EX-10.9



 Exhibit 10.9 

DIRECTOR INDEMNIFICATION AGREEMENT 

This Director Indemnification Agreement, dated as of             ,
2014 (this “Agreement”), is made by and between TimkenSteel Corporation, an Ohio corporation (the “Company”), and
                            (“Indemnitee”), who is a director of the Company.

 RECITALS: 

A. Section 1701.59 of the Ohio Revised Code (the “ORC”) provides that the business and affairs of a
corporation will be managed by or under the direction of its directors. 
 B. By virtue of the managerial prerogatives vested
in the directors of an Ohio corporation, directors act as fiduciaries of the corporation and its shareholders. 
 C. Thus, it is critically
important to the Company and its shareholders that the Company be able to attract and retain the most capable individuals reasonably available to serve as directors of the Company. 

D. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate
management, ORC §1701.13(E) authorizes (and in some instances requires) corporations to indemnify their directors, authorizes (and sometimes requires) corporations to advance funds to pay for expenses of its directors prior to the final
disposition of an action, suit or proceeding, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors. 

E. Indemnification by a corporation serves the policies of (1) allowing directors to resist unjustified lawsuits, secure in the knowledge
that, if vindicated, the corporation will bear the expense of litigation; (2) encouraging capable women and men to serve as corporate directors, secure in the knowledge that the corporation will absorb the costs of defending their honesty and
integrity; and (3) allowing directors and corporations to dispose of vexacious and distracting litigation through negotiation of settlements. 

F. The number of lawsuits challenging the judgment and actions of corporate directors, the costs of defending those lawsuits, and the threat
to directors’ personal assets have all materially increased over the past several years, chilling the willingness of capable individuals to undertake the responsibilities imposed on corporate directors. 

G. Federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed
additional disclosure and corporate governance obligations on directors of public companies and have exposed such directors to additional and substantially broadened civil liabilities. 

H. These legislative and regulatory initiatives have also exposed directors of public companies to a significantly greater risk of criminal
proceedings, with attendant defense costs and potential criminal fines and penalties. 
 I. Under Ohio law, a director’s right to be
reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend 







 
upon the merits of the claims asserted against the director, which are separate and distinct from any right to indemnification the director may be able to establish, and indemnification of the
director against criminal fines and penalties is permitted if the director satisfies the applicable standard of conduct as a director. 
 J.
Indemnitee is a director of the Company and Indemnitee’s willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify Indemnitee in accordance with the principles
reflected above, to the fullest extent permitted by the laws of the state of Ohio, and upon the other undertakings set forth in this Agreement. 

K. Article IV, Section 1 of the Company’s Code of Regulations (the “Regulations”) requires the
Company to indemnify any person who is or was a director of the Company to the fullest extent then permitted by law.  
 L.
Further, Article IV, Section 3 of the Regulations provides that the Company may, to the fullest extent then permitted by law, enter into indemnification agreements with any persons that the Company may indemnify under the Regulations. 

M. Therefore, in recognition of the need to provide Indemnitee with contractual protection against personal liability, in order
to procure Indemnitee’s continued service as a director of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended
to be enforceable irrespective of, among other things, any amendment to the Company’s Amended and Restated Articles of Incorporation or Regulations (collectively, the “Constituent Documents”), any change in the
composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), or any change in the director’s status through retirement or
resignation, the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under
the Company’s directors’ and officers’ liability insurance policies. 
 N. In light of the considerations
referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

 AGREEMENT: 

NOW, THEREFORE, the parties hereby agree as follows: 

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in
this Agreement with initial capital letters: 
 (a) “Change in Control” means the occurrence after the date
of this Agreement of any of the following events: 
 (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial  

  
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ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the combined voting power of the then-outstanding Voting Stock of the Company;
provided, however, that: 
 (A) for purposes of this Section 1(a)(i), the following acquisitions will not
constitute a Change in Control: (1) any acquisition of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Company by the Company or
any Subsidiary, (3) any acquisition of Voting Stock of the Company by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, and
(4) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii) below; 

