exhibit10-2.htm


    EXHIBIT
10.2


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      AK
STEEL HOLDING CORPORATION

      


      STOCK
INCENTIVE PLAN

      ______________________________________________________

      


      (as
amended and restated as of October 16, 2008)

      


      


      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      AK
STEEL HOLDING CORPORATION

      


      STOCK
INCENTIVE PLAN

      


      (as
amended and restated as of October 16, 2008)

      


      


      Article
1.  Amendment and Restatement, Purpose, and Duration.

      


      1.1           Amendment and Restatement of the
Plan.  AK Steel Holding Corporation, a Delaware corporation
(the “Company”), previously established an incentive compensation plan known as
the “AK Steel Holding Corporation Stock Incentive Plan” (the
“Plan”).  The Plan is hereby amended and restated effective as of
October 16, 2008, the date this amendment and restatement of the Plan was
adopted by the Board of Directors of the Company.  The Plan permits
the grant of Nonqualified Stock Options, awards of Restricted Stock, awards of
Restricted Stock Units, and awards of Performance Shares.

      


      1.2           Purpose of the
Plan.  The purpose of the Plan is to promote the success and
enhance the value of the Company by linking the personal interests of directors,
executive officers and key employees of the Company to those of the Company’s
shareholders, and by providing these individuals with an incentive for
outstanding performance.  The Plan is further intended to enhance the
Company’s ability to motivate, attract, and retain the services of these
individuals upon whose judgment, interest, and special effort the successful
conduct of its operation is largely dependent.

      


      1.3           Duration of the Plan. The
Plan shall remain in effect until all Shares subject to it shall have been
purchased or acquired or are no longer available for Awards according to the
Plan’s provisions, subject to the right of the Board to terminate the Plan at
any time pursuant to Article 11 herein.  In no event may an Award be
granted under the Plan on or after December 31, 2014.  Termination of
the Plan shall not affect the rights of any person under an outstanding Award
Agreement unless otherwise specifically provided in such Award
Agreement.

      


      Article
2.  Definitions.  Whenever used in the Plan, the
following terms shall have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized:

      


      (a)           “Award” includes, without
limitation, Option Awards, Restricted Stock Awards, Restricted Stock Unit
Awards, or Performance Share Awards that are valued in whole or in part by
reference to, or are otherwise based on, the Company’s stock, performance goals
or other factors, each on a stand alone or combination basis, as described in or
granted under this Plan.

      


      (b)           “Award Agreement” means the
agreement or other writing that sets forth the terms and conditions of each
Award, including any amendment or modification
thereof.  A


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Participant
is bound by the terms of an Award Agreement and this Plan by reason of accepting
the benefits of the Award.

      (c)           “Beneficial Owner” shall have
the meaning ascribed to such term in Rule l3d-3 of the General Rules and
Regulations under the Exchange Act.

      


      (d)           “Beneficiary” means the person
or persons named by a Participant to succeed to the Participant’s rights under
any then unexpired Award Agreements.  Each such designation shall: (i)
revoke all prior designations by the same Participant; (ii) be in a form
acceptable to the Committee; and (iii) be effective only when delivered to the
Committee by the Participant in writing and during the Participant’s
lifetime.  No beneficiary shall be entitled to any notice of any
change in a designation of beneficiary.  In the absence of any such
designation, the Participant’s estate shall be the beneficiary.

      


      (e)           “Board” means the Board of
Directors of the Company.

      


      (f)           “Cause” means:  (i)
conviction of, or entering a plea of guilty or nolo contendere to, a
misdemeanor involving moral turpitude or a felony; (ii) engagement in fraud,
misappropriation or embezzlement with respect to the Company or any subsidiary
or affiliate thereof; (iii) willful failure, gross negligence or gross
misconduct in the performance of assigned duties for the Company or any
subsidiary or affiliate thereof; and/or (iv) breach of a fiduciary duty to the
Company or any subsidiary or affiliate thereof.

      


      (g)           “Change of Control” shall be
deemed to have occurred if:

      


      (i)           any
person (other than a trustee or other fiduciary holding securities under an
employee benefit plan in which employees of the Company participate) becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting power of the
Company’s then outstanding voting securities; or

      


      (ii)           during
any period of two (2) consecutive years individuals who at the beginning of such
period constitute the Board, including for this purpose any new Director of the
Company (other than a Director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clauses (i) or
(iii) of this Subsection (g)) whose election by the Board or nomination for
election by the shareholders of the Company was approved by a vote of at least
two-thirds (2/3) of the Directors then still in office who either were Directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority of the
Board; or

      


      (iii)           the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation (other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least fifty percent (50%) of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation) or the shareholders
of the

      Company
approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company’s
assets.

      


      (h)          “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

      


      (i)           “Committee” means the
Compensation Committee of the Board, or such other committee designated by the
Board to administer this Plan.  The Committee shall consist of not
less than two members of the Board who shall be appointed from time to time by,
and shall serve at the discretion of, the Board.  The Committee shall
be comprised solely of Directors who are:  (i) “independent directors”
as defined in the rules and regulations of the New York Stock Exchange; (ii)
“non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange
Act; and (iii) “outside directors” within the meaning of Section 162(m) of the
Code and related regulations.  The references herein to specific
rules, regulations, and statutes shall include any successor provisions
thereof.

      


      (j)           “Company” means AK Steel
Holding Corporation, a Delaware corporation, or any successor thereto, as
provided in Article 14 herein.

      


      (k)          “Covered Employee” means any
Participant who is or may be a “covered employee” within the meaning of Section
162(m)(3) of the Code.

      


      (l)           “Director” means any individual
who is a member of the Board and who is not an Employee.

      


      (m)          “Disability” means a physical
or mental condition which, in the judgment of the Committee, renders a Director
unable to serve or an Employee unable to perform the duties of his position with
the Company or, in the case of an Employee, the duties of another available
position with the Company for which the Employee is suited by education,
background and training.  Any Employee found to be qualified for
disability benefits under AK Steel Holding Corporation’s long term disability
plan or by the Federal Social Security Administration will be considered to be
disabled under this Plan, but qualification for such benefits shall not be
required as evidence of disability hereunder.

