Senior Unsecured Exchangeable Promissory Note

Exhibit 10.2

NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT" ), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.

Wheeling-Pittsburgh Steel Corporation FORM OF

SENIOR UNSECURED EXCHANGEABLE PROMISSORY NOTE

May 8, 2007

[$ ] Wheeling, West Virginia FOR VALUE RECEIVED, Wheeling-Pittsburgh Steel Corporation, a Delaware corporation (" Borrower" ), hereby unconditionally promises to pay to the order of or any transferee of this Note (the " Holder" ), in lawful money of the United States of America, the principal sum of $ , together with interest thereon, payable on the dates and in the manner set forth below. This Note is one of $23.0 million in aggregate principal amount of Senior Unsecured Convertible Promissory Notes (each a " Note" and collectively the " Notes" ) issued pursuant to the Note Purchase Agreement of even date herewith among the Borrower and the original purchasers of the Notes (the " Purchase Agreement" ), and is subject to the provisions set forth therein. Certain capitalized terms used herein are defined in Section 14 below.

1. Principal . The principal amount of this Note shall mature and be due and payable on November 15, 2008 (the " Maturity Date" ), unless otherwise paid or exchanged under the terms that follow. 2. Interest . Interest shall accrue on the unpaid principal amount of this Note on a daily basis from the Original Issue Date until the date of payment (or exchange) at the Applicable Interest Rate per annum, calculated on the basis of a 360-day year; provided , however , that during the continuance of an Event of Default, notwithstanding anything else to the contrary contained in this Note, interest on the unpaid principal amount of this Note and, to the extent permitted by applicable law, on any accrued and unpaid interest shall accrue at the rate of two percent (2%) per annum in addition to the Applicable Interest Rate then in effect.

Accrued interest shall be payable in cash, quarterly in arrears on July 1, October 1, January 1 and April 1 of each year, beginning July 1, 2007 (each an " Interest Payment Date" ) except that, if any such date is not a Trading Day, the Interest Payment Date shall be the next succeeding Trading Day. In connection with an adjustment to the Applicable Interest Rate from and after the Reset Date, in which interest shall have been recalculated back to the Original Issue Date, such additional interest shall be due and payable on and as of the Reset Date. 3. Place, Manner and Application of Payments . All amounts payable hereunder shall be payable to the Holder in immediately available funds at its address set forth below or such other address as the Holder specifies to Borrower in writing. All payments on this Note shall be applied first to accrued interest, and thereafter to the

outstanding principal balance hereof. The principal amount under this Note may not be pre-paid without the prior written consent of the Holder prior to the Reset Date.

4. No Security . This Note is an unsecured obligation of the Borrower and no collateral accompanies the obligations hereunder.

5. Exchange . The Holder of this Note shall have the following rights with respect to exchange of this Note for shares of common stock, $0.01 par value per share, of New Esmark (the " Common Stock" ):

(a) Automatic Exchange prior to the Reset Date. Notwithstanding anything herein to the contrary but subject to the final sentence of this Section 5(a), upon the occurrence of the Esmark Transaction prior to the Reset Date, without any action on the part of the Holder hereof, immediately after the consummation of the Esmark Merger Transaction, all of the outstanding principal and accrued but unpaid interest under this Note shall immediately be exchanged pursuant to this Section 5(a) for the number of shares of Common Stock obtained by dividing such outstanding principal and interest by $20.

(b) No Exchange if no Esmark Transaction. Notwithstanding anything to the contrary in this Note, if the Esmark Transaction is not consummated prior to the Reset Date or the Esmark Merger Agreement is terminated, there shall be no exchange of this Note for shares of Common Stock.

(c) Procedures with respect to exchange. Not less than ten (10) Trading Days prior to the anticipated occurrence of the Esmark Merger, Borrower shall deliver to the Holder a notice (the " Esmark Merger Notice" ), setting forth Borrower' s calculation of the number of Conversion Shares issuable to the Holder (including interest to be exchanged calculated through such Exchange Date) in connection with the Esmark Merger. Required Holders may waive on behalf of all holders of Notes such period by which the Esmark Merger Notice must be delivered prior to the Esmark Merger. The calculations and entries set forth in the Esmark Merger Notice shall control in the absence of manifest or mathematical error.