(B) if any Person acquires beneficial ownership of 30% or more of combined voting power of the then-outstanding Voting Stock of the Company
as a result of a transaction described in clause (A)(1) of Section 1(a)(i) and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting
Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which
all holders of Voting Stock are treated equally, such subsequent acquisition will be deemed to constitute a Change in Control; 
 (C) a
Change in Control will not be deemed to have occurred if a Person acquires beneficial ownership of 30% or more of the Voting Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding pursuant
to a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more
of the then-outstanding Voting Stock of the Company, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Voting Stock are treated equally; and 

(D) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 30% or more
of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable but no later than the date, if any, set by the Incumbent Directors a sufficient number of shares so that such Person beneficially owns less than 30%
of the Voting Stock of the Company, then no Change in Control will have occurred as a result of such Person’s acquisition; or 
 (ii)
a majority of the Directors are not Incumbent Directors; or 
 (iii) the consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business Combination”),
unless, in each case, immediately following such Business Combination (A) the Voting Stock of the Company outstanding immediately prior to such Business Combination continues to represent (either by remaining outstanding or by being converted
into Voting Stock of the surviving entity or any parent thereof) at least 51% of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination 


  
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(including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries), (B) no Person (other than the Company, such entity resulting from such Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from
such Business Combination beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Combination, and (C) at least a majority of
the members of the Board of Directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

 (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii). 
 For purposes of this Section 1(a) and as used elsewhere
in this Agreement, the following terms have the following meanings: 
 (A) “Exchange Act” means the Securities
Exchange Act of 1934, as amended. 
 (B) “Incumbent Directors” means the individuals who, as of the
date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of at least two-thirds
of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination);
provided, however, that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or
threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board. 
 (C) “Subsidiary” means an entity in which the Company or any holding company
as described in ORC §1701.802(A) directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock. 

(D) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar
governing bodies). 
 (b) “Claim” means (i) any threatened, asserted, pending or completed claim,
demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation,
whether made, instituted or conducted by the Company or any other person, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit
or proceeding. 

  
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 (c) “Controlled Affiliate” means any corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise;
provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be
cast in the election of directors (or persons performing comparable functions) of such entity or enterprise will be deemed to constitute control for purposes of this definition. 

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim
in respect of which indemnification is sought by Indemnitee. 
 (e) “Expenses” means
attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to investigate,
defend, be a witness in or otherwise participate in (including on appeal), any Claim, and any amounts paid in settlement prior to a final, nonappealable judgment or conviction. 

(f) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or
agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in
clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the
Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of
such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee will be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager,
trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such
service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or
a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity. 

(g) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any
Indemnifiable Claim. 

  
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 (h) “Independent Counsel” means a law firm, or a member of
a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party
to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 

(i) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties
(whether civil, criminal or other) and amounts paid in settlement following a final, nonappealable judgment or conviction, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of
any of the foregoing. 
 2. Indemnification Obligation. Subject to Section 7, the Company will indemnify, defend
and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Ohio in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted
indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided in Sections 4 and 20, Indemnitee will not be entitled to indemnification
pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. 

3. Advancement of Expenses. Indemnitee will have the right to advancement by the Company prior to the final disposition of any
Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee.
Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company will, in
accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses;
provided that Indemnitee will repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable
by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee will submit to the Company a sworn request
for advancement of Expenses substantially in the form of Exhibit A attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the
“Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an Indemnifiable Claim. The Undertaking need not be secured and the Company must accept
the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Unless at the time  

  
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of the Indemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to ORC Section l701.13(E)(5)(a) or unless the only liability asserted
against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC Section 1701.95, the Indemnitee will be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: (i) repay such amount if it is
proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless
disregard for the best interests of the Company; and (ii) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be eligible to execute Part B of the Undertaking by which the
Indemnitee undertakes to repay such amount if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both
Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto will be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the terms of both Part A and Part B of the
Undertaking. In no event will Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to,
the undertakings set forth in Exhibit A. 
 4. Indemnification for Additional Expenses. Without limiting the generality or
effect of the foregoing, the Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, will reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid
or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or payment, advancement or
reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery,
as the case may be; provided, however, that Indemnitee will return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which
the advance related. 
 5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. 

6. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable
Loss, Indemnitee will submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the
Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company will give prompt written notice of such Indemnifiable Claim or
Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company will provide to Indemnitee a copy of such notice delivered to the applicable insurers, 


  
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and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the
delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss will not relieve the Company from any liability hereunder unless, and only to the extent that, the
Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. 

