WEIRTON STEEL CORP, DEF 14A, 1997-04-18

WEIRTON STEEL CORP
DEF 14A, 1997-04-18
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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<PAGE> 1

SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

WEIRTON STEEL CORPORATION
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):

[ X ] No fee required

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
----------------------------------------------------

<PAGE> 2

WEIRTON LOGO

400 THREE SPRINGS DRIVE
WEIRTON, WV 26062

April 18, 1997

To the Stockholders and Employee-Owners
of Weirton Steel Corporation:

I'm pleased to invite you to the Annual Meeting of stockholders of Weirton
Steel Corporation to be held on Wednesday, May 21, 1997 at 6:00 p.m. at the St.
John Arena, 3151 Johnson Road, Steubenville, Ohio. I hope you will be able to
attend.

Whether or not you plan to be there, and regardless of the number of shares
you own, or in the case of employee-owners, allocated to your account in the
Company's Employee Stock Ownership Plans (ESOP), it is important that your
shares be represented at the Annual Meeting. Thus, I urge you to complete, sign,
date and return your proxy or ESOP Participant Voting Instruction Form.

Again, the directors and officers of the Company look forward to seeing you
at the Annual Meeting.

Very truly yours,

/s/ RICHARD R. BURT
Richard R. Burt
Chairman of the Board of Directors
<PAGE> 3

WEIRTON STEEL CORPORATION
400 THREE SPRINGS DRIVE
WEIRTON, WV 26062
---------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1997

Dear Stockholder:

NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Weirton Steel Corporation, a Delaware corporation (the "Company"), will be held
at St. John Arena, 3151 Johnson Road, Steubenville, Ohio, on Wednesday, May 21,
1997, at 6:00 P.M., Eastern Daylight Time, for the following purposes:

1. To elect four directors for a three-year term and until their successors
have been elected and qualified;

2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31,
1997;

3. To approve a proposal amending Article FIFTH of the Company's Restated
Certificate of Incorporation to change the qualification requirements
for service as a director; and

4. To consider and act upon any other matters which properly may come
before the meeting or any adjournment thereof.

In accordance with the provisions of the By-Laws, the Board of Directors
has fixed the close of business on March 24, 1997, as the date for the
determination of the holders of record of stock entitled to notice of, and to
vote at, the Annual Meeting. A complete list of such stockholders will be open
for examination by any stockholder for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting. The list will be available at
the Company's office, 400 Three Springs Drive, Weirton, West Virginia, during
ordinary business hours.

Your attention is directed to the accompanying Proxy Statement.

Stockholders who do not expect to attend the meeting in person are
requested to sign, date and mail the enclosed Proxy as promptly as possible in
the enclosed stamped envelope.

By Order of the Board of Directors,

WILLIAM R. KIEFER,
Secretary
Weirton, West Virginia
April 18, 1997
<PAGE> 4

WEIRTON STEEL CORPORATION
400 THREE SPRINGS DRIVE
WEIRTON, WV 26062
---------------------------

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Weirton Steel Corporation, a Delaware corporation (the
"Company"), of proxies for use at the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") to be held on May 21, 1997, and any adjournments thereof. This
Proxy Statement and the accompanying form of proxy are being mailed on or after
April 18, 1997 to stockholders of record as of March 24, 1997.

If the enclosed proxy is executed, dated and returned, it nevertheless may
be revoked at any time before it has been voted by (i) a later dated, properly
executed proxy, or (ii) a vote in person at the Annual Meeting. If not revoked
and no contrary instructions are specified, or no specific instructions are
otherwise given, all shares covered by a properly signed, dated and returned
proxy will be voted by the persons appointed therein:

FOR the election of four directors;

FOR the ratification of independent public accountants; and

FOR a proposal seeking to amend Article FIFTH of the Company's Restated
Certificate of Incorporation to change the qualification requirements for
service as a director,

all as specified in this Proxy Statement. In addition, the proxy will be voted
in the discretion of the proxy holders with respect to such other business as
may properly come before the meeting.

A copy of the Company's Annual Report to Stockholders for the year ended
December 31, 1996 has been mailed to stockholders prior to or with the mailing
of this Proxy Statement.

All expenses of the solicitation of proxies for the Annual Meeting,
including the cost of mailing, will be borne by the Company.

Directors, officers and regular employees of the Company may solicit
proxies from stockholders. The Company reimburses brokerage firms, fiduciaries,
custodians and other nominees holding stock in their name or custody, for their
expenses in forwarding proxy materials to beneficial owners and seeking
instructions regarding proxies. Further, the Company has engaged Georgeson & Co.
to solicit proxies on behalf of the Board of Directors from individuals
(excluding individuals in their capacities as participants in the Company's
ESOPs), brokers, nominees and institutional holders. It is anticipated that
Georgeson & Co. will be paid a fee of $8,500.00 for its services and will be
reimbursed for its reasonable expenses.
<PAGE> 5

OUTSTANDING VOTING STOCK

Only holders of record of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), and Convertible Voting Preferred Stock, Series A,
par value $.10 per share (the "Convertible Preferred Stock"), at the close of
business on March 24, 1997 (the "Record Date") are entitled to vote on matters
to be presented at the Annual Meeting. On the Record Date, 42,760,202 shares of
Common Stock and 1,742,784 shares of Convertible Preferred Stock were
outstanding and entitled to vote. The holders of the Convertible Preferred Stock
and the holders of the Common Stock will vote as a single class at the Annual
Meeting. Each share of Convertible Preferred Stock is entitled to ten votes and
each share of Common Stock is entitled to one vote.

Common Stock allocated to the accounts of participants in the Company's
1984 Employee Stock Ownership Plan (the "1984 ESOP") and Convertible Preferred
Stock allocated to the accounts of participants in the Company's 1989 Employee
Stock Ownership Plan (the "1989 ESOP") will be voted by the holder of record,
United National Bank, as trustee, as directed by participants and in accordance
with the terms of the applicable ESOP.

QUORUM REQUIREMENTS

In order to transact business at the Annual Meeting, there must be present,
in person or by proxy, at least a majority of the total votes of the outstanding
shares of Common Stock and Convertible Preferred Stock, without regard to any
shares of stock whose voting power is restricted under Article Eleventh of the
Company's Restated Certificate of Incorporation (the "Charter"), which deals
with certain significant holders. At this time, the Board of Directors is not
aware of any holder who would be considered restricted under the Charter. If a
quorum is not present, the Annual Meeting may be adjourned from time to time
until a quorum is obtained.

ELECTION OF DIRECTORS

The Charter provides for a Board of Directors consisting of 14 persons. It
requires that seven directors ("Independent Directors") cannot be, nor ever have
been, employees of the Company, nor can they have served as an advisor or
consultant to the Company or to the Independent Steelworkers Union (the "ISU"),
nor have been affiliated with such an advisor or consultant, for a period of two
years prior to election as an Independent Director. The Charter provides that
one director ("ESOP Director"), who must have the qualifications of an
Independent Director, is to be nominated by an ESOP Nominating Committee, which
Committee is elected by the 1984 ESOP and 1989 ESOP participants. The Charter
provides that three directors ("Management Directors") must consist of the Chief
Executive Officer and two Company employees designated by the Chief Executive
Officer. The Charter provides that three directors ("Union Directors") must
consist of the President of the primary collective bargaining agent for the
represented employees of the Company (currently the ISU) and two persons
designated by the primary collective bargaining agent.

