Exhibit 10.7
 
                              EMPLOYMENT AGREEMENT
 
      THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as of
Feb 25, 2004 (the "Effective Date"), by and between Rodney B. Mott ("Executive")
and International Steel Group Inc., a Delaware corporation.
 
                                R E C I T A L S:
 
      A. Executive serves as the President, Chief Executive Officer and Vice
Chairman of the Board of Directors, and is a key corporate officer of ISG.
 
      B. ISG desires to employ Executive, and Executive desires to accept such
employment, under the terms and conditions of this Agreement.
 
      C. The Directors have also determined that it is in the best interests of
the stockholders and ISG to promote stability among key officers.
 
      IN CONSIDERATION OF THE FOREGOING, the mutual covenants contained herein,
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
 
1. Definitions.
 
      1.1 "Accountants" has the meaning set forth in Section 10.7(B)(i).
 
      1.2 "Base Salary" has the meaning set forth in Section 6.1.
 
      1.3 "Board" means the board of directors of ISG.
 
      1.4 "Cash and Stock Bonus Plan" has the meaning set forth in Section 6.2
hereof.
 
      1.5 "Cause" means (A) commission by the Executive of (i) a serious felony
or (ii) any serious crime involving fraud, dishonesty or breach of trust
relating to ISG or Executive's employment with ISG, (B) gross negligence or
intentional misconduct by Executive with respect to ISG or in the performance of
his duties at ISG, (C) failure to follow a reasonable, lawful and specific
direction of the Board of Directors, or (D) breach by Executive of any material
provision of this Agreement, which breach is not corrected by Executive within
ten (10) calendar days after receipt by Executive of written notice from ISG of
such breach.
 
      1.6 "Code" has the meaning set forth in Section 10.7(A).
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      1.7 "Covered Payments" has the meaning set forth in Section 10.7(A).
 
      1.8 "Disability" or "Disabled" means the absence of Executive from
Executive's duties with the Company on a full time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and reasonably acceptable to Executive or Executive's legal
representative.
 
      1.9 "Excise Tax" has the meaning set forth in Section 10.7(A).
 
      1.10 "Excise Tax Reimbursement" has the meaning set forth in Section
10.7(A).
 
      1.11 "Good Reason" means the termination of Executive's employment by
Executive for any of the following reasons:
 
            (A) Involuntary reduction in Executive's Base Salary unless such
      reduction occurs simultaneously with a company-wide reduction in officers'
      salaries;
 
            (B) Involuntary discontinuance or reduction in bonus award
      opportunities for Executive under ISG's Cash and Stock Bonus Plan unless a
      company-wide reduction of all officers' bonus awards occurs simultaneously
      with such discontinuance or reduction;
 
            (C) Significant reduction in Executive's responsibilities and status
      within the ISG organization, or a change in his title or office without
      written consent of Executive;
 
            (D) Involuntary discontinuance of Executive's participation in any
      employee benefit plans maintained by ISG unless such plans are
      discontinued by reason of law or loss of tax deductibility to ISG with
      respect to contributions to such plans, or are discontinued as a matter of
      ISG policy applied equally to all participants in such plans;
 
            (E) Failure to obtain an assumption of ISG's obligations under this
      Agreement by any successor to ISG, regardless of whether such entity
      becomes a successor to ISG as a result of a merger, consolidation, sale of
      assets of ISG, or other form of reorganization;
 
            (F) Termination of Executive's employment which is not effected
      pursuant to a notice of termination satisfying the requirements of Section
      9 hereof;
 
            (G) Failure of Executive to be elected to the Board; or
 
            (H) A material breach of this Agreement by ISG, which breach is not
      corrected by ISG within ten (10) calendar days after receipt by the
      Company of written notice from Executive of such breach.
 
      1.12 "ISG" means International Steel Group Inc. and each of the affiliates
of International
 
 
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Steel Group Inc. (meaning any entity that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, International Steel Group Inc.), along with all successors and assigns of
each of such entities.
 
