SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         WHEELING-PITTSBURGH CORPORATION
 
    Incorporated pursuant to a Certificate of Incorporation initially filed
     with the Secretary of State of the State of Delaware on June 27, 1920
                    Under the Name Wheeling Steel Corporation
 
      Wheeling-Pittsburgh Corporation, a Delaware corporation, hereby certifies
that this Second Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 228, 242, and 245 of the
General Corporation Law of the State of Delaware (the "DGCL"), and notice
thereof has been given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware:
 
      FIRST: The name of the Corporation is Wheeling-Pittsburgh Corporation.
 
      SECOND: The address of the Corporation's registered offices in the State
of Delaware is 1209 Orange Street, Corporation Trust Center, in the city of
Wilmington, County of New Castle, 19801. The name and address of the
Corporation's registered agent at such address is The Corporation Trust Company.
 
      THIRD: The nature of the business and purposes to be conducted or promoted
by the Corporation are as follows:
 
      To engage in any manufacturing, construction, mercantile, selling,
      management, service or other business, operation or activity, and to
      promote any activity which may be lawfully carried on by a corporation
      organized under the DGCL, whether or not related to the foregoing, and to
      have and exercise all of the powers conferred by the laws of the State of
      Delaware upon corporations incorporated or organized under the DGCL.
 
      FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 100,000,000 shares, consisting
solely of:
 
      80,000,000 shares of common stock, par value $.01 per share ("Common
      Stock"); and
 
      20,000,000 shares of preferred stock, par value $.001 per share
      ("Preferred Stock").
 
      The Corporation shall not issue any nonvoting equity securities to the
extent prohibited by section 1123 of title 11 of the United States Code (the
"Bankruptcy Code") as
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in effect on the effective date of the Plan of Reorganization approved in
connection with Case Nos. 00-43394 to 00-43402, jointly administered in the
United States Bankruptcy Court, Northern District of Ohio (the "Plan of
Reorganization"); provided, however, that this paragraph (a) will have no
further force and effect beyond that required under section 1123 of the
Bankruptcy Code, (b) will have such force and effect, if any, only for so long
as such section of the Bankruptcy Code is in effect and applicable to the
Corporation, and (c) in all events may be amended or eliminated in accordance
with such applicable law as from time to time may be in effect.
 
      The following is a statement of the powers, designations, preferences,
privileges, and relative rights in respect of each class of capital stock of the
Corporation.
 
      A. COMMON STOCK.
 
      1. General. The voting, dividend and liquidation rights of the holders of
Common Stock are subject to and qualified by the rights of the holders of
Preferred Stock.
 
      2. Voting. Except as provided herein, the holders of Common Stock are
entitled to one vote for each share held at all meetings of stockholders (and
written actions in lieu of meetings). There shall be no cumulative voting.
 
      3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor if, as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding shares of Preferred Stock.
 
      4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding shares
of Preferred Stock.
 
      B. PREFERRED STOCK.
 
      Shares of Preferred Stock may be issued from time to time in one or more
series, each of such series to have such powers, designations, preferences, and
relative, participating, optional, or other special rights, if any, and such
qualifications and restrictions, if any, of such preferences and rights, as are
stated or expressed in the resolution or resolutions of the Board of Directors
providing for such series of Preferred Stock. Different series of Preferred
Stock shall not be construed to constitute different classes of shares for the
purposes of voting by classes unless expressly so provided in such resolution or
resolutions.
 
      Authority is hereby granted to the Board of Directors from time to time to
issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions to determine and fix
the powers, designations, preferences, and relative, participating, optional, or
other special rights, if any, and the qualifications and
 
 
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restrictions, if any, of such preferences and rights, including without
limitation dividend rights, conversion rights, voting rights (if any),
redemption privileges, and liquidation preferences, of such series of Preferred
Stock (which need not be uniform among series), all to the fullest extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolution or resolutions providing for the
creation or issuance of any series of Preferred Stock may provide that such
series shall be superior to, rank equally with, or be junior to the Preferred
Stock of any other series, all to the fullest extent permitted by law. No
resolution, vote, or consent of the holders of the capital stock of the
Corporation shall be required in connection with the creation or issuance of any
shares of any series of Preferred Stock authorized by and complying with the
conditions of this Second Amended and Restated Certificate of Incorporation, the
right to any such resolution, vote, or consent being expressly waived by all
present and future holders of the capital stock of the Corporation.
Notwithstanding the foregoing, no class or series of Preferred Stock shall be
authorized for issuance in connection with the adoption by the Corporation of
what is commonly known as a "poison pill" plan or any similar shareholders
rights plan unless such plan is first approved (a) by at least a majority of all
of the members of the Board of Directors and by the holders of the voting stock
of the Corporation or (b) by at least two-thirds (2/3rds) of all of the members
of the Board of Directors.
 
