GUARANTY

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                                                                    Exhibit 10.2

                                                               Execution Version

                                    GUARANTY

          GUARANTY, dated as of May 1, 2006 (this "Guaranty"), by each of the
entities listed on the signature pages hereof or that becomes a party hereto
pursuant to Section 24 (Additional Guarantors) hereof (each a "Subsidiary
Guarantor" and individually a "Guarantor"), in favor of the Administrative
Agent, each Lender, each Issuer and each other holder of an Obligation (as each
such term is defined in the Credit Agreement referred to below) (each, a
"Guarantied Party" and, collectively, the "Guarantied Parties").

                                    WITNESSETH:

          WHEREAS, pursuant to the Credit Agreement dated as of May __, 2006
(together with all appendices, exhibits and schedules thereto and as the same
may be amended, restated, supplemented or otherwise modified from time to time,
the "Credit Agreement"; capitalized terms used herein but not otherwise defined
herein shall have the meanings provided to them in the Credit Agreement) among
WCI Steel Acquisition, Inc. (the "Borrower"), the Lenders and Issuers party
thereto and Citicorp USA, Inc., as agent for the Lenders and Issuers (in such
capacity, the "Administrative Agent"), the Lenders and Issuers have severally
agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;

           WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;

          WHEREAS, each Guarantor will receive substantial direct and indirect
benefits from the making of the Loans, the issuance of the Letters of Credit and
the granting of the other financial accommodations to the Borrower under the
Credit Agreement; and

          WHEREAS, a condition precedent to the obligation of the Lenders and
the Issuers to make their respective extensions of credit to the Borrower under
the Credit Agreement is that the Guarantors shall have executed and delivered
this Guaranty for the benefit of the Guarantied Parties.

          NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

          SECTION 1 GUARANTY

          (a) To induce the Lenders to make the Loans and the Issuers to issue
Letters of Credit, each Guarantor hereby absolutely, unconditionally and
irrevocably guarantees, jointly with the other Guarantors and severally, as a
primary obligor and not merely as a surety, the full and punctual payment when
due and in the currency due, whether at stated maturity or earlier, by reason of
acceleration, mandatory prepayment or otherwise in accordance herewith or any
other Loan Document, of all the Obligations, whether or not from time to time
reduced or extinguished or hereafter increased or incurred, whether or not
recovery may be or hereafter may become barred by any statute of limitations,
whether or not enforceable as against the Borrower, whether now or hereafter
existing, and whether due or to become due, including principal, interest
(including interest at the contract rate applicable upon default accrued or
accruing after the commencement of any proceeding under the Bankruptcy Code, or
any applicable provisions of comparable state or foreign law, whether or not
such interest is an allowed claim in such

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proceeding), reasonable fees and costs of collection. This Guaranty constitutes
a guaranty of payment and not of collection.

          (b) Each Guarantor further agrees that, if (i) any payment made by
Borrower or any other Person and applied to the Obligations is at any time
annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent
or preferential or otherwise required to be refunded or repaid, or (ii) the
proceeds of Collateral are required to be returned by any Guarantied Party to
the Borrower, its estate, trustee, receiver or any other party, including any
Guarantor, under any bankruptcy law, equitable cause or any other Requirement of
Law, then, to the extent of such payment or repayment, any such Guarantor's
liability hereunder (and any Lien or other Collateral securing such liability)
shall be and remain in full force and effect, as fully as if such payment had
never been made. If, prior to any of the foregoing, this Guaranty shall have
been cancelled or surrendered (and if any Lien or other Collateral securing such
Guarantor's liability hereunder shall have been released or terminated by virtue
of such cancellation or surrender), this Guaranty (and such Lien or other
Collateral) shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of any such Guarantor in respect of the amount
of such payment (or any Lien or other Collateral securing such obligation).

