AK Steel Holding (AKS)

ARTICLE XI—MISCELLANEOUS

11.1 Unsecured General Creditor. The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant or his designated Beneficiary shall acquire any property interest in his Supplemental Thrift Account or any other assets of the Company, their rights being limited to receiving from the Company deferred payments as set forth in this Plan and these rights are conditioned upon continued compliance with the terms and conditions of this Plan. To the extent that any Participant or Beneficiary acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

11.2 Obligations to the Company. If a Participant becomes entitled to a distribution of benefits under this Plan, and if at such time the Participant has any outstanding debt, obligation or other liability representing an amount owed to the Company, then the Company may offset such amounts against the amount of benefits otherwise distributable under the Plan. Such determination shall be made by the Administrator.

11.3 Assignment or Alienation. Except as required by law, no right of a Participant or designated Beneficiary to receive payments under this Plan shall be subject to transfer, anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law and any attempt, voluntary or involuntary, to effect any such action shall be null and void and of no effect.

11.4 Forfeiture for Cause. Any Participant may be terminated for “Cause” upon written notice by the Company setting forth the reasons for such termination. “Cause” means a willful engaging in gross misconduct materially and demonstrably injurious to the Company. “Willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in or not opposed to the best interests of the Company. Any such determination shall be made by the Administrator in its sole discretion. Notwithstanding the provisions of Section 7.1, upon termination for Cause, such Participant shall forfeit any Company Matching Contributions credited to his Supplemental Thrift Account under Section 5.1 and any earnings allocable to such contributions under Section 6.1.

11.5 Sale of Business. Neither the sale of all of the outstanding stock of the Company or its parent company, AK Steel Holding Corporation, nor the sale of substantially all of the assets of the Company shall be or be deemed to be a termination of service for the purpose of establishing a Participant’s right to commence to receive benefits under this Plan.

11.6 General Conditions. Any retirement benefit or any other benefit payable under the Thrift Plan shall be paid solely in accordance with the terms and conditions of the Thrift Plan and nothing in this Plan shall operate or be construed in any way to modify, amend or affect the terms and provisions of the Thrift Plan.

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11.7 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a guaranty by any person that the assets of the Company will be sufficient to pay any benefit hereunder.

11.8 No Enlargement of Rights. No Participant or Beneficiary shall have any right to a benefit under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Company.

11.9 Construction. Article and section headings in this Plan are for convenience of reference only and shall not be considered as part of the terms of the Plan. Words in the masculine gender include the feminine, and the singular includes the plural, and vice versa, unless qualified by the context.

11.10 Validity. In the event any provision of this Plan is found by a court of competent jurisdiction to be invalid, void or unenforceable, such provision shall be stricken and the remaining provisions shall continue in full force and effect.

11.11 Binding on Successors, Purchasers, Transferees and Assignees. The Plan shall be binding upon any successor or successors of the Company whether by merger, consolidation, or otherwise. In the event of the sale or transfer of substantially all of the assets of the Company to any successor, purchaser, transferee or assignee, the Company agrees that as a condition of such sale or transfer, the successor, purchaser, transferee or assignee shall adopt and assume the Plan at the time of the sale, transfer or assignment including, without limitation, all obligations which have accrued or may accrue in the future, and shall be bound by all the terms and provisions of the Plan, and the Company shall remain fully liable under the Plan.

11.12 Applicable Law. This Plan is subject to interpretation under federal law and, to the extent applicable, the law of the State of Ohio.

Adopted: April 19, 2001

Amended and Restated: October 18, 2007

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