AK Steel Holding (AKS)

As used in the Plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context:

2.1 “Account” means the account (including any sub-accounts) established under this Plan for the benefit of a Participant.

2.2 “Administrator” means the Compensation Committee of the Board of Directors, or such other committee or person designated by the Board of Directors.

2.3 “Beneficiary” means the person, entity or entities designated by a Participant to receive the balance of the Participant’s Account in the event of the Participant’s death. In the absence of an express designation under this Plan, a Participant’s Beneficiary shall be his estate.

2.4 “Board of Directors” means the Board of Directors of AK Steel Holding Corporation and AK Steel Corporation.

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2.5 “Change in Control” has the same meaning under this Plan as under the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans.

2.6 “Chairman” means the Chairman of the Board of Directors.

2.7 “Code” means the Internal Revenue Code of 1986, as amended.

2.8 “Company” means AK Steel Holding Corporation and AK Steel Corporation, and any successor to all or substantially all of the assets or business thereof.

2.9 “Director” means any member of the Board of Directors who is not an employee of the Company or any of its subsidiaries.

2.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.11 “Election Form” means the compensation deferral election form as approved and prescribed by the Administrator.

2.12 “Elective Deferral” means all or any portion of the compensation otherwise payable to a Director for his service as a Director which he irrevocably elects to defer pursuant to a written election made in accordance with the provisions of Article VI.

2.13 “Fixed Income Fund” means the fund among the Investment Funds so designated by the Administrator.

2.14 “Investment Funds” means such funds as are made available to Directors by the Administrator from time to time for the investment of their Accounts in accordance with Article VII of the Plan.

2.15 “Participant” means any Director who has an Account under the Plan or a person who was such as of his Termination Date and who retains, or whose Beneficiary retains, a benefit under the Plan which has not been distributed.

2.16 “Plan” means the AK Steel Corporation Directors’ Deferred Compensation Plan as set forth in this instrument, as it may be amended thereafter.

2.17 “Plan Year” means the calendar year.

2.18 “Termination Date” means the date a Director’s term as member of the Board of Directors terminates for any reason, including death.

2.19 “Trust” means the trust established pursuant to the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans dated February 21, 1997, as amended, and any successor or replacement trust for such trust.

2.20 “Trustee” means the trustee under the Trust.

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As used in the Plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context:

2.1 “Account” means the account (including any sub-accounts) established under this Plan for the benefit of a Participant.

2.2 “Administrator” means the Compensation Committee of the Board of Directors, or such other committee or person designated by the Board of Directors.

2.3 “Base Salary” means the rate at which that portion of an employee’s compensation is paid as regular periodic base wages while he is an employee of the Company, disregarding any adjustment in accordance with any Pretax Authorization Agreement under the Thrift Plan, any deferrals under section 125 of the Code, or any Elective Deferral made under this Plan.

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2.4 “Beneficiary” means the person, entity or entities designated by a Participant to receive the balance of the Participant’s Account in the event of the Participant’s death. In the absence of an express designation under this Plan, a Participant’s Beneficiary shall be his estate.

2.5 “Board of Directors” means the Board of Directors of the Company.

2.6 “Change in Control” has the same meaning under this Plan as under the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans.

2.7 “Chairman” means the Chairman of the Board of Directors.

2.8 “Code” means the Internal Revenue Code of 1986, as amended.

2.9 “Company” means AK Steel Corporation and any successor to all or substantially all of the assets or business of AK Steel Corporation.

2.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.11 “Election Form” means the participation election form as approved and prescribed by the Administrator.

2.12 “Elective Deferral” means all or any portion of a Participant’s compensation which the Participant irrevocably elects to defer pursuant to a written election made in accordance with the provisions of Article VI.

2.13 “Eligible Employee” means any elected officer or member of management of the Company who is selected by the Chairman and approved by the Administrator to be eligible for benefits under this Plan and who completes and files an Election Form with the Administrator.

2.14 “Fixed Income Fund” has the same meaning under this Plan as under the Thrift Plan.

2.15 “Investment Funds” means such funds as are made available to participants under the Thrift Plan (and its associated Trust Agreement) for the investment by participants of their accounts under the Thrift Plan, and/or such other funds as may be made available by the Administrator from time to time.

2.16 “Participant” means an Eligible Employee who has an Account under the Plan or a person who was such as of his Termination Date and who retains, or whose Beneficiary retains, a benefit under the Plan which has not been distributed.

2.17 “Plan” means the AK Steel Corporation Executive Deferred Compensation Plan as set forth in this instrument, as it may be amended thereafter.

2.18 “Plan Year” means the calendar year.

2.19 “Pretax Contributions” has the same meaning under this Plan as under the Thrift Plan.

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2.20 “Termination Date” means the date on which a Participant completely separates from service with the Company for any reason, including death.

2.21 “Thrift Plan” means the AK Steel Corporation Thrift Plan, Plan Document A, as amended, and any successor or replacement plan for such plan.

2.22 “Thrift Plan Transfer Amount” means with respect to any Plan Year, and subject to the limitations imposed on contributions to the Thrift Plan by sections 401(k), 401(m), 402, or 415 of the Code, that portion of the Participant’s Elective Deferrals for such Plan Year that is equal in amount to the maximum Pretax Contributions permitted under the Thrift Plan for such Plan Year. In no case shall the Thrift Plan Transfer Amount include any interest, earnings or gains credited under this Plan.

2.23 “Thrift Plan Transfer Period” means the period from January 1 to and including March 15 of each Plan Year.

2.24 “Trust” means the trust established pursuant to the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans dated February 21, 1997, as amended, and any successor or replacement trust for such trust.