      


      (n)           “Employee” means any common law
employee of the Company or any subsidiary or affiliate thereof, including AK
Steel Corporation.  A Director is not an Employee solely by reason of
his position as a Director and, unless otherwise employed by the Company, shall
not be considered to be an Employee under this Plan.

      


      (o)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
act thereto.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (p)           “Fair Market Value” shall
mean:

      


      (i)           if
the Shares are traded on an established United States national stock exchange or
in the United States over-the-counter market with prices reported on the NASDAQ,
the average of the highest and lowest sales prices for Shares on the relevant
date (or, if there were no sales of Shares on such date, the weighted average of
the mean between the highest and lowest sale prices for Shares on the nearest
preceding trading day on which there were sales of Shares); and

      


      (ii)           if
the Shares are not traded as described in clause (i), the fair market value of
such Shares on the relevant date, as determined in good faith by the
Board.

      


      (q)           “Insider” shall mean an
Employee who is, on the relevant date, an executive officer or ten percent (10%)
Beneficial Owner of the Company, as defined under Section 16 of the Exchange
Act, or a Director.

      


      (r)           “Nonqualified Stock Option” or
“Option” means an option
to purchase Shares from the Company at a price established in an Option Award
Agreement.  No incentive stock option within the meaning of Code
Section 422 may be granted under this Plan.

      


      (s)           “Option Award” means,
individually or collectively, a grant under this Plan of a Nonqualified Stock
Option.

      


      (t)           “Option Award Agreement” means
an agreement setting forth the terms and provisions applicable to an Option
Award granted to a Participant under this Plan.

      


      (u)           “Option Price” means the price
at which a Share may be purchased by a Participant under the terms of an Option
Award Agreement.

      


      (v)           “Par Value” shall mean the
designated par value of one Share.

      


      (w)          “Participant” means any
Director or Employee who possesses an unexpired Award granted under the
Plan.

      


      (x)           “Performance Share” means
Shares (or units representing the right to receive Shares) granted to a
Participant subject to attainment of certain performance criteria and objectives
in accordance with the terms of the Plan.

      


      (y)           “Performance Share Award” means
individually or collectively, a grant under this Plan of a Performance
Share.

      


      (z)           “Performance Share Award
Agreement” means an agreement setting forth the terms and provisions
applicable to a Performance Share Award under this Plan.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (aa)           “Plan” means the AK Steel
Holding Corporation Stock Incentive Plan as set in this document, and if amended
at any time, then as so amended.

      


      (bb)           “Restricted Stock” means Shares
granted to a Participant subject to certain restrictions on the Participant’s
right to sell, transfer, assign, pledge, encumber or otherwise alienate or
hypothecate the Shares except in accordance with the terms of this
Plan.

      


      (cc)           “Restricted Stock Award” means,
individually or collectively, a grant under this Plan of Shares of Restricted
Stock.

      


      (dd)           “Restricted Stock Award
Agreement” means an agreement setting forth the terms and provisions
applicable to a Restricted Stock Award under this Plan.

      


      (ee)            “Restricted Stock Unit” means
an Award that represents the right to receive a Share, granted to a Director in
accordance with the terms of the Plan.

      


      (ff)            
“Restricted Stock Unit
Award” means, individually or collectively,
a grant under this Plan of Restricted Stock Units.

      


      (gg)           
“Restricted Stock Unit Award
Agreement” means an agreement setting forth
the terms and provisions applicable to a Restricted Stock Unit Award under this
Plan.

      


      (hh)             “Retirement” shall mean
termination of employment with the Company or any affiliate of the Company with
eligibility to immediately commence to receive a pension under the Company’s
noncontributory defined benefit pension plan as in effect on the Employee’s
termination date.  For a Participant who is not participating in such
plan, Retirement shall mean any termination of employment with the Company which
would have entitled such Participant to be eligible to immediately commence to
receive a pension under the Company’s non-contributory defined benefit pension
plan had the Participant been a participant.

      


      (ii)                “Shares” means the shares of
voting common stock of the Company.

      


      Article
3.  Administration.

      


      3.1           The Committee.  The
Plan shall be administered by the Committee.  The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent.  Expenses
incurred by the Committee in the engagement of such counsel, consultant or agent
shall be paid by the Company.  No member or former member of the Board
or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted hereunder.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      3.2           Authority of the
Committee.  The Committee shall have full power, subject to the
provisions of this Plan, except as limited by law or by the Articles of
Incorporation or Bylaws of the Company: (a) to determine the size and types of
Awards (except as to Awards to Directors which shall be limited to the size and
shall be subject to the conditions expressly permitted by this Plan); (b) to
determine the terms and conditions of each Award Agreement in a manner
consistent with the Plan; (c) to construe and interpret the Plan and any
agreement or instrument entered into under the Plan; (d) to establish, amend, or
waive rules and regulations for the Plan’s administration; and, (e) subject to
the provisions of Article 11 herein, to amend the terms and conditions of any
outstanding Award Agreement to the extent such terms and conditions are within
the discretion of the Committee as provided in the Plan.  Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan.  The Committee may
delegate its authority hereunder to the extent permitted by law.  In
no event shall a Director who is a Participant vote in any matter related solely
to such Director’s Award under this Plan.

      


      3.3           Decisions
Binding.  All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its shareholders, Directors, Employees, Participants, and
their estates, beneficiaries or assignees.  In all cases, Awards to
Directors shall be subject to the same terms, conditions and interpretations
applicable generally to Awards to non-Director Participants.

