direction of a m ajority of the voting power of all of the then outstanding shares of Voting Stock, voting together as a single class. Unl ess otherwise provided in this Certificate of Incorporation, any action required to be taken at any a nnual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding Voting Stock having not less than the minimum number of votes that would be necessary to a uthorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. NINTH: A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liabili ty (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or om issions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Se ction 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal l iability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. Any repeal or modification of this Section A by the stockholders of t he Corporation shall not adversely affect any fight or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification. B. (1) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representati ve is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation a s a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other ent erprise, including service with respect to employee benefit plans, whether the basis of such proceedi ng is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a CORPORATE RESTRUCTURING§7.201 December 1996 7-141 director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the GCL as the same exists or may hereafter be amended (but , in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1421996 Jefren Publishing Company, Inc. amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connect ion therewith and such indemnification shall continue as to a person who has ceased robe a di rector, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administ rators; provided, however, that except as provided in paragraph (2) of this Section B with respect to proceedings seeki ng to enforce rights to indemnification, the Corporation shall indemnify any such person seeking inde mnification in connection with a proceeding (or part thereof) initiated By such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification confe rred in this Section B shall be a contract right and shall include the right to be paid by t he Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the GCL requires, the payment of any such expenses incurred by a director or officer in his or her c apacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit pl an) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultim ately be determined that such director or officer is not entitled to be indemnified under this Section B or otherwise. (2) If a claim under paragraph (1) of this Section B is not paid in full by the Corporati on within thirty days after a written claim has been received by the Corporation, the claimant m ay at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful i n whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such cla im. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in de fending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been t endered to the corporation) that the claimant has not met the standards of conduct which make it pe rmissible under the GCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Dire ctors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstance s because he or she has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. (3) The right of indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section B shall not be exclusive of a ny other right which any person may have or hereafter acquire under any statute, provision of the certificate of i ncorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise. (4) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to i ndemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. (5) The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the Corporation to the fullest e xtent of the provisions of this Section B with respect to the indemnification and advancement of expenses of direct ors, officers and employees of the Corporation. TENTH: In addition to any other considerations which the Board of Directors may lawfully ta ke into CORPORATE RESTRUCTURING§7.201 December 1996 7-143 account, in determining whether to take or to refrain from taking corporate action on any matter, including proposing any matter to the stockholders of the Corporation, the Board of Directors may take into account the long-term as well as short-term interests of the Corporation and its stockholders (including the possibility that these interests may be best served by the continued independence of the Corporation), the interests of §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1441996 Jefren Publishing Company, Inc. creditors, customers, employees and other constituencies of the Corporation and its subsidiaries and the effect upon communities in which the Corporation and its subsidiaries do business. ELEVENTH: In furtherance and not in limitation of the powers conferred by law or in this Certificate of Incorporation, the Board of Directors (and any committee of the Board of Directors) is e xpressly authorized, to the extent permitted by law, to take such action or actions as the Board or such committee may determine to be reasonably necessary or desirable to (A) encourage any person to enter into negotiations with the Board of Directors and management of the Corporation with respect to any transaction which may result in a change in control of the Corporation which is proposed or initiated by such person or (B) contest or oppose any such tra nsaction which the Board of Directors or such committee determines to be unfair, abusive or otherwise undesirable with respect to the Corporation and its business, assets or properties or the stockholders of the Corporation, including, without limitation, the adoption of plans or the issuance of rights, options, capital stock, notes, debenture s or other evidences of indebtedness or other securities of the Corporation, which rights, options, capital st ock, notes, evidences of