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                                                                   EXHIBIT 10.39

                               ROUGE STEEL COMPANY
                            BENEFIT RESTORATION PLAN

     WHEREAS, ROUGE STEEL COMPANY, a Delaware corporation (the "Company"),
adopted the Rouge Steel Company Benefit Restoration Plan effective January 1,
1997, to supplement the Rouge Steel Company Salaried Employee Retirement Plan
(the "Retirement Plan"); and

     WHEREAS, the Company desires to amend and restate the Rouge Steel Company
Benefit Restoration Plan effective December 2, 1999.

     NOW, THEREFORE, the Company hereby amends and restates the Rouge Steel
Company Benefit Restoration Plan (the "Plan"), effective December 2, 1999, to
read as follows:

                                    ARTICLE I
                                  PLAN PURPOSE

     The purpose of this Plan is to attract and retain key management employees
by supplementing retirement benefit payments under the Retirement Plan to those
key management employees designated in writing from time to time by the
Compensation Committee of the Board of Directors of the Company (the
"Participants"), and their spouses, if any, in order to provide each such
Participant and his or her spouse, if any, retirement payments which, together
with the retirement benefit payments that they are entitled to receive under the
Retirement Plan, will not be reduced by applicable law.

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                                    ARTICLE I
                               BENEFIT DESCRIPTION


A Participant or the Participant's surviving spouse shall be entitled to
benefits under this Plan only when the Participant (i) has accrued at least five
(5) continuous Years of Service after his or her designation as a Participant in
this Plan, and (ii) is entitled to normal retirement, regular early retirement,
special early retirement, total and permanent disability retirement benefits, or
in the event of termination of employment after a Change in Control, deferred
vested benefits pursuant to the Retirement Plan; provided, however, in the event
of a Change in Control, as defined herein, the five (5) continuous Years of
Service requirement for entitlement to benefits under the Plan shall be waived;
and, provided, further, the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") may, in its sole discretion by
written resolution, waive or reduce the five (5) continuous Years of Service
requirement for entitlement to benefits under the Plan. Subject to Article VII
of this Plan, and Appendix A hereto if applicable, a Participant entitled to
benefits under this Plan shall be entitled to a monthly benefit, upon the
Participant's retirement under the Retirement Plan, payable pursuant to Article
IV of this Plan, equal to the excess, if any, of:

                  (a)  The amount of annual benefit which would be payable to or
         on behalf of such Participant or their spouse under said Retirement
         Plan computed under the provisions of said Retirement Plan, plus, if
         the Participant is a Group I Employee or a Group II Employee as defined
         in the Retirement Plan (a "Group I Employee or a Group II Employee"),
         the amount of additional annual benefit which would be payable to or on
         behalf of such Participant or their spouse under the Retirement Plan if
         such benefit were computed by counting those additional years of
         contributory service and non-contributory service with a predecessor
         corporation to Rouge Steel Company used to compute Retirement Plan
         benefit eligibility for a Group I Employee or Group II Employee as such
         years under the Retirement Plan, but computed as if:


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                           (1) The limitations contained in Section 415 of the
                  Internal Revenue Code of 1986, as amended from time to time
                  (the "Code") were inapplicable; and

                           (2) The limitation of $150,000 ($200,000 prior to
                  January 1, 1994), multiplied by the applicable adjustment
                  factor under Internal Revenue Code Section 401(a)(17) on the
                  amount of "Salary" and/or "Compensation" to be taken into
                  account for all Retirement Plan purposes in any Plan Year was
                  inapplicable;

                           over

                  (b) The amount of such Participant's or spouse's annual
         benefit under (i) the Retirement Plan and (ii) if the Participant was a
         Group I Employee or a Group II Employee, under the Ford Motor Company
         General Retirement Plan.



     For purposes of entitlement to benefits under this Plan, Years of Service
means years of credited service, as defined in the Retirement Plan.

                                   ARTICLE III
                                CHANGE IN CONTROL

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

                  (a) Rouge Industries, Inc. or the 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 Rouge Industries,
         Inc. or the Company or by the holders of Voting Stock of Rouge
         Industries, Inc. immediately prior to such transaction;

                  (b) Rouge Industries, Inc. or the Company sells or otherwise
         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 Rouge Industries, Inc. or
         the Company or by the holders of Voting Stock of Rouge Industries, Inc.
         immediately prior to such sale or transfer;



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                  (c) Rouge Industries, Inc. 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 Rouge Industries, Inc. or the 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 (c);

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

         or

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

     Notwithstanding the foregoing provisions of subsection (c), unless
otherwise determined in a specific case by a majority vote of the Board of
Directors of Rouge Industries, Inc., a "Change in Control" shall not be deemed
to have occurred for purposes of subsection (c) solely because Rouge Industries,
Inc., the Company, a subsidiary, or any Company-sponsored employee stock
ownership plan or any other employee benefit plan of Rouge Industries, Inc. 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 Rouge
Industries, Inc. reports that


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a Change in Control of Rouge Industries, Inc. has occurred or will occur in the
future by reason of such beneficial ownership.