      


      3.4           Arbitration.  Each
Participant who is granted an Award hereunder agrees as a condition of the Award
to submit to binding arbitration any dispute regarding the Plan or any Award
made under the Plan, including by way of illustration and not limitation, any
decision of the Committee or any action of the Company respecting the
Plan.  Such arbitration shall be held in accordance with the rules of
the American Arbitration Association before an arbitrator selected by the
Company and acceptable to the Participant.  If the Participant objects
to the appointment of the arbitrator selected by the Company, and the Company
does not appoint an arbitrator acceptable to the Participant, then the Company
and the Participant shall each select an arbitrator and those two arbitrators
shall collectively appoint a third arbitrator who shall alone hear and resolve
the dispute.  The Company and the Participant shall share equally the
cost of arbitration.  No Company agreement of indemnity, whether under
the Articles of Incorporation, the By-Laws or otherwise, and no insurance
purchased by the Company shall apply to pay or reimburse any Participant’s costs
of arbitration.

      


      Article
4.  Shares Subject to Grant Under the Plan.

      


      4.1           Number of
Shares.  Subject to adjustment as provided in this Section and
in Section 4.3, an aggregate of 16,000,000 Shares shall be available for the
grant of Option Awards, Restricted Stock Awards, Restricted Stock Unit Awards, and Performance
Share Awards under the Plan (hereinafter called the “Share Pool”); provided,
however, that no Employee may be granted Awards under the Plan in any calendar
year with respect to more than 600,000 Shares.  The Committee, in its
sole discretion, shall determine the appropriate division of the Share
Pool


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      as
between Option Awards, Restricted Stock Awards, Restricted Stock Unit Awards, and Performance
Share Awards.  Shares issued pursuant to any Award may be either
authorized and previously unissued Shares or reacquired Shares.

      


      The
following rules will apply for purposes of the determination of the number of
Shares available for grant under the Plan:

      


      (a)           the
grant of an Award to an Employee shall reduce the Shares available in the Share
Pool for grant under the Plan by the number of Shares subject to the Award;
and

      


      (b)           to
the extent that an Option is settled in cash rather than by the delivery of
Shares, the Share Pool shall be reduced by the number of Shares represented by
the cash settlement of the Option (subject to the limitation set forth in
Section 4.2 herein).

      


      4.2           Lapsed Awards.  If
any Award granted under this Plan is canceled, terminates, expires or lapses for
any reason, any Shares then subject to such Award again shall be available for
grant under the Plan and shall return to the Share Pool.

      


      4.3           Adjustments in Authorized
Shares.  In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock dividend,
split-up, Share combination, or other change in the corporate structure of the
Company affecting the Shares, to prevent dilution or enlargement of rights, an
appropriate adjustment shall be made in an equitable manner by the Committee in
the number and class of Shares which may be delivered under the Plan, in the
number and class of Shares that may be issued to an Employee with respect to
Awards in any given period, and in the number and class of and/or price of
Shares subject to any then unexercised and outstanding Awards. The number of
Shares subject to any Award shall always be a whole number.

      


      4.4           Rights as a
Shareholder.  No person shall have any rights as a shareholder
with respect to Shares subject to an Option Award until the date the Company
receives full payment of the Option price, including any sum due for withholding
pursuant to Section 6.6. A person who has Restricted Stock shall have the rights of an owner of
Shares, except to the extent those rights are expressly limited by then
applicable restrictions on transfer contained in this Plan and the Restricted
Stock Award Agreement.  No person shall
have any rights as a shareholder with respect to a Restricted Stock Unit Award
until such date that the Participant may receive Shares pursuant to the
Restricted Stock Unit Award.  No person shall have any rights
as a shareholder with respect to a Performance Share Award until such date that
the Participant may receive the Shares covered by the Performance Share
Award.

      


      Article 5.  Eligibility and
Participation.  Directors and Employees shall be eligible to be
Participants in this Plan.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Article
6. Stock Options.

      


      6.1           Grant
of Options.

      


      (a)           Options
may be granted to an Employee at any time and from time to time as shall be
determined by and in the sole discretion of the Committee, subject to the
provisions of Section 4.1.

      


      (b)           Options
with respect to ten thousand (10,000) Shares shall be granted to each Director
who is not employed by the Company on the date of his or her initial election to
the Board, and additional Options in a similar amount may be granted at
approximately five year intervals thereafter to such Directors during their term
on the Board as shall be determined by and in the sole discretion of the
Committee, subject to the following terms and conditions:

      


      (i)           the
Option Price described in Section 6.3 shall be the Fair Market Value of the
Shares on the date of grant;

      


      (ii)           the
Options shall be exercisable in accordance with Section 6.4 until the tenth
(10th) anniversary of the date of grant;

      


      (iii)          any
restriction on the right to exercise the Options in accordance with Section
6.5(a) shall lapse on the first anniversary of the date of the Option
Award;

      


      (iv)          for
the purposes of this Plan, death shall be treated as death while employed under
Section 6.8(a)(i); Disability or Retirement from the Board shall be subject to
the provisions of Sections 6.8(b) and (c); failure to be reelected shall be an
involuntary termination subject to the terms of Section 6.8(d)(i); and
resignation or failure to stand for reelection shall be deemed to be a voluntary
termination subject to the terms of Section 6.8(e); and

      


      (v)           the
limited right of transferability shall be granted in accordance with Section
6.7.

      


      Except
as above modified or interpreted, the provisions of this Article 6 shall apply
to Directors in the same manner it applies to others.

      


      6.2           Option Award
Agreement.  Each Option shall be granted pursuant to a written
Option Award Agreement, signed by the appropriate member of the Committee or its
designee, and specifying the terms and conditions applicable to the Options
granted including: the Option Price; the period during which the Option may be
exercised; the number of Shares to which the Option pertains; the conditions
under which the Option is exercisable; and such other provisions as the
Committee may from time to time determine.  The Option Award Agreement also shall


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      specify
that the Option is intended to be a Nonqualified Stock Option whose grant is
intended not to fall under the provisions of Code Section 422.

      


      6.3           Option Price.  The
Option Price for each Share subject to purchase shall be determined by the
Committee and stated in the Option Award Agreement but in no event shall be less
than the Fair Market Value of the Shares on the date of grant of the
Award.

