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EXHIBIT
10.4
SECOND AMENDMENT
TO THE
AK STEEL HOLDING
CORPORATION
STOCK INCENTIVE
PLAN
(as amended and restated as
of January 20, 2005)
Pursuant to the power of
amendment reserved to the Board of Directors of AK Steel Holding
Corporation in Section 11.1 of the AK Steel Holding
Corporation Stock Incentive Plan (as amended and restated as of
January 20, 2005) (the “Plan”), and with the
intent to ensure that the Plan complies with Section 409A of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder, and with the antidilution provisions of Financial
Accounting Standard 123(R), effective as of October 18, 2007
the Plan is hereby amended as follows:
(1) Section 4.3 is
changed in its entirety to read as follows:
“ 4.3 Adjustments in
Authorized Shares. In the event of any merger, reorganization,
consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the
corporate structure of the Company affecting the Shares, to prevent
dilution or enlargement of rights, an appropriate adjustment shall
be made in an equitable manner by the Committee in the number and
class of Shares which may be delivered under the Plan, in the
number and class of Shares that may be issued to an Employee with
respect to Awards in any given period, an
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