     For purposes of this Article III, "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 Rouge Industries, Inc. by Worthington Industries, Inc., or any of its
affiliates or shareholders, to any lender pursuant 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 Section.

                                   ARTICLE IV
                                 BENEFIT PAYOUT

     The benefits under this Plan shall become payable when a Participant begins
to receive payments under the Retirement Plan, or when the Participant dies and
the Participant's spouse, if any, begins to receive payments, under the
Retirement Plan.

     Benefits payable under this Plan shall be payable to a Participant or the
Participant's spouse, if any, in the same form and manner as contributory life
income benefits are paid to the Participant or the Participant's spouse, if any,
pursuant to the Retirement Plan; provided, however, if Retirement Plan benefits
are paid pursuant to a contingent annuitant election for benefits by the
Participant pursuant to Article VII, Section 5B, thereof, benefits payable
pursuant to this Plan shall not be paid in the form of a contingent annuitant
election but instead shall be paid in the same form as the normal



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form of benefit payment for Retirement Plan noncontributory benefits as if the
only life income benefits payable to the Participant under the Retirement Plan
were noncontributory benefits; and, provided, further, that in the event of a
Participant's regular early retirement, special early retirement, total and
permanent disability retirement, or deferred vested benefit commencement under
the Retirement Plan, as applicable, the monthly benefit provided hereunder shall
be reduced and/or adjusted in the same manner as Retirement Plan contributory
retirement benefits are reduced or adjusted in the event of a regular early
retirement, special early retirement, total and permanent disability retirement
or deferred vested benefits, as applicable.


                                    ARTICLE V
                        UNFUNDED AND NON-QUALIFIED PLAN

     This Plan is completely separate from the Retirement Plan. The undertakings
of the Company herein to each Participant constitute merely the obligation to
make payments as provided for herein, and it is the Company's intention that the
Plan be unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Neither a
Participant nor any beneficiary nor any other person shall have, by reason of
this Plan, any rights, title or interest of any kind in or to any property of
the Company, nor any beneficial interest in any trust which may be established
by the Company in connection with this Plan. If the Company transfers any
property to a trust in connection with this Plan, such trust shall not be held
for the exclusive benefit of Participants, and any assets held in such trust
shall be subject to the claims of the Company's general creditors in the event
of the Company's insolvency or bankruptcy.



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                                   ARTICLE VI
                                 ADMINISTRATION

         The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company which shall have full and exclusive power to
interpret the Plan, to determine the amount and manner of any deferrals and
payments and to adopt such rules and regulations as are necessary for its
administration. The Compensation Committee may delegate specific
responsibilities it assumes under this Plan which are administrative or
ministerial in nature by notifying a delegate as to the duties and
responsibilities delegated. In that regard, the Compensation Committee delegates
responsibility for claims administration to the Retirement Committee for the
Rouge Steel Company Salaried Employee Retirement Plan (the "Retirement
Committee").

         Claims for benefits under the Plan shall be made in writing to the
Retirement Committee. If a claim for benefits is wholly or partially denied, the
Retirement Committee shall, within a reasonable period of time, but not later
than ninety (90) days after receipt of the claim, provide the claimant written
notice in a manner calculated to be understood by the claimant of:

         (A)   The specific reason or reasons for denial;

         (B)   Specific reference to the pertinent Plan provisions on which the
denial is based;

         (C)   A description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and

         (D)   Any explanation of the Plan's claim review procedure.

         A Participant or beneficiary whose claim for benefits under the Plan
has been denied, or his or her duly authorized representative, may request a
review upon written application to the Retirement Committee, and may submit
issues and comments in writing. The claimant's written request for review must
be submitted to the Retirement Committee within sixty (60) days after receipt


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by the claimant of written notification of the denial of the claim. A decision
by the Retirement Committee shall be made promptly, and not later than sixty
(60) days after the Retirement Committee's receipt of a request for review,
unless special circumstances require an extension of time for proceeding, in
which case a decision shall be rendered as soon as possible, but not later than
one hundred twenty (120) days after receipt of the request for review. The
decision on review shall be in writing and shall include specific reasons for
the decision, specific reference to the pertinent Plan provisions on which the
decision is based and be written in a manner calculated to be understood by the
claimant.

     The decisions of the Compensation Committee and/or the Retirement Committee
shall be final and conclusive on all persons and neither the Compensation
Committee or the Retirement Committee shall be subject to liability thereon.