      


      6.4           Duration of
Options.  Each Option shall be exercisable for such period as
the Committee shall determine at the time of grant.  No Option shall
be exercisable later than the tenth (10th) anniversary of the date of its
grant.

      


      6.5           Exercise
of Options.

      


      (a)           Options
granted under the Plan shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance approve,
which need not be the same for each grant or for each
Participant.  The Committee may provide, by rule or regulation or in
any Option Award Agreement, that the exercisability of an Option may be
accelerated or extended under various circumstances to a date not later than the
latest expiration date permitted in accordance with Section 6.4.

      


      (b)           Each
Option shall be exercisable only by delivery to the Committee in care of the
Secretary of the Company of a written notice of exercise in such form as the
Committee may require.  A notice of exercise shall: specify the number
of shares to be purchased, shall be signed by the Participant or holder of the
Option and shall be dated the date the signature is affixed.

      


      6.6           Payment.  Except as
hereinafter provided, a written notice of exercise shall be accompanied by full
payment for the Shares to be purchased.  Subject to the provisions of
Article 12, payment shall include any income or employment taxes required to be
withheld by the Company from the employee’s compensation with respect to the
Shares so purchased.

      


      (a)           The
Option Price upon exercise of any Option shall be payable to the Company in full
either: (i) in cash or its equivalent, or (ii) by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to
the total Option Price (provided that any Shares so tendered which have been
acquired from the Company shall have been held by the Participant for at least
six (6) months prior to such tender), in proper form for transfer and
accompanied by all requisite stock transfer tax stamps or cash in lieu thereof,
or (iii) by a combination of (i) and (ii).

      


      (b)           The
Committee also may allow cashless exercises as permitted under Federal Reserve
Board Regulation T, subject to applicable securities law restrictions, or by any
other means which the Committee determines to be consistent with the Plan’s
purpose and applicable law.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (c)           As
soon as practicable after receipt of a written notice of exercise and full
payment, the Company shall deliver to the Participant, in the Participant’s
name, Share certificates in an appropriate amount based upon the number of
Shares purchased.

      


      6.7           Restrictions on
Transferability.  Except to the extent permitted under this
Section 6.7, no Option granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, all Options granted to a
Participant under the Plan shall be exercisable during his or her lifetime only
by such Participant.  Notwithstanding the foregoing, the right to
purchase Shares subject to an Option Award may be transferred, in whole or in
part, by a Participant during a Participant’s lifetime, to a Participant’s
spouse, child or grandchild, or to the trustee of a testamentary or other
grantor trust established primarily for the benefit of a Participant’s spouse,
child or grandchild; provided that:

      


      (a)           A
transfer shall only be effective upon receipt by the Secretary of the Company,
on behalf of the Committee, of written notice of transfer in such form as the
Committee may require;

      


      (b)           A
notice of transfer shall: (i) identify the name, address and relationship of the
transferee to the Participant; (ii) identify the Option Award which is the
subject of the transfer, the number of Shares transferred and the consideration
paid, if any, for the transfer; (iii) in the case of a transfer to a trustee,
include evidence satisfactory to the Committee that under the terms of the trust
the transfer is for the exclusive benefit of a Participant’s spouse, child or
grandchild; and (iv) include a copy of the authorized signature of each person
who will have the right to exercise the option to purchase and all information
relevant to the rights transferred; and

      


      (c)           A
transferee may not transfer any rights.  Upon the transferee’s death,
all rights shall revert to the Participant.

      


      The
Committee may impose such additional restrictions on transferability as it may
deem advisable, including, without limitation, restrictions under applicable
Federal securities laws, under the requirements of any stock exchange or market
upon which such Shares are then listed and/or traded, and under any blue sky or
state securities laws applicable to such Shares.

      


      6.8           Termination of
Employment.  Except as hereinafter provided, Options granted
under the Plan may not be exercised by any person, including a transferee of any
rights under an Option Award, unless the Participant is then in the employ of
the Company and unless the Participant has remained continuously so employed
since the date of grant of the Option.  Subject to the duration set
forth in Section 6.4, Options shall be exercisable as follows unless otherwise
provided by the Committee:

      


      (a)           in
the case of a Participant’s death:


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (i)           while
employed by the Company, by the Beneficiary or representative during a period of
three (3) years following the date of the Participant’s death; and in such a
case may be exercised even before expiration of the six (6)-month or longer
period established in accordance with Section 6.5(a); or

      


      (ii)           after
his Retirement, but before the third anniversary of his Retirement, by the
Beneficiary or representative on or before the third anniversary of his
Retirement;

      


      (b)           in
the case of the Participant’s Disability, by the Participant or by the
Participant’s appointed representative during a period of three (3) years
following the date of the Participant’s last day worked;

      


      (c)           in
the case of the Participant’s Retirement, by the Participant during a period
of  three (3) years following the date of the Participant’s last day
worked;

      


      (d)           in
the case of a Participant’s involuntary termination of employment:

      


      (i)           for
reasons other than Cause, by the Participant during a period of three (3) years
following the date of the Participant’s last day worked; or

      


      (ii)           for
Cause, by the Participant on or before his last day worked whether or not the
Committee has made its final determination that there is Cause for termination
as of that last day worked; and

      


      (e)           in
the case of a Participant’s voluntary termination of employment, his last day
worked.

      


      Article
7.  Restricted Stock and Restricted
Stock Units.

      


      7.1           Restricted Stock Awards and Restricted Stock
Unit
Awards.  Restricted Stock Awards may be made to any Director or Employee at any time while the Plan is in effect and Restricted
Stock Unit Awards may be made to Directors at any time while the Plan is
in effect.  Restricted Stock Awards and
Restricted Stock Unit Awards may be made whether or not prior such Awards have been made to said
person.

