**Exhibit 10.34**
**ISG Managers Incentive Plan**
**1. Purpose**
The purpose of the Plan is to advance the long-term interests of International Steel GroupInc. by (i) motivating executive and management personnel by means of long-term incentivecompensation, (ii) furthering the identity of interests of participants with those of theshareholders of the Corporation through the performance of the Common Stock of the Corporation and(iii) permitting the Corporation to attract and retain executive and management personnel uponwhose judgment the successful conduct of the business of the Corporation largely depends. Towardthis objective, the Committee may grant stock appreciation rights and performance bonuses to KeyEmployees of the Corporation, on the terms and subject to the conditions set forth in the Plan.
**2. Definitions**
     2.1 ***“Award”***means any form of stock appreciation right or performance bonus granted under the Plan,whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to suchterms, conditions, restrictions and limitations, if any, as the Committee may establish by theAward Agreement or otherwise.
     2.2 ***“Award Agreement”***means a written agreement with respect to an Award between the Corporationand a Participant establishing the terms, conditions, restrictions and limitations applicable to anAward. To the extent an Award Agreement is inconsistent with the terms of the Plan, the Plan shallgovern the rights of the Participant thereunder.
     2.3 ***“Board”***means the Board of Directors of the Corporation.
     2.4 ***“Code”***means the Internal Revenue Code of 1986, as amended from time to time.
     2.5 ***“Committee”***means the Compensation Committee of the Board, or such other committee or personsdesignated by the Board, authorized to administer the Plan under Section 3 hereof.
     2.6 ***“Common Stock”***means Common Stock of the Corporation.
     2.7 ***“Corporation”***means International Steel Group Inc.
     2.8 ***“Key Employee”***means an employee of the Corporation who holds a position of responsibility in amanagerial, administrative or professional capacity, and whose performance, as
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determined by the Committee in the exercise of its sole and absolute discretion, can have asignificant effect on the growth, profitability and success of the Corporation.
     2.9 ***“Participant”***means any individual to whom an Award has been granted by the Committee underthis Plan.
     2.10 ***“Plan”***means the International Steel Group Inc. Managers Incentive Plan.
**3. Administration**
     The Plan shall be administered under the supervision of the Committee composed of suchindividuals as the Board shall designate. The Committee shall be authorized to appoint such personor persons (which may include officers of the Corporation) to administer the Plan as the Committeeshall deem appropriate.
     Members of the Committee shall serve at the pleasure of the Board, and may resign by writtennotice filed with the Chief Executive Officer or the Secretary of the Corporation.
     A vacancy in the membership of the Committee shall be filled by the appointment of a successormember by the Board. Until such vacancy is filled, the remaining members shall constitute a quorumand the action at any meeting of a majority of the entire Committee, or an action unanimouslyapproved in writing, shall constitute action of the Committee. Subject to the express provisionsof this Plan, the Committee shall have conclusive authority to construe and interpret the Plan, anyAward Agreement entered into hereunder and to establish, amend and rescind administrative policiesfor the administration of this Plan and shall have such additional authority as the Board ofDirectors may from time to time determine to be necessary or desirable.
**4. Eligibility**
     Any Key Employee is eligible to become a Participant in the Plan.
**5. Term**
     The Plan shall become effective as of its adoption by the Board and shall terminate at suchtime as the Board determines.
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**6. Participation**
     The Committee shall select, from time to time, Participants from those Key Employees who, inthe opinion of the Committee, can further the Plan’s purposes and the Committee shall determine thetype or types of Awards to be made to the Participant. The terms, conditions and restrictions ofeach Award shall be set forth in an Award Agreement.
**7. Stock Appreciation Rights**
     (a) *Grants*. Awards may be granted in the form of stock appreciation rights (“SARs”). SARsshall entitle the recipient to receive a payment equal to the appreciation in market value of astated number of shares of Common Stock from the price stated in the Award Agreement to the marketvalue of the Common Stock on the date of exercise or surrender.
     (b) *Terms and Conditions of SARs*. SARs shall be exercisable in whole or in such installmentsand at such times as may be determined by the Committee. The base price of an SAR shall also bedetermined by the Committee; provided, however, that such price shall not be less that the fairmarket value of the Common Stock, as determined by the Committee, on the date of the award of theSAR.
     (c) *Deemed Exercise*. The Committee may provide that an SAR shall be deemed to be exercised atthe close of business on the scheduled expiration date of such SAR, if at such time the SAR by itsterms is otherwise exercisable and, if so exercised, would result in a payment to the Participant.
