Form of First Amendment to AK Steel Holding Executive Officer Change of Control



 EXHIBIT 10.8 
 [FORM OF AGREEMENT TO BE EXECUTED WITH EACH OFFICER 
 PARTY TO A CHANGE IN CONTROL AGREEMENT] 

 FIRST AMENDMENT 
 TO
THE 
 AK STEEL HOLDING CORPORATION 
 EXECUTIVE OFFICER CHANGE OF CONTROL AGREEMENT 
 WITH [INSERT NAME OF EXECUTIVE OFFICER]

  

 WHEREAS, the
parties to this First Amendment entered into and executed an Executive Officer Change of Control Agreement (the “Agreement”) dated July 26, 2004; and 
 WHEREAS, the parties desire to bring the Agreement into compliance with recently effective provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder; and

 WHEREAS, unless the Agreement is amended to bring it into compliance with Section 409A and the regulations promulgated thereunder, it
could result in substantial tax penalties and other consequences for the undersigned Executive Officer; 
 NOW, THEREFORE, in consideration
of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 A. Section E(1) of the Agreement is hereby amended to read as follows: 
 “1. Basic Severance Benefits. If within twenty-four months after a Change of Control your employment with AKS is
involuntarily terminated without Cause by AKS pursuant to Section C(1) or you voluntarily terminate your employment for Good Reason pursuant to Section C(3), [(CEO & GENERAL COUNSEL ONLY) or you voluntarily terminate your employment
within six months after a Change of Control pursuant to Section C(4),] AKS will pay you, regardless of whether or not you execute a Release of Claims (as defined in Section E(2) below), severance pay equal to your base salary for a period of six
months from your Date of Termination. The aggregate of such severance pay shall be paid to you in a single, undiscounted lump sum payment within ten days following your Date of Termination.” 
 B. Section E(2) of the Agreement is hereby amended to read as follows: 
 “2. Supplemental Severance Benefits. If within twenty-four months after a Change of Control your employment with AKS is
involuntarily terminated without Cause by AKS pursuant to Section C(1) or you voluntarily terminate your employment for Good Reason pursuant to Section C(3), [(CEO & GENERAL COUNSEL ONLY) 








 
or you voluntarily terminate your employment within six months after a Change of Control pursuant to Section C(4),] , and you execute and provide to
AKS within sixty days after your Date of Termination a complete, full and effective (i.e. no longer revocable) release of all claims against AKS that is in a form reasonable and customary (“Release of Claims”), then you shall be
entitled, in addition to the severance pay provided under Section E(1) above, to the following supplemental benefits:” 
 C. Section
E(2)(a) of the Agreement is hereby amended to read as follows: 
 “a. Additional Base Salary. Severance pay
based upon your base salary shall be paid for an additional              [thirty – Tier I; twenty-four – Tier II; eighteen – Tier III; twelve – Tier IV]
months beyond the period paid pursuant to Section E(1). Such additional base salary payable as severance shall be paid to you in a single, undiscounted lump sum payment within ten days after the effective date of your Release of Claims.”

 D. Section E(2)(c) of the Agreement is hereby amended to read as follows: 
 “c. LTPP Payment. You will receive a lump-sum payment equal to the bonus payment with respect to any completed
performance period under the AK Steel Corporation Long-Term Performance Plan (“LTPP”) that has not been paid as of your Date of Termination (which amount shall not be less than it would be if calculated at your assigned target amount under
the LTPP for such performance period), plus a prorated amount of the bonus payment with respect to any incomplete performance period calculated at your assigned target amount under the LTPP for each such performance period. Payment of this lump sum
amount will be made within ten days after the effective date of your Release of Claims.” 
 E. Section E(7) is hereby added immediately
after Section E(6) of the Agreement to read as follows: 
 “7. Six-Month Delay of Payment. Notwithstanding
any provision of this Agreement to the contrary, if as of your Termination Date you are a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, no benefit hereunder that is payable
to you due to your voluntary termination pursuant to Sections C(3) or C(4) shall be paid to you prior to the earlier of: (i) the expiration of the six-month period commencing on your Date of Termination or (ii) your death. You shall be
entitled to interest on such delayed payment for such six-month period (or shorter period as the case may be), accrued at the average prime rate in effect during such period of delay, which shall be added to your benefit payable under the Plan. The
average prime rate of interest for this purpose shall be the average over such period of the daily prime rate of interest published by the Fifth Third Bank, Cincinnati, Ohio or its successors.” 
  

 - 2 - 








 F. In all other respect, the parties intend the Agreement to remain in effect and as agreed to as of the
Effective Date of the Agreement. 
 IN WITNESS WHEREOF, the parties accept and agree to the foregoing terms, and have executed this Agreement
in duplicate on the dates set forth below their respective signatures. 
  

			
	AK STEEL HOLDING CORPORATION
		
	By:	 	  

		 	 James L. Wainscott, Chairman, President
 & Chief
Executive Officer

		
	Date:	 	  

	
	AK STEEL CORPORATION
		
	By:	 	  

		 	 James L. Wainscott, Chairman, President
 & Chief
Executive Officer

		
	Date:	 	  

	
	  

	Signature of Executive Officer
	
	  

	Name (Please print)
		
	Date:	 	  



  

 - 3 -