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<PAGE> 6

The Charter also provides for the Board of Directors to be divided into
three classes, designated as Class I, Class II and Class III. Each class serves
a three-year term, and the term of one class expires at each year's annual
meeting of stockholders. The terms of the Class I, Class II and Class III
Directors expire at the Annual Meetings of stockholders in 1997, 1998, and 1999,
respectively. The four Class I Directors, who will serve for a term of three
years, will be elected at this Annual Meeting.

The Board of Directors intends to present for action at the Annual Meeting
the election of the following Class I directors, to serve for a term of three
years, and until their successors are elected and qualified: Richard K.
Riederer, Management Director; and Michael Bozic, Richard R. Burt, and Thomas R.
Sturges, Independent Directors.

Unless authority to vote for any one or more of the Class I director
nominees is withheld as indicated on the enclosed proxy, the shares represented
by the enclosed proxy will be voted FOR such persons.

The nominees receiving a plurality vote among the total votes properly cast
at the Annual Meeting, in person or by proxy, and who are qualified under the
Charter will be elected as directors.

The following table sets forth the name, age (as of March 15, 1997) and
principal occupation for at least the last five years of each nominee for
director of the Company and of the remaining directors who are not standing for
election at the Annual Meeting.

Richard K. Riederer President and Chief Executive Officer of the Company 1993
Age 53 (1) since November 1995; President and Chief Operating
Officer since January 1995; Executive Vice President-
Finance and Chief Financial Officer of the Company from
September 1994 to January 1995; Vice President and
Chief Financial Officer of the Company from January
1989 to September 1994; employee of the Company since
1989; Director of Portico Funds.

Michael Bozic Chairman, Chief Executive Officer and Director of 1994
Age 56 (3) Levitz Furniture Corporation since 1995; former
President and Chief Executive Officer and Director of
Hills Stores Company 1991 through 1995; Director of
EagleMark Financial Services, Inc., Dean Witter
InterCapital, Inc. and United Negro College Fund.
</TABLE>

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<PAGE> 7

<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
- --------------------------- ------------------------------------------------------- --------
<S> <C> <C>
Richard R. Burt Chairman of the Board of the Company since April 1, 1996
Age 50 (3) 1996; Chairman of International Equity Partners, LLP,
an international financial services firm since 1994;
Partner, McKinsey and Company from 1991 to 1994; Chief
Negotiator for the United States in the Strategic Arms
Reduction Talks (START) from 1989 to 1991; Director of
the Lauder Institute of the Wharton School of Business,
Hollinger International, Inc., Archer Daniels Midland
Company and The Mitchell Hutchin Funds managed by
PaineWebber, Inc.; Chairman of the Board of Video
Lottery Technologies, Inc.; Member of the International
Advisory Council of the Bank of Montreal.

Thomas R. Sturges Executive Vice President of The Harding Group Inc., an 1986
Age 52 (3) investment firm, since February 1990.

CLASS II DIRECTORS: TO CONTINUE IN OFFICE UNTIL 1998

Joseph J. Nowak Director of Penn Power Company. Vice-President of 1995
Age 65 (4) Armco, Inc., a specialty steel producer, from 1992 to
1993; Executive Vice President of Cyclops Corporation,
a specialty steel producer, from 1988 to 1992.

Robert S. Reitman Chairman, President, Chief Executive Officer and 1995
Age 63 (3) Director of The Tranzonic Companies, a manufacturer of
paper and plastic products principally for industrial/
institutional use; Director of Key Bank, N.A.

Richard F. Schubert Former President, Bethlehem Steel Corporation, American 1983
Age 60 (3) Red Cross, and The Points of Light Foundation; Former
Deputy Secretary of Labor; Chairman of BioRelease,
Inc., a biotechnology firm; Director of National
Alliance of Business and Management Training
Corporation.
</TABLE>

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<PAGE> 8

<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
- --------------------------- ------------------------------------------------------- --------
<S> <C> <C>
David I.J. Wang Director of U.G.I. Corporation, Amerigas, Inc. and 1992
Age 64 (3) several privately held companies; Chairman of Advisory
Board of George Washington University; Trustee,
Eisenhower Exchange Fellowship; Executive Vice
President and Director of International Paper Co. from
1987 to 1991.

Ronald C. Whitaker President and Chief Executive Officer of Johnson 1995
Age 49 (3) Worldwide Associates, a sporting goods manufacturer
since October 1996; former President and Chief
Executive Officer of EWI, Inc. from 1995 to October
1996; former Chairman, President and Chief Executive
Officer of Colt's Manufacturing Company from 1992 to
1995; President of Wheelabrator Corporation from 1988
to 1992.

CLASS III DIRECTORS: TO CONTINUE IN OFFICE UNTIL 1999

James B. Bruhn Executive Vice President-Commercial of the Company 1990
Age 56 (1) since 1994; Vice President-Tin Mill Products Business
from 1992 to 1994; Vice President-Tin Mill Products
Sales from 1987 to 1992; employee of the Company since
1987.

Craig T. Costello Executive Vice President-Manufacturing of the Company 1996
Age 49 (1) since 1995; Vice President-Operations October 1993 to
1995; General Manager-Operations 1989 to 1993; employee
of the Company since 1966.

Robert J. D'Anniballe, Jr. Partner in Alpert, D'Anniballe & Visnic, attorneys; 1990
Age 40 (2) General Counsel to the ISU.

Mark G. Glyptis President of the ISU since August 1991; employee of the 1991
Age 45 (2) Company since 1973.
</TABLE>

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<PAGE> 9

<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE
- --------------------------- ------------------------------------------------------- --------
<S> <C> <C>
Phillip A. Karber Chairman of the Board of JFK International Air 1992
Age 50 (2) Terminal, New York, New York commencing January 1997;
Corporate Vice President of BDM International, Inc.,
1989 to 1996; previously served as the Strategic
Advisor to the Secretary of Defense, Casper Weinberger;
Director of Embryon Capital, a privately held venture
capital investment firm specializing in Internet
communications located in Bethesda, Maryland; Director,
German American Business Association; Director,
Washington, D.C. Metropolitan Area Y.M.C.A.
</TABLE>

- ---------

(1) Management Director
(2) Union Director
(3) Independent Director
(4) ESOP Director

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of its Audit Committee, has
appointed the firm of Arthur Andersen LLP, independent public accountants, as
auditors of the Company for the fiscal year ending December 31, 1997, subject to
ratification by the stockholders. Such firm has audited the Company's accounts
since 1984. The Company is informed that no member of Arthur Andersen LLP has
any direct or any material indirect financial interest in the Company. It is
expected that representatives of Arthur Andersen LLP will be present at the
Annual Meeting where they will have an opportunity to address the meeting, if
they so desire, and to respond to appropriate questions.