     (d) *Maximum Value.*Any SAR awarded under this Plan shall contain a limit on the maximumamount payable thereunder, which maximum amount shall not exceed the fair market value (as of thedate of the Award) of the stated number of shares to which the SAR relates.
     (e) *Additional Terms and Conditions*. The Committee may, consistent with the Plan, by way ofthe Award Agreement or otherwise, determine such other terms, conditions, restrictions and/orlimitations, if any, on any SAR Award, including but not limited to determining the manner in whichpayment of the appreciation in value shall be made.
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**8. Performance Bonuses**
     (a) *Grants*. Awards may be granted in the form of performance bonuses, which may beconditioned upon the achievement of such individual or corporate performance targets, servicecriteria, or other factors as the Board shall determine.
     (b) *Additional Terms and Conditions*. The Committee may, consistent with the terms of thisPlan, by way of the Award Agreement or otherwise, determine the manner of payment of Awards ofPerformance Bonuses and other terms, conditions, restrictions or limitations, if any, on any Awardof Performance Bonuses.
**9. Payment of Awards**
     SARs and Performance Bonuses shall be payable in cash, except to the extent otherwise setforth in an Award Agreement.
**10. Dividends and Dividend Equivalents**
     If an Award is granted in the form of an SAR, the Committee may choose, at the time of thegrant of the Award, to include as part of such Award an entitlement to receive dividends ordividend equivalents, subject to such terms, conditions, restrictions or limitations, if any, asthe Committee may establish. Dividends and dividend equivalents shall be paid in such form andmanner and at such time as the Committee shall determine.
**11. Termination of Employment**
     The Committee shall adopt administrative policies determining the entitlement of Participantswho cease to be employed by the Corporation whether because of death, disability, resignation,termination or retirement and shall set forth in the applicable Award Agreement the effect any suchcessation of employment shall have on the Award.
**12. Assignment and Transfer**
     The rights and interests of a Participant under the Plan may not be assigned, encumbered ortransferred except, in the event of the death of a Participant, by will or the laws of descent anddistribution.
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**13. Adjustments Upon Changes in Capitalization or Corporate Transactions**
     In the event of any change in the outstanding shares of Common Stock by reason of anyreorganization, recapitalization, stock split, stock dividend, combination or exchange of sharesmerger, consolidation or any change in the corporate structure or shares of the Corporation, theterms of outstanding Awards shall be appropriately adjusted by the Committee whose determinationshall be final.
     If significant acquisitions or sales by the Corporation occur, or other events, which in thesole judgment of the Compensation Committee (at the direction of the Board, may have a materialeffect upon the operation of the Plan, the Committee may make such adjustments to this Grant(including an adjustment in the base price of a grant or the number of SARs granted) so as to avoidinequities or windfall payments to Participants, and to carry out the overall goals of the Plan.
**14. Withholding Taxes**
     The Corporation shall be entitled to deduct from any payment under the Plan the amount of allapplicable federal, state, and local income and employment taxes required by law to be withheldwith respect to such payment or may require the Participant to pay to it such tax prior to and as acondition of the making of such payment.
**15. Satisfaction of Regulatory Requirements**
     Notwithstanding anything contained in this Plan to the contrary, no Participant shall have theright to exercise an SAR, and the Corporation shall have no obligation to make any payment pursuantto an Award Agreement, if such exercise or the making of such payment would violate any federal orstate securities laws.
**16. No Right to Continued Employment or Grants**
     Participation in the Plan shall not give any Key Employee any right to remain in the employ ofthe Corporation. The Corporation reserves the right to terminate the employment of any KeyEmployee at any time. The adoption of this Plan shall not be deemed to give any Key Employee orany other individual any right to be selected as a Participant, to be granted any Awards hereunderor, if granted an Award in any year, to receive Awards in any subsequent year.
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**17. Amendment**
     The Committee may suspend, amend, or terminate the Plan at any time provided, however, that nosuch suspension, amendment, or termination shall adversely affect the rights of any Participantunder any outstanding Award Agreement without the consent of such Participant.
**18. Governing Law**
     The Plan shall be governed by and construed in accordance with the laws of the State of Ohio,except as preempted by applicable Federal law.
**19. No Right, Title, or Interest In Corporation Assets**
     No Participant shall have any rights as a shareholder as a result of participation in thePlan. To the extent any person acquires a right to receive payments from the Corporation under thisPlan, such rights shall be no greater than the rights of an unsecured creditor of the Corporation.
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