##### 



Exhibit 10.35 ISG Stock Appreciation Rights Summary Plan Document DESIGN OF THE PLAN Eligibility
    
    Participants must have been employed in a position eligible for stock appreciation rights (SARs) on or before June
1 prior to the September 1 SAR grant date in order to be eligible for an award in any year. Eligible service
includes active service and does not include any type of leave of absence, whether occupational or
non-occupational.Performance
Period
    
    The term of the SAR is five years, with additional SAR grants anticipated annually.
Annual grants will be awarded based on the overall performance of the company.Grants
    
    Individual Grants Grants consist of stock appreciation rights (SARs) linked to the value of ISG stock. An SAR
is the right to receive the value of the appreciation of a share of the companys stock over a specified period of
time.Size of Grant The size of your grant is indicated on your Grant agreement. The initial incentive award size (for
the 2002 year only) is based on the number of shares equal to your annual base compensation (rounded for purpose of
calculating whole shares). Subsequent awards will be capped at 50% of your annual base compensation. In the event
the company experiences an exceptionally profitable year, it is anticipated that the maximum award will be capped
at not more than 100% of your annual base compensation. Exceptionally Profitable Year will be as determined by
the Board of Directors.Base Price The base price of the SARs is the fair market value of the ISG stock on the grant date. The grant
date is anticipated to be September 1 of each year. The base price is indicated on your Grant agreement.Vesting Schedule Twenty-five percent of the SARs will vest 12 months after the grant date; twenty-five percent
of the SARs will vest 24 months after the grant date; twenty-five percent of the SARs will vest 36 months after the
grant date and the remaining twenty-five percent of the SARs will vest 48 months after the grant date. The
preceding vesting schedule will be modified when necessary to avoid the vesting of fractional shares. SARs cannot
be exercised until they are vested.Expiration SARs associated with this grant will expire at the end of five years. The expiration date is
indicated on your Grant agreement. All SARs should be exercised prior to that date. Any SARs that have not been
exercised prior to the expiration date will be canceled.Awards
    
    SAR Valuation -Following vesting of the SARs associated with this grant, participants may contact the HR
Department of ISG Corporate, in writing, either by fax or e-mail, and exercise all or a portion of their vested
SARs. The value of the stock will be the closing price of the stock on the date of exercise or, if the stock is
not traded at that time, the value as determined by the Compensation Committee. If there is a question




---



##### 



regarding the exercise date, the exercise will take place on the date the request
is received by the HR Department. Within four weeks following the request to
exercise, the SAR award will be paid in cash to the participant. Except as
provided for below in the section Administration, subsection Termination,
participants must be actively employed at the time of award distribution to be
eligible to receive the award.Only four requests for exercise of the SARs can be made during the term of the SAR.
Any SARs not exercised prior to the expiration date will be canceled.Exercise Forms-Exercise forms are included. Additional forms are
available from the HR Department of ISG Corporate at 1-330-659-9170.Maximum Value-A limit on the maximum award value of the SARs associated
with this grant has been established at an amount equal to one times the base
price. Appreciation over this value will not result in any larger awards. All
vested SARs will be paid out immediately if the maximum value is reached.ADMINISTRATIONPayment
Awards
    
    Upon exercise of an SAR, the employee will receive a cash payment in an amount equal
to the difference between the fair market value of the stock that is the subject of the
SAR as of the exercise date minus the fair market value of the stock on the date on
which the SAR was granted (i.e., the base price), except that not more than one (1)
times the initial base price will be payable with respect to any SAR.All awards are subject to federal, state, and local withholding taxes as required
by law.Termination
    
    Vested SARs may be exercised by the employee during the duration of the SAR and the
employees continued employment. Upon termination of employment, any vested SARs must be
exercised within 90 days of the termination, except that if the termination is due to death or
disability, the SAR will remain exercisable for 180 days following termination.Non-TransferabilitySARs will not be assignable or transferable for any reason, except that in the case
of an employees death, the SAR will be exercisable by the employees estate or
heirs.Adjustments or AmendmentsIf, for any reason, the ISG stock price cannot be
determined on any date, the Committee has the right to set
the value of the stock price for award calculation
purposes.If significant acquisitions, sales, or other events occur,
which in the sole judgment of the Compensation Committee
(at the direction of the Board of Directors), may have a
Committee may make such adjustments in the awards so as to
avoid inequities or windfall payments to participants, and
carry out the overall goals of the Plan.The Committee and/or Officers shall have the power to
interpret the Plan and make all determinations necessary or
desirable for the Plan administration.
 1




---



##### 



SUMMARY
    
    This document summarizes the International Steel Group Inc.
Managers Incentive Plan. It is intended for general
information only. The actual Plan text as interpreted by
the Committee shall govern the administration of the
Managers Incentive Plan.
 2