indebtedness and other securities (i) may be exchangeable for or convertible into ca sh or other securities on such terms and conditions as may be determined by the Board or such committee and (ii) ma y provide for the treatment of any holder or class of holders thereof designated by the Board of Directors or any such commi ttee in respect of the terms, conditions, provisions and rights of such securities which is different from, and unequal t o, the terms, conditions, provisions and fights applicable to all other holders thereof. TWELFTH: The provisions of this Article TWELFTH are included for the purpose of ensuring that the holdings and activities of the Corporation are not in violation of the Act, and shall not be applicable at such time as the Corporation is no longer subject to regulation by the FCC or if certain existing regul ations promulgated thereby and related thereto shall be changed, such determination to be made by the Board of Directors of the Corporation. (a) The Corporation shall not knowingly issue to Aliens, either individually or in t he aggregate, in excess of twenty-five percent (25%) of the total number of shares of capital stock of the Corporati on outstanding at any time, or such other amount as provided under the Act, and shall seek not to permit the tra nsfer on the books of the Corporation of any capital stock to any Alien that would result in the total num ber of shares of such capital stock held by Aliens exceeding such limit. As used in this Certificate of Incorporat ion, the term “Alien” shall mean (i) a person who is a citizen of a country other than the United States; (ii) any e ntity organized under the laws of a government other than the government of the United States or any state, territory or possession of the United States; (iii) any government other than the government of the United States or any state, t erritory or possession of the United States; or (iv) any representative of, or an individual or entity directly or indirectly controlled by, any of the foregoing. (b) No Alien or Aliens, individually or in the aggregate, shall be entitled to vot e or direct or control the vote of more than twenty-five percent (25%), or such other amount as provided under the Act, of (i) the total number of shares of capital stock of the Corporation outstanding and entitled to vote at any time and from time to time, or (ii) the total voting power of all shares of capital stock of the Corporation outstanding at any time and from time to time and entitled to vote for the election of directors. (c) No Alien shall be qualified to act as an officer or director of the Corporat ion if such person’s service as such would violate Section D of Article SIXTH. (d) No Ineligible Investor shall acquire or continue to hold or have the fight to vote Com mon Stock. As used herein the term “Ineligible Investor” shall mean any person whose ownership or right to vote Common Stock would constitute a violation of the Act, or would be likely to prevent the Corporati on from making any intended acquisition or undertaking any intended activity, in the opinion of counsel to the Corporati on. The Corporation may require a certification, under oath at the election of the Corporation, from any person (i ncluding a group of persons, acting in concert) with beneficial ownership of 5% or more of the Common Stock, or such lesser amount as CORPORATE RESTRUCTURING§7.201 December 1996 7-145 provided under the Act, as to the activities, ownership interests and holdings of such person in radio broadcasting, television broadcasting, cable television operations and/or daily newspaper publica tion. The Corporation may, at its option, conclusively presume from any refusal or failure to provide the requested information that the ownership §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1461996 Jefren Publishing Company, Inc. or voting rights in question constitute a violation of the Act or would be likely to prevent the Corporation from making an intended acquisition or undertaking an intended activity, and that suc h person or group is therefore an Ineligible Investor. (e) The Board of Directors of the Corporation shall have all powers necessary to impleme nt the provisions of this Article TWELFTH, including, without limitation, the powers described in subsection (g) below. (f) In the event the Corporation has reason to believe that either (i) twenty-five perc ent (25%) or more of the capital stock, or such other amount as provided under the Act, is owned or voted by Al iens, or (ii) five percent (5%) or more of the Common Stock, or such other amount as provided under the Act, is owned or voted by an Ineligible Investor, the Corporation may redeem, on a date specified by the Corporation, at least ten (10) days after providing notice to the holders of shares called for redemption and/or the ir representatives, a sufficient number of shares to reduce the level of Alien or Ineligibl e Investor ownership or voting power as provided under the Act. Shares called for redemption may be selected by l ot or by any other method determined by the Corporation. The redemption price shall be the fair market va lue of the redeemed shares, as reasonably determined by the Corporation, as of the close of business the day prior to the redemption date. In the event the redeemed shares are publicly traded on a recogniz ed securities exchange or market, the Corporation may base the determination of fair market value on the latest sale price and/or the latest bid quotation for shares of such class or series. (g) To the fullest extent permitted by governing law, the Delaware Court of Chancery shall have exclusive jurisdiction of all disputes arising under this Article TWELFTH. The holders of the Corporation’s shares, by virtue of their acquisition of such shares, consent to the personal jurisdiction of the Delaware Court of Chancery. The Corporation may specifically enforce its rights under this Article TWELFTH by temporary restraining order, preliminary injunction and/or permanent injunction and may obtai n such further equitable relief as the Court, in