As used in the Plan, the following terms, when capitalized, shall have the following meanings, except when otherwise indicated by the context:

2.1 “Administrator” means the Compensation Committee of the Board, or any successor Committee duly empowered by the Board.

2.2 “Average Monthly Earnings” means a Member’s average monthly earnings during the highest three (3) calculation years of the last ten (10) calculation years. For this purpose, earnings includes all compensation for services rendered, including base salary and any bonus

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under the AK Steel Corporation Annual Management Incentive Plan and any substitute or successor of such plan (“MIP”), provided however, if during any calculation year, a Member receives more than one bonus under the MIP, only such bonus of the highest amount shall be taken into account in that calculation year. Earnings shall also include any elective deferrals of base salary or any bonus under the MIP made with respect to any calendar year under the AK Steel Corporation Thrift Plan, the AK Steel Corporation Executive Deferred Compensation Plan, or under any plan established under section 125 of the Code. Compensation attributable to reimbursement of business or relocation expenses; Company contributions after 1991 to any Company-sponsored employee benefit plans established under sections 401(k) or 125 of the Code; any bonuses under the AK Steel Corporation Long-Term Performance Plan and any substitute or successor of such plan; and income under any stock option, restricted stock or phantom stock plan, shall be disregarded. The term “calculation years” means fiscal years measured by the twelve (12) consecutive calendar months ending with the last day of the month coincident with or immediately preceding the date of a Member’s Termination Date.

2.3 “Benefit” means the amount determined under Article 6 of the Plan, or under Article 6 of the Prior Plan where indicated by the context.

2.4 “Benefit Commencement Date” means the date on which a Member’s Benefit becomes payable in accordance with the provisions of Section 8.1.

2.5 “Board” means the Board of Directors of AK Steel Holding Corporation or any successor thereto, as the same shall be constituted from time to time.

2.6 “Change of Control” has the same meaning under this Plan as under the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans.

2.7 “Chief Executive Officer” means the Chief Executive Officer of the Company.

2.8 “Code” means the Internal Revenue Code of 1986, as amended.

2.9 “Company” means AK Steel Corporation and any successor to all or substantially all of the assets or business of AK Steel Corporation.

2.10 “Effective Date” means October 18, 2007.

2.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

2.12 “Grandfathered Average Monthly Earnings” means, with respect to any Member as of November 25, 2003 whose Vesting Date had not occurred prior to such date, the greater of:

(a) his Average Monthly Earnings as determined under Section 2.2 with respect to all calculation years; or

(b) his Average Monthly Earnings under the Prior Plan determined immediately before November 25, 2003, times the lesser of:

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2.13 “Grandfathered Benefit” means, with respect to any Member whose Vesting Date occurred prior to November 25, 2003, his Benefit under the Prior Plan determined immediately before such date.

2.14 “Key Management Member” means any key manager of the Company who was a Member as defined under the terms of the Prior Plan as in effect immediately before November 25, 2003.

2.15 “Key Management Service” means a Key Management Member’s service as a key manager of the Company as identified by the Chief Executive Officer and approved by the Administrator.

2.16 “Member” means any officer of the Company who is selected by the Chief Executive Officer and who is approved by the Administrator to be a participant eligible for benefits under this Plan. The term “Member” as used in Articles 9 and 10 shall also include “Key Management Member” as indicated by the context.

2.17 “NCPP” means the AK Steel Corporation Noncontributory Pension Plan as amended (excluding the RAPP component of such plan), and any predecessor, substitute or successor Qualified DB Plan.

2.18 “Officer Service” means a Member’s Service as an officer of the Company.

2.19 “Prior Plan” means the AK Steel Corporation Executive Minimum and Supplemental Retirement Plan as in effect immediately prior to the Effective Date.

2.20 “Qualified DB Plan” means any tax-qualified defined benefit pension plan in which a Member has an accrued benefit as of his or her Termination Date including the NCPP and the RAPP, or any other tax-qualified defined benefit pension plan sponsored by the Company or by any previous employer of any Member.

2.21 “Qualified DC Plan” means any tax-qualified defined contribution plan offered instead of a Qualified DB Plan as determined by the Administrator. For purposes of this definition, however, the AK Steel Corporation Thrift Plan A and any predecessor, substitute or successor thrift plan shall not be deemed to be a Qualified DC Plan.

2.22 “Qualified Plan” means any Qualified DB Plan and any Qualified DC Plan.

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2.23 “RAPP” means the AK Steel Corporation Retirement Accumulation Pension Plan, a component plan of the NCPP.

2.24 “Service” means years of employment with the Company, including years of employment with Armco Steel Company, L.P. or Armco Inc. and including years of employment with any other predecessor organization approved by the Administrator.

2.25 “Spouse” means the person to whom a Member is married at the time payment of the Member’s Benefit is to commence under the Plan.

2.26 “Termination Date” means the date on which a Member completely separates from service with the Company for any reason, including death.

2.27 “Trust” means the trust established pursuant to the Trust Agreement for the AK Steel Corporation Non-Qualified Supplemental Retirement Plans dated February 21, 1997, as amended, and any successor or replacement trust for such trust.

2.28 “Unlimited NCPP Benefit” means for any Member who, as of his Termination Date, is entitled to a vested accrued benefit under the NCPP, the Member’s vested accrued benefit under the NCPP, determined without regard to the limitations under sections 401(a)(17) and 415 of the Code (or any substitute or similar provision limiting benefits permitted under the NCPP) and based upon his earnings used for purposes of determining Average Monthly Earnings under Section 2.2.

2.29 “Vesting Date” means the date on which a Member first becomes entitled to a nonforfeitable right to all or any portion of his Benefit in accordance with the provisions of Article 7. The term “Vesting Date” with respect to a Key Management Member has the same meaning under this Plan as under the Prior Plan.