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EXHIBIT 10(o)
2923F
AMENDED AND RESTATED TRUST AGREEMENT NO. 2
This Amended and Restated Trust Agreement No. 2 ("Trust Agreement
No. 2") is made on this 9th day of March, 1992, by and between Cleveland-Cliffs
Inc, an Ohio corporation ("Cleveland-Cliffs"), and Ameritrust Company National
Association, a national banking association, as trustee (the "Trustee").
WITNESSETH:
WHEREAS, under the provisions of certain agreements between each
of the executives of Cleveland-Cliffs (the "Executives") listed (from time to
time as provided in Section 9(c) hereof) on Exhibit A hereto and
Cleveland-Cliffs (the "Executive Agreements"), as each of the same may
hereafter be amended or restated, or any successor thereto, the Executives may
become entitled to certain compensation, pension and other benefits;
WHEREAS, under the provisions of the Severance Pay Plan for Key
Employees of Cleveland-Cliffs Inc (the "Severance Plan"), effective February 1,
1992, as the same may be supplemented, amended, or restated, or any successor
thereto, certain key employees (the "Key Employees") also listed (from time to
time provided in Section 9(c) hereof) on Exhibit A hereto, may become entitled
to compensation, pension and other benefits;
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WHEREAS, under the provisions of the Cleveland-Cliffs Inc
Retention Plan for Salaried Employees (the "Retention Plan"), adopted January
14, 1992, as the same may be supplemented, amended, or restated, or any
successor thereto, certain salaried employees identified therein (the "Covered
Employees") may become entitled to compensation and other benefits;
WHEREAS, in addition to the compensation, pension and other
benefits provided by the Executive Agreements, the Severance Plan and the
Retention Plan, in order to ensure that the obligations of Cleveland-Cliffs
under the Executive Agreements, the Severance Plan and the Retention Plan can
be enforced by the Executives, the Key Employees, and the Covered Employees,
respectively, (referred to herein singularly as an "Indemnitee" and
collectively as the "Indemnitees") in the event of a "Change of Control" (as
defined herein), the Executive Agreements, the Severance Plan and the Retention
Plan all provide that Cleveland-Cliffs will establish a trust to fund
reasonable attorneys' and related fees and expenses associated with a lawsuit,
action or other proceeding brought by or on behalf of an Indemnitee to enforce
provisions of an Executive Agreement (referred to collectively herein as
"Expenses");
WHEREAS, the Executive Agreements, the Severance Plan and the
Retention Plan all provide that the foregoing trust arrangement will be
considered a part of the Executive Agreements, the Severance Plan and the
Retention Plan, and will
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set forth the terms and conditions relating to the payment of Expenses;
WHEREAS, Cleveland-Cliffs and the Trustee entered into a trust
agreement ("Trust Agreement No. 2"), dated October 28, 1987, to provide for the
payment of reasonable attorneys' and related fees and expenses incurred by
certain Executives in the enforcement of their rights under agreements between
such executives and Cleveland-Cliffs in effect at that time;
WHEREAS, Trust Agreement No. 2 was amended by a First Amendment
to Trust Agreement No. 2, dated April 9, 1991; and
WHEREAS, Cleveland-Cliffs desires to amend and restate this Trust
Agreement No. 2 heretofore entered into and has transferred or will transfer
to the trust (the "Trust") established by this Trust Agreement No. 2 assets
which shall be held therein until paid to Indemnitees with respect to Expenses
in such manner and at such times as specified herein.
NOW, THEREFORE, the parties amend and restate the Trust Agreement
No. 2 and agree that the Trust shall be comprised, held and disposed of as
follows:
1. TRUST FUND. (a) Cleveland-Cliffs hereby deposits
with the Trustee in trust Ten Dollars ($10.00), which shall become the
principal of this Trust, to be held, administered and disposed of by the
Trustee as herein provided.
(b) The Trust hereby established shall be revocable by
Cleveland-Cliffs at any time prior to the date on which occurs a "Change of
Control," as that term is defined in this Section 1(b); on or after such date,
this Trust shall be
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irrevocable Cleveland-Cliffs shall notify the Trustee promptly in the event
that a Change of control has occurred. The term "Change of Control" shall mean
the occurrence of any of the following events:
(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
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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 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.