      1.13 "Plan" has the meaning set forth in Section 7.5.
 
      1.14 "Term" has the meaning set forth in Section 5.
 
      1.15 "Termination Date" means the date on which the termination of
Executive's employment with ISG becomes effective.
 
2. Termination of Prior Agreements.
 
      The parties hereto acknowledge and agree that, effective as of July 31,
2003, all prior employment agreements are terminated and each and every
provision of each of such agreements is rendered void and of no further force or
effect whatsoever.
 
3. Employment.
 
      ISG hereby employs Executive, and Executive hereby accepts employment,
according to the terms and conditions set forth in this Agreement and for the
period specified in Section 5 of this Agreement.
 
4. Duties.
 
      During the Term, Executive shall serve ISG as its President, Chief
Executive Officer and, Vice Chairman of the Board of Directors in accordance
with reasonable and lawful directions from ISG's Board of Directors and in
accordance with ISG's Articles of Incorporation and Amended Bylaws, as both may
be amended from time to time. Executive will report directly to the Board of
Directors. While Executive is employed by ISG as a full-time employee, Executive
shall serve ISG, faithfully, diligently, competently and to the best of his
ability, and will exclusively devote his full time, energy and attention to the
business of ISG and to the promotion of its interests. Executive shall not,
without the written consent of the Board of Directors of ISG, which shall not be
unreasonably withheld, render services to or for any person, firm, corporation
or other entity or organization in exchange for compensation, regardless of the
form in which such compensation is paid and whether or not it is paid directly
or indirectly to Executive. Nothing in this Section 4 shall preclude Executive
from managing his personal investments and affairs, provided that such
activities in no way interfere with the proper performance of his duties and
responsibilities as President, Chief Executive Officer and, Vice Chairman of the
Board of Directors.
 
5. Term of Employment.
 
      Subject to Article 9, the term of this Agreement (the "Term") shall
commence on the Effective Date and end on December 31, 2006. The Term shall
automatically be extended by one year on each December 31 unless not later than
September 30 of such year ISG notifies Executive, or
 
 
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Executive notifies ISG, that it or he, as the case may be, does not desire to
have the Term extended.
 
 
6. Compensation.
 
      6.1 Base Salary. While employed under this Agreement, Executive will
receive as his compensation for the performance of his duties and obligations to
ISG under this Agreement a base salary of Six Hundred Thousand Dollars
($600,000.00) per year, which will be payable in semi-monthly installments, and
which will be subject to annual review by the Compensation Committee as approved
by the Board of Directors (the base salary, as it may be increased from time to
time, is referred to herein as the "Base Salary").
 
      6.2 Bonus. In addition to the Base Salary, Executive will receive with
respect to each calendar year a bonus in accordance with ISG's Officer Cash and
Stock Bonus Plan (the "Cash and Stock Bonus Plan"), a copy of which has been
delivered to Executive.
 
      6.3 Withholding. All compensation payable to Executive pursuant to this
Section 6 shall be paid net of amounts withheld for federal, state, municipal or
local income taxes, Executive's share, if any, of any payroll taxes and such
other federal, state, municipal or local taxes as may be applicable to amounts
paid by an employer to its employee or to the employer/employee relationship.
 
7. Other Benefits of Employment.
 
      7.1 Retirement Benefits.
 
            (A) 401(k) Plan. Executive will participate in the ISG 401(k) Plan,
      a copy of which has been provided to Executive, in accordance with the
      provisions of the ISG 401(k) Plan, as amended from time to time.
 
            (B) Post-Retirement Medical. If Executive retires prior to or after
      attaining the age 65, ISG will provide the following:
 
                  (i) Until Executive attains age sixty five (65), ISG will
            provide Executive and his dependents with health care and major
            medical coverage that is comparable to the coverage that Executive
            and his dependents are receiving on the date of Executive's
            retirement. ISG will pay one hundred percent (100%) of the cost of
            such coverage.
 
