AK Steel Holding (AKS)

establishing and reviewing the Company’s overall management compensation philosophy and policies;

reviewing and approving corporate goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, including annual performance objectives for the CEO;

evaluating at least annually the performance of the CEO against corporate goals and objectives, including the annual performance objectives for the CEO, and, based on this evaluation, determining and approving the compensation of the CEO;

reviewing and determining the compensation of such other Executive Officers or other members of management as the Board and the Committee determine is appropriate;

reviewing on a periodic basis the Company’s management compensation programs, including any management incentive compensation plans, to determine whether they are appropriate, properly coordinated and achieve their intended purpose, and recommending to the Board any new or appropriate modifications to such plans or programs;

reviewing and recommending to the Board the Company’s incentive and equity-based compensation plans and any appropriate modifications to such plans, and reviewing all grants of awards under such plans;

administering and monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans;

reviewing and recommending to the Board any changes in employee retirement plans or programs and other employee benefit plans and programs;

reviewing and approving the Compensation Discussion & Analysis (“CD&A”) each year and, upon approval, preparing a report to be included in the Company’s annual proxy statement recommending the inclusion of the CD&A in the Company’s Form 10-K and in the proxy statement;

preparing annually the Committee’s report to be included in the Company’s proxy statement;

conducting an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with its Charter;

reviewing and reassessing the adequacy of its Charter annually, and recommending appropriate amendments to the Board; and

reporting regularly to the Board on Committee findings and recommendations and any other matters the Committee deems appropriate or the Board requests, and maintaining minutes or other records of Committee meetings and activities.