LEASE AGREEMENT





                          Dated as of October 26, 2001



                                     between





                            MABCO STEAM COMPANY, LLC,

                                    as Lessor





                                       and





                               FW HOLDINGS, INC.,

                                    as Lessee





                                 FOSTER WHEELER

                            STEAM GENERATING FACILITY

                                   AND CERTAIN

                            ENERGY GENERATION ASSETS









================================================================================

{PAGE}

                                 LEASE AGREEMENT





      This LEASE AGREEMENT, dated as of October 26, 2001 (this "Lease"), between

MABCO STEAM COMPANY, LLC, a Delaware limited liability company, as Lessor

("Lessor"), and FW HOLDINGS, INC., a Delaware corporation, as Lessee ("Lessee").





                                   WITNESSETH:



      WHEREAS, Lessee currently owns and operates the Facility, commonly known

as the Foster Wheeler Steam Generating Facility, located in Weirton, West

Virginia;



      WHEREAS, Lessee currently owns and operates the Energy Assets (together

with the Facility, the "Property");



      WHEREAS, Lessee has entered into a Purchase Agreement, dated as of October

26, 2001 (the "Purchase Agreement"), among Lessee, as Seller, Lessor, as

Purchaser, and Weirton Steel Corporation, a Delaware corporation, as Guarantor

("Guarantor");



      WHEREAS, pursuant to the terms and conditions of the Purchase Agreement,

Lessee has agreed to sell to Lessor, and Lessor has agreed to purchase from

Lessee, the Property pursuant to the Transfer Documents, and simultaneously

therewith Lessor has agreed to lease to Lessee, and Lessee has agreed to lease

from Lessor, the Property on the terms and conditions provided in this Lease;

and



      WHEREAS, to secure Lessee's obligations under this Lease and the other

Operative Documents, Lessee shall grant to Lessor a security interest in the

Property.



      NOW, THEREFORE, in consideration of the foregoing premises, the mutual

agreements herein contained, and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



SECTION 1.  DEFINITIONS; RULES OF INTERPRETATION.



      Capitalized terms used but not defined herein shall have the meanings set

forth in Appendix A hereto. The general provisions of Appendix A regarding

interpretation shall also apply to this Lease.



SECTION 2.  LEASE OF PROPERTY; NATURE OF TRANSACTION.



      2.1   Lease of Property. Lessor hereby agrees to lease to Lessee, and

Lessee hereby agrees to lease from Lessor, the Property, in each case subject to

and in accordance with the terms and conditions of this Lease, for the Lease

Term.



      2.2   Acceptance. Lessee hereby agrees that the execution and delivery by

the Lessee of this Lease shall, without further act, constitute the irrevocable

acceptance by the Lessee of the Property for all purposes of this Lease and the

other Operative Documents on the terms set forth

{PAGE}

therein and herein, and that the Property shall be deemed to be included in the

leasehold estate of this Lease and shall be subject to the terms and conditions

of this Lease.



      2.3   Title. The Property is leased to the Lessee without any

representation or warranty, express or implied, by the Lessor and subject to the

rights of parties in possession, the existing state of title (including

Permitted Property Liens) and all applicable Requirements of Law. The Lessee

shall in no event have any recourse against the Lessor for any defect in or

exception to title to the Property other than to the extent resulting from

Lessor Liens.



SECTION 3.  LEASE TERM.



      The Lease Term shall commence on (and include) the Closing Date and shall

end on (and include) the Expiration Date, subject to earlier termination in

accordance with Sections 11.1, 12.1, 13.1 or 16.1 of this Lease.



SECTION 4.  RENTS.



      4.1   Rent Payments.



            (a)   Basic Rent. During the Interim Term, no Basic Rent shall be

payable by Lessee. Beginning on the first Basic Rent Payment Date to occur

immediately after the Basic Rent Commencement Date and continuing thereafter on

each Basic Rent Payment Date until the Lease Balance equals zero, Lessee shall

pay to Lessor Basic Rent in the manner provided in Section 4.2 for the lease of

the Property during the Lease Term. Schedule 4.1 attached hereto depicts the

Basic Rent Amortization Payment.