The affirmative majority of the total votes cast at the Annual Meeting will
be sufficient to ratify the appointment of the independent public accountants.

If the appointment of Arthur Andersen LLP is not ratified by the
stockholders, the Audit Committee will reconsider its recommendation.

PROPOSAL TO AMEND ARTICLE FIFTH OF
THE CHARTER TO CHANGE THE AGE
QUALIFICATIONS LIMITATION FOR DIRECTORS

The Board of Directors has adopted and is recommending to stockholders for
their approval an amendment to Article FIFTH of the Charter increasing the age
limitation to 68 for qualification to serve as a director. The current
limitation, adopted in 1994 and contained in Article FIFTH, provides that no
director will be eligible to serve for any term which commences after his or her
65th birthday.

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<PAGE> 10

The proposed change results from the submission of a stockholder proposal
to the Company and subsequent discussions between the proponents of such
proposal and Company representatives. The proponents, from their involvement
with the ESOP Nominating Committee charged with selecting candidates to serve as
ESOP Directors, indicated, particularly in the case of the ESOP Director where
there was a need to obtain experienced candidates with availability of time to
devote to the position, that the age 65 limitation was operating to exclude from
consideration retired or semi-retired individuals who otherwise would have been
qualified for service.

The Board of Directors recognizes that it is important to provide for a
sufficient pool of director talent. However, the Board is also mindful of the
fact that, in recent years, the trend of most large enterprises has been to
establish written policies of retirement ages for directors. Thus, in the 1994
survey of the Fortune 1000 companies conducted by Korn Ferry International, 80%
of the respondents reported that they had a mandatory retirement age for
directors, up from 76% in the prior year. In the European community, director
retirement ages are usually mandated by law.

The Board further believes that the appropriateness of any specific
retirement age depends on the circumstances of the enterprise involved and may
be the fair subject of debate. In the case of the Company, the age chosen in
1994 was intended to allow for long-term service continuity, but also to provide
for planned, orderly succession on the Board. Based on additional review since
that time of retirement ages in effect at other businesses, it appears that a
somewhat later age than that adopted by the Company remains common. As a result,
while the Board continues to believe it is important to maintain an effective
age for retirement from service for directors, the Board has determined it is in
the best interests of the Company and its stockholders to enlarge the potential
pool of candidates by making a small increase in the age from 65 to 68. Because
the Company's Board is divided into three classes with directors serving three
year terms, the current limitation, depending upon a particular director's age,
effectively functions to allow directors to serve until approximately age 68.
Accordingly, in the manner in which the qualification requirement works, if the
proposal is approved, no director will be eligible to serve as a director for a
term of office which commences after the director's 68th birthday. Therefore,
under the proposed amendment to the Charter, depending on a particular
director's age at the conclusion of an expiring term, directors effectively may
remain in office up to approximately age 71.

The proposed Charter amendment has been approved by the Board of Directors
and is being submitted to stockholders with the recommendation of the Board for
its approval at the Annual Meeting. In order for the proposed amendment to be
adopted, it will require for passage the affirmative vote of not less than 80%
of the Company's voting power entitled to vote thereon.

THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

OTHER BUSINESS

The Board of Directors is not aware of any matters to come before the
Annual Meeting other than those stated in this Proxy Statement.

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<PAGE> 11

THE BOARD OF DIRECTORS: COMMITTEES, MEETINGS AND COMPENSATION

AUDIT COMMITTEE

The Board's Audit Committee is currently composed of Messrs. Sturges
(Chairman), Burt, D'Anniballe, Wang and Whitaker. The Audit Committee reviews,
at least annually, the services performed and to be performed by the Company's
independent public accountants and the fees charged for their services, and, in
connection therewith, considers the effect of those fees on the independence of
such accountants. The Audit Committee also discusses with the Company's
independent public accountants and management the Company's accounting policies
and reporting practices, including the impact of alternative accounting
policies. The Audit Committee also reviews with the Company's internal audit
department the scope and results of internal auditing procedures and the
adequacy of accounting and financial systems and internal controls. The Audit
Committee may authorize the Company's independent public accountants to perform
special investigations or supplemental reviews as deemed desirable. The Audit
Committee held three meetings during 1996.

MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE

The Board's Management Development and Compensation Committee is currently
composed of Messrs. Bozic (Chairman), Nowak, Reitman, Schubert and Whitaker. A
report of the Management Development and Compensation Committee concerning its
policies and their applications is set forth in this Proxy Statement under
"Report of the Management Development and Compensation Committee on Executive
Compensation". The Management Development and Compensation Committee held four
meetings in 1996.

NOMINATING COMMITTEE

The Nominating Committee is currently composed of Messrs. Reitman
(Chairman), Glyptis, Nowak, Riederer and Whitaker. The Company's By-Laws provide
for a Nominating Committee of the Board of Directors which identifies and
recommends to the Board of Directors candidates to be nominated as Independent
Directors. The Nominating Committee held one meeting in 1996.

CORPORATE RESPONSIBILITY COMMITTEE

The Corporate Responsibility Committee is currently composed of Messrs.
Schubert (Chairman), Bruhn, Burt, D'Anniballe, Glyptis, Karber, Nowak and
Sturges. The Corporate Responsibility Committee advises management of the
Company concerning matters of public and internal policy with regard to such
matters as governmental and regulatory affairs, safety and health of employees,
charitable contributions and ethics, and recommends, for action by the full
Board, policies concerning such matters where appropriate. The Corporate
Responsibility Committee held three meetings in 1996.

FINANCE AND STRATEGIC PLANNING COMMITTEE

The Finance and Strategic Planning Committee is currently composed of
Messrs. Wang (Chairman), Bozic, Bruhn, Burt, Costello, Glyptis, Karber, Nowak
and Reitman. The Committee

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<PAGE> 12

reviews and confers with management on the following subject matters in the
finance function: (i) the Company's projected financial condition and financial
plans; (ii) the Company's financial policies, including dividend
recommendations; (iii) the management and performance of the Company's employee
benefit funds; and (iv) the Company's policies and practices on financial risk
management.

In the strategic planning area, the Committee assists management in the
development of a viable strategic plan including the following: (i) projections
of the market and competitive environment; (ii) assessment of the Company's core
strengths and weaknesses; (iii) identification of key opportunities and threats;
and (iv) articulation of the Company's long-range direction, including action
plans addressing both the core business and growth opportunities. The Finance
and Strategic Planning Committee held two meetings in 1996.

MEETINGS AND ATTENDANCE

The Board of Directors held six regular meetings in 1996. All directors who
served during 1996 attended at least 75% of the aggregate of the meetings of the
Board of Directors and Board committees occurring while they served in 1996.