(c) The principal of the Trust and any earnings thereon shall
be held in trust separate and apart from other funds of Cleveland-Cliffs
exclusively for the uses and purposes herein set forth. No Indemnitee shall
have any preferred claim on, or any beneficial ownership interest in, any
assets of the Trust prior to the time that such assets are paid to an
Indemnitee as Expenses as provided herein.
(d) Any Company (as defined in paragraph (e) below) may at any
time or from time to time make additional deposits of cash or other property in
the Trust to augment the principal to be held, administered and disposed of by
the Trustee as
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herein provided, but no payments of all or any portion of the principal of the
Trust or earnings thereon shall be made to Cleveland-Cliffs or any other person
or entity on behalf of Cleveland-Cliffs except as herein expressly provided.
(e) The term "Company" as used herein shall mean
Cleveland-Cliffs, any wholly owned subsidiary or any partnership or joint
venture in which Cleveland-Cliffs and/or any wholly-owned subsidiary is a
partner or venturer and Empire Iron Mining Partnership, or any entity that is a
successor to Cleveland-Cliffs in ownership of substantially all of its assets.
(f) This Trust Agreement No. 2 shall be construed as a part of
the Executive Agreements, the Severance Plan and the Retention Plan.
(g) This Trust is intended to be a grantor trust, within the
meaning of Section 671 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any successor provision thereto, and shall be construed
accordingly. The Trust is not designed to qualify under Section 401(a) of the
Code or to be subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
2. PAYMENTS TO INDEMNITEES. (a) The Trustee shall
promptly pay Expenses to the Indemnitees from the assets of the Trust in
accordance with Section 13 of the Executive Agreements, Section 12 of the
Severance Plan, Article IX of the Retention Plan and this Section 2, provided
that (i) this Trust Agreement No. 2 has not been terminated pursuant to Section
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hereof; (ii) the Trust has become irrevocable; (iii) with respect to the first
demand for payment of Expenses hereunder received by the Trustee, the Trustee
shall immediately give appropriate notice thereof to all Indemnitees, and shall
make no payment of Expenses until the 21st day after such notice has been
given; and (iv) the requirements of Section 2(c) and 2(d) hereof have been
satisfied. The Trustee shall promptly inform the Company as to amounts paid to
any Indemnitee pursuant to this Section.
(b) It is the intention of Cleveland-Cliffs that during the
21-day period prescribed by Section 2(a)(iii) hereof, the Indemnitees will make
reasonable efforts to consult with each other and to take into account the
interests of all Indemnitees in deciding on how best to proceed to enforce the
provisions of the Executive Agreements, the Severance Plan, and/or the
Retention Plan such that the assets of the Trust are utilized most effectively;
provided, however, that this Section 2(b) is to be construed as precatory in
nature, and in the absence of any other agreement or arrangement, this Trust
Agreement No. 2 (without regard to this Section 2(b)) shall apply to the
payment of Expenses.
(c) A demand for payment by an Indemnitee hereunder must be
made within two months of the date on which the Indemnitee receives a ▇▇▇▇,
invoice or other statement setting forth the Expenses that have been incurred.
In order to demand payment hereunder, the Indemnitee must deliver to the
Trustee (i) a certificate signed by or on behalf of such Indemnitee,
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certifying to the Trustee that the Company is in default in paying the
Indemnitee a specified amount which the Indemnitee states to be owed under an
Executive Agreement, the Severance Plan or the Retention Plan, and (ii) a
notice in writing and in reasonable detail of the Expenses that are to be paid
hereunder.
(d) To the extent payments hereunder may be made only from
funds held in the form of a deposit or obligation, such payments may be
postponed until such deposit or obligation shall have matured. Payments shall
be made to the Indemnitee in the full amount noticed until the Trust is
depleted; provided that if on the date such amount is to be paid from the Trust
other amounts have been claimed but not yet paid to the same or other
Indemnitees and the aggregate amount so claimed exceeds the amount available in
the Trust, the Trustee shall only pay that portion of the amount then payable
to each such Indemnitee determined by multiplying such amount by a fraction,
the numerator of which is the amount then in the Trust and the denominator of
which is the aggregate amount noticed by the Indemnitees to be owed but not yet
paid to that date.
