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                                                                     EXHIBIT 4.3

                ROUGE STEEL COMPANY OUTSIDE DIRECTOR EQUITY PLAN
              (AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 25, 2003)

         WHEREAS, Rouge Steel Company, a Delaware corporation, adopted the Rouge
Steel Company Outside Director Equity Plan (the "Plan") for the purpose of
promoting the long-term growth and profitability of Rouge Steel Company by
attracting and retaining non-employee directors of outstanding ability; and

         WHEREAS, pursuant to a reorganization in which Rouge Steel Company
became the wholly owned subsidiary of Rouge Industries, Inc., Rouge Industries,
Inc. assumed sponsorship of the Plan; and

         WHEREAS, the Plan has been amended and restated from time to time, was
most recently amended and restated effective December 11, 2002; and

         WHEREAS, Rouge Industries, Inc., through its Compensation Committee and
Board of Directors, desires to amend and restate the Plan, to reflect certain
changes in the Plan's award provisions.

         NOW, THEREFORE, in consideration of the premises, the Plan is hereby
amended and restated, effective February 25, 2003, in its entirety as follows:

         SECTION 1. PURPOSE.

         The purpose of this Outside Director Equity Plan is to promote the
long-term growth and profitability of the Company by attracting and retaining
non-employee directors of outstanding ability. Accordingly, eligible outside
directors shall be granted Stock Awards under the Plan as provided herein and
shall have the opportunity to elect to receive payment on all or a portion of
their retainer fees in the form of common stock of the Company. Ownership of the
Company's stock assists in the attraction and retention of qualified
non-employee directors and provides them with additional incentive to devote
their best efforts to pursue and sustain the Company's financial success through
the achievement of corporate goals.

         SECTION 2. DEFINITIONS.

         A. "Beneficiary" shall mean (1) a transferee of an Eligible Director's
right, interests, and/or Stock Award under the Plan, subject to Section 10.A of
the Plan, or (2) the person, persons, trust or trusts designated by an Eligible
Director, or if no designation has been made, the person, persons, trust or
trusts entitled by will, any trust agreement or the laws of descent and
distribution, to receive the benefits specified under this Plan in the event of
an Eligible Director's death, and, if necessary, for purposes of any Stock Award
or Equity Fee Election, the term shall include the Eligible Director's executor,
administrator or personal representative.

         B. "Board" shall mean the Board of Directors of the Company.

         C. "Code" shall mean the Internal Revenue Code of 1986, as amended.

         D. "Common Stock" shall mean shares of $0.01 par value Class A common
stock of the Company, subject to adjustment pursuant to Section 8.

         E. "Company" shall mean Rouge Industries, Inc., a Delaware corporation.

         F. "Compensation Committee" shall mean the Compensation Committee of
the Board.


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         G. "Director Purchase Price" shall mean 100% of the Fair Market Value
of one share of Common Stock as of the Retainer Payment Date.

         H. "Eligible Director" shall mean a member of the Board of Directors of
the Company who is not an employee of the Company, Rouge Steel Company, or an
affiliate of the Company (an "Outside Director"), except that an Eligible
Director who is an employee of an entity that is an affiliate of the Company or
Rouge Steel Company other than by virtue of Company or Rouge Steel Company
control of such entity shall participate herein if such director is otherwise an
Outside Director and participates in no equity-based plan (other than the Plan)
of the Company or any subsidiary thereof.

         I. "Equity Fee Election" shall mean an irrevocable election, prior to
each Retainer Payment Date, to receive all or a portion of the Retainer in the
form of Common Stock.

         J. "Equity Stock Grant" shall mean an award of Common Stock.

         K. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         L. "Fair Market Value" shall mean the closing price of the Common Stock
on the New York Stock Exchange as reported on the Composite Tape, or if it is
not listed on the New York Stock Exchange, the closing price on the exchange on
which the Common Stock is then listed, or if not listed on any exchange, the
closing price reported on the NASDAQ National market System over-the-counter
market; if, however, there is no trading of the Common Stock on the date in
question, then the closing price of the Common Stock, as so reported, on the
last preceding date on which there was trading shall instead be used to
determine Fair Market Value. If Fair Market Value for any date in question
cannot be determined as hereinabove provided, Fair Market Value shall be
determined by the Plan Administrator by whatever method or means the Plan
Administrator, in the good faith exercise of its authority, at that time shall
deem appropriate.