DIRECTORS' COMPENSATION

Directors who are not officers or employees of the Company receive an
annual retainer of $15,000, payable monthly, and a meeting fee of $800 for each
meeting of the Board of Directors attended, together with a meeting fee of $700
for each meeting of a committee of the Board of Directors attended. The Chairman
of the Board of Directors serves as a non-executive Chairman, devoting
substantial time to this position and receives an annual retainer of $120,000,
payable quarterly, but does not receive additional fees for attendance at
meetings of the Board or its Committees. Directors who are officers or other
employees of the Company do not receive a retainer or meeting fees. All
directors who are not officers or other employees of the Company are eligible to
participate in the Deferred Compensation Plan for Directors. The Plan permits
participants to defer part or all of their directors' fees for a specified year.
Amounts representing deferred fees are used to purchase shares of the Company's
Common Stock at 90% of the market price of the Common Stock on the first or last
trading day of the year, whichever is lower. The shares are held in trust until
distributed to the respective participants in accordance with their election.

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<PAGE> 13

REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Management Development and Compensation Committee of the Board of
Directors (the "Compensation Committee") is responsible for determining the
compensation of the executives. Set forth below are the factors and criteria
used by the Compensation Committee in establishing that compensation.

Compensation of All Executives. In order to maximize corporate
performance, the Company must be able to attract, motivate and retain persons of
outstanding talent and ability who will make a substantial contribution to the
growth and success of the Company. The Compensation Committee endeavors to reach
this goal by providing executives with competitive programs of salary and
incentive compensation. The Compensation Committee also endeavors to provide an
executive compensation package that recognizes individual contributions as well
as corporate results.

In the Compensation Committee's establishment of the Company's compensation
structure, it reviews in detail the compensation of the individuals whose
compensation is detailed in this Proxy Statement, and sets policies for and
reviews in general the compensation of the officers of the corporation and other
members of senior management covered by performance incentive plans. These
reviews are designed to ensure a consistent application of the compensation
programs for all executives.

The Compensation Committee reviews the total compensation package for the
Company's executives. The total compensation package consists of two basic
elements--annual compensation and long-term incentive compensation. In
establishing the executive compensation package, the Compensation Committee
looks to the competitive marketplace for executive talent, with specific
comparative reference to executives in similar positions in the domestic steel
industry, specifically considering the nine member peer group utilized in the
discussion of "Common Stock Performance" herein, and manufacturing companies
generally. Information regarding corporate compensation levels is provided to
the Compensation Committee by consultants engaged in management compensation and
the Compensation Committee considers recommendations of consultants in
establishing compensation policies. The Compensation Committee seeks to place
executive base salaries initially in the lower to middle range on the
comparative scale of base salaries of executives in comparable positions, with
the Company's performance awards similarly placed. For each executive's total
compensation package, the Compensation Committee intends to provide a level of
compensation that, in a comparison with other companies, is in the middle range
depending upon performance.

Annual Compensation. Base salary of an executive is determined
subjectively, but in comparison with executive salaries as set forth in the
preceding paragraph.

For 1995, the Company utilized a Performance Incentive Plan ("PIP")
including the Named Executive Officers to measure and reward the financial and
individual performance of participants, measured against preestablished goals,
on an annual basis. Incentive payments were paid in cash in the second quarter
of 1996 for 1995 performances and are reflected in the Summary Compensation
Table set forth under "Executive Compensation." Participants in the PIP did not

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<PAGE> 14

participate in the Company-wide Profit Sharing Plan ("Profit Sharing Plan") for
1995. Due mainly to the focus of the PIP on short-term financial goals and the
judgment of the Compensation Committee that a long-term incentive plan was
needed instead, the PIP was not continued in its original form for 1996. Rather,
the Committee has been considering amending the PIP as disclosed under Long-Term
Incentive Compensation below. As a result, if the PIP is not amended and
implemented, annual compensation for executives will depend primarily on salary
and bonus, either pursuant to individual awards or contracts or from the Profit
Sharing Plan. For senior managers who participate in the Company's non-qualified
Supplemental Executive Retirement Plans (the "SERPs"), annual value is received
by participants through payments made to fund retirement benefits and to provide
for the payment of applicable income taxes.

Long-term Incentive Compensation. In order to change the short-term focus
of the PIP, the Compensation Committee has been considering and is in the
process of further developing amendments to the PIP to establish a three year
long-term incentive plan ("LTI Plan"). The LTI Plan would be expected to include
the Chief Executive Officer, the other Named Executive Officers and a number of
other management personnel. The LTI Plan would provide primarily cash-based
remuneration based on achieving a combination of individual and Company-wide
goals over a multi-year period. Annual accruals of benefits would be made from
year to year depending on comparisons with a base period, but, in general, the
vesting and entitlement to benefits would not become due until after a final
measurement period. In order to align the interests of managers participating in
an LTI Plan with other employees in the Profit Sharing Plan, the Committee
anticipates that payments of LTI Plan benefits would be timed in coordination
with payments under the Profit Sharing Plan, such that LTI Plan benefits would
not be paid if Profit Sharing Plan payments were not being paid.

Long-term incentive compensation for Company executives has also consisted
of awards of stock options under the Company's 1987 Stock Option Plan (the "1987
Option Plan"). In 1996, the Compensation Committee granted two officers options
to purchase an aggregate of 47,000 shares of Common Stock at an exercise price
of $2.50 per share, the market price on the date of grant. Stock option awards
are designed to promote stock ownership by executives, encourage them to remain
in the employ of the Company and provide a greater community of interest between
key employees as stockholders and stockholders in general through gains in stock
price over an extended period of time. Shares available for option grants under
the 1987 Option Plan have been substantially exhausted, and the plan is due to
expire in June, 1997. As a result, unless current options lapse without exercise
prior to the expiration of the 1987 Option Plan, or the Company adopts another
option-based plan, the Company will not be able to make option grants in the
near future. Options granted under the 1987 Option Plan will remain outstanding
according to their respective option agreements. Furthermore, the Charter, in
limiting the Company's number of authorized shares of Common Stock, may make it
impractical to adopt a new option-based plan without further action by the
stockholders. The Committee intends to continue to review these and a number of
other option-related issues as part of the long-term compensation element for
remunerating executives.

Compensation of Chief Executive Officer. In November 1995, the Board of
Directors elected Mr. Riederer President and Chief Executive Officer of the
Company. Mr. Riederer entered into an

11
<PAGE> 15

employment agreement with the Company providing for the following significant
items: (i) an annual base compensation of $375,000; (ii) a severance payment of
two times the base compensation in the event that his employment agreement is
terminated by the Company without cause or in the event of a change in control
in the Board of Directors of the Company; (iii) his continued participation in
any incentive plan; (iv) his receipt of life insurance benefits in excess of
those provided pursuant to the Company's basic program of insurance for its
employees; and (v) receipt of contributions to the SERPs in excess of those
provided to other participants in those Plans.