                                   ARTICLE VII
                              TERMINATION FOR CAUSE

     Notwithstanding anything in this Plan to the contrary, if the Company
terminates a Participant's employment for Cause, then the Company shall have no
obligation to such Participant or his or her spouse pursuant to this Plan, and
no payments of any kind shall thereafter be made by the Company to the
Participant hereunder.

     For purposes of the foregoing, "Cause" means:

            (i)   any act or acts of the Participant constituting a felony
     (or   its equivalent) under the laws of the United States, any state
     thereof or any foreign jurisdiction;

            (ii)  any material breach, as determined by the Company, by the
     Participant of any employment agreement with the Company or the
     policies of the Company or any of its subsidiaries or the willful and
     persistent (after written notice to the Participant) failure or



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     refusal, as determined by the Company, of the Participant to perform
     his or her duties of employment or comply with any lawful directives of
     the Board of Directors of the Company;

            (iii) conduct which the Company determines amounts to gross
     neglect, willful misconduct or dishonesty; or

            (iv) any misappropriation of material property of the Company
     by the Participant or any misappropriation of a corporate or business
     opportunity of the Company by the Participant, all as determined by the
     Company.

                                  ARTICLE VIII
                                ERISA COMPLIANCE
                               NON-QUALIFIED PLAN

     Notwithstanding any provisions of this Plan to the contrary, the Company by
written resolution of the Board of Directors or the Compensation Committee may
terminate the Plan, or may amend or modify the Plan at any time and in any
respect, including as necessary or advisable in order that the benefits provided
by the Plan shall constitute unfunded deferred compensation for a select group
of management or highly compensated employees as described in Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. However, no such amendment or termination
shall adversely affect the rights of Participants or their spouses, if any, to
the extent of any vested benefits accrued as of the date of amendment or
termination of the Plan.




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                                   ARTICLE IX
                             NO EMPLOYMENT CONTRACT

     Nothing contained in this Plan, or any amendment hereto, shall be construed
as entitling a Participant to be continued in the employ of the Company for any
period of time, or as obliging the Company to keep said Participant in its
employ for any period of time. Furthermore, nothing contained in this Plan, or
any amendment hereto, shall be construed as restricting in any way the right of
the Company to reassign a Participant for any reason to a new employment
position at lower or higher compensation.

                                    ARTICLE X
                                NONASSIGNABILITY

     No rights of any kind under this Plan shall be transferable, or assignable
by a Participant, spouse or any other person, or be subject to alienation,
encumbrance, garnishment, attachment, execution, or levy of any kind, voluntary
or involuntary.

                                   ARTICLE XI
                              RULES OF CONSTRUCTION

     In the event that any provision of the Plan is determined by any judicial,
quasi-judicial or administrative body to be void or unenforceable for any
reason, all other provisions of the Plan shall remain in full force and effect
as if such void or unenforceable provision had never been part of the
Plan. The singular herein shall include the plural, or vice versa, wherever the
context so requires. A pronoun in the masculine, feminine or neuter gender shall
be deemed, where appropriate, to include also the masculine, feminine or neuter
gender.



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                                   ARTICLE XII
                           WITHHOLDING; PAYROLL TAXES

     To the extent required by law in effect at the time payments are made, the
Company shall withhold from payments made hereunder any taxes required to be
withheld from a Participant's wages for the Federal or any state or local
government.

                                  ARTICLE XIII
                                 APPLICABLE LAW

     Except as governed by ERISA, and the Internal Revenue Code of 1986, as
amended, the Plan shall be construed in accordance with, and governed by, the
laws of the State of Michigan.

                                   ARTICLE XIV
                                    HEADINGS

     Headings to the Articles of this Plan are included for convenience only and
shall not control the meaning or interpretation of any provision of this Plan.

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


ATTEST:                             ROUGE STEEL COMPANY



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

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                                   APPENDIX A
                           TO THE ROUGE STEEL COMPANY
                            BENEFIT RESTORATION PLAN


     In the event of a Change in Control, each Participant who has entered into
a written Change-In-Control Severance Agreement with Rouge Industries, Inc., who
becomes entitled to Change in Control benefits thereunder, and who does not
otherwise accrue the maximum service under the Retirement Plan creditable in
conjunction with benefits provided pursuant to the Rouge Steel Company Salaried
Income Security Plan ('SISP'), shall have his Rouge Steel Company Benefit
Restoration Plan benefit, but not his Retirement Plan benefit, calculated based
on such additional service necessary to attain the maximum service creditable
under the Retirement Plan in conjunction with SISP benefits (no more than 21
months) and based on an increase in Participant's age at the time at which such
maximum service would have been attained if credited in conjunction with the
SISP.


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