         M. "Legal Representative" shall mean the guardian or legal
representative of the Eligible Director who, upon the disability or incapacity
of an Eligible Director, shall have acquired on behalf of the Eligible Director,
by legal proceeding or otherwise, the right to exercise the Eligible Director's
rights and receive his or her benefits under the Plan.

         N. "Option" shall mean the right, granted pursuant to this Plan, of a
holder to purchase shares of Common Stock at an Exercise Price and upon terms
specified by the Plan.

         O. "Plan" shall mean the Rouge Steel Company Outside Director Equity
Plan.

         P. "Plan Administrator" shall mean the Compensation Committee so long
as it is composed solely of 2 or more Non-Employee Directors, as defined in Rule
16b-3, and if not so composed, it shall mean the Board.

         Q. "Retainer" shall mean the amount of money paid, in quarterly
installments, by the Company to an Eligible Director as an annual retainer for
services to be rendered as a member of the Board during any fiscal year of the
Company, including retainers, meeting attendance fees and fees otherwise payable
for acting on or as a member of the Board or any committee thereof, but not
including reimbursements of expenses.

         R. "Retainer Payment Date" shall mean the last day of the month
immediately following each calendar quarter (i.e., April 30, July 31, October 31
and January 31).

         S. "Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission (or any successor regulation) as in effect with respect to the
Company at a given time.

         T. "Stock Award" shall mean an Equity Stock Grant or an Option.

         SECTION 3. STOCK SUBJECT TO THE PLAN.

         Shares of Common Stock granted under the Plan must be authorized and
issued shares of Common Stock. Subject to adjustment as provided in Section 8,
at any given time, the maximum number of shares of Common Stock

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which may be issued pursuant to Stock Awards granted hereunder shall be 500,000
shares; provided, that shares of Common Stock as to which Options granted have
expired, terminated, or been canceled for any reason other than exercise of such
Options shall be available under this Plan.

         SECTION 4. ADMINISTRATION.

         The Plan is intended to allow the Eligible Directors receiving Stock
Awards pursuant to the terms of the Plan to be "Non-Employee Directors" as
defined in Rule 16b-3. The Plan shall be administered by the Plan Administrator.
In addition to any implied powers and duties that may be needed to carry out the
provisions of the Plan, the Plan Administrator shall have all the powers vested
in it by the terms of the Plan, including authority to prescribe the forms of
agreements hereunder. The Plan Administrator shall be authorized to interpret
the Plan, to establish, amend, and rescind any rules and regulations relating to
the Plan, to make any other determinations which it believes necessary or
advisable for administration of the Plan, and to correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any Equity Stock
Grant or Option grant in the manner and to the extent the Plan Administrator
deems desirable to carry it into effect.

         All Plan Administrator determinations shall, unless otherwise
determined by the Board, be final, conclusive and binding on the Company, any
Eligible Director, Beneficiary, Legal Representative, and any other interested
parties. The Plan Administrator may authorize any one or more of its members, or
any officer of the Company, to execute and deliver documents on behalf of the
Plan Administrator.

         SECTION 5. ELIGIBILITY.

         All Eligible Directors shall, pursuant to the terms of the Plan,
receive Stock Awards and have the right to make Equity Fee Elections as set
forth herein.

         SECTION 6. STOCK AWARDS.