3. RIGHTS OF INDEMNITEES. (a) Nothing in this Trust
Agreement No. 2 shall in any way diminish any rights of any Indemnitee to
pursue his rights as a general creditor of the Company with respect to Expenses
or otherwise, and (b) the rights of the Indemnitees under the Executive
Agreements, Severance Plan or Retention Plan shall in no way be affected or
diminished by any provision of this Trust Agreement No. 2 or action taken
pursuant to this Trust Agreement No. 2, it being
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the intent of Cleveland-Cliffs that rights of the Indemnitees be security for
obligations of the Company under the Executive Agreements, Severance Plan or
Retention Plan, except that any payment actually received by any Indemnitee
hereunder shall reduce dollar-per-dollar amounts otherwise due to such
Indemnitee pursuant to Section 13 of the Executive Agreements, Section 12 of
the Severance Plan, or Article IX of the Retention Plan, as applicable.
4. PAYMENTS TO CLEVELAND-CLIFFS. Except to the extent
expressly contemplated by Section 1(b), Cleveland-Cliffs shall have no right or
power to direct the Trustee to return any of the Trust assets to
Cleveland-Cliffs before all payments of Expenses have been made to all
Indemnitees as herein provided.
5. INVESTMENT OF TRUST FUND. The Trustee shall invest the
principal of the Trust including any income accumulated and added to principal
in (a) interest-bearing deposit accounts or certificates of deposit (including
any such accounts or certificates issued or offered by the Trustee or any
successor or affiliated corporation but excluding obligations of the Company),
(b) direct obligations of the United States of America, or obligations the
payment of which is guaranteed, as to both principal and interest, by the
government or an agency of the government of the United States of America, or
(c) one or more mutual funds or comingled funds, whether or not maintained by
the Trustee, substantially all of the assets of which is invested in
obligations the income from
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which is not subject to taxation; provided, however, that no such investment
may mature more than 90 days after the date of purchase. Nothing in this Trust
Agreement No. 2 shall preclude the comingling of Trust assets for investment.
The Trustee shall not be required to invest nominal amounts.
6. INCOME OF THE TRUST. During the continuance of this Trust
all net income of the Trust shall be retained in the Trust.
7. ACCOUNTING BY TRUSTEE. The Trustee shall keep
records in reasonable detail of all investments, receipts, disbursements and
all other transactions required to be done, including such specific records as
shall be agreed upon in writing by Cleveland-Cliffs and the Trustee All such
accounts, books and records shall be open to inspection and audit at all
reasonable times by Cleveland-Cliffs, by any Indemnitee or by any agent or
representative of any of the foregoing. Within 60 calendar days following the
end of each calendar year and within 60 calendar days after the removal or
resignation of the Trustee, the Trustee shall deliver to Cleveland-Cliffs and,
if such year end, removal or resignation occurs on or after the date on which a
Change of Control has occurred, to each Indemnitee a written account of its
administration of the Trust during such year or during the period from the end
of the last preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions affected
by it, including a description of all securities and investments
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purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities, rights and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may be.
The Trustee shall furnish to Cleveland-Cliffs on a quarterly basis (or as
Cleveland-Cliffs shall direct from time to time) and in a timely manner such
information regarding the Trust as Cleveland-Cliffs shall require for purposes
of preparing its statements of financial condition. Unless Cleveland-Cliffs or
any Indemnitee shall have filed with the Trustee written exception or objection
to any such statement and account within 90 days after receipt thereof,
Cleveland-Cliffs or the Indemnitee shall be deemed to have approved such
statement and account, and in such case the Trustee shall be forever released
and discharged with respect to all matters and things reported in such
statement and account as though it had been settled by a decree of a court of
competent jurisdiction in an action or proceeding to which Cleveland-Cliffs and
the Indemnitees were parties.
