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EXHIBIT 10(ll)
FIRST AMENDMENT TO TRUST AGREEMENT NO. 8
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This First Amendment to Trust Agreement No. 8 is made on this 9th
day of March, 1992, by and between Cleveland-Cllffs Inc, an Ohio corporation
("Cleveland-Cliffs") and Ameritrust Company National Association, a national
banking association, as trustee (the "Trustee");
WITNESSETH:
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WHEREAS, on April 9, 1991, Cleveland-Cliffs and the Trustee
entered into a trust agreement ("Trust Agreement No. 8") for the purpose of
providing benefits under the Cleveland-Cliffs Inc Retirement Plan for
Non-Employee Directors (Effective June 1, 1984 and amended and restated
effective January 1, 1988) to retired non-employee directors of
Cleveland-Cliffs; and
WHEREAS, Cleveland-Cliffs has reserved the right, with the
Trustee, pursuant to Section 12 of Trust Agreement No. 8, to amend Trust
Agreement No. 8 without the consent of any Trust Beneficiaries, as defined in
Trust Agreement No. 8.
NOW, THEREFORE, Cleveland-Cliffs and the Trustee hereby agree
that Trust Agreement No. 8 shall be amended as follows:
1. The second sentence of Section 1(b) of Trust Agreement No. 8
is hereby amended to read as follows:
"The term "Change of Control" shall mean the occurrence of any of
the following events:
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(i) Cleveland-Cliffs shall merge into itself, or be
merged or consolidated with, another corporation and as a result of such
merger or consolidation less than 70% of the outstanding voting
securities of the surviving or resulting corporation shall be owned in
the aggregate by the former shareholders of Cleveland-Cliffs as the same
shall have existed immediately prior to such merger or consolidation;
(ii) Cleveland-Cliffs shall sell or transfer to one or
more persons, corporations or entities, in a single transaction or a
series of related transactions, more than one-half of the assets
accounted for on the Statement of Consolidated Financial Position of
Cleveland-Cliffs as "properties" or "investments in associated
companies" (or such replacements for these accounts as may be adopted
from time to time) unless by an affirmative vote of two-thirds of the
members of the Board of Directors, the transaction or transactions are
exempted from the operation of this provision based on a good faith
finding that the transaction or transactions are not within the intended
scope of this definition for purposes of this instrument;
(iii) a person within the meaning of Section 3(a)(9) or of
Section 13(d)(3) (as in effect on the date hereof) of the Securities
Exchange Act of 1934, shall become the beneficial owner (as defined in
Rule 13d-3 of the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934) of 30% or more of the
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outstanding voting securities of Cleveland-Cliffs (whether directly or
indirectly); or
(iv) during any period of three consecutive years,
including, without limitation, the year 1991, individuals who at the
beginning of any such period constitute the Board of Directors of
Cleveland-Cliffs cease, for any reason, to constitute at least a
majority thereof, unless the election, or the nomination for election by
the shareholders of Cleveland-Cliffs, of each Director first elected
during any such period was approved by a vote of at least one-third of
the Directors of Cleveland-Cliffs who are Directors of Cleveland-Cliffs
on the date of the beginning of any such period."
IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
counterparts of this First Amendment to Trust Agreement No. 8 to be executed on
March 9, 1992.
CLEVELAND-CLIFFS INC
By: /s/ X. X. Xxxxx
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Its:
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AMERITRUST COMPANY NATIONAL
ASSOCIATION
By: /s/ J. R. Xxxxxxx
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Its: Vice President
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