         Prior to December 11, 2002, Stock Awards shall be governed by the terms
of the Plan as then in effect. On and after December 11, 2002, Stock Awards
shall be governed by the following terms:

         A. Equity Stock Grants.

                  1. Equity Stock Grant. As of each Retainer Payment Date,
commencing on and after April 30, 1999, and prior to December 11, 2002, each
Eligible Director shall automatically receive an Equity Stock Grant of the
number of shares (rounded down to the next whole share) of Common Stock
equivalent to the quotient of (a) the quarterly portion of the Retainer paid
such Eligible Director for such Retainer Payment Date divided by (b) the
Director Purchase Price; in the event the quarterly portion of the Retainer is
zero, no such Equity Stock Grant will be made. On and after December 11, 2002,
such Equity Stock Grant shall cease until recommenced by subsequent plan
amendment. The Common Stock awarded as an Equity Stock Grant pursuant to this
Section 6 shall be in addition to any Common Stock granted pursuant to an
election made pursuant to Section 7.

                  2. Discretionary Equity Stock Grant. The Chief Executive
Officer of the Company may, in his sole discretion, grant in writing to any
Eligible Director who displays extraordinary performance for a particular period
a discretionary grant of shares of Common Stock (a "Discretionary Equity Stock
Grant"). The time of and amount of Common Stock composing such a grant and the
level of performance required for any such Discretionary Equity Stock Grant
shall be determined in the sole discretion of the Chief Executive Officer;
provided, however, that the Chief Executive Officer may not grant more than
2,000 shares to an Eligible Director pursuant to this Section 6.A.2 during any
calendar year without prior approval from the Compensation Committee.
Notwithstanding anything to the contrary herein, shares of Common Stock granted
pursuant to a Discretionary Equity Stock Grant without prior Compensation
Committee approval must be held by the grantee for a period of 6 months
following the date of acquisition pursuant to Rule 16b-3(d)(3) of the Exchange
Act.

         B. Stock Options.

                  1. Type of Option. No Option shall be intended to qualify
under Section 422 of the Code.



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                  2. Awards of Options. (i) As of the date of the Company's
annual meeting of the stockholders (the "Annual Meeting"), each Eligible
Director shall automatically receive an Option to purchase 1,000 shares of
Common Stock, (ii) on and after April 1, 2001, and prior to December 11, 2002,
as of each Retainer Payment Date during such period, each Eligible Director
shall receive, only in the event no quarterly portion of a Retainer is paid or
the quarterly portion of such Retainer is zero, an Option to purchase a number
of shares of Common Stock equivalent to the quotient of (a) $7,500 divided by
(b) the Director Purchase Price, and (iii) on and after December 11, 2002, an
Option to purchase a number of shares of Common Stock (rounded down to the next
whole share) equivalent to the quotient of (a) the quarterly portion of the
Retainer paid such Eligible Director for such Retainer Payment Date divided by
(b) the Director Purchase Price; in the event the quarterly portion of the
Retainer is zero, no such Option will be granted; provided, further, however,
with respect to (i) above, that each Eligible Director receiving Options with
respect to an Annual Meeting continues to serve as a director of the Company
after such Annual Meeting.

         C. Exercise of Options.

                  1. Exercisability. Except as set forth in this Section 6, 25%
of the total number of options for shares of Common Stock subject to an Option
granted to an Eligible Director shall first become exercisable on the date the
Option is granted and 25% on each succeeding December 31. The right to purchase
shares of Common Stock with respect to shares which have become exercisable
shall be cumulative during the term of the Option. An Option may be exercised by
an Eligible Director during the period that the Eligible Director remains a
member of the Board and for a period of 5 years following retirement; provided,
that only those Options exercisable at the date of the Eligible Director's
retirement may be exercised during the period following retirement unless the
Plan Administrator determines all Options may be so exercised; and, provided,
further, that in no event shall the Option be exercisable more than 10 years
after the date of grant. In the event of the death of an Eligible Director, the
Option shall be exercisable only within the 12 months next succeeding the date
of death, and then only by the Eligible Director's Beneficiary if and to the
extent that the Eligible Director was entitled to exercise the Option at the
date of the Eligible Director's death unless the Plan Administrator determines
all Options may be so exercised; provided, that in no event shall the Option be
exercisable more than 10 years after the date of grant.