8. RESPONSIBILITY OF TRUSTEE. (a) The Trustee shall act
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent corporate trustee, acting in like capacity and
familiar with such matters, would use in the conduct of an enterprise of a like
character and with like aims; provided, however, that the Trustee shall incur
no liability to any person for any action taken pursuant to a
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direction, request or approval which is contemplated by and in conformity and
compliance with the terms of this Trust Agreement No. 2, the Executive
Agreements, the Severance Plan and the Retention Plan, and is given in writing
by Cleveland-Cliffs or by an Indemnitee with respect to his beneficial interest
herein; and provided, further, that the Trustee shall have no duty to seek
additional deposits of principal from Cleveland-Cliffs, and the Trustee shall
not be responsible for the adequacy of this Trust.
(b) The Trustee shall not be required to undertake or to
defend any litigation arising in connection with this Trust Agreement No. 2
unless it be first indemnified by Cleveland-Cliffs against its prospective
costs, expenses, and liabilities (including without limitation attorneys' fees
and expenses) relating thereto, and Cleveland-Cliffs hereby agrees to indemnify
the Trustee and to be primarily liable for such costs, expenses and
liabilities.
(c) The Trustee may consult with legal counsel (which, after a
Change of Control, shall be independent with respect to the Company) with
respect to any of its duties or obligations hereunder, and shall be fully
protected in acting or refraining from acting in accordance with the advice of
such counsel.
(d) The Trustee may rely and shall be protected in acting or
refraining from acting within the authority granted by the terms of this Trust
Agreement No. 2 upon any written notice, instruction or request furnished to it
hereunder and
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believed by it to be genuine and to have been signed or presented by the proper
party or parties, including, without limiting the scope of this Section 8(d),
(i) the notice of a Change of Control required by Section 1(b) hereof, and (ii)
the certification and notice required by Section 2(c) hereof.
(e) The Trustee may hire agents, accountants and financial
consultants, who may be agent, accountant, or financial consultant, as the case
may be, for the Company, and shall not be answerable for the conduct of same if
appointed with due care.
(f) The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law unless expressly provided otherwise
herein.
(g) The Trustee is empowered to take all actions necessary or
advisable in order to collect any benefits or payment of which the Trustee is
the designated beneficiary.
9. AMENDMENTS, ETC. TO EXECUTIVE AGREEMENTS, THE SEVERANCE
PLAN AND THE RETENTION PLAN; COOPERATION OF CLEVELAND-CLIFFS. (a)
Cleveland-Cliffs has previously furnished the Trustee a complete and correct
copy of each Executive Agreement, the Severance Plan and the Retention Plan.
Any Indemnitee may, and Cleveland-Cliffs shall, provide the Trustee with true
and correct copies of any amendment, restatement or successor to any Executive
Agreement, the Severance Plan and the Retention Plan, whereupon such amendment,
restatement or successor shall be incorporated herein by reference, provided
that such amendment, restatement
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or successor shall not affect the Trustee's duties and responsibilities
hereunder without the consent of the Trustee.
(b) Cleveland-Cliffs shall provide the Trustee with all information
requested by the Trustee for purposes of determining payments to the
Indemnitees as provided in Section 2. Upon the failure of Cleveland-Cliffs or
any Indemnitee to provide any such information requested by the Trustee for
purposes of determining payments to the Indemnitees as provided in Section 2,
the Trustee shall, to the extent necessary in the sole judgment of the Trustee,
(i) compute the amount payable hereunder to any Indemnitee; and (ii) notify
Cleveland-Cliffs and the Indemnitee in writing of its computations. Thereafter
this Trust Agreement No. 2 shall be construed as to the Trustee's duties and
obligation hereunder in accordance with such Trustee determinations without
further action; provided, however, that no such determinations shall in any way
diminish the rights of the Indemnitees hereunder or under the Executive
Agreements, Severance Plan or Retention Plan, and provided, further, that no
such determination shall be deemed to modify this Trust Agreement No. 2 or any
Executive Agreement, the Severance Plan, or the Retention Plan.
(c) At such times as may in the judgment of Cleveland-Cliffs
be appropriate, Cleveland-Cliffs shall furnish to the Trustee any amendment to
Exhibit A for the purpose of the addition of Indemnitees to Exhibit A (or the
deletion of Indemnitees from Exhibit A who are not currently and shall not in
the future be entitled to Expenses); provided, however, that
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no such amendment shall be made after the date of a Change of Control, other
than to designate a different address pursuant to Section 14 hereof.
10. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee
shall be entitled to receive such reasonable compensation for its services as
shall be agreed upon by Cleveland-Cliffs and the Trustee. The Trustee shall
also be entitled to reimbursement of its reasonable expenses incurred with
respect to the administration of the Trust including fees and expenses incurred
pursuant to Sections 8(c) and 8(e) hereof. Such compensation and expenses
shall in all events be payable either directly by Cleveland-Cliffs or, in the
event that Cleveland-Cliffs shall refuse, from the assets of the Trust. The
Trust shall have a claim against Cleveland-Cliffs for any such compensation or
expenses so paid.
11. REPLACEMENT OF THE TRUSTEE. (a) The Trustee may
resign after providing not less than 90 days' notice to Cleveland-Cliffs and,
on or after the date on which a Change of Control has occurred, to the
Indemnitees. Prior to the date on which a Change of Control has occurred, the
Trustee may be removed at any time by Cleveland-Cliffs. On or after such date,
such removal shall also require the agreement of a majority of the Indemnitees
Prior to the date on which a Change of Control has occurred, a replacement or
successor trustee shall be appointed by Cleveland-Cliffs. On or after such
date, such appointment shall also require the agreement of a majority of the
Indemnitees. No such removal or resignation
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shall become effective until the acceptance of the trust by a successor trustee
designated in accordance with this Section 11. If the Trustee should resign,
and within 45 days of the notice of such resignation Cleveland-Cliffs and a
majority of the Indemnitees (if required) shall not have notified the Trustee
of an agreement as to a replacement trustee, the Trustee shall appoint a
successor trustee, which shall be a bank or trust company, wherever located,
having a capital and surplus of at least $500,000,000 in the aggregate.
Notwithstanding the foregoing, a new trustee shall be independent and not
subject to control of either Cleveland-Cliffs or the Indemnitees. Upon the
acceptance of the trust by a successor trustee, the Trustee shall release all
of the monies and other property in the Trust to its successor, who shall
thereafter for all purposes of this Trust Agreement No. 2 be considered to be
the "Trustee."
(b) For purposes of the removal or appointment of a trustee
under this Section 11, if any Indemnitee shall be deceased or adjudged
incompetent, such Indemnitee's personal representative (including his or her
guardian, executor or administrator) shall participate in such Indemnitee's
stead.
12. AMENDMENT OR TERMINATION. (a) This Trust Agreement
No. 2 may be amended at any time and to any extent by a written instrument
executed by the Trustee, Cleveland-Cliffs and, on or after the date on which a
Change of Control has occurred, a majority of the Indemnitees, except to make
the Trust revocable after it has become irrevocable in accordance
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with Section 1(b) hereof, or to alter Section 12(b) hereof, except that
amendments contemplated by Section 9 hereof shall be made as therein provided.
(b) The Trust shall terminate upon the earliest of (i) the
tenth anniversary of the date on which a Change of Control has occurred; (ii)
the third anniversary of the date on which a Change of Control has occurred,
provided that the Trustee has received no demand for payment of Expenses prior
to such anniversary; (iii) such time as the Trust no longer contains any
assets; (iv) such time as the Trustee shall have received consents from all
Indemnitees to the termination of this Trust Agreement No. 2; or (v) there is
no longer any living Indemnitee under this Trust Agreement No. 2 and there is
no pending demand by the estate of any Indemnitee against the Trust.
(c) Upon termination of the Trust as provided in Section 12(b)
hereof, any assets remaining in the Trust shall be returned to Cleveland-Cliffs
unless a determination is made by legal counsel experienced in such matters
that the assets of the Trust may not be returned to Cleveland-Cliffs without
violating Section 403(d)(2) of ERISA, or any successor provision thereto. If
such a determination is made, any assets remaining in the Trust, after
satisfaction of liabilities hereunder, pursuant to the written direction of
Cleveland-Cliffs, shall be (i) distributed to any welfare benefit plan (within
the meaning of ERISA) maintained by Cleveland-Cliffs at the time of
distribution so established at
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such time in order to receive such assets from this Trust, or (ii) otherwise
applied to provide benefits which may be provided by a welfare benefit plan
(within the meaning of ERISA), directly or through the purchase of insurance.
