exhibit10-1.htm


     

     

    
 

    EXHIBIT
10.1

    


    FIRST
AMENDMENT TO THE

    AK
STEEL CORPORATION

    EXECUTIVE
MINIMUM AND SUPPLEMENTAL RETIREMENT PLAN

    


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

    


    


    Pursuant
to the power of amendment reserved to the Board of Directors of AK Steel Holding
Corporation in Section 9.3 of the AK Steel Corporation Executive Minimum and
Supplemental Retirement Plan (as amended and restated as of October 18, 2007)
(the “Plan”), the Plan is amended as follows effective as of July 18,
2008:

    


    
      	
              1.  

            	
              The
      last paragraph of Section 6.1(b) is changed in its entirety to read as
      follows:

            


    

    


    “Except
for any increase as a result of any change in the mortality table under Section
8.2(c), the Benefit of any Key Management Member as determined above shall not
increase after November 25, 2003, and shall not be payable under this Plan if
such Key Management Member’s employment with the Company terminates for any
reason prior to his Vesting Date.”

    


    
      	
              2.  

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

            


    

    


    “(c)           A
Key Management Member’s Benefit shall be paid in accordance with the terms of
this Article 8, but by substituting ‘Key Management Member’ for ‘Member’ each
time it appears therein.”

    


    
      	
              3.  

            	
              Section
      8.2(c) is changed in its entirety to read as
  follows:

            


    

    


    
      	
               
      

            	
              “(c)

            	
              Unless
      otherwise directed by the Administrator, the lump sum present value of a
      Member’s Benefit shall be calculated as of his Benefit Commencement Date
      based upon: (i) the 60-month average of the Pension Benefit Guaranty
      Corporation immediate annuity interest rate used in computing lump sums as
      in effect during each of the 60 months preceding the month in which the
      Benefit Commencement Date occurs; (ii) the age of the Member; (iii) the
      applicable mortality table in effect under section 417(e)(3) of the Code;
      provided, however, with respect to any Member or Key Management Member who
      is not an active employee of the Company on or after July 18, 2008, the
      1984 Unisex Pension Table (UP84) will continue to be used as the
      applicable mortality table under this Section 8.2(c); and (iv) the
      equivalent of the amount otherwise payable as a lifetime annuity on the
      Member’s Benefit Commencement Date.  In the case of a payment to
      the designated beneficiary of a deceased Member who had not attained age
      55 at the time of his death, the lump sum shall be based on the Member’s
      age as of the Benefit Commencement Date and the present value of the
      deferred, actuarially reduced benefit that would have been payable to the
      Member at age 55.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              The
      lump sum present value of any Grandfathered Benefit shall be determined
      under the applicable provisions of the Prior Plan as in effect immediately
      prior to November 25, 2003.”

            


    

    


    IN
WITNESS WHEREOF, AK Steel Holding Corporation has caused this First Amendment to
be executed this 21st day of
July, 2008.

    


    


    
      	 
      	
              AK
      STEEL HOLDING CORPORATION

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	
              /s/
      David C. Horn

            
	 
      	
              David
      C. Horn, Vice President, General

            
	 
      	
              Counsel
      and Secretary