      


      7.2           Notice.  The
Committee shall promptly provide each Participant with written notice setting
forth the number of Shares covered by the Restricted Stock Award or Restricted Stock Unit Award and such
other terms and conditions relevant thereto, including the purchase price, if
any, to be paid for the Shares by the recipient of a Restricted Stock Award, as may be considered
appropriate by the Committee.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      7.3           Restrictions on Transfer of Restricted Stock.  The purpose of
these restrictions is to provide an incentive to each Participant to continue to
provide services to the Company and to perform his or her assigned tasks and
responsibilities in a manner consistent with the best interests of the Company
and its stockholders.  The Restricted
Stock awarded pursuant to the Plan shall be subject to the following
restrictions:

      


      (a)           Stock
certificates evidencing shares shall be issued in the sole name of the
Participant (but may be held by the Company until the restrictions shall have
lapsed in accordance herewith) and shall bear a legend which, in part, shall
provide that:

      


      “The
shares of common stock evidenced by this certificate are subject to the terms
and restrictions of the AK Steel Holding Corporation Stock Incentive
Plan.  These shares are subject to forfeiture or cancellation under
the terms of said Plan.  These shares may not be sold, transferred,
assigned, pledged, encumbered or otherwise alienated or hypothecated except
pursuant to the provisions of said Plan, a copy of which Plan is available from
the Secretary of the Company upon request.”

      


      (b)           No
Restricted Stock may be sold, transferred, assigned, pledged, encumbered or
otherwise alienated or hypothecated unless, until and then only to the extent
that said restrictions shall have lapsed in accordance with Section
7.4.

      


      7.4           Lapse of
Restrictions.  The restrictions set forth in Section 7.3 will
lapse only if, on the date restrictions are to lapse in accordance with this
Section 7.4, the Participant has been continuously employed by the Company or
has been a Director from the time of the Restricted Stock Award to such date of
lapse.  If the lapse schedule  would result in the lapse of
restrictions in a fractional share interest, the number of shares will be
rounded down to the next lowest number of full shares for each of the first two
lapse dates, with the balance to relate to the final lapse
date.  Unless otherwise provided by the Board:

      


      (a)           with
respect to a Restricted Stock Award to an Employee, the restrictions set forth
in Section 7.3 shall lapse with respect to twenty-five percent (25%) of the
Shares subject thereto on the second anniversary of the date of the Award; and
with respect to an additional twenty-five percent (25%) of the Shares subject
thereto on each of the third, fourth and fifth anniversaries of the date of the
Award; and

      


      (b)           with
respect to a Restricted Stock Award to a Director, the restrictions set forth in
Section 7.3 shall lapse upon completion of the full tenure for which the
Director was elected to serve on the Board.

      


      7.5           Vesting and Forfeiture of Restricted Stock.  Upon the lapse of
the restrictions set forth in Section 7.3 with respect to Shares covered by a
Restricted Stock Award, ownership of the Shares with respect to which the
restrictions have lapsed shall vest in the holder of the Award.  In
the event of termination of an Employee’s employment, or in the event a Director
fails to complete his or her full tenure on the Board, all Shares then still
subject to the restrictions


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      described
in Section 7.3 shall be forfeited by the Participant and returned to the Company
for cancellation, except as follows:

      


      (a)           Restrictions
with respect to Shares covered by an outstanding Restricted Stock Award held by
a Director shall lapse upon the date of his or her mandatory retirement from the
Board by reason of age.  In the case of an Employee’s retirement, the
Committee may in its sole discretion elect to waive all or any portion of the
restrictions remaining in respect of a Restricted Stock Award held by that
employee.  Any outstanding restrictions shall lapse in case of death
or Disability of the holder of a Restricted Stock Award.  Evidence of
Disability will be entitlement to disability income benefits under the Federal
Social Security Act; and

      


      (b)           The
Committee may at any time in its sole discretion accelerate or waive all or any
portion of restrictions remaining in respect of the Shares covered by an
outstanding Restricted Stock Award (to the extent not waived pursuant to
paragraph (a) above).  This authority may be exercised for any or all
Participants; provided that the waiver in any particular case shall not bind the
Committee in any other similar case, it being the intention of the Company to
grant the Committee the broadest possible discretion to act or to refuse to act
in this regard.  Any such action taken on behalf of a Director shall
require the unanimous consent of all Directors (excluding the Director for whose
benefit the action is taken) then in office.

      


      7.6           Rights as
Shareholder.  Upon issuance of the stock certificates
evidencing a Restricted Stock Award and subject to the restrictions set forth in
Section 7.3 hereof, the Participant shall have all the rights of a shareholder
of the Company with respect to the Shares of Restricted Stock represented by
that Restricted Stock Award, including the right to vote the shares and receive
all dividends and other distributions paid or made with respect
thereto.

      


      7.7           Restricted Stock and Restricted Stock
Unit Awards to
Directors.

             

                (a)           Except
as otherwise determined by majority vote of the Board with respect to any
calendar year, fifty percent (50%) of each Director’s annual retainer fee for
services on the Board shall be paid in the form of Restricted Stock Awards or in the form of Restricted Stock Unit Awards,
as determined by the Board. Each Director may elect before the beginning
of each calendar year to have more than
fifty percent (50%) of his or her annual
retainer fee, and/or a portion of any other fees to be earned in such calendar
year for services on the Board, paid to him or her
by such means.  The Awards shall be made at intervals during
the calendar year as the Company determines to be administratively feasible, but
not less frequently than quarterly, according to procedures established by the
Company and approved by the Board.

      


       (b)           Any Director’s election under (a) above with respect to
retainer fees earned in 2008 shall be deemed to apply to any Restricted Stock
Unit Awards made in 2008.  Prior to December 31, 2008, each Director
may elect to convert all of his or her then outstanding Restricted Stock Awards
to Restricted Stock Unit Awards according to procedures established by the
Board.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (c)           The terms of any Restricted Stock Unit Award granted
under the Plan, including any Restricted Stock Awards converted into Restricted
Stock Unit Awards under (b) above, shall be set forth in Restricted Stock Unit
Award Agreements which shall contain provisions determined by the Board and not
inconsistent with the Plan, including any vesting and forfeiture conditions, and
the time and form of settlement of the applicable Restricted Stock Units. The
terms of Restricted Stock Unit Award Agreements need not be the same with
respect to each Director. 