                  2. Exercise Price. The Exercise Price shall be 100% of the
Fair Market Value of the Common Stock subject to an Option on the date the
Option is granted; provided, however, that the per share purchase price of
Common Stock subject to Options granted on the IPO Pricing Date shall be the IPO
Price.

                  3. Manner of Exercise. The specified number of shares with
respect to which an Option is exercised will, subject to applicable tax
withholding, if any, be issued following receipt by the Company of (a) written
notice of such exercise from the Option holder (in such form as the Plan
Administrator shall have specified) of an Option delivered to the Corporate
Secretary or the Vice President and Treasurer of the Company, and (b) payment to
the Company, as provided herein, of the Exercise Price.

                  4. Payment for Shares. The Exercise Price for the number of
shares of Common Stock with respect to which an Option is exercised shall be
paid in full when the Option is exercised. The Exercise Price may be paid, in
whole or in part, (a) in cash; (b) in whole shares of Common Stock, valued at
their then Fair Market Value; (c) pursuant to an election prior to or
coincidental with such exercise to satisfy the Exercise Price through the
withholding of shares issuable upon exercise of the Option and valued at their
then Fair Market Value; or (d) by a combination of such methods of payment. The
Company may enter into any arrangement permitted under applicable laws (but only
to the extent permitted under Rule 16b-3) to facilitate the "cashless" exercise
of any Option.

         SECTION 7. ELECTION TO RECEIVE RETAINER IN THE FORM OF COMMON STOCK.

         A. With respect to Retainer payments, an Eligible Director shall have
the right to make an Equity Fee Election. Such Equity Fee Election must set
forth a percentage, up to 100%, of such Retainer which would otherwise be paid
in cash that shall instead be paid in the form of Common Stock. In the event the
Retainer of an Eligible Director is increased subsequent to the Equity Fee
Election, such election shall apply to the amount of such increase.



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         B. On the Retainer Payment Date, the Director will receive the number
of shares of Common Stock equal to (1) the portion of the Retainer specified in
the Equity Fee Election divided by (2) the Director Purchase Price.

         SECTION 8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

                  In the event of any change in the outstanding Common Stock by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination, or exchange of shares, split-up,
split-off, spin-off, spin-away, liquidation or other similar change in
capitalization, or any distribution to common stockholders other than cash
dividends, the number or kind of shares that may be issued under the Plan
pursuant to Section 3 shall be automatically adjusted, and the Plan
Administrator shall be authorized to make such other equitable adjustment of any
Stock Award or shares issuable pursuant thereto, so that the proportionate
interest of the Eligible Director shall be maintained as before the occurrence
of such event. Any such adjustment shall be conclusive and binding for all
purposes of the Plan.

         SECTION 9. AMENDMENT AND TERMINATION.

         The Board or the Plan Administrator may at any time terminate, suspend,
modify or amend the Plan in such respects as it shall deem advisable; provided,
that the Board or Plan Administrator may not make any amendment to the Plan that
would, if such amendment were not approved by the shareholders, cause the Plan
to fail to comply with Section 16 of the Exchange Act (or Rule 16b-3 thereunder)
or any other requirement of applicable law or regulation, unless and until the
approval of the shareholders is obtained. Notwithstanding the foregoing, the
provisions of the Plan with respect to eligibility for participation or the
timing or amounts of grants of Stock Awards shall not be amended more than once
every 6 months (other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended, or the regulations
thereunder). The termination or any modification or amendment of the Plan shall
not, without the consent of the Eligible Directors, adversely affect their
rights under Stock Awards previously granted, unless required by applicable law.

         SECTION 10. MISCELLANEOUS PROVISIONS.