7. Determination of Right to Indemnification. 

(a) To the extent that Indemnitee will have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion
thereof or in defense of any issue or matter therein, including without limitation through a dismissal without prejudice, Indemnitee will be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such
Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) will be required. In the event that a matter as to which there has been a dismissal without prejudice is later revived
in the same or similar form, that matter will be treated as a new Claim for all purposes of this Agreement. 
 (b) To the
extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that will have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a
legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) will
be made as follows: (i) if a Change in Control will not have occurred, or if a Change in Control will have occurred but Indemnitee will have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a
majority vote of a quorum consisting of the Disinterested Directors, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or
(C) if such quorum of Disinterested Directors is not available or if a majority of such a quorum so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which will be delivered to Indemnitee; and (ii) if a
Change in Control will have occurred and Indemnitee will not have requested that the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed to the Board, a copy of which will be
delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will indemnify and hold harmless Indemnitee against and, if requested by Indemnitee,
will reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the
person or persons making such Standard of Conduct Determination. 
 (c) The Company will use its reasonable best efforts to
cause any Standard of Conduct Determination required under Section 7(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 7 to make the Standard of


  
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Conduct Determination will not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of
the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent
Counsel, that is permitted under the provisions of Section 7(e) to make such determination and (ii) Indemnitee will have fulfilled his/her obligations set forth in the second sentence of Section 7(b), then Indemnitee will be deemed to
have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such
determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto. 

(d) If (i) Indemnitee will be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a),
(ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or
(iii) Indemnitee has been determined or deemed pursuant to Section 7(b) or (c) to have satisfied any applicable standard of conduct under Ohio law which is a legally required condition precedent to indemnification of Indemnitee
hereunder against any Indemnifiable Losses, then the Company will pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable
Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above will have been
satisfied, an amount equal to the amount of such Indemnifiable Losses. 
 (e) If a Standard of Conduct Determination is to be made by
Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel will be selected by the Board of Directors, and the Company will give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so
selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel will be selected by Indemnitee, and Indemnitee will give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in
Section 1(h), and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected will act as Independent Counsel. If such written objection is properly
and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the
non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions
of the two immediately preceding sentences and clause (i) of this sentence will apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence will apply to successive
alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(e) to  

  
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make the Standard of Conduct Determination will have been selected within 30 days after the Company gives its initial notice pursuant to the first sentence of this Section 7(e) or
Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(e), as the case may be, either the Company or Indemnitee may petition the Federal or state courts of Ohio for resolution of any objection which will have been
made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the court or by such other person as the court will designate, and the person or
firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company will pay all of the reasonable fees and expenses of the Independent Counsel incurred in
connection with the Independent Counsel’s determination pursuant to Section 7(b). 
 8. Presumption of Entitlement. In
making any Standard of Conduct Determination, the person or persons making such determination will presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and
convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the state or federal courts in Ohio. No determination by the Company (including by its directors or any
Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct will be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a
presumption that Indemnitee has not met any applicable standard of conduct. 
 9. No Other Presumption. For purposes of this
Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee
did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted. 
 10.
Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s
jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent
that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity
Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the
Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision. 

11. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director of the Company, and thereafter for so
long as Indemnitee will be subject to any pending or possible Indemnifiable Claim, the Company will use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be
maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the
Company’s current policies of directors’ and officers’ liability  

  
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insurance. The Company will provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other
related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Company will not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the
prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no
Incumbent Directors, without the prior written consent of Indemnitee (which consent will not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee will be
named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but
will not be required to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and
advance expenses pursuant to this Agreement. 
 12. Subrogation. In the event of payment under this Agreement, the Company will be
subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the
definition of “Indemnifiable Claim” in Section 1(f). Indemnitee will execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related
thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company). 
 13. No Duplication of Payments. The
Company will not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any
insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of
such Indemnifiable Losses otherwise indemnifiable hereunder. 
 14. Defense of Claims. The Company will be entitled to
participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by
Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties)
include both the Company and Indemnitee and Indemnitee will conclude that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, or (c) any such representation
by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of
any particular Indemnifiable Claim) at the Company’s expense. The Company will not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the
Company’s prior written consent. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any threatened  

  
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or pending Indemnifiable Claim to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and
unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee will unreasonably withhold its consent to any proposed settlement; provided
that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee. 