                  (ii) On and after Executive's sixty-fifth (65th) birthday, ISG
            will provide Executive and his dependents with the same health care
            and major medical coverage as other Executives and their dependents,
            provided, however, that upon attaining the age of 65 Executive
            enrolls in Parts A and B of Medicare and that Medicare coverage will
            be primary. ISG and Executive will share the cost of such coverage
            with Executive paying the same percentage or amount of such cost as
            he would be required to pay under the ISG Employee Medical Plan, as
            in effect on his sixty-fifth
 
 
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            birthday.
 
 
      7.2 Executive Life Insurance. During such time as Executive is employed by
ISG, ISG shall pay the premiums on an Universal Life Policy, which shall be
owned by Executive and which shall provide Executive with One Million Dollars
($1,000,000) in life insurance, plus forty percent (40%) of such premiums as a
gross up amount to cover the income taxes with respect to such premium
reimbursement. Executive will be responsible for the payment of all taxes
associated with the payment of the premiums and the gross up amount. Executive
acknowledges that a physical examination may be required by the insurer.
 
      7.3 Disability. Executive will be entitled to participate in ISG's Long
Term Disability program applicable to executive level employees of ISG, and in
ISG's Short Term Illness Program, all in accordance with the provisions of such
programs as they may be amended from time to time.
 
      7.4 Miscellaneous Benefits. Executive will be entitled to participate in
such hospitalization, life insurance, and other employee benefit plans and
programs, if any, as may be adopted by ISG from time to time, in accordance with
the provisions of such plans and programs and on the same basis as other
full-time salaried employees of ISG who participate in such employee benefit
plans (except to the extent that the benefits provided under any of such plans
or programs are expressly offset by any of the benefits provided under or
pursuant to this Agreement).
 
      7.5 Stock Options and Grants. Executive shall continue to be eligible to
receive awards of stock options and restricted stock in accordance with the
provisions of the 2002 Stock Option Plan of International Steel Group Inc., as
they may be amended or superseded from time to time (the "Plan"). The terms of
such awards shall be determined by the Board of Directors in accordance with the
Plan, provided however, that notwithstanding any provision of the Plan to the
contrary, i) in the event of any termination of Executive's employment for any
reason other than for Cause as specified in 1.5 (a) or (d), pursuant to Section
10.3, any stock options granted to Executive prior to such Termination Date
shall immediately vest and be exercisable by Executive under the Plan; ii) in
the event of any termination of Executive's employment for Cause as specified in
1.5 (a) or (d), pursuant to Section 10.3, only those stock options granted to
Executive on April 12, 2002 shall immediately vest and be exercisable by
Executive under the Plan, and (iii) in the event of Executive's termination
pursuant to Section 10.5 only those options vested on the date of termination
will be exercisable by Executive under the Plan. It being understood that for
purposes of this Section 7.5 that the burden of proof shall rest with the
Company.
 
      7.6 Taxes and Withholding. Executive shall be responsible for paying all
federal, state, municipal or local taxes payable by him with respect to any
benefits provided under this Section 7, and ISG will, when required by law or
when otherwise appropriate or customary, withhold from the benefits or other
compensation amounts sufficient to satisfy such taxes.
 
8. Vacation. Executive will be entitled to five (5) weeks paid vacation and ISG
recognized holidays.
 
 
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9. Termination.
 
      9.1 Termination by ISG.
 
            (A) This Agreement shall automatically terminate effective upon (i)
      the date of Executive's death; (ii) the date that Executive is determined
      to be permanently Disabled or (iii) the date of Executive's retirement.
 
            (B) ISG may terminate this Agreement, and Executive's employment
      with ISG, without Cause upon ninety (90) days' prior written notice to
      Executive or ISG may elect to not renew the term of the Agreement in
      accordance with Section 5.
 
            (C) ISG may terminate this Agreement and Executive's employment with
      ISG, with Cause effective immediately and without the requirement of prior
      notice to Executive.
 
      9.2 Termination by Executive. Executive may terminate this Agreement, and
his employment with ISG, with or without Good Reason, upon ninety (90) days'
prior written notice to ISG or may elect to not renew the term of the Agreement
in accordance with Section 5.
 