      


      (d)           The Board may at any time in its sole discretion
accelerate or waive all or any portion of vesting restrictions remaining in
respect of the Shares covered by an outstanding Restricted Stock Unit
Award.  This authority may be exercised for any or all Directors;
provided that the acceleration or waiver in any particular case shall not bind
the Board in any other similar case, it being the intention of the Company to
grant the Board the broadest possible discretion to act or to refuse to act in
this regard.  Any such action shall require the unanimous consent of
all Directors (excluding the Director for whose benefit the action is taken)
then in office.

      


      (e)           The holder of a Restricted Stock Unit Award shall not
have any rights of a shareholder of the Company with respect to such Award,
including the right to vote the shares.  Except as otherwise provided
in a Restricted Stock Unit Award Agreement, prior to settlement or forfeiture,
any Restricted Stock Unit shall carry with it a right to dividend equivalents
under which the Participant shall be entitled to receive the value of all
dividends and other distributions (with respect to actual Shares) in the form of
additional Restricted Stock Units. Such additional Restricted Stock Units shall
be subject to the same restrictions as the Restricted Stock Unit Award to which
they relate.

      


      (f)           Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, Restricted Stock Units may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated.

      


      (g)           Settlement of Restricted Stock Units shall be made in
the form of Shares and distribution of such Shares shall occur or commence as
provided in the applicable Restricted Stock Unit Award Agreement; provided
however, such settlement and distribution may be deferred to a later date as
elected by the Director in accordance with procedures established by the Company
to ensure compliance with applicable law, including Section 409A of the
Code.

      


      Article
8.  Performance Shares

       

      8.1           Grant of Performance
Shares.  Subject to the terms and conditions of the Plan,
Performance Shares may be granted to Employees at any time and from time to time
as shall be determined by the Committee.  The Committee shall have
complete discretion in determining the number of Performance Shares granted to
each Participant and the terms and conditions thereof. 

       

      8.2           Value of Performance
Shares.  The Committee shall set performance goals over certain
periods to be determined in advance by the Committee (“Performance
Periods”).  Prior to each grant of Performance Shares, the Committee
shall establish an initial number of Shares for

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      each
Performance Share Award granted to each Participant for that Performance
Period.  Prior to each grant of Performance Shares, the Committee also
shall set the performance goals that will be used to determine the extent to
which the Participant may receive a payment of Shares with respect to the
Performance Shares awarded for such Performance Period.  These goals
will be based on the attainment, by the Company or its subsidiaries or
affiliates, of one or more certain performance criteria and objectives described
in Section 8.8 herein.  With respect to each such performance measure
utilized during a Performance Period, the Committee shall assign percentages to
various levels of performance which shall be applied to determine the extent to
which the Participant may receive a payout of the number of Shares for the
Performance Shares awarded for such Performance Period.

       

      8.3           Payment of
Shares.  After a Performance Period has ended, the holder of a
Performance Share shall be entitled to payment of the applicable number of
Shares with respect thereto as determined by the Committee.  The
Committee shall make this determination by first determining the extent to which
the performance goals set pursuant to Section 8.2 have been met.  It
will then determine the applicable percentage to be applied to, and will apply
such percentage to the number of Performance Shares to determine the payout to
be received by the Participant.  In addition, with respect to
Performance Shares granted to any Covered Employee, no payout shall be made
hereunder except upon written certification by the Committee that the applicable
performance goal or goals have been satisfied to a particular
extent.

       

      8.4           Committee Discretion to Adjust
Awards.  Subject to limitations applicable to payments to
Covered Employees, the Committee shall have the authority to modify, amend or
adjust the terms and conditions of any Performance Share Award Agreement, at any
time or from time to time, including but not limited to the performance
goals.

       

      8.5           Form and Timing of
Payment.  The payment described in Section 8.3 herein shall be
made in the applicable number of Shares as soon as administratively feasible
after the end of the Performance Period to which such payment relates but no
later than March 15 immediately following the end of such Performance
Period.  All such Shares shall be issued on the same date unless
otherwise prescribed by the Committee.  Unless the Committee provides
otherwise, the value of any dividends with respect to such issued Shares that
the Participant would have been entitled to during the applicable Performance
Period had he held such Shares during such Performance Period shall also be paid
to the Participant in whole Shares on said date.

       

      8.6           Termination
of Employment.

       

      (a)           Unless
the Committee provides otherwise, in the event the employment of a Participant
is terminated by reason of death, Disability, or Retirement, each Performance
Share Award held by the Participant shall be deemed earned on a prorated basis,
and a prorated payment based on the Participant’s number of full months of
service during the Performance Period, further adjusted based on the achievement
of the performance goals during the entire Performance Period, as computed by
the Committee, shall be made at the time payments are made to Participants who
did not terminate service during the Performance Period.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (b)           If
the employment of a Participant shall terminate for any reason other than death,
Disability or Retirement, all Performance Shares shall be forfeited and no
payment shall be made with respect thereto; provided however, the Committee may
in its sole discretion waive such forfeiture and provide for a payment to the
Participant with respect to outstanding Performance Shares, determined in such
manner and payable at such time as the Committee deems appropriate under the
circumstances.  This authority of the Committee may be exercised for
any or all Participants; provided that its action in any particular case shall
not bind the Committee in any other case, it being the intention of the Company
to grant the Committee the broadest possible discretion to act or refuse to act
in this regard.

       

      8.7           Nontransferability.  No
Performance Shares granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, otherwise than by will or by
the laws of descent and distribution until the termination of the applicable
Performance Period.  All rights with respect to Performance Shares
granted to a Participant under the Plan shall be exercisable during his lifetime
only by such Participant.