      Any resolution or resolutions adopted by the Board of Directors pursuant
to the authority vested in them by this Article Fourth shall be set forth in a
certificate of designation along with the number of shares of stock of such
series as to which the resolution or resolutions shall apply and such
certificate shall be executed, acknowledged, filed, recorded, and shall become
effective, in accordance with Section 103 of the General Corporation Law of the
State of Delaware. Unless otherwise provided in any such resolution or
resolutions, the number of shares of stock of any such series to which such
resolution or resolutions apply may be increased (but not above the total number
of authorized shares of the class) or decreased (but not below the number of
shares thereof then outstanding) by a certificate likewise executed,
acknowledged, filed and recorded, setting forth a statement that a specified
increase or decrease therein has been authorized and directed by a resolution or
resolutions likewise adopted by the Board of Directors. In case the number of
such shares shall be decreased, the number of shares so specified in the
certificate shall resume the status which they had prior to the adoption of the
first resolution or resolutions. When no shares of any such class or series are
outstanding, either because none were issued or because none remain outstanding,
a certificate setting forth a resolution or resolutions adopted by the Board of
Directors that none of the authorized shares of such class or series are
outstanding, and that none will be issued subject to the certificate of
designations previously filed with respect to such class or series, may be
executed, acknowledged, filed and recorded in the same manner as previously
described and it shall have the effect of eliminating from the certificate of
incorporation all matters set forth in the certificate of designations with
respect to such class or series of stock. If no shares of any such class or
series established by a resolution or resolutions adopted by the Board of
Directors have been issued, the voting powers, designations, preferences and
relative, participating, optional or other rights, if any, with the
qualifications, limitations or
 
 
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restrictions thereof, may be amended by a resolution or resolutions adopted by
the Board of Directors. In the event of any such amendment, a certificate which
(i) states that no shares of such class or series have been issued, (ii) sets
forth the copy of the amending resolution or resolutions and (iii) if the
designation of such class or series is being changed, indicates the original
designation and the new designation, shall be executed, acknowledged, filed,
recorded, and shall become effective, in accordance with Section 103 of the
General Corporation Law of the State of Delaware.
 
      FIFTH: This provision is inserted for the management of the business and
for the conduct of the affairs of the Corporation and for defining and
regulating the powers of the Corporation and its directors and is in furtherance
and not in limitation of the powers conferred upon the Corporation by statute.
The Board of Directors shall have the power and authority: (i) to adopt, amend
or repeal By-Laws of the Corporation, subject only to such limitations, if any,
as may be from time to time imposed by other provisions of this Certificate, by
law, or by the By-Laws; and (ii) to the full extent permitted or not prohibited
by law, and without the consent of or other action by the stockholders, to
authorize or create mortgages, pledges or other liens or encumbrances upon any
or all of the assets, real, personal or mixed, and franchises of the
Corporation, including after-acquired property, and to exercise all of the
powers of the Corporation in connection therewith.
 
      SIXTH: No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Sixth shall not eliminate or limit the liability of
a director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
Title 8 of the Delaware Code, or (iv) for any transactions from which the
director derived an improper personal benefit. No amendment to or repeal of this
Article Sixth shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.
 
      SEVENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of Delaware, as amended from time to time,
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was, or has agreed to become, a director or officer of the Corporation, or
is or was serving, or has agreed to serve, at the request of the Corporation, as
a director, officer or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan), or by reason of any action alleged to have been
taken or omitted in such capacity, against all expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom.
 
 
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      Indemnification may include payment by the Corporation of expenses in
defending an action or proceeding in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by the person indemnified to
repay such payment if it is ultimately determined that such person is not
entitled to indemnification under this Article Seventh, which undertaking may be
accepted without reference to the financial ability of such person to make such
repayment.
 
      The Corporation shall not indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person unless the initiation thereof was approved by the Board of
Directors.
 