MANAGEMENT DEVELOPMENT AND
COMPENSATION COMMITTEE
Michael Bozic, Chairman
Joseph J. Nowak
Robert S. Reitman
Richard F. Schubert
Ronald C. Whitaker

COMMON STOCK PERFORMANCE

The following graph compares the cumulative return of an assumed investment
of $100 in the Company's Common Stock over the periods presented with the
cumulative return on an equal investment over the same periods in a market
capitalization weighted index comprising the Company's peer group. This group of
companies is composed of the other nine companies that, when combined with the
Company, represent (in terms of net tonnage shipped) the ten largest, publicly
traded domestic integrated steelmakers, namely: U.S. Steel Group of USX
Corporation, Bethlehem Steel Corporation, LTV Corporation, National Steel
Corporation, Inland Steel Industries, Inc., AK Steel Holding Corporation, Rouge
Steel Company, WHX Corporation and Geneva Steel Company. The calculated return
assumes the reinvestment of all dividends. The data used to construct the peer
group includes the performance of National Steel Corporation and LTV Corporation
since 1993, and AK Steel Holding Corporation and Rouge Steel Company since 1994,
as public trading did not commence in the common stocks of these

12
<PAGE> 16

companies in their current forms until such respective dates. The graph also
compares an equal investment over the same periods in the S&P 500.

<TABLE>
<CAPTION>
Measurement Period Weirton Steel
(Fiscal Year Covered) Corporation S&P 500 Peer Group
<S> <C> <C> <C>
1991 100.00 100.00 100.00
1992 107.14 107.62 113.55
1993 182.14 118.46 149.66
1994 257.14 120.03 144.92
1995 117.86 165.13 121.23
1996 100.00 203.05 107.81
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 24, 1997, the only persons
(including any group of persons) who, to the knowledge of the Company, may be
deemed to be the beneficial owners of more than 5% of the Company's Common or
Convertible Preferred Stock as of that date. A beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has the power to vote or
direct

13
<PAGE> 17

the voting or who has investment power over the security, which includes the
power to dispose of or direct the disposition of the security.

<TABLE>
<CAPTION>
COMMON STOCK
--------------------------
PERCENT
SHARE OF
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT CLASS
- -------------------------------------------------------------- ---------- -------
<S> <C> <C>
United National Bank, as Trustee under the 1984 ESOP 10,930,906(1) 25.8%
1501 Market Street, Wheeling, WV 26003
</TABLE>

<TABLE>
<CAPTION>
CONVERTIBLE PREFERRED
STOCK
-------------------------
PERCENT
SHARE OF
NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT CLASS
- --------------------------------------------------------------- --------- -------
<S> <C> <C>
United National Bank, as Trustee under the 1989 ESOP 1,742,784(2) 96.8%
1501 Market Street, Wheeling, WV 26003
</TABLE>

- ---------

(1) All shares have been allocated to the accounts of participants in the 1984
ESOP consisting of approximately 6,781 employees and former employees of the
Company. Participants generally have full voting but limited dispositive
power over securities allocated to their accounts.

(2) Includes 1,290,317 shares allocated to the accounts of participants in the
1989 ESOP consisting of approximately 7,502 employees and former employees
of the Company. Participants generally have full voting but limited
dispositive power over securities allocated to their accounts.

The following table sets forth, as of March 24, 1997, the total number of
shares of Company Common Stock owned beneficially by each nominee for director,
director, the Named Executive Officers (as hereinafter defined) and all
directors and officers of the Company as a group. Included are those shares of
Common Stock, if any, allocated under the 1984 ESOP. The table also sets forth
the number of shares of Convertible Preferred Stock, if any, allocated under the
1989 ESOP through the latest allocation date (December 31, 1996), and the
percentage of outstanding Common and Convertible Preferred Stock represented
thereby. Unless otherwise indicated, and except for shares allocated to the
accounts of employees under the terms of the

14
<PAGE> 18

1984 ESOP and 1989 ESOP, each beneficial owner has full voting and investment
power over the shares shown in the table.

<TABLE>
<CAPTION>
CONVERTIBLE PREFERRED
COMMON STOCK STOCK
------------------------- ------------------------
SHARE % OF SHARE % OF
AMOUNT CLASS(1) AMOUNT CLASS(1)
------- ---------- ------ ----------
<S> <C> <C> <C> <C>
Michael Bozic......................... 12,357 -- -- --
James B. Bruhn........................ 25,518 (3) * 784 *
Richard R. Burt....................... 1,234 (2) -- -- --
Craig T. Costello..................... 30,171 (3) * 597 *
Robert J.D'Anniballe, Jr.............. -- -- -- --
Earl E. Davis......................... 26,678 (3) * 434 *
Mark G. Glyptis....................... 2,265 * 305 *
Phillip A. Karber..................... -- -- -- --
Joseph J. Nowak....................... 1,000 -- -- --
Robert S. Reitman..................... 14,266 (2) -- -- --
Richard K. Riederer................... 94,774 (3) * 808 *
David L. Robertson.................... 21,300 (3) * 32 *
Richard F. Schubert................... 1,300 * -- --
Thomas R. Sturges..................... 27,211 (2) * -- --
David I.J. Wang....................... 48,275 (2) * -- --
Ronald C. Whitaker.................... 14,154 (2) * -- --
All directors and executives as a
group (22 persons).................. 419,974(4) * 5,344 *
</TABLE>

- ---------

(1) An asterisk in this column indicates ownership of less than 1%.

(2) Includes 1,234, 14,266, 19,827, 38,275 and 12,154 shares credited to the
accounts of Messrs. Burt, Reitman, Sturges, Wang and Whitaker, respectively,
under the Deferred Compensation Plan for Directors, over which shares the
named individuals do not exercise voting and/or investment power until
distribution.

(3) Includes shares subject to options currently exercisable: Messrs. Bruhn
11,666, Costello 11,666, Davis 4,666, Riederer 59,999, and Robertson 11,000.

(4) Includes 122,661 shares subject to options currently exercisable.

15
<PAGE> 19

EXECUTIVE COMPENSATION

The following table sets forth information for each of the Company's last
three fiscal years, summarizing the compensation paid to the Company's Chief
Executive Officer during 1996 and each of the Company's next four most highly
compensated executive officers (collectively, the "Named Executive Officers")
who were serving as such at the end of the Company's last completed fiscal year.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------
ANNUAL COMPENSATION AWARDS
----------------------------------------------------------
OTHER ANNUAL ALL OTHER
SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(2) OPTION/SARS (#) ($)(3)
- ---------------------------- ---- -------- -------- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard K. Riederer 1996 $375,000 $ -- $464,507 -- $317
President, Chief 1995 261,882 273,810 88,311 55,000 433
Executive Officer & Chief 1994 205,000 4,688 21,464 35,000 918
Operating Officer
James B. Bruhn 1996 $206,900 $ -- $ 60,923 -- $317
Executive Vice 1995 198,453 96,025 91,716 -- 433
President-Commercial 1994 190,000 4,519 23,114 35,000 918
Craig T. Costello 1996 $198,000 $ -- $191,204 -- $317
Executive Vice President 1995 189,000 96,025 21,133 -- 433
Manufacturing 1994 150,838 4,907 26,418 35,000 918
David L. Robertson* 1996 $157,857 $ 25,000 $188,723 33,000 $104
Executive Vice President 1995 -- -- -- -- --
Human Resources and 1994 -- -- -- -- --
Law
Earl E. Davis 1996 $168,750 $ -- $ 40,009 -- $317
Vice President, Chief 1995 123,785 85,356 9,204 -- 371
Financial Officer & 1994 92,564 3,744 14,384 14,000 567
Treasurer
</TABLE>

- ---------

* Mr. Robertson began employment with the Company in March 1996.