      9.3 Notice. Any purported termination of this Agreement by ISG or
Executive shall be communicated by written notice of termination to the other
party. Such notice shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provisions so indicated, shall specify the Termination Date
(which shall not be earlier than the date of the notice), and, if the notice is
from ISG, shall specify whether the provisions of Section 11.3 shall apply to
Executive following the Termination Date.
 
10. Compensation and Benefits Upon Termination of Employment.
 
      10.1 Termination of Employment upon Death. If Executive's employment is
terminated by reason of death, his estate shall be entitled to receive only the
Base Salary to which Executive was entitled through the date of death, any
accrued unpaid bonus compensation (calculated on a pro rata basis) due to
Executive with respect to the calendar year prior to and the calendar year in
which the Termination Date occurs, and such other benefits as may be available
to Executive or his estate through ISG's benefit plans and policies.
 
      10.2 Termination of Employment upon Disability. If Executive's employment
is terminated due to his Disability, Executive shall be entitled to receive only
the Base Salary to which he was entitled through the date of termination due to
Disability, any unpaid bonus or incentive compensation (calculated on a pro rata
basis) due to Executive with respect to the calendar year prior and the calendar
year in which the Termination Date occurs, and such other benefits as may be
available to Executive through ISG's benefit plans and policies.
 
      10.3 Termination of Employment by ISG for Cause. If Executive's employment
is
 
 
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terminated for Cause as provided in Section 9.1(C), Executive shall be entitled
to receive the Base Salary to which he was entitled through the Termination
Date, accrued unpaid bonus compensation (calculated on pro rata basis), due to
Executive with respect to the calendar year prior and the calendar year in which
the Termination Date occurs and such other benefits as may be available to him
through ISG's benefit plans and policies in effect on the Termination Date and
the immediate veting of stock options as specified in Section 7.5.
 
      10.4 Termination Without Cause or Termination For Good Reason. If ISG
terminates Executive's employment without Cause pursuant to Section 9.1(B) or if
Executive terminates his employment for Good Reason pursuant to Section 9.2,
Executive shall receive: (A) severance pay equal to three times his Base Salary
and bonus compensation in the amount of three times the average of Executive's
previous three years annual bonus; and (B) all other benefits including without
limitation, health care and major medical coverage, for a period of three (3)
years from the Termination Date. In the event that Executive has been employed
for less than three calendar years, then the bonus payment shall be three times
the average of the bonus earned in those years. Said severance and bonus payment
shall be made in a lump sum payment within thirty (30) days of the Termination
Date. Executive and ISG agree that the receipt of severance benefits as defined
in this Section 10.4 are conditioned upon and subject to Executive and ISG
executing a valid mutual release agreement releasing any and all claims which
either of them have or may have against the other arising out of Executive's
employment (other than enforcement of this Agreement).
 
      10.5 Termination of Employment other than for Good Reason. If Executive
terminates employment with ISG pursuant to Section 9.2 other than for Good
Reason or elects not to renew the agreement for an additional term, Executive
shall be entitled to receive only the Base Salary to which he was entitled
through the Termination Date, accrued unpaid bonus compensation (calculated on a
pro rata basis) due to Executive for the calendar year prior and the calendar
year in which the Termination Date occurs and such other benefits as may be
available to him through ISG's benefit plans and policies.
 
      10.6 Effect of Termination. Upon termination of Executive's employment,
the obligations of each of the parties under this Agreement shall expire as of
the Termination Date, including, without limitation, the obligations of ISG to
pay any compensation to Executive, except to the extent otherwise specifically
provided in this Agreement. Notwithstanding the foregoing, the obligations
contained in Section 11 of this Agreement and the provisions hereof relating to
the obligations of ISG described in the preceding sentence, shall survive the
termination or expiration of this Agreement in accordance with the terms set
forth therein.
 
