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                                                                   EXHIBIT 10.36





                             FIRST AMENDMENT TO THE
                               ROUGE STEEL COMPANY
                            1998 STOCK INCENTIVE PLAN

         WHEREAS, Rouge Industries, Inc., a Delaware corporation (the
"Company"), sponsors the Rouge Steel Company 1998 Stock Incentive Plan (the
"Plan"); and

         WHEREAS, the Company, by action of its Compensation Committee, desires
to amend the Plan.

         NOW, THEREFORE, the Company hereby amends the Plan, effective December
2, 1999, as follows:

         1. A new subsection g. shall be added to Section 6.A.3, effective
December 2, 1999, to read in its entirety as follows:

                  "g. Notwithstanding the terms of any Option Agreement, but
         subject to the other provisions of this Section 6, in the event of the
         occurrence of a Change in Control, as defined herein, prior to an
         Optionee's retirement, disability, termination of employment or death,
         all outstanding Options shall become fully vested and exercisable.

                           For purposes of this Plan, "Change in Control" means,
         subject to the last paragraph of this subsection, the occurrence of any
         of the following events:

                           (1) The Company or Rouge Steel Company is merged,
                  consolidated or reorganized into or with another corporation
                  or other legal person, and as a result of such merger,
                  consolidation or reorganization less than 55% of the combined
                  voting power of the then-outstanding Voting Stock of such
                  corporation or person immediately after such transaction are
                  held in the aggregate by the Company or Rouge Steel Company or
                  by the holders of Voting Stock of the Company immediately
                  prior to such transaction;

                           (2) The Company or Rouge Steel Company sells or
                  transfers all or substantially all of its assets to another
                  corporation or other legal person, and as a result of such
                  sale or transfer less than 55% of the combined voting power of
                  the then-outstanding Voting Stock of such corporation or other
                  legal person immediately after such sale or transfer is held
                  in the aggregate by the Company or





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                  Rouge Steel Company or by the holders of Voting Stock of the
                  Company immediately prior to such sale or transfer;

                           (3) The Company files a report or proxy statement
                  with the Securities and Exchange Commission pursuant to the
                  Securities Exchange Act of 1934 disclosing in response to Form
                  8-K or Schedule 14A (or any successor schedule, form or report
                  or item therein) that a change in control of the Company or
                  Rouge Steel Company will occur in the future pursuant to a
                  then-existing contract or transaction which when consummated
                  would be a Change in Control determined without regard to this
                  subsection (3);

                           (4) If, during any period of two (2) consecutive
                  years, individuals who at the beginning of any such period
                  constitute the directors of the Company cease for any reason
                  to constitute at least a majority thereof; provided, however,
                  that for purposes of this subsection (4), each director who is
                  first elected, or first nominated for election by the
                  Company's stockholders, by a vote of at least two-thirds of
                  the directors of the Company (or a committee thereof) then
                  still in office who were directors of the Company at the
                  beginning of any such period will be deemed to have been a
                  director of the Company at the beginning of such period; or

                           (5) Unless otherwise determined by a majority vote of
                  the Board of Directors of the Company in the case of a
                  corporate structure reorganization, the shareholders of the
                  Company approve, pursuant to applicable state law
                  requirements, a complete liquidation or dissolution of the
                  Company or Rouge Steel Company.

                           Notwithstanding the foregoing provisions of
         subparagraph (3) above, unless otherwise determined in a specific case
         by a majority vote of the Board of Directors of the Company, a "Change
         in Control" shall not be deemed to have occurred for purposes of
         subparagraph (3) above solely because the Company, a subsidiary, or any
         Company-sponsored employee stock ownership plan or any other employee
         benefit plan of the Company or any subsidiary either files or becomes
         obligated to file a report or a proxy statement under or in response to
         Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any
         successor schedule, form or report or item therein) under the
         Securities Exchange Act of 1934 disclosing beneficial ownership by it
         of shares of Voting Stock, whether in excess of 20% or otherwise, or
         because the Company reports that a Change in Control of the Company has
         occurred or will occur in the future by reason of such beneficial
         ownership.

                           For purposes of this Article, "Voting Stock" means
         securities entitled to vote generally in the election of directors.

                           Notwithstanding anything to the contrary herein, a
         "Change in Control" shall not be deemed to have occurred solely as a
         result of a transfer of stock of the Company by Worthington Industries,
         Inc., or any of its affiliates or shareholders, to any lender pursuant



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         to the amortization of one or more certain debt-in-exchange-for-capital
         loans between such parties which are referred to as "DECS" and which
         are evidenced by exchangeable notes due March 1, 2000. However, this
         paragraph shall not prohibit the occurrence of a "Change In Control"
         event if subsequent transactions would otherwise result in the
         occurrence of a "Change In Control" event pursuant to this subsection."

         2. The phrase "Compensation Committee" in Section 12 is deleted and
replaced with the phrase "Committee."

         3. Except as amended by this First Amendment, the terms of the Plan
shall remain in full force and effect.

         IN WITNESS WHEREOF, the Company has adopted this First Amendment as of
the 22nd day of December, 1999.


ATTEST:                             ROUGE INDUSTRIES, INC.



/s/ Martin Szymanski                    By:  /s/ William E. Hornberger
-----------------------------           -------------------------------------
Secretary                                        William E. Hornberger
                                   Its:          Senior Vice President
                                        -------------------------------------






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