(i) The " Exchange Date ," for an exchange under Section 5(a) above, shall be the same date and immediately after the consummation of the Esmark Merger. As of the applicable Exchange Date and at such time as the exchange has been effected as required by this Note, this Note shall be cancelled, shall no longer accrue interest hereunder and shall be deemed of no further force or effect (other than with respect to the Holder' s rights to receive Conversion Shares in accordance with Section 5(d), and the Holder' s rights with respect to a default by Borrower under this Note as set forth in Section 14).

(d) Delivery of Conversion Shares, Adjustments.

(i) Delivery of Conversion Shares. Not later than five Trading Days after the Exchange Date (the " Note Delivery Date" ), the Holder shall deliver this Note to Borrower (or its successor) for cancellation and not later than three Trading Days after the Note Delivery Date, Borrower (or its successor) shall deliver to the Holder, or to such nominee as the Borrower shall be directed thereby, a certificate representing the number of Conversion Shares being issued upon the exchange of this Note (a " New Certificate" ).

(ii) Surrender of Notes. Surrender of this Note shall be made by sending it to the Borrower by overnight mail and the date of surrender shall be deemed to be the day on which this Note is placed in overnight mail by the Holder. By accepting this Note, the Holder agrees to take all reasonable actions required by it to surrender this Note in accordance with the Note' s terms upon any exchange hereunder. Borrower agrees that upon an exchange of this Note for capital stock of New Esmark the Holder shall be the beneficial owner of such shares of capital stock (and/or other securities if the shares are linked or coupled with other securities), as of the Exchange Date with respect to rights provided to holders of such securities under New Esmark' s certificate of incorporation and by-laws (or other governing documents), as then in effect.


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(iii) Adjustments on Amendment of Esmark Merger Agreement . In the event that after the date hereof, the Esmark Merger Agreement is amended to change the consideration to be received by holders of Parent Common Stock thereunder, then the Holder shall have the right thereafter to receive, upon exchange of this Note pursuant to Section 5(a), the number of shares of Common Stock or other consideration received by holders of Parent Common Stock in the Esmark Merger as though the Note had been converted into Parent Company Common Stock immediately prior to the Esmark Merger in a number of shares equal to all of the outstanding principal and accrued but unpaid interest under this Note divided by $20 (the " Parent Equivalent Conversion Shares" ). In case Parent shall, after the date of such an amendment to the Esmark Merger Agreement, (i) subdivide or split its outstanding shares of Parent Common Stock into a greater number of shares or issue additional shares of Parent Common Stock for no consideration as a stock dividend, (ii) combine its outstanding shares of Parent Common Stock into a smaller number of shares of Parent Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Parent Common Stock, then the number of Parent Equivalent Conversion Shares deemed receivable upon exchange of this Note pursuant to the preceding sentence shall be adjusted so that the Holder shall be deemed to receive the kind and number of Parent Equivalent Conversion Shares or other securities of Parent which it would have been deemed to receive as though this Note been exchanged for Parent Common Stock in advance thereof.

(iv) If Parent, at any time while the Notes are outstanding and convertible pursuant to Section 5(a), shall distribute to all holders of Parent Common Stock evidences of its indebtedness, assets or rights or warrants to subscribe for or purchase any security, then in each such case the Holder hereof shall be entitled, upon exchange of this Note pursuant to its terms, to receive such portion of such assets, evidence of indebtedness, rights or warrants so distributed as the Holder would have been entitled to receive if this Note had been exchanged pursuant to Section 5(a) (but into Parent Common Stock and without regard for the requirement that the Esmark Transaction occur) as of the date of distribution of such indebtedness, assets or rights or warrants. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Parent Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective as of the record dates with respect to such distribution (or the date of distribution, if there shall be no record date).

(v) For the avoidance of doubt, and without limiting the foregoing provisions, the intent of the foregoing provisions is to provide that the Holder shall have the right to receive, upon exchange of this Note pursuant ...