      10.7 Certain Further Payments by ISG.
 
            (A) In the event that any amount or benefit paid or distributed to
      Executive pursuant to this Agreement, taken together with any amounts or
      benefits otherwise paid or distributed to Executive by ISG or any
      affiliated company (collectively, the "Covered Payments"), are or become
      subject to the tax (the "Excise Tax") imposed under Section 4999 of the
      Internal Revenue Code of 1986, as amended (the "Code"), or any similar tax
      that may hereafter be imposed, ISG shall pay to Executive at the time
      specified in this Section 10.7 an
 
 
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      additional amount (the "Excise Tax Reimbursement") such that the net
      amount retained by Executive with respect to such Covered Payments, after
      deduction of any Excise Tax on the Covered Payments and any Federal, state
      and local income or employment tax and Excise Tax on the Excise Tax
      Reimbursement provided for by this Section 10.7, but before deduction for
      any Federal, state or local income or employment tax withholding on such
      Covered Payments, shall be equal to the amount of the Covered Payments.
 
            (B) For purposes of determining whether any of the Covered Payments
      will be subject to the Excise Tax and the amount of such Excise Tax:
 
 
                  (i) such Covered Payments will be treated as "parachute
            payments" within the meaning of Section 280G of the Code, and all
            "parachute payments" in excess of the "base amount" (as defined
            under Section 280G(b)(3) of the Code) shall be treated as subject to
            the Excise Tax, unless, and except to the extent that, in the good
            faith judgment of ISG's independent certified public accountants
            appointed prior to the date upon which a change in control became
            effective or tax counsel selected by such accountants (the
            "Accountants"), ISG has a reasonable basis to conclude that such
            Covered Payments (in whole or in part) either do not constitute
            "parachute payments" or represent reasonable compensation for
            personal services actually rendered (within the meaning of Section
            280G(b)(4)(B) of the Code) in excess of the "base amount," or such
            "parachute payments" are otherwise not subject to such Excise Tax;
            and
 
                  (ii) the value of any non-cash benefits or any deferred
            payment or benefit shall be determined by the Accountants in
            accordance with the principles of Section 280G of the Code.
 
            (C) For purposes of determining the amount of the Excise Tax
      Reimbursement, Executive shall be deemed to pay:
 
                  (i) Federal income taxes at the highest applicable marginal
            rate of Federal income taxation for the calendar year in which the
            Excise Tax Reimbursement is to be made; and
 
                  (ii) any applicable state and local income taxes at the
            highest applicable marginal rate of taxation for the calendar year
            in which the Excise Tax Reimbursement is to be made, net of the
            maximum reduction in Federal income taxes which could be obtained
            from the deduction of such state or local taxes if paid in such
            year.
 
            (D) In the event that the Excise Tax is subsequently determined by
      the Accountants or pursuant to any proceeding or negotiations with the
      Internal Revenue Service to be less than the amount taken into account
      hereunder in calculating the Excise Tax Reimbursement made, Executive
      shall repay to ISG, at the time that the amount of such
 
 
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      reduction in the Excise Tax is finally determined, the portion of such
      prior Excise Tax Reimbursement that would not have been paid if such
      Excise Tax had been applied in initially calculating such Excise Tax
      Reimbursement, plus interest on the amount of such repayment at the rate
      provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the
      foregoing, in the event any portion of the Excise Tax Reimbursement to be
      refunded to ISG has been paid to any Federal, state or local tax
      authority, repayment thereof shall not be required until actual refund or
      credit of such portion has been made to Executive, and interest payable to
      ISG shall not exceed interest received or credited to Executive by such
      tax authority for the period it held such portion. Executive and ISG shall
      mutually agree upon the course of action to be pursued (and the method of
      allocating the expenses thereof) if Executive's good faith claim for
      refund or credit is denied.
 