      The indemnification rights provided in this Article Seventh (i) shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, agreement or vote of stockholders or disinterested
directors or otherwise, and (ii) shall inure to the benefit of the heirs,
executors and administrators of such persons. The Corporation may, to the extent
authorized from time to time by its Board of Directors, grant indemnification
rights to other employees or agents of the Corporation or other persons serving
the Corporation and such rights may be equivalent to, or greater or less than,
those set forth in this Article Seventh.
 
      EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such a manner as the said court directs. If a majority of the
number representing three-fourths (3/4ths) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application has been made, be binding
on all creditors or class of creditors, and/or stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.
 
      NINTH: The Board of Directors, when considering a tender offer or merger
or acquisition proposal, shall take into account potential economic benefits to
stockholders, including without limitation, a comparison of the proposed
consideration to be received by stockholders in relation to the then current
market price of the Corporation's capital stock, the estimated current value of
the Corporation in a freely negotiated transaction, and the
 
 
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estimated future value of the Corporation as an independent entity and may take
into account such other factors as the Board of Directors deems appropriate in
exercising its fiduciary duties.
 
      TENTH: Any action required or permitted to be taken by the stockholders of
the Corporation may be taken only at a duly called annual or special meeting of
the stockholders, and not by written consent in lieu of such a meeting, and
special meetings of stockholders may be called only by the Chairman of the Board
of Directors, the President, or a majority of the Board of Directors.
 
      ELEVENTH: Notwithstanding anything to the contrary set forth herein
(including, without limitation, Article THIRD hereof):
 
      (a) The Corporation shall not have the power to approve a "permanent
shutdown of any plant, department or substantial portion thereof" of Wheeling -
Pittsburgh Steel Corporation ("WPSC"), as such quoted phrase is used in the
defined benefit pension plan (the "WHX Pension Plan") sponsored by WHX
Corporation (such corporation or its successor, if any, "WHX") (a "WPSC
Permanent Shutdown"), without (i) providing WHX and the Pension Benefit Guaranty
Corporation (such corporation or its successor, if any, the "PBGC") with at
least sixty (60) days advance written notice thereof and (ii) obtaining the
approval of such WPSC Permanent Shutdown by the affirmative vote of at least a
majority of the entire Board of Directors (including at least a majority of the
Independent Director(s) (as defined below)) of the Corporation. No officer of
the Corporation shall take any action to effect a WPSC Permanent Shutdown,
unless all of the conditions set forth in the immediately preceding sentence
have been satisfied.
 
      (b) The Board of Directors of the Corporation shall at all times include
at least one independent director (each such person, an "Independent Director"),
as such term is used in Rule 303 of the Rules of the New York Stock Exchange as
such Rule is in existence on the date of filing of this Certificate of
Incorporation or as such Rule may be subsequently amended, supplemented or
restated from time to time.
 
      (c) The Board of Directors of the Corporation (i) shall cause the
Corporation to adopt and implement, within sixty (60) days of the filing of this
Certificate of Incorporation, reasonable procedures and policies reasonably
calculated to attain compliance with the obligations and responsibilities of the
Corporation and, for so long as the Corporation possesses, directly or
indirectly, the power to direct or cause the direction of management or policies
of WPSC, WPSC set forth in the Agreement, dated as of July 31, 2003, among the
Corporation, WPSC, WHX, the PBGC and the United Steelworkers of America,
AFL-CIO-CLC and (ii) shall annually review such policies and procedures.
 
      (d) No portion of this Article Eleventh may be modified or amended in any
way until the first to occur of (i) the tenth anniversary of the date of filing
of this Certificate of Incorporation, or (ii) the termination of the WHX Pension
Plan in accordance with Title IV of the Employee Retirement Income Security Act
of 1974, as amended, or (iii) the
 
 
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Corporation's receipt from the PBGC of written authorization of the proposed
modification or amendment; provided, that this Article Eleventh shall be
inapplicable upon the first to occur of (A) the occurrence of either of the
events specified in clauses (i) or (ii), or (B) the Corporation's receipt from
the PBGC of written approval of the inapplicability of this Article Eleventh, or
(C) the Corporation's ceasing to possess, directly or indirectly, the power to
direct or cause the direction of management or policies of WPSC (whether through
ownership of securities, by contract or otherwise).
 
      Executed on July 31, 2003
 
 
                                           WHEELING-PITTSBURGH CORPORATION
 
 
                                           By:       /s/ John W. Testa
                                              -------------------------------
                                              Name:  John W. Testa
                                              Title: Vice President