(1) In the second quarter of 1996, Messrs. Riederer, Bruhn, Costello, and Davis
received sums pursuant to the Performance Incentive Plan for the year 1995.
Messrs. Riederer, Bruhn, Costello, and Davis received the 1994 sums pursuant
to the Company's Profit Sharing Plan. Mr. Robertson received the sum
indicated pursuant to the terms of an employment agreement.

(2) Under the terms of the Company's Supplemental Executive Retirement Plan (the
"SERP"), the Company paid income taxes associated with contributions made to
trusts established under the SERP on behalf of Messrs. Riederer, Bruhn,
Costello and Davis in the amounts of $21,464, $23,114, $26,418 and $14,384,
respectively for 1994; and on behalf of Messrs. Riederer, Bruhn, Costello
and Davis in the amounts of $88,311, $91,716, $21,133, and $9,204,
respectively for 1995; and on behalf of Messrs. Riederer, Bruhn, Costello,
Robertson and Davis in the amounts of $464,507, $60,923, $191,204, $188,723,
and $40,009, respectively for 1996. The amount of a SERP contribution, and
the related tax payment in the case of any individual is determined by
various factors including: age, compensation, years of service with the
Company and anticipated retirement benefit from the Company's qualified
pension plans. Accordingly, the Company's expenses to establish and maintain
the SERPs have been greatest in their initial three years, as funding for

16
<PAGE> 20

benefits has commenced. The Company anticipates significantly reduced costs
in its expenses to maintain the SERPs over the next several years as
participants' benefits become funded to the levels required by the plans.
Aggregate amounts of perquisites and other personal benefits that are the
lesser of $50,000 or 10% of each of the respective Named Executive Officer's
combined salary and bonuses, have been omitted.

(3) Amounts reported represent contributions made by the Company on behalf of
the Named Executive Officers pursuant to the terms of the 1989 ESOP.

1996 STOCK OPTION GRANTS

The following table sets forth information about options granted during
1996 to the Named Executive Officers. No stock appreciation rights ("SARs") were
granted to any of the Named Executive Officers.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------------------
NUMBER OF
OPTIONS % OF TOTAL EXERCISE GRANT DATE
GRANTED IN OPTIONS GRANTED PRICE PER EXPIRATION PRESENT
NAME 1996 (1) TO EMPLOYEES SHARE(2) DATE VALUE(3)
- ------------------- --------------------- -------------------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
R.K. Riederer -- -- -- -- --
J.B. Bruhn -- -- -- --
C.T. Costello -- -- -- -- --
D.L. Robertson 33,000 50.8% $ 2.50 10/31/2006 $ 49,830
E.E. Davis -- -- -- -- --
</TABLE>

- ---------

(1) Options for 33,000 shares granted to Mr. Robertson on October 1, 1996 became
exercisable in three equal annual installments commencing with October 1,
1996.

(2) The exercise price was determined using the average of the high and low
selling price of the Company's Common Stock on the date of the grant, in
accordance with the terms of the Company's 1987 Stock Option Plan.

(3) The Company used the Black-Scholes Option Valuation Model to determine the
grant date present value of the options. The Company does not advocate or
necessarily agree that the Black-Scholes Model properly reflects the value
of an option. The assumptions used in calculating the option value are as
follows: A risk-free interest rate of 6.6% for those options granted on
October 1, 1996; a dividend yield of 0%, the yield at the conclusion of the
most recently completed fiscal year; volatility of 0.509, calculated using
daily stock returns for the twelve-month period preceding the option award;
a stock price at date of grant of $2.50; and a ten-year term. No adjustments
were made for forfeitures or vesting restrictions on exercise. The value of
an option on the Company's Common Stock under the Black-Scholes model
valuation applying the preceding assumptions was $1.51.

OPTION EXERCISES/OUTSTANDING OPTIONS AND YEAR-END VALUES

The following table sets forth information regarding the exercise of stock
options during 1996 and the unexercised options held as of the end of the 1996
fiscal year by the Named Executive Officers. No options/SARs were exercised by
any of the Named Executive Officers.

17
<PAGE> 21

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
TOTAL VALUE OF
SHARES
NUMBER OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
UNDERLYING FISCAL YEAR END FISCAL YEAR-END
OPTIONS/SARS TOTAL VALUE (#) EXERCISABLE/ ($) EXERCISABLE/
NAME EXERCISED REALIZED($) UNEXERCISABLE(1) UNEXERCISABLE(2)
- ------------------- ------------ ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
R.K. Riederer -- -- 59,999/60,001 -0-/-0-
J.B. Bruhn -- -- 11,666/23,334 -0-/-0-
C.T. Costello -- -- 11,666/23,334 -0-/-0-
D.L. Robertson -- -- 11,000/22,000 $11,000/22,000
E.E. Davis -- -- 4,666/9,334 -0-/-0-
</TABLE>

- ---------

(1) Options were granted to Mr. Riederer on the commencement of his employment
with the Company in 1989; the options are currently exercisable at a price
of $8.33 per share.

(2) The "Value of Unexercised In-the-Money Options at Fiscal Year End" is equal
to the difference between the closing price ($3.50 per share) of the
Company's Common Stock on the New York Stock Exchange on its last trading
day in 1996 (December 31, 1996) and the exercise price ($2.50 for the shares
granted in 1996, $8.88 and $4.375 for the shares granted in 1995, $8.69 for
the shares granted in 1994 and $8.33 for previously granted shares), times
the number of shares underlying the options.

EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVES

Mr. Riederer, President, Chief Executive Officer and Chief Operating
Officer and a director, has an employment agreement with the Company providing a
base salary of $375,000. The agreement also provides for supplemental disability
income and supplemental life insurance. The agreement may be terminated by the
Company or by the employee. For a further description of the employment
agreement of Mr. Riederer, see "Management Development and Compensation
Committee Report on Executive Compensation", herein.

Messrs. Bruhn, Costello and Davis have employment agreements with the
Company which require the Company to pay 18 months compensation if such
agreements are terminated by the Company without cause as follows: 12 months in
one lump sum payable within 10 days following termination and six months in six
monthly installments beginning in the 13th month following termination. Mr.
Robertson has an employment agreement with the Company which requires the
Company to pay 24 months compensation in a lump sum if such agreement is
terminated by the Company without cause.

