exhibit10-3.htm


    

      EXHIBIT
10.3

      


      
        	 
      	
                SECOND
      AMENDMENT

              	 
      
	 
      	
                TO
      THE

              	 
      
	 
      	
                AK
      STEEL HOLDING CORPORATION

              	 
      
	 
      	
                EXECUTIVE
      OFFICER SEVERANCE AGREEMENT

              	 
      
	 
      	 
      	 
      


      

      


      


      WHEREAS,
the parties to this Second Amendment entered into and executed an Executive
Officer Severance Agreement (the “Agreement”) dated July 26, 2004;
and

      


      WHEREAS,
the parties desire to eliminate any question that the Agreement satisfies the
requirements under Internal Revenue Service Revenue Ruling 2008-13 with respect
to the deductibility of performance-based compensation under Section 162(m) of
the Internal Revenue Code; and

      


      WHEREAS,
if the Agreement does not satisfy the requirements under Revenue Ruling 2008-13
with respect to deductibility, it could result in substantial adverse tax
consequences;

      


      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 to this Second Amendment agree that Section E(2)(b) of
the Agreement is hereby amended to read as follows:

      


      “b.           Lump Sum
and MIP Payments.
You will receive a lump-sum payment which shall be separate from, but
equal in amount to, your assigned target [for CEO, substitute: “equal in
amount to one and one half times, your assigned target”] under the AK
Steel Corporation Annual Management Incentive Plan (“MIP”) for the calendar year
during which your Date of Termination occurs.  Payment of this lump
sum amount will be made within ten days after the effective date of your Release
of Claims. You also will receive on a prorated basis the MIP incentive award, if
any, to which you otherwise would be entitled for the calendar year during which
your Date of Termination occurs.  The amount of such prorated MIP
incentive award shall be determined in accordance with Section 6, above, and
adjusted to reflect the percentage of your actual period of participation in the
MIP prior to termination during such calendar year.  Payment of any
such prorated MIP incentive award will be made within ten days after the later
of: (i) the date that any awards under the MIP with respect to such calendar
year are paid to participants under the MIP, or (ii) the effective date of your
Release of Claims.”

       

      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:

              	 
      
	 
      	 
      	 
      


      

      


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