its discretion, shall deem appropriate. (h) Each provision of this Article TWELFTH is intended to be severable from every ot her provision. If any one or more of the provisions contained in this Article TWELFTH is held to be i nvalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Arti cle TWELFTH shall not be affected, and this Article TWELFTH shall be construed as if the provisions held to be invalid, illegal or unenforceable had never been contained therein. THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, and any other provisions authorized by the laws of the hate of Delaware at the time in force may be added or inserted, in the manner now or hereafter provided herein by statute, and all rights, preferences and privileges of whatsoever nature conferred upon stockhol ders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its pre sent form or as amended are granted subject to the rights reserved in this Article THIRTEENTH. IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of May, 1994. /s/ Chris Christophorou Sole Incorporator CORPORATE RESTRUCTURING§7.201 December 1996 7-147 ATTACHMENT II CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF WHX CORPORATION (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) WHX Corporation (as successor in interest to Wheeling-Pittsburgh Corporation pursuant to a certai n Plan and Agreement of Merger dated as of June 15, 1994, among Wheeling-Pittsburgh Corporation, WHX Corporation and WP Merger, Co.), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resoluti on was adopted by a duly authorized committee of the Board of Directors of the Corporation: RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the provisions of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and duly delegated to this committee of the Board of Directors pursuant to Section 141 (c) of the General Corporation Law of the State of Delaware, there hereby is created, out of the 10,000,000 shares of Preferred Stock of the Corporation authorized in Article FOURTH of the Certificate of Incorporation (the “Preferred Stock”), a series of the Preferred stock consisting of 3,040,000 sha res, which series shall have the following powers, designations, preferences and relative, participa ting, optional or other rights, and the following qualifications, limitations and restrictions (in addition to the powers, designations, preferences and relative, participations and restrictions, set forth in the Certificate of Inc orporation which are applicable to the Preferred Stock): Section 1. Designation of Amount. The shares of such series shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”) and the authorized num ber of shares constituting such series shall be 3,040,000. The par value of the Series A Preferred Stock shall be $.10 per share. Section 2. Dividends. (a) The holders of shares of the Series A Preferred Stock will be entitled t o receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available the refor (and subject to the limitation described in the last sentence of this paragraph), cumulative ca sh dividends on the shares of the Series A Preferred Stock at the rate of 6.5% (or $3.25) per annum per share of Series A Preferred Stock, and no more, payable quarterly on January 1, April 1, July 1, and October 1 in each year, commenc ing October 1, 1993. Such dividends shall be cumulative from the later of July 7, 1993 or the most rece nt dividend payment date on which dividends have been paid on the Series A Preferred Stock by the Corporat ion. Each such dividend shall be paid to the holders of record of the shares of the Series A Prefe rred Stock as they appear on the stock records of the Corporation on such record date, not more than 30 days nor less tha n 10 days preceding the dividend payment date thereof, as shall be fixed by the Board of Direct ors or a duly authorized committee thereof. If a holder converts a share or shares of the Series A Prefe rred Stock after the close of business on the record date for a dividend and before the opening of business on the record dat e for a dividend and before the opening of business on the payment date for such dividend, then, pursuant to Sec tion 6 hereof, the holder will be required to pay to the Corporation at the time of such conversion the amount of such dividend (unless the shares were converted after the issuance of a notice of re demption with respect to such §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1481996 Jefren Publishing Company, Inc. shares, in which event the holder of such shares shall be entitled to the divi dend payable thereon on such dividend payment date). (b) If dividends are not paid in full, or declared in full and sums set apart for the pa yment thereof, upon the shares of the Series A Preferred Stock and shares of any other preferred stock ra nking on a parity as to dividends with the Series A Preferred Stock, all dividends declared upon shares of the Series CORPORATE RESTRUCTURING§7.201 December 1996 7-149 A Preferred Stock and of any other preferred stock ranking on a parity as to dividends shall be paid or declared pro rata so that in all cases the amount of dividends paid or declared per share on the Series A Preferred Stock and such other shares of preferred stock shall bear to each other the same ratio tha t accumulated dividends per share, including dividends accrued or in arrears, if any, on the shares of the Series A Preferre d Stock and such other shares of preferred stock bear to each other. Except as provided in the preceding sent ence, unless full cumulative dividends on the shares of the Series A Preferred Stock have been paid or decla red in full and sums set aside for the payment thereof, no dividends (other than dividends in shares of Common Stock (as hereinafter defined) or in shares of any other capital stock of the Corporation ranking junior to the Series A Preferred Stock as to dividends and distribution of assets upon liquidation) shall be paid or declared and set aside for payment or other distribution made upon the Corporation’s Common Stock, par value $.01 per share (the “Common Stock”), or any other capital stock of the Corporation ranking junior to or on a parity with the Series A Preferred Stock as to dividends, nor shall any shares of Common Stock or shares of any other capital stock of the Corporation ranking junior to or on a parity with the Series A Preferred Stock as to divi dends be redeemed, purchased or otherwise acquired for any consideration (or any payment made to or available for a sinking fund for the redemption of any such shares) by the Corporation or any subsidiary of the Corporation (except by conversion into or exchange for shares of capital stock of the Corporation ranking junior to the Seri es A Preferred Stock as to dividends and distribution of assets upon liquidation). Holders of shares of the Serie s A Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or share s of capital stock, in excess of full accrued and cumulative dividends as herein provided. No interest or sum of money in lieu of interest shall be payable in respect of any dividend payment or payments on the shares of the Series A Preferred Stock that may be in arrears. The terms “accrued dividends,” “dividends accrued” and “dividends in arrears,” whenever use d herein with reference to shares of preferred stock shall be deemed to mean an amount which shall be equal to dividends thereon at the annual dividend rates per share for the respective series thereof from t he date or dates on which such dividends commence to accrue to the end of the then current quarterly dividend peri od for such preferred stock (or, in the case of redemption, to the date of redemption), less the amount of all dividends paid, or declared in full and sums set aside for the payment thereof, upon such shares of preferred stock. (c) Dividends payable on the shares of the Series A Preferred Stock for any period less than a ful l quarterly dividend period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the period for which payable. Section 3. Optional Redemption. (a) The shares of the Series A Preferred Stock will be redeemable at the option of the Corporation by resolution of its Board of Directors, in whole or from time to time in part, at any time on or after July 1, 1996, subject to the limitations set forth below, at the following redemption prices per share if redeemed during the twelve-month period beginning July I of the year indicated below (the “Call Price” ), plus, in each case, all dividends accrued and unpaid on the shares of the Series A Preferred Stock up to the date fixed for redemption, upon giving notice as provided herein-below: If redeemed during the twelve-mouth period beginning July 1, Call Price 1996 ................................................................................................................................... $ 52.275 1997 ................................................................................................................................... 51.95 1998 ................................................................................................................................... 51.625 1999 ................................................................................................................................... 51.30 2000 ................................................................................................................................... 50.975 §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-1501996 Jefren Publishing Company, Inc. 2001 ................................................................................................................................... 50.65 2002 ................................................................................................................................... 50.325 2003 and thereafter ............................................................................................................ 50.00 [THE NEXT PAGE IS 7-145A] CORPORATE RESTRUCTURING§7.201 December 19967-145A (b) If less than all of the outstanding shares of the Series A Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Dire ctors and the shares to be redeemed shall be determined pro rata or by lot or in such other m anner and subject to such regulations as the Board of Directors in its sole discretion shall prescribe. (c) At least 30 days but not more than 60 days prior to the date fixed for the redemption of shares of the Series A Preferred Stock, a written notice shall be mailed to eac h holder of record of shares of the Series A Preferred Stock to be redeemed in a postage prepaid envelope addressed to such holder at his post office address as shown on the records of the Corporation, notifying such holder of the election of the Corporation to redeem such shares, stating the date fi xed for redemption thereof (the “Redemption Date”), and calling upon such holder to surrender to the Corporation on the Redemption Date at the place designated in such notice his cert ificate or certificates representing the number of shares specified in such notice of redemption. On or after the Redemption Date each holder of shares of the Series A Preferred Stock to be rede emed shall present and surrender his certificate or certificates for such shares to the Corporation a t the place designated in such notice and thereupon the redemption price of such shares shall be paid t o or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In case less than a ll the shares represented by any such certificate are redeemed, a new certificate shall be i ssued representing the unredeemed shares. From and after the Redemption Date (unless default shall be m ade by the Corporation in payment of the redemption price), all dividends on the shares of the Series A Preferred Stock designated for redemption in such notice shall cease to accrue, and al l rights of the holders thereof as stockholders of the Corporation, except the right to receive the re demption price of such shares (including all accrued and unpaid dividends up to the Redemption Date ) upon the surrender of certificates representing the same, shall cease and terminate and such shares shall not