         A. (1) an Eligible Director's Options may be transferred in whole or in
part, either directly or by operation of law or otherwise only to immediate
family members of the Eligible Director sharing the same household, a trust
established for the benefit of the Eligible Director or immediate family members
of the Eligible Director sharing the same household, or a partnership in which
the Eligible Director and immediate family members sharing the same household
are the only partners, and in any event only to the extent any such transfer
effects only a change in the form of beneficial ownership without changing an
Eligible Director's pecuniary interest in such Options under the Plan and is not
the exercise (except in accordance with the terms of the Plan) or conversion of
a derivative security, or deposit or withdrawal from a voting trust, to the
extent exempt pursuant to Rule 16a-13 of the Securities and Exchange Commission,
as then in effect; or (2) an Eligible Director's rights and interests under the
Plan, or with respect to any Stock Award, may be transferred pursuant to a
domestic relations order to the extent exempt pursuant to Rule 16a-12 of the
Securities and Exchange Commission, as then in effect; provided, further,
however, an Eligible Director's rights, interests and Stock Awards under the
Plan shall not otherwise be assigned or transferred in whole or in part, either
directly or by operation of law or otherwise, except in the event of an Eligible
Director's death, by will or the laws of descent and distribution (including,
without limitation, by way of execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner), or until, with respect to any Stock Award,
the applicable common stock is transferred as provided hereunder.

         B. The Plan, grant of Stock Awards and Equity Fee Elections thereunder,
and the obligation of the Company to satisfy Stock Awards and Equity Fee
Elections shall be subject to all applicable Federal and state laws, rules and
regulations, and to such approvals by any government or regulatory agency as may
be required; and the Plan Administrator may impose any additional restrictions
with respect to Stock Awards or Equity Fee Elections in order to comply with any
legal requirements applicable to Stock Awards or Equity Fee Elections or to
qualify for any exemption it may deem appropriate.

         C. To the extent (if any) required by applicable law, Federal, state
and/or local taxes shall be withheld in connection with the grant of a Stock
Award or Equity Fee Election.

         D. The expenses of the Plan shall be borne by the Company.


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         E. By accepting a Stock Award or making an Equity Fee Election under
the Plan, each Eligible Director and each Legal Representative or Beneficiary
shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the Company
or the Board.

         F. Nothing in the Plan shall confer on an Eligible Director any right
to continue as a member of the Board, or in any way affect any right to
terminate the Eligible Director's membership on the Board under applicable law.

         G. Participation in the Plan shall not affect an Eligible Director's
eligibility to participate in any other benefit or incentive plan of the Company
or Rouge Steel Company. Options under the Plan are not considered earnings for
purposes of any Rouge Steel Company-sponsored savings plan, Rouge Steel
Company-sponsored retirement plan, insurance or other employee benefit programs.

         H. A breach by an Eligible Director, his or her Beneficiary(ies) or
Legal Representative, of any restrictions, terms or conditions provided in the
Plan or otherwise established by the Plan Administrator with respect to any
Stock Award or Equity Fee Election will, unless waived in whole or in part by
the Plan Administrator, cause a forfeiture of such Stock Award or cause such
Equity Fee Election to be void and of no effect.

         I. Except to the extent preempted by Federal law, the provisions of
this Plan shall be interpreted and construed in accordance with the laws of the
State of Michigan.

                  J. It is the intention that the Plan at all times fully
satisfy the provisions and conditions of Rule 16b-3 applicable to a plan of this
type. Accordingly, irrespective of any rights or discretionary power which an
Eligible Director who is or becomes subject to the reporting requirements of
Section 16 of the Exchange Act (a "Section 16 Reporting Person") holding a
pertinent Stock Award or making an Equity Fee Election otherwise would possess
hereunder evidencing a Stock Award or Equity Fee Election, a Section 16
Reporting Person shall be entitled to exercise such rights and discretion only
at such times and manner and under such other conditions as at the time are
contemplated by the applicable provisions of Rule 16b-3 and any attempt
otherwise to exercise such rights or discretion shall be void and of no effect.

Date:     May 14, 2003            ROUGE INDUSTRIES, INC.

                                  By:  /s/ William E. Hornberger
                                       -----------------------------------
                                       Name:    William E. Hornberger
                                       Title:   Senior Vice President,
                                                Corporate Relations and External
                                                Affairs