18
<PAGE> 22

PENSION PLAN

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------
FINAL AVERAGE EARNINGS 15 20 25 30 35
- ------------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000...................... $ 61,875 $ 68,750 $ 68,750 $ 68,750 $ 74,375
150,000...................... 74,250 82,500 82,500 82,500 89,250
200,000...................... 99,000 110,000 110,000 110,000 119,000
250,000...................... 123,750 137,500 137,500 137,500 148,750
300,000...................... 148,500 165,000 165,000 165,000 178,500
400,000...................... 198,000 220,000 220,000 220,000 238,000
500,000...................... 247,500 275,000 275,000 275,000 297,500
</TABLE>

The figures in the Pension Table reflect the sum of annual benefits from
the qualified pension plan plus expected annual benefits from the non-qualified
SERPs (both administered by the Company), payable for life following assumed
retirement at age 62. The SERPs are "target benefit" plans under which the
Company contributes to separate trusts actuarially determined amounts which are
calculated to produce the defined target annual benefit at age 62. Under both
the qualified pension plan and the SERPs, the amount of pension is based upon
the employee's average earnings (average of the highest five years of the last
fifteen years). For those participating in a SERP, expected benefits are based
on earnings defined as annual cash compensation (as reported in the Salary and
Bonus columns of the Summary Compensation Table) and pension service credited
under the SERPs. The benefits reflected in the Pension Table include maximum
total benefits, under all plans, of 55% of final average earnings upon
attainment of 16 2/3 years of pension service. Under a contract between the
Company and Mr. Riederer, his maximum total benefit is 70% of final average
earnings at age 62 and attainment of 10 years of service. For the Named
Executive Officers, pension service as of December 31, 1996 for the purpose of
calculating retirement benefits under the SERPs was as follows: Mr. Riederer:
7.92 years; Mr. Bruhn: 9.50 years; Mr. Costello: 30.92 years; Mr. Robertson:
8.25 years; and Mr. Davis: 26.58 years. Under a contract with the Company, Mr.
Robertson, who had prior pension service with the Company, was entitled to an
additional five years of benefit service under the SERPs upon commencement of
employment.

19
<PAGE> 23

DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

Stockholders' proposals to be included in the Company's proxy statement for
the 1998 Annual Meeting of Stockholders must be received by the Company at its
executive offices located at 400 Three Springs Drive, Weirton, West Virginia
26062 no later than December 31, 1997.

Suggestions for nominees for Independent Directors may be made, not less
than sixty (60) days prior to the Annual or Special Meeting at which an election
for directors is to occur, by any stockholder in writing addressed to the
Nominating Committee, in care of the Secretary of the Company.

By Order of the Board of Directors,
Richard K. Riederer,

President and Chief
Executive Officer
Weirton, West Virginia
April 18, 1997

CONFORMED COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1996 MAY BE OBTAINED WITHOUT CHARGE BY ANY STOCKHOLDER TO
WHOM THIS PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO THE DIRECTOR OF
INVESTOR RELATIONS, WEIRTON STEEL CORPORATION, 400 THREE SPRINGS DRIVE, WEIRTON,
WEST VIRGINIA 26062.

20
<PAGE> 24
PROXY COMMON STOCK

WEIRTON STEEL CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1997

The undersigned stockholder of WEIRTON STEEL CORPORATION hereby
appoints Richard R. Burt, Richard K. Riederer and William R. Kiefer, and each
or any one of them, as the true and lawful attorneys, agents and proxies of the
undersigned with full power of substitution and resubstitution for and in the
name of the undersigned, to vote as set forth below all shares of Common Stock,
par value $.01 per share, of WEIRTON STEEL CORPORATION which the undersigned
may be entitled to vote at the Annual Meeting of Stockholders to be held on May
21, 1997 at the St. John Arena, 3151 Johnson Road, Steubenville, Ohio, and at
any and all adjournments or postponements thereof, with all powers which the
undersigned would possess if personally present.

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

- --------------------------------------------------------------------------------

WEIRTON STEEL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
I. DIRECTORS: FOR all persons WITHHOLD III. PROPOSAL
Class I: Michael Bozic, Richard listed above AUTHORITY To amend Article FIFTH
R. Burt, Richard K. Riederer and (except to vote of the Company's Restated
Thomas R. Sturges. as specified) for all persons Certificate of Incorporation
[ ] [ ] to change the qualification
_____________________________________ requirements for service as
Instruction: To withhold authority to a director. For Against Abstain
vote for any person, write the name [ ] [ ] [ ]
of such person on the line above.
IV. OTHER MATTERS
II. AUDITORS For Against Abstain Considering and acting upon
Ratification of the appointment any other matters which may
of Arthur Anderson LLP as the [ ] [ ] [ ] properly come before the
Company's independent accountants meeting or any adjournment
for the fiscal year ending thereof.
December 31, 1997.
If this card is properly executed and dated, shares
will be voted in the manner directed herein by the
undersigned.

If no direction is specified, all shares covered by
this proxy will be voted FOR Proposal I, Proposal II,
and Proposal III.

Sign exactly as name(s) appear hereon. Important: When signing as attorney, Dated: ______________________________________
executor, administrator, trustee, guardian, or corporate officer, please _____________________________________________
give your full title as such. For joint accounts, all co-owners must sign. Signature of Stockholder
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY IN THE ENVELOPE PROVIDED. _____________________________________________
Signature of Stockholder
</TABLE>

<PAGE> 25
PROXY PREFERRED STOCK

WEIRTON STEEL CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1997

The undersigned stockholder of WEIRTON STEEL CORPORATION hereby appoints
Richard R. Burt, Richard K. Riederer and William R. Kiefer, and each or any one
of them, as the true and lawful attorneys, agents and proxies of the undersigned
with full power of substitution and resubstitution for and in the name of the
undersigned, to vote as set forth below all shares of Convertible Voting
Preferred Stock, Series A, par value $.10 per share, of WEIRTON STEEL
CORPORATION which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders to be held on May 21, 1997 at the St. John Arena, 3151 Johnson
Road, Steubenville, Ohio, and at any and all adjournments or postponements
thereof, with all powers which the undersigned would possess if personally
present.

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

- --------------------------------------------------------------------------------

If no direction is specified, all shares covered by
this proxy will be voted FOR Proposal I, Proposal II,
and Proposal III.

WEIRTON STEEL CORPORATION
1984 AND 1989 EMPLOYEE STOCK OWNERSHIP PLANS
DISCLOSURE SUPPLEMENT

This Disclosure Supplement (the "Supplement") is being furnished to
participants in the 1984 Employee Stock Ownership Plan (the "1984 ESOP") and
1989 Employee Stock Ownership Plan (the "1989 ESOP", collectively the "ESOPs")
sponsored by Weirton Steel Corporation (the "Company"). This Supplement
accompanies the Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated April 18, 1997 (the "Company Proxy Materials") for an Annual
Meeting of Stockholders scheduled to be held on May 21, 1997 (the "Annual
Meeting"). Participants in the ESOPs are urged to read this Supplement together
with the Company Proxy Materials prior to completing and returning the
Confidential Participant Instruction Form ("Instruction Form") which is
enclosed.

PURPOSE OF SUPPLEMENT

This Supplement describes the method to be used by participants in the
ESOPs in completing their Instruction Forms, and the tabulation of the
Instruction Forms submitted by ESOP participants. As disclosed in the Company
Proxy Materials, the stockholders of the Company are voting on the election of
four Directors to be elected to the Board of Directors, the ratification of the
appointment of the Company's independent accountants and an amendment to the
Company's Restated Certificate of Incorporation relating to the qualifications
of directors. ESOP participants may vote on these issues, but may only do so by
completing the Instruction Form. In past years, questions have been asked by
participants in the ESOPs concerning the completion of the Instruction form, and
the tabulation of votes. This Supplement is intended to address the most
frequently asked questions.