       

      8.8           Performance
Goals.

       

      (a)
For purposes of this Plan, including but not limited to Awards of Performance
Shares under this Article 8, “performance goals” shall mean the criteria and
objectives, determined by the Committee, which shall be satisfied or met during
the applicable Performance Period as a condition to the Participant’s receipt of
Shares with respect to such Award.  The criteria or objectives for an
Award shall be determined by the Committee in writing, shall be measured for
achievement or satisfaction during the Performance Period in which the Committee
established for such Participant to satisfy or achieve such criteria and
objectives and may be absolute in their terms or measured against or in
relationship to an index or other companies comparably, similarly or otherwise
situated or other external or internal measure and may be based on or adjusted
for any other objective goals, events, or occurrences established by the
Committee, provided that such criteria and objectives relate to one or more of
the following:  total shareholder return; earnings; earnings per
share; net income; revenues; operating profit; income before taxes, depreciation
and/or amortization; cash flow; expenses; market share; return on assets; return
on capital employed; return on equity; assets; value of assets; Fair Market
Value of Shares; regulatory compliance; safety standards; quality standards;
cost reduction objectives; satisfactory internal or external audits; improvement
of financial ratings; achievement of balance sheet or income statement
objectives; profit per ton shipped; or other financial, accounting or
quantitative objectives established by the Committee.

       

      (b)
Performance criteria and objectives may include or exclude extraordinary or
unusual charges or credits; pension or other employee benefit plan corridor
charges or credits; losses from discontinued operations; restatements and
accounting changes and other unplanned special charges such as restructuring
expenses; acquisitions; acquisition expenses, including expenses related to
impairment of goodwill or other intangible assets; stock offerings; stock
repurchases and loan loss provisions.  Such performance criteria and
objectives may be particular to a line of business, subsidiary or affiliate or
the Company generally, and may, but need not be, based upon a change or an
increase or positive result.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (c)
In interpreting Plan provisions applicable to performance criteria and
objectives and to Performance Share Awards to Participants who are Covered
Employees, it is the intent of the Plan to conform with the standards of Section
162(m) of the Code and the regulations thereunder.  The Committee in
establishing performance criteria and objectives applicable to such Awards, and
in interpreting the Plan, shall be guided by such standards, including, but not
limited to providing that the Award shall be paid solely as a function of
attainment of objective performance criteria and objectives based on one or more
of the specific criteria and objectives set forth in this Section 8.8
established by the Committee not later than 90 days after the Performance Period
applicable to the Performance Share Award has commenced (or, if such period of
service is less than one year, not later than the date on which 25% of such
period has elapsed).  Prior to the payment of any compensation based
on achievement of performance criteria and objectives to any such Covered
Employee, the Committee must certify in writing the extent to which the
applicable performance criteria and objectives were, in fact, achieved and the
amounts to be paid, vested or delivered as a result thereof, provided the
Committee may reduce, but not increase, such amount.

       

      Article
9. Rights of Employees.

      


      9.1           Employment. Nothing in the
Plan shall: (a) interfere with or limit in any way the right of the Company to
terminate any Participant’s employment at any time; (b) confer upon any
Participant any right to continue in the employ of the Company or its
subsidiaries; or (c) be evidence of any agreement or understanding, express or
implied, that the Company will employ any Participant in any particular position
at a particular rate of compensation or for any particular period of
time.

      


      9.2           Participation.  Nothing
in this Plan shall be construed to give any person any right to be granted any
Award other than at the sole discretion of the Committee or as giving any person
any rights whatsoever with respect to Shares except as specifically provided in
the Plan.  No Participant shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.

      


      Article
10.  Change of Control.

      


      Upon
the occurrence of a Change of Control, unless otherwise specifically prohibited
by the terms of this Article 10:

      


      (a)           any
and all outstanding Options previously granted hereunder, if not then
exercisable, shall become immediately exercisable, any restrictions on the
transfer of Shares of Restricted Stock shall lapse and expire effective as of
the date of the Change of Control; and the
settlement date with respect to any outstanding Restricted Stock Units shall be
the effective date of the Section 409A Change of Control (as defined in the
Restricted Stock Unit Award Agreement);

      


      (b)           subject
to Article 11 herein, the Committee shall have the authority to make any
modifications to any Option Award, Performance Share Award, Restricted Stock


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Award, and Restricted Stock Unit Award determined
by the Committee to be appropriate before the effective date of the Change of
Control;

      


      (c)           except
as otherwise provided in the Performance Share Award Agreement,  any
unearned Performance  Share Award shall be deemed earned at the target
amount assigned to each such Award,  and a prorated payment based on
the number of full months of the Performance Period with respect to each such
Award that have elapsed as of the effective date of the Change of Control shall
be made as soon as administratively feasible following the effective date of the
Change of Control; and

      


      (d)           if
the Shares are no longer traded over a national public securities exchange
following a Change of Control:

      


      (i)           Participants
holding Options shall have the right to require the Company to make a cash
payment to them in exchange for their Options.  Such cash payment
shall be contingent upon the Participant’s surrendering the
Option.  The amount of the cash payment shall be determined by adding
the total positive “spread” on all outstanding Options.  For this
purpose, the total “spread” shall equal the difference between: (1) the higher
of (i) the highest price per Share paid or offered in any transaction related to
a Change of Control of the Company; or (ii) the highest Fair Market Value per
Share at any time during the ninety (90) calendar day period preceding a Change
of Control; and (2) the Option Price applicable to each Share held under Option;
and

      


      (ii)           Participants
holding Shares of Restricted Stock, Restricted
Stock Units and/or Shares received pursuant to (c) above with respect to
Performance Share Awards shall have the right to require the Company to make a
cash payment to them in exchange for such Shares
or Restricted Stock Units.  Such cash payment shall be
contingent upon the Participant’s surrendering the Shares or Restricted Stock Units.  The amount
of the cash payment shall be not less than the higher of (1) the highest price
per Share paid or offered in any transaction related to a Change of Control of
the Company; or (2) the highest Fair Market Value per Share at any time during
the ninety (90) calendar day period preceding a Change of
Control.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Article
11.  Amendment, Modification, and Termination.

