exhibit10-4.htm


     

     

    


    EXHIBIT
10.4

    


    SECOND
AMENDMENT

    TO
THE

    AK
STEEL CORPORATION

    EXECUTIVE
MINIMUM AND SUPPLEMENTAL RETIREMENT PLAN

    


    (as amended and restated as
of October 18, 2007)

    


    


    Pursuant
to the power of amendment reserved to the Board of Directors of AK Steel Holding
Corporation in Section 9.3 of the AK Steel Corporation Executive Minimum and
Supplemental Retirement Plan (as amended and restated as of October 18, 2007)
(the “Plan”), the Plan is hereby amended as follows effective as of October 22,
2009:

    


    
      	
              1.  

            	
              Section
      2.20 is changed in its entirety to read as
  follows:

            


    

    


    “2.20           ‘Qualified DB Plan’ means any
tax-qualified defined benefit pension plan sponsored by the Company including
the NCPP and the RAPP, and any predecessor, substitute or successor of any such
plan.”

    


    
      	
              2.  

            	
              Section
      2.21 is changed in its entirety to read as
  follows:

            


    

    


    “2.21           ‘Qualified DC Plan’ means any
tax-qualified defined contribution plan sponsored by the Company including the
AK Steel Corporation Thrift Plan A and any predecessor, substitute or successor
of any such plan.”

    


    
      	
              3.  

            	
              Section
      6.4 is changed in its entirety to read as
  follows:

            


    

    


    “6.4           Offset for Other
Pensions

    


    A
Member's Benefit shall be reduced as of the Member's Benefit Commencement Date
by: (a) any accrued benefit under any Company-provided Qualified DB Plan,
actuarially adjusted under the terms of the Qualified DB Plan as if the benefit
under the Qualified DB Plan commenced at the same time as the Member's Benefit;
and (b) the actuarial equivalent, determined under the assumptions set forth in
Section 8.2 of this Plan, of any Company-provided vested benefits accumulated
under any Qualified DC Plan, including any such benefits that are attributable
to nonelective contributions to the plan by the Company on and after October 22,
2009, and excluding any such benefits attributable to Company contributions that
are contingent on participants making elective contributions to such
plan.”

    


    
      	
              4.  

            	
              Section
      8.1(b) is changed in its entirety to read as
  follows:

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              “(b)

            	
              With
      respect to a Member who has achieved his or her Vesting Date and whose
      Termination Date occurs before he or she attains age 55, his or her vested
      Benefit shall be paid to the Member, or in the event of his or her death
      prior to such payment, to his or her designated beneficiary, as soon as
      administratively feasible

            


    

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    after
his or her 55th
birthday (or his or her date of death, if sooner), but no later than 30 days
after such date; provided however, if such Member’s Termination Date is on
account of a determination that he or she is Permanently Disabled (as defined in
Section 7.2), such Member’s Benefit shall be paid as soon as administratively
feasible after his or her Termination Date, but no later than 30 days after such
date.”

    


    IN
WITNESS WHEREOF, AK Steel Holding Corporation has caused this Second Amendment
to be executed this 2nd day of November, 2009.

    


    


    
      	 
      	
              AK
      STEEL HOLDING CORPORATION

            
	 
      	 
      	 
      
	 
      	
              By:  
      

            	 /s/ David C.
      Horn
	 
      	 
      	
              David
      C. Horn, Senior Vice President,

            
	 
      	 
      	
              General
      Counsel and Secretary