OUTSTANDING VOTING STOCK

Only holders of record of the Company's Common Stock, par value $.01 per
share (the "Common Stock") and Convertible Voting Preferred Stock, Series A, par
value $.10 per share (the "Convertible Preferred Stock") at the close of
business on March 24, 1997 are entitled to vote on matters to be presented at
the Annual Meeting. On March 24, 1997, 42,760,202 shares of Common Stock and
1,742,784 shares of Convertible Preferred Stock were outstanding and entitled to
vote. Each share of Convertible Preferred Stock is entitled to ten votes and
each share of Common Stock is entitled to one vote.

All Common Stock and all Convertible Preferred Stock held in the ESOPs will
be voted by the holder of record, United National Bank--North (the "ESOP
Trustee,") as directed by participants and in accordance with the terms of the
applicable ESOP. As of March 24, 1997 there were 10,930,906 shares of Common
Stock and 1,742,784 shares of Convertible Preferred Stock entitled to be voted
by the ESOP Trustee. The ESOP Trustee will vote all of these shares representing
28,358,746 votes at the Annual Meeting.
<PAGE> 27

ESOP VOTING PROCEDURES

Participants in the ESOPs are also receiving Company Proxy Materials
distributed to public stockholders and will find enclosed an Instruction Form
for use in instructing the ESOP Trustee how to vote their shares.

The enclosed Instruction Form provides the means for participants in the
ESOPs to vote on the same issues to be presented to stockholders of record at
the Annual Meeting. The shares represented by the Instruction Forms will be
voted by the ESOP Trustee in the manner specifically indicated by ESOP
participants. Instruction Forms returned with no specific voting instructions,
without signature or undated, will result in the related shares being voted by
the ESOP Trustee as uninstructed shares. The Instruction Form may be changed or
revoked only by a later dated and properly signed Instruction Form received by
the ESOP Trustee prior to completion of the ESOP Trustee's tabulation of votes
to be cast at the Annual Meeting. Since the ESOP Trustee is the only holder of
record of voting stock owned by the ESOPs, only it can cast a ballot at the
Annual Meeting on behalf of ESOP participants. The Instruction Form indicates
when a later dated form must be received to replace a prior form. A participant
may vote in person only to the extent the participant has withdrawn shares from
the ESOPs and become a public stockholder of record or beneficial owner (such as
through a brokerage account) as of March 24, 1997.

All Common Stock held in the 1984 ESOP has been allocated. Common Stock in
the 1984 ESOP for which no voting instructions are received and Convertible
Preferred Stock in the 1989 ESOP which has not yet been allocated to the
accounts of participants or for which no voting instructions are received also
will be voted by the ESOP Trustee, all in accordance with the terms of the
applicable ESOP.

ESOP VOTE TABULATION

The ESOP Trustee has retained the firm of Ellen Philip and Associates to
tabulate the Instruction Forms. The Instruction Forms are confidential and no
person not associated with Ellen Philip and Associates, or the ESOP Trustee, has
access to any participant's Instruction Form or information as to how a
participant instructed the ESOP Trustee to vote.

METHOD OF CALCULATING ESOP VOTES

The matters to be voted on at the Annual Meeting will be voted by the ESOP
Trustee on the "account balance" method. This gives specific effect to the
shares owned and voted by each participant who properly returns an Instruction
Form. On each issue involving voting by the account balance method, the
Instruction Forms voting "FOR" and "AGAINST" are tabulated and the votes
resulting therefrom are cast. Once this is accomplished, percentages of shares
instructed "FOR" AND "AGAINST" are determined, and this percentage is applied to
all unallocated or uninstructed shares voted by the ESOP Trustee. Instruction
Forms which are not returned, or which are returned without a proper indication
as to "FOR" or "AGAINST" are treated as "uninstructed" shares.
<PAGE> 28

For example, a participant who has 1,000 shares of Common Stock (one vote
per share) and 100 shares of Convertible Preferred Stock (ten votes per share)
can instruct the ESOP Trustee as to voting shares with a total of 2,000 votes.
If the participant does not return the Instruction Form, or returns it signed
and dated but without instructions, the ESOP Trustee will vote that
participant's shares on the basis of instructions received from all other
participants. For example, if all other participants (tabulated separately in
each ESOP) who voted on an issue voted 60% FOR and 40% AGAINST, the ESOP Trustee
would vote 1,200 votes FOR and 800 votes AGAINST the issue, in the case of the
hypothetical participant.

This Supplement has been prepared jointly by the Company and the ESOP
Administrative Committee under the ESOPs.

WEIRTON STEEL CORPORATION
AND
ESOP ADMINISTRATIVE COMMITTEE

Weirton, West Virginia
April 18, 1997
<PAGE> 29

(front)
COMMON STOCK WEIRTON STEEL CORPORATION CONVERTIBLE VOTING
1984 and 1989 Employee Stock PREFERRED STOCK
Ownership Plans

CONFIDENTIAL PARTICIPANT INSTRUCTION FORM
for
Annual Meeting of Stockholders, May 21, 1997

To United National Bank, as Trustee:

The undersigned participant in the WEIRTON STEEL CORPORATION 1984 and/or
1989 Employee Stock ownership Plans (the "ESOPs") hereby instructs you to vote,
in person or by proxy, all shares of Common Stock, par value $.01 per share,
and Convertible Voting Preferred Stock, Series A, par value $.10 per share, if
any, allocated to the undersigned's accounts which you are entitled to vote at
the Annual Meeting of Stockholders to be held on May 21, 1997, at the St. John
Arena, 3151 Johnson Road, Steubenville, Ohio, and at any and all adjournments
or postponements thereof.

(back)
I. DIRECTORS: Class I: Michael Bozic, Richard R. Burt, Richard K. Riederer and
Thomas R. Sturges.

[ ] FOR all persons listed above [ ] WITHHOLD AUTHORITY
(except as specified) to vote for all persons

- --------------------------------------------------------------------------------
Instruction: To withhold authority to vote for any person, write the name of
such person on the line above.

II. AUDITORS
Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending December 31, 1997.

[ ] FOR [ ] AGAINST

III. PROPOSAL
To amend Article FIFTH of the Company's Restated Certificate of
Incorporation to change the qualification requirements for service as a
director.

[ ] FOR [ ] AGAINST

IV. OTHER MATTERS
Considering and acting upon any other matters which may
properly come before the meeting or any adjournment thereof.

If this card is properly executed and dated, shares will be voted as
instructed shares in accordance with the above directions. If no direction is
specified, all shares covered by this form will be considered uninstructed
shares to be voted in the same FOR and AGAINST proportion as are directed by
all other ESOP Participants.

Signature ____________________ Date __________

Sign exactly as name(s) appear hereon. Important:

When signing as attorney, executor,
administrator, trustee, guardian, or
corporate officer, please give your full
title as such. For joint accounts, all
co-owners must sign.

TO BE INCLUDED IN THE TRUSTEE'S CALCULATION, THIS FORM MUST BE RECEIVED BY 5:00
PM, MAY 19, 1997.