      


      11.1           Amendment, Modification, and
Termination.  The Board may at any time and from time to time,
alter, amend, suspend or terminate this Plan in whole or in part; provided, that
no amendment that (a) requires shareholder approval in order for this Plan to
continue to comply with Rule 16b-3 under the Exchange Act, including any
successor to such Rule, or (b) would modify the provisions of Section 3.1 or the
first paragraph of Section 4.1 of this Plan, shall be effective unless such
amendment shall be approved by the requisite vote of shareholders of the Company
entitled to vote thereon.

      


      11.2           Awards Previously
Granted.  No termination, amendment, or modification of the
Plan shall adversely affect in any material way any Award previously granted
under the Plan without the written consent of the Participant holding such
Award.  If consent is not given, the Award shall continue in force in
accordance with its terms without modification.

      


      Article
12.  Withholding.

      


      12.1           Tax
Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, (including the
Participant’s FICA obligation, if any) required by law to be withheld with
respect to any taxable event arising or as a result of this
Plan.  Failure to cooperate with the Company in paying any such
withholding shall cause the cancellation of the Shares subject to the taxable
transaction without liability for such cancellation.

      


      12.2           Share
Withholding.  With respect to withholding required upon the
exercise of Options, the vesting of Shares under a Restricted Stock Award, or
receipt of Shares pursuant to a Performance Share Award, Participants may elect,
subject to the approval of the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.  All
elections shall be irrevocable, made in writing, signed by the
Participant.  In addition to the foregoing requirements, an Insider
may elect Share withholding only if such election is made in compliance with
Section 16 of the Exchange Act.

      


      Article
13.  Indemnification.  The Company shall indemnify
and hold harmless each member of the Committee, or of the Board, against and
from any loss, cost, liability or expense, including reasonable attorney’s fees
and costs of suit, that may be imposed upon or reasonably incurred by the member
in connection with or resulting from any claim, action, suit, or proceeding to
which the member may be a party defendant or in which the member may be involved
as a defendant by reason of any action taken or any failure to act under the
Plan and against and from any and all amounts paid in settlement thereof or paid
in satisfaction of any judgment in any such action, suit, or proceeding against
the member, provided that the member shall give the Company an opportunity, at
its own expense, to handle and defend the same before the member undertakes to
handle and defend it or agrees to any settlement of the claim.  The
foregoing right of


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      indemnification
shall be in addition to, and not exclusive of, any other rights of
indemnification to which the member may be entitled under the Company’s Articles
of Incorporation or By-Laws, as a matter of law, or otherwise.  This
right shall not extend to any action by a Director as a claimant of rights under
the Plan, whether on the Director’s behalf or on behalf of a class of persons
which would include the Director, unless filed in the form of a declaratory
judgment seeking relief for the Company or the Plan.

      


      Article
14.  Successors.  All obligations of the Company
under the Plan, with respect to Awards granted hereunder, shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the
Company.

      


      Article 15.  Listing of
Shares and Related Matters.  If at any time the Committee shall
determine that the listing, registration or qualification of the Shares subject
to any Award on any securities exchange or under any applicable law, or the
consent or approval of any governmental regulatory authority, is necessary or
desirable as a condition of, or in connection with, the granting of an Option or
the issuance of Shares thereunder, the granting of a Restricted Stock Award,
the granting of Shares pursuant to a Restricted
Stock Unit Award or the granting of Shares pursuant to a Performance
Share Award, no Option that is the subject of such Award may be exercised in
whole or in part and no certificates may be issued or reissued in respect of any
Restricted Stock, Restricted Stock Unit or
Performance Share Award that is the subject of such Award unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

      


      Article
16.  Legal Construction.

      


      16.1           Gender and
Number.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

      


      16.2           Severability.  If
any provision of the Plan shall be held by a court of competent jurisdiction to
be illegal, invalid or unenforceable for any reason, the illegality, invalidity
or unenforceability shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal, invalid or unenforceable
provision had not been included.  Unless otherwise specifically
provided in a final order by a court of competent jurisdiction, no such judicial
determination shall deprive a Participant of the economic advantage, if any, of
unexpired Options under any Option Award Agreement, of Shares of Restricted
Stock then subject to restrictions under the terms of the Plan or the Restricted
Stock Award Agreement, of any Restricted Stock
Unit Awards, or of any Performance Share Awards.  If any such
judicial determination does or would have an adverse impact then the Company
shall assure the Participant of the right to receive cash in an amount equal to
the value of any Award under the Plan prior to the determination of its
invalidity in the same manner as if such Award was lawful and the benefit
granted thereunder could be enjoyed in accordance with the terms of the
Award.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      16.3           Requirements of
Law.  The granting of Awards and the issuance of Shares under
the Plan shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

      


      16.4           Securities Law
Compliance.  With respect to Insiders, transactions under this
Plan are intended to comply with all applicable conditions of Rule l6b-3 or its
successors under the Exchange Act.  To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Committee.  The obligations of the Company to issue or transfer
Restricted Stock awarded pursuant to the
Plan, Shares pursuant to a Restricted Stock Unit
Award, Shares upon exercise of an Option, or Shares pursuant to a
Performance Share Award, shall be subject to: compliance with all applicable
governmental rules and regulations, and administrative action; the effectiveness
of a registration statement under the Securities Act of 1933, as amended, if
deemed necessary or appropriate by the Company; and the condition that listing
requirements (or authority for listing upon official notice of issuance) for
each stock exchange on which outstanding shares of the same class may then be
listed shall have been satisfied.

      


      16.5           Governing Law.  To
the extent not preempted by Federal law, the Plan and all agreements hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.

      


      


      


      
        	 
      	
                AK
      STEEL HOLDING CORPORATION

              
	 
      	
                AK
      STEEL CORPORATION

              
	 
      	 
      	 
      
	 
      	
                By: 
      

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

              
	 
      	 
      	
                General
      Counsel and Secretary

              


      

      


      


      


      


      


      Adopted
1995

      Amended
November 21, 1996

      Amended
and Restated March 19, 1998

      Amended
and Restated January 16, 2003

      Amended
and Restated January 20, 2005

      Amended
December 7, 2006

      Amended
October 18, 2007

      Amended and Restated October 16,
2008