            (E) In the event that the Excise Tax is later determined by the
      Accountants or pursuant to any proceeding or negotiations with the
      Internal Revenue Service to exceed the amount taken into account hereunder
      at the time the Excise Tax Reimbursement is made (including, but not
      limited to, by reason of any payment the existence or amount of which
      cannot be determined at the time of the Excise Tax Reimbursement), ISG
      shall make an additional Excise Tax Reimbursement in respect of such
      excess (plus any interest or penalty payable with respect to such excess)
      at the time that the amount of such excess is finally determined.
 
            (F) The Excise Tax Reimbursement (or portion thereof) provided for
      in Section 10.7(A) above shall be paid to Executive not later than ten
      (10) business days following the payment of the Covered Payments;
      provided, however, that if the amount of such Excise Tax Reimbursement (or
      portion thereof) cannot be finally determined on or before the date on
      which payment is due, ISG shall pay to Executive by such date an amount
      estimated in good faith by the Accountants to be the minimum amount of
      such Excise Tax Reimbursement and shall pay the remainder of such Excise
      Tax Reimbursement (together with interest at the rate provided in Section
      1274(b)(2)(B) of the Code) as soon as the amount thereof can be
      determined, but in no event later than forty five (45) calendar days after
      payment of the related Covered Payment. In the event that the amount of
      the estimated Excise Tax Reimbursement exceeds the amount subsequently
      determined to have been due, such excess shall constitute a loan by ISG to
      Executive, payable on the fifth (5th) business day after written demand by
      ISG for payment (together with interest at the rate provided in Section
      1274(b)(2)(B) of the Code).
 
      10.8 Other Employment. Executive shall not be required to mitigate the
amount of any payment provided for in this Section 10 by seeking other
employment. Moreover, the amount of any payment provided for in this Section 10
shall not be reduced by any compensation earned or benefits provided as the
result of employment of Executive by another employer or as a result of
Executive being self-employed after the Termination Date.
 
 
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11. Confidentiality and Non-Compete.
 
      11.1 Non-Disclosure. Executive expressly covenants and agrees that he will
not reveal, divulge or make known to any person, firm, company or corporation
any secret or confidential information of any nature concerning ISG or its
business, or anything connected therewith.
 
      11.2 Return of Materials. Executive agrees to deliver or return to ISG
upon termination or expiration of this Agreement or as soon thereafter as
possible, all written information and any other similar items furnished by ISG
or prepared by Executive in connection with his services hereunder. Executive
will retain no copies thereof after termination of this Agreement or Executive's
employment with ISG.
 
      11.3 Non-Competition. In the event of termination of this Agreement by ISG
without Cause or by Executive without Good Reason, Executive shall not (except
as an officer, director, employee, agent or consultant of ISG) during the
two-year period following the Termination Date, directly or indirectly, own,
manage, operate, join, or have a financial interest in, control or participate
in the ownership, management, operation or control of, or be employed as an
employee, agent or consultant, or in any other individual or representative
capacity whatsoever, or use or permit his name to be used in connection with, or
be otherwise connected in any manner with any business or enterprise that is
actively engaged in any business which is in competition with ISG or any of its
subsidiaries or affiliates in any geographic area in which ISG or any of its
subsidiaries or affiliates does business on the Termination Date; provided that
the foregoing restriction shall not be construed to prohibit the ownership by
Executive of not more than one percent (1%) of any class of securities of any
corporation which is engaged in any of the foregoing businesses, having a class
of securities registered pursuant to the Securities Exchange Act of 1934, which
securities are publicly owned and regularly traded on any national exchange or
in the over-the-counter market, provided, further, that such ownership
represents a passive investment and that neither Executive nor any group of
persons including Executive in any way, either directly or indirectly, manages
or exercises control of any such corporation, guarantees any of its financial
obligations, otherwise takes part in its business other than exercising his
rights as a shareholder, or seeks to do any of the foregoing.
 