13. SEVERABILITY, ALIENATION, ETC. (a) Any provision
of this Trust Agreement No. 2 prohibited by law shall be ineffective to the
extent of any such prohibition without invalidating the remaining provisions
hereof.
(b) To the extent permitted by law, benefits to Indemnitees
under this Trust Agreement No. 2 may not be anticipated (except as herein
expressly provided), assigned (either at law or in equity), alienated or
subject to attachment, garnishment, levy, execution or other legal or equitable
process. No benefit actually paid to any Indemnitee by the Trustee shall be
subject to any claim for repayment by the Company or Trustee, except in the
event of (i) a false claim, or (ii) a payment is made to an incorrect
Indemnitee.
(c) This Trust Agreement No. 2 shall be governed by and
construed in accordance with the laws of the State of Ohio, without giving
effect to the principles of conflict of laws thereof.
(d) This Trust Agreement No. 2 may be executed in two or more
counterparts, each of which shall be considered an original agreement. This
Trust Agreement No. 2 shall become effective immediately upon the execution by
Cleveland-Cliffs of at least one counterpart, it being understood that all
parties need not sign the same counterpart, but shall not bind any
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Trustee until such Trustee has executed at least one counterpart.
14. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when received:
IF TO THE TRUSTEE, TO:
Ameritrust Company National Association
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Trust Department
Employee Benefit Administration
IF TO CLEVELAND-CLIFFS, TO:
Cleveland-Cliffs Inc
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
IF TO AN INDEMNITEE, TO:
His or her last address shown on the records of the Company
provided, however, that if any party or his or its successor shall have
designated a different address by notice to the other parties, then to the last
address so designated.
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IN WITNESS WHEREOF, each of Cleveland-Cliffs and the Trustee have
caused counterparts of this Amended and Restated Trust Agreement No. 2 to be
executed on their behalf on March 9, 1992, each of which shall be an
original agreement.
CLEVELAND-CLIFFS INC
By: ▇. ▇. ▇▇▇▇▇
-----------
Its: Vice President
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AMERITRUST COMPANY NATIONAL
ASSOCIATION, as Trustee
By: J. R. ▇▇▇▇▇▇▇
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Its: Vice President
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Exhibit A
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Executives
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Name Title
---- -----
M. T. ▇▇▇▇▇ Chairman and Chief Executive
Officer
▇. ▇. ▇▇▇▇▇▇ Senior Executive Vice
President
▇. ▇. ▇▇▇▇▇▇▇▇ Executive Vice President-
Operations
▇. ▇. ▇▇▇▇▇▇ Executive Vice President-
Finance
Key Employees
-------------
Name Title
---- -----
▇. ▇. ▇▇▇▇▇▇▇ Senior Vice President-
Operations
▇. ▇. ▇'▇▇▇▇ Senior Vice President-
Technical
A. S. West Senior Vice President-Sales
▇. ▇. ▇▇▇▇▇▇▇▇ ▇▇ Vice President
▇. ▇▇▇▇▇ Vice President and Treasurer
F. L. ▇▇▇▇▇▇▇ Vice President and Corporate
Counsel
▇. ▇. ▇▇▇▇▇▇ Vice President-Public Affairs
▇. ▇. ▇▇▇▇▇ Vice President-Corporate
Development
▇. ▇. ▇▇▇▇▇ Vice President-Human Resources
▇. ▇. ▇▇▇▇▇▇▇▇▇ Vice President and Controller
M. E. ▇▇▇▇▇▇▇ Secretary
▇. ▇. ▇▇▇▇▇▇▇▇ General Manager-▇▇▇▇▇▇
Magnetite Partnership
▇. ▇. ▇▇▇▇▇ General Manager-Empire Iron
Mining Partnership
▇. ▇. ▇▇▇▇▇▇▇▇▇▇ General Manager-Wabush Mine
▇. ▇. ▇▇▇▇▇▇▇▇ General Manager-Hibbing
Taconite Company
▇. ▇. ▇▇▇ ▇▇▇▇▇▇ General Manager-LTV Steel
Mining Company
3448F