15. Successors and Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise, and including any holding company as described in ORC 1701.802(A)) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and
his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to
the benefit of the Company and any successor to the Company, including without limitation any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation,
reorganization or otherwise, and including any holding company as described in ORC 1701.802(A) (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but will not otherwise
be assignable or delegatable by the Company. 
 (b) This Agreement will inure to the benefit of and be enforceable by the
Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors. 
 (c)
This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b).
Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the
Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c), the Company will have no liability to pay any amount so attempted to be assigned or
transferred. 
 16. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents,
requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or electronic mail transmission (with receipt thereof
confirmed orally or electronically), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature
page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt. 

17. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the  

  
 12 








 
State of Ohio, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the state and Federal
courts in Ohio for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement will be brought only in the state or Federal courts in Ohio. 

18. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal
will be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body will decline to reform any provision of this Agreement held to be invalid, unenforceable
or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto will take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one
or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal. 

19. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge
is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party
will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been
made by either party that are not set forth expressly in this Agreement. 
 20. Legal Fees and Expenses. It is the intent of
the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense
thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has
failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or
unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee
from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including without limitation
the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior
attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a
confidential relationship will exist between Indemnitee and such counsel. Without respect to whether  

  
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Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and
expenses incurred by Indemnitee in connection with any of the foregoing. 
 21. Certain Interpretive Matters. Unless the context of
this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the
terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the
specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so
expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken
(including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately
following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday. 

22. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of
which together will constitute one and the same agreement. 
 [Signatures Appear On Following Page] 

  
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 IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized
representative to execute this Agreement as of the date first above written. 
  

			
	TIMKENSTEEL CORPORATION
	1835 Dueber Avenue, S.W.
	Canton, Ohio 44706-2798
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[INDEMNITEE]
	[Address]
	
	  

	[Indemnitee]



  
 15 








 EXHIBIT A 

UNDERTAKING 

UNDERTAKING 
 STATE OF
                            ) 

                          
                      )             SS 

COUNTY OF                         )

 I,
                                        , being
first duly sworn, do depose and say as follows: 
 1. This Undertaking is submitted pursuant to the Director Indemnification
Agreement, dated             , 2014, between TimkenSteel Corporation, an Ohio corporation (the “Company”), and the undersigned. 

2. I am requesting payment of Expenses that I have reasonably incurred or will reasonably incur in defending an Indemnifiable Claim referred
to in the aforesaid Director Indemnification Agreement. 
 3. The Expenses for which payment is requested are, in general, all expenses
related to 
  
  

 
  

                          
                                         
                                         
                                         
                                         
                      . 

4. Part Ai 

I hereby undertake to (a) repay all amounts paid pursuant hereto if it is proved by clear and convincing evidence in a court of competent
jurisdiction that my action or failure to act which is the subject of the matter described herein involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best
interests of the Company and (b) reasonably cooperate with the Company concerning the action, suit, proceeding or claim. 
  

	
	  

	[INDEMNITEE NAME]


 5. Part B 

I hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by the
Company under the aforesaid Director Indemnification Agreement or otherwise. 







 
	
	  

	[Signature of Indemnitee]


 Subscribed and sworn to before me, a Notary Public in and for said County and State, this
    day of         , 2    . 
 [Seal] 

My commission expires the     day of         , 2    . 

 
  

	i 	The Indemnitee will not be eligible to execute Part A of this Undertaking if, at the time of the Indemnitee’s act or omission at issue, the Articles or the Regulations of the Company prohibit such advances by
specific reference to the Ohio Revised Code (the “ORC”) Section 1701.13(E)(5)(a), or if the only liability asserted against the Indemnitee is in an action, suit, or proceeding on the Company’s behalf pursuant to ORC
Section 1701.95. In the event that the Indemnitee is eligible to and does execute both Part A and Part B hereof, the costs, charges, and expenses which are paid by the Company pursuant hereto will be required to be repaid by the Indemnitee only
if the Indemnitee is required to do so under the terms of both Part A and Part B. 


  
 17