          SECTION 2 LIMITATION OF GUARANTY

          Any term or provision of this Guaranty or any other Loan Document to
the contrary notwithstanding, the maximum aggregate amount of the Obligations
for which any Subsidiary Guarantor shall be liable shall not exceed the maximum
amount for which such Subsidiary Guarantor can be liable without rendering such
Subsidiary Guarantor's obligations under this Guaranty or any other Loan
Document, as it relates to such Subsidiary Guarantor, subject to avoidance under
applicable law relating to fraudulent conveyance or fraudulent transfer
(including Section 548 of the Bankruptcy Code or any applicable provisions of
comparable state law) (collectively, "Fraudulent Transfer Laws"), in each case
after giving effect (a) to all other liabilities of such Subsidiary Guarantor,
contingent or otherwise, that are relevant under such Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Subsidiary Guarantor
in respect of intercompany Indebtedness to the Borrower to the extent that such
Indebtedness would be discharged in an amount equal to the amount paid by such
Subsidiary Guarantor hereunder) and (b) to the value as assets of such
Subsidiary Guarantor (as determined under the applicable provisions of such
Fraudulent Transfer Laws) of any rights to subrogation, contribution,
reimbursement, indemnity or similar rights held by such Subsidiary Guarantor
pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of
this Guaranty or (iii) any other Contractual Obligations providing for an
equitable allocation among such Subsidiary Guarantor and other Subsidiaries or
Affiliates of the Borrower of obligations arising under this Guaranty or other
guaranties of the Obligations by such parties.

          SECTION 3 CONTRIBUTION

          To the extent that any Subsidiary Guarantor shall be required
hereunder to pay a portion of the Obligations exceeding the greater of (a) the
amount of the economic benefit actually received by such Subsidiary Guarantor
from the Revolving Loans and the other financial accommodations provided to the
Borrower under the Loan Documents and (b) the amount such Subsidiary Guarantor
would otherwise have paid if such Subsidiary Guarantor had paid the aggregate
amount of the Obligations (excluding the amount thereof repaid by the Borrower
and the Borrower) in the same proportion as such Subsidiary Guarantor's net
worth at the date enforcement is sought hereunder bears to the aggregate net
worth of all the Subsidiary Guarantors at the date


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enforcement is sought hereunder, then such Guarantor shall be reimbursed by such
other Subsidiary Guarantors for the amount of such excess, pro rata, based on
the respective net worths of such other Subsidiary Guarantors at the date
enforcement hereunder is sought.

          SECTION 4 AUTHORIZATION; OTHER AGREEMENTS

          The Guarantied Parties are hereby authorized, without notice to, or
demand upon, any Guarantor, which notice and demand requirements each are
expressly waived hereby, and without discharging or otherwise affecting the
obligations of such Guarantor hereunder (which obligations shall remain absolute
and unconditional notwithstanding any such action or omission to act), from time
to time, to do each of the following:

          (a) supplement, renew, extend, accelerate or otherwise change the time
for payment of, or other terms relating to, the Obligations, or any part of
them, or otherwise modify, amend or change the terms of any promissory note or
other agreement, document or instrument (including the other Loan Documents) now
or hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them, including any increase or decrease of principal or the rate of
interest thereon;

          (b) waive or otherwise consent to noncompliance with any provision of
any instrument evidencing the Obligations, or any part thereof, or any other
instrument or agreement in respect of the Obligations (including the other Loan
Documents) now or hereafter executed by the Borrower and delivered to the
Guarantied Parties or any of them;

          (c) accept partial payments on the Obligations;

          (d) receive, take and hold additional security or collateral for the
payment of the Obligations or any part of them and exchange, enforce, waive,
substitute, liquidate, terminate, abandon, fail to perfect, subordinate,
transfer, otherwise alter and release any such additional security or
collateral;

           (e) settle, release, compromise, collect or otherwise liquidate the
Obligations or accept, substitute, release, exchange or otherwise alter, affect
or impair any security or collateral for the Obligations or any part of them or
any other guaranty therefor, in any manner;