thereafter be transferred (except with the consent of the Corporation) on t he books of the Corporation, and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Corporation prior to the Redemption Date may deposit the redemption price (including all accrued and unpaid dividends up to the Redemption Date ) of shares of the Series A Preferred Stock so called for redemption in trust for the holders there of with a bank or trust company (having a capital surplus and undivided profits aggregating not le ss than $50,000,000) in the Borough of Manhattan, City and State of New York, or in any other city in which the Corporation at the time shall maintain a transfer agency with respec t to such shares, in which case the aforesaid notice to holders of shares of the Series A Preferred Stock t o be redeemed shall state the date of such deposit, shall specify the office of such bank or trust company as the place of payment of the redemption price, and shall call upon such holde rs to surrender the certificates representing such shares at such place on or after the date fixed in such redemption notice (which shall not be later than the Redemption Date) against pa yment of the redemption price (including all accrued and unpaid dividends up to the Redemption Da te). Any interest accrued on such funds shall be paid to the Corporation from time to time. Any moneys so deposited which shall remain unclaimed by the holders of such shares of the Series A Preferre d Stock at the end of two years after the Redemption Date shall be returned by such bank or trust company to the Corporation. If a notice of redemption has been given pursuant to this Section 3 and any holder of shares of this Series A Preferred Stock shall, prior to the close of business on the last business day preceding the Redemption Date, give written notice to the Corporation pursuant to Sec tion 6 below of the conversion of any or all of the shares to be redeemed held by such holder §7.201 PROXY STATEMENTS: STRATEGY & FORMS 7-145B1996 Jefren Publishing Company, Inc. (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Corporation, and any necessary transfer tax payment, as required by Section 6 below), then such redemption shall not become effective as to such shares to be converted, such conversion shal l become effective as provided in Section 6 below and any moneys set aside by the C orporation for the redemption of such shares of converted Series A Preferred Stock shall revert to the general funds of the Corporation (unless such shares were converted after the close of business on the record date for a dividend and before the opening of business on the payment date for such dividend, in which event the holders of such shares shall be entitled to the dividend payable thereon on such dividend payment date). CORPORATE RESTRUCTURING§7.201 December 19967-145C (d) Shares of the Series A Preferred Stock redeemed, repurchased or retired pursuant to the provisions of this Section 3 or surrendered to the Corporation upon conversion or shall thereupon be retired and may not be reissued as shares of the Series A Preferred Stock but shall thereafter have the status of authorized but unissued shares of the Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series of the Preferred Stock. Section 4. Voting Rights. (a) The holders of Series A Preferred Stock shall not be entitled to vote on any matte r except (i) as provided in Section 8, (ii) as provided in Section 4(b) and (iii) as required by law. (b) In the event the Company shall have failed to declare and pay or set apart for pa yment in full the dividends accumulated on the outstanding shares of the Series A Preferred Stock for any six quarterly dividend payment periods, whether or not consecutive (a “Preferential Dividend Non-Payment”), the number of directors of the Corporation shall be increased by two and the holders of outstanding shares of the Series A Preferred Stock, voting together as a class with all other classes or series of preferred stock of the Corporation ranking on a parity with the Serie s A Preferred Stock with respect to dividends or distribution of assets upon liquidation and then entitled to vote on the election of such additional directors, shall be entitl ed to elect such additional directors until the full dividends accumulated on all outstanding shares of t he Series A Preferred Stock have been declared and paid or set apart for payment. Upon the occurrenc e of a Preferential Dividend Non-Payment, the Board of Directors shall within a reasonable period ca ll a special meeting of the holders of shares of the Series A Preferred Stock and all holde rs of other classes or series of preferred stock of the Corporation ranking on a parity with the Series A Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation who are then entitled to vote on the election of such additional direc tors for the purpose of electing the additional directors provided by the foregoing provisions. If and when all accumulated dividends on the shares of the Series A Preferred Stock have been declared a nd paid or set aside for payment in full, the holders of shares of the Series A Preferred Stock shall be divested of the special voting rights provided by this Section 4(b), subject to revesting in the event of each and every subsequent Preferential Dividend Non-Payment. Upon termination of such special voting rights attributable to all holders of shares of the Series A Preferred Stock and shares of any other class or series of preferred stock of the Corporation ranking on a parity with the Series A Preferred Stock with respect to payment of dividends and distribution of assets upon liquidation, the term of office of each director elected by the holders of shares of the Series A Preferred Stock and such parity preferred stock (a “Preferred Stock Director”) pursuant to such special voting rights shall forthwith terminate and the number of directors constituting the entire Board of Directors shall be reduced by the number of Preferred Stock Directors. Any Preferred Stock Director may be removed by, and shall not be removed otherwise