      11.4 No Solicitation. Executive hereby further agrees and covenants that
between the Effective Date and the termination of this Agreement as provided in
Section 9, and for a period of three (3) years after such termination, he shall
not, directly or indirectly, on his own behalf or with others (A) induce or
attempt to induce any employee of ISG to leave the employ of ISG, or in any way
interfere with the relationship between ISG and any employee; (B) knowingly hire
any employee of ISG; or (C) induce or attempt to induce any referral source,
customer, or other business relation of ISG not to do business with ISG, or to
cease doing business with ISG, or in any way interfere with the relationship
between any such referral source, customer, or business relation and ISG.
 
      11.5 Injunctive Relief. Executive acknowledges that it is impossible to
measure in money the damages that will accrue to ISG by reason of Executive's
failure to observe any of the obligations imposed on him by this Section 11.
Further, if a final determination is made by a court having competent
jurisdiction that the time or territory or any other restriction contained in
Section 11.3 is an unenforceable restriction on Executive's activities, the
provisions of Section 11.3 shall not be
 
 
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rendered void but shall be deemed amended to apply such maximum time and
territory and such other restrictions as such court may judicially determine or
otherwise indicate to be reasonable.
 
12. Additional Indemnification.
 
      ISG agrees to indemnify, defend and hold Executive harmless as to all
claims, suits, actions or causes of action brought against Executive by any
former employer of Executive unless Executive engaged in willful misconduct or
acted in a manner that was grossly negligent.
 
13. Miscellaneous.
 
      13.1 Assignment. This Agreement shall be binding upon the parties hereto,
their respective heirs, personal representatives, executors, administrators and
successors; provided, however, that Executive shall not assign this Agreement.
 
      13.2 Governing Law. This Agreement shall be construed under and governed
by the internal laws of the State of Ohio without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of Ohio or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Ohio.
 
      13.3 Entire Agreement. This Agreement, together with the Director and
Officer Indemnification Agreement between Executive and ISG, dated as of
November 25, 2003, set forth the entire agreement of the parties concerning the
employment of Executive by ISG, and any other oral or written statements,
representations, agreements, or understandings made or entered into prior to or
contemporaneously with the execution of this Agreement, are hereby rescinded,
revoked, and rendered null and void by the parties. Both parties hereto have
participated in the selection of the words and phrases set forth in this
Agreement in order to express their joint intentions in entering into this
employment relationship, and the parties hereto agree that there shall not be
strict interpretation against either party in connection with any review of this
Agreement in which interpretation thereof is an issue.
 
      13.4 Notices. Any notice required or permitted under this Agreement shall
be deemed to have been effectively made or given if in writing and personally
delivered, or mailed properly addressed in a sealed envelope, postage prepaid by
certified or registered mail, delivered by a reputable overnight delivery
service or sent by facsimile. Unless otherwise changed by notice, notice shall
be properly addressed to Executive if addressed to the address of Executive on
the books and records of ISG at the time of the delivery of such notice, and
properly addressed to ISG if addressed to:
 
                         Karen A Smith
                         Vice President, Human Resources
                         International Steel Group, Inc.
                         3250 Interstate Drive - 2nd Floor
                         Kinross Lakes
                         Richfield, OH 44286
 
 
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      13.5 Severability. Wherever there is any conflict between any provision of
this Agreement and any statute, law regulation or judicial precedent, the latter
shall prevail, but in such event the provisions of this Agreement thus affected
shall be curtailed and limited only to the extent necessary to bring them within
the requirements of law. In the event that any provision of this Agreement shall
be held by a court of competent jurisdiction to be indefinite, invalid, void or
voidable or otherwise unenforceable, the balance of this Agreement shall
continue in full force and effect unless such construction would clearly be
contrary to the intentions of the parties or would result in an unconscionable
injustice.
 
 
      13.6 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
 
      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the day and year first above written.
 
 
                                        INTERNATIONAL STEEL GROUP INC.
 
 
                                        By:/s/ William C. Bartholomay
                                           -------------------------------------
                                        Name: William Bartholomay
                                              ----------------------------------
                                        Its: Chairman Compensation Committee
                                             -----------------------------------
 
 
 
                                                    /s/Rodney B. Mott
                                        ----------------------------------------
                                                     Rodney B. Mott
 
 
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