          (f) add, release or substitute any one or more other guarantors,
makers or endorsers of the Obligations or any part of them and otherwise deal
with the Borrower or any other guarantor, maker or endorser;

          (g) apply to the Obligations any payment or recovery (x) from the
Borrower, from any other guarantor, maker or endorser of the Obligations or any
part of them or (y) from any Guarantor in such order as provided herein, in each
case whether such Obligations are secured or unsecured or guaranteed or not
guaranteed by others;

          (h) apply to the Obligations any payment or recovery from any
Guarantor of the Obligations or any sum realized from security furnished by such
Guarantor upon its indebtedness or obligations to the Guarantied Parties or any
of them; and


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          (i) refund at any time any payment received by any Guarantied Party in
respect of any Obligation, and payment to such Guarantied Party of the amount so
refunded shall be fully guaranteed hereby even though prior thereto this
Guaranty shall have been cancelled or surrendered (or any release or termination
of any Collateral by virtue thereof), and such prior cancellation or surrender
shall not diminish, release, discharge, impair or otherwise affect the
obligations of any Guarantor hereunder in respect of the amount so refunded (and
any Collateral so released or terminated shall be reinstated with respect to
such obligations);

even if any right of reimbursement or subrogation or other right or remedy of
any Guarantor is extinguished, affected or impaired by any of the foregoing
(including any election of remedies by reason of any judicial, non-judicial or
other proceeding in respect of the Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor).

          SECTION 5 GUARANTY ABSOLUTE AND UNCONDITIONAL

          Each Guarantor hereby waives any defense of a surety or guarantor or
any other obligor on any obligations arising in connection with or in respect of
any of the following and hereby agrees that its obligations under this Guaranty
are absolute and unconditional and shall not be discharged or otherwise affected
as a result of any of the following:

          (a) the invalidity or unenforceability of any of the Borrower's
obligations under the Credit Agreement or any other Loan Document or any other
agreement or instrument relating thereto, or any security for, or other guaranty
of the Obligations or any part of them, or the lack of perfection or continuing
perfection or failure of priority of any security for the Obligations or any
part of them;

          (b) the absence of any attempt to collect the Obligations or any part
of them from the Borrower or other action to enforce the same;

          (c) failure by any Guarantied Party to take any steps to perfect and
maintain any Lien on, or to preserve any rights to, any Collateral;

          (d) any Guarantied Party's election, in any proceeding instituted
under chapter 11 of the Bankruptcy Code, of the application of Section
1111(b)(2) of the Bankruptcy Code or any applicable provisions of comparable
state or foreign law;

          (e) any borrowing or grant of a Lien by the Borrower, as debtor in
possession, or extension of credit, under Section 364 of the Bankruptcy Code or
any applicable provisions of comparable state or foreign law;

          (f) the disallowance, under Section 502 of the Bankruptcy Code, of all
or any portion of any Guarantied Party's claim (or claims) for repayment of the
Obligations;

          (g) any use of cash collateral under Section 363 of the Bankruptcy
Code;

          (h) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding;

          (i) the avoidance of any Lien in favor of the Guarantied Parties or
any of them for any reason;


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          (j) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or
against the Borrower, any Guarantor or any of the Borrower's other Subsidiaries,
including any discharge of, or bar or stay against collecting, any Obligation
(or any part of them or interest thereon) in or as a result of any such
proceeding;

          (k) failure by any Guarantied Party to file or enforce a claim against
the Borrower or its estate in any bankruptcy or insolvency case or proceeding;

          (l) any action taken by any Guarantied Party if such action is
authorized hereby;

          (m) any election following the occurrence of an Event of Default by
any Guarantied Party to proceed separately against the personal property
Collateral in accordance with such Guarantied Party's rights under the UCC or,
if the Collateral consists of both personal and real property, to proceed
against such personal and real property in accordance with such Guarantied
Party's rights with respect to such real property;

          (n) any change in the corporate existence, ownership or structure of
the Borrower or any other Loan Party;

          (o) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
any Guarantor or any other Person against any Guar