            (b)   Supplemental Rent. Lessee shall pay to Lessor and the other

Persons entitled thereto pursuant to Section 4.2 any and all Supplemental Rent

on the date on which the same shall become due and payable, including interest

at the Overdue Rate on any payment of Basic Rent, Supplemental Rent or the

Termination Value not paid when due for the period from the due date until the

same shall be paid. The expiration or other termination of the Lease Term and/or

Lessee's obligation to pay Basic Rent hereunder shall not limit or modify the

obligations of Lessee with respect to Supplemental Rent. Unless expressly

provided otherwise in this Lease, in the event of any failure on the part of

Lessee to pay and discharge any Supplemental Rent as and when the same shall be

due and payable, Lessee shall also promptly pay and discharge any fine, penalty,

interest or cost which may be assessed or added for non-payment or late payment

of such Supplemental Rent, all of which shall also constitute Supplemental Rent.



            (c)   Operating Expenses. Lessee shall pay to Lessor pursuant to

Section 4.2, as Supplemental Rent, within thirty (30) days of written demand

therefore, all amounts reasonably established by Lessor as the operating

expenses of Lessor.



      4.2   Place and Manner of Payment.



            (a)   All payments of Basic Rent, Supplemental Rent and the

Termination Value payable by Lessee to Lessor under this Lease or any other

Operative Document shall be made by Lessee to or for the account of the Lessor

by wire transfer of immediately available funds consisting of Dollars in the

amount of such payments prior to 2:00 P.M. eastern standard





                                       2



{PAGE}

time on the date when such payments are due to such account at such bank, or in

such other manner as Lessor shall from time to time direct in a written notice

to Lessee.



            (b)   Neither Lessee's inability or failure to take possession of

all, or any portion, of the Property when delivered by Lessor, nor Lessor's

inability or failure to deliver all or any portion of the Property to Lessee,

whether or not attributable to any act or omission of Lessee or any act or

omission of Lessor, or for any other reason whatsoever, shall delay or otherwise

affect Lessee's obligation to pay Basic Rent, Supplemental Rent or the

Termination Value in accordance with the terms of this Lease.



            (c)   All payments of Basic Rent, Supplemental Rent and the

Termination Value shall be paid absolutely net to each Person entitled thereto,

so that this Lease shall yield to such Person the full amount thereof, without

setoff, deduction or reduction.



      4.3   Net Lease.



            (a)   THIS LEASE IS A NET LEASE AND LESSEE'S OBLIGATION TO PAY ALL

BASIC RENT, SUPPLEMENTAL RENT OR THE TERMINATION VALUE SHALL BE ABSOLUTE AND

UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AND, WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, LESSEE SHALL NOT BE ENTITLED TO ANY ABATEMENT OR

REDUCTION OF BASIC RENT, SUPPLEMENTAL RENT OR THE TERMINATION VALUE OR ANY

SETOFF AGAINST BASIC RENT, SUPPLEMENTAL RENT OR THE TERMINATION VALUE, INDEMNITY

OR ANY OTHER AMOUNT, WHETHER ARISING BY REASON OF ANY PAST, PRESENT OR FUTURE

CLAIMS OF ANY NATURE BY LESSEE AGAINST LESSOR, ANY INVESTOR OR PERSON, OR

OTHERWISE.



            (b)   Except as otherwise expressly provided herein, this Lease

shall not terminate, nor shall the obligations of Lessee be otherwise affected:

(i) by reason of the condition, merchantability, design, quality, fitness for

use, any defect in or damage to, loss of possession or use, obsolescence or

destruction of any or all of the Property, however caused, or any inability to

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