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Exhibit 10 (n)
TRUST AGREEMENT NO. 1
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Amendments to Exhibits Effective January 1, 2000
This Amendment to Exhibits to Trust Agreement No. 1 is made as of
January 1, 2000 by and between Cleveland-Cliffs Inc, an Ohio corporation
("Cleveland-Cliffs"), and Key Trust Company of Ohio, N.A., a national banking
association, as Trustee (the "Trustee").
W I T N E S S E T H:
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WHEREAS, on June 12, 1997 Cleveland-Cliffs and the Trustee entered into
an Amended and Restated Trust Agreement No. 1;
WHEREAS, Section 12 of the Trust Agreement No. 1 provides that such
Trust Agreement may be amended by Cleveland-Cliffs and the Trustee; and
WHEREAS, Section 9(c) of the Trust Agreement No. 1 provides that
Exhibit A thereto may be amended by Cleveland-Cliffs by furnishing to the
Trustee an amendment thereto.
NOW, THEREFORE, the parties amend Exhibit B to the Trust Agreement No.
1, and Cleveland-Cliffs furnishes the following Amendment to Exhibit A to Trust
Agreement No. 1 as follows:
1. Exhibit A is amended to read as attached hereto.
2. Exhibit B is amended to read as attached hereto.
IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
counterparts of this Amendment to be executed on their behalf on February,
15, each of which shall be an original Amendment.
CLEVELAND-CLIFFS INC
By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President - Human Resources
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KEY TRUST COMPANY OF OHIO, N.A.,
as Trustee
By: /s/ Xxxxxx Xxxxx
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Its: Vice President
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By: /s/ Xxxxxxxx Xxxxxxxx
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Title: Assistant Vice President
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Exhibit A
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Xxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. X'Xxxx
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx, Xx.
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EXHIBIT B
"Change of Control" means the occurrence of any of the following
events:
1. 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 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
Cleveland-Cliffs; provided, however, that for purposes of this Section
1(d)(i), the following acquisitions shall not constitute a Change in
Control: (A) any issuance of Voting Stock of Cleveland-Cliffs directly
from Cleveland-Cliffs that is approved by the Incumbent Board (as
defined in Section 1(d)(ii), below), (B) any acquisition by
Cleveland-Cliffs of Voting Stock of Cleveland-Cliffs, (C) any
acquisition of Voting Stock of Cleveland-Cliffs by any employee benefit
plan (or related trust) sponsored or maintained by Cleveland-Cliffs or
any Subsidiary, or (D) any acquisition of Voting Stock of
Cleveland-Cliffs by any Person pursuant to a Business Combination that
complies with clauses (A), (B) and (C) of Section 1(d)(iii), below; or
2. individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a Director subsequent to the date hereof whose
election, or nomination for election by Cleveland-Cliffs's
shareholders, was approved by a vote of at least a majority of the
Directors then comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of Cleveland-Cliffs in which
such person is named as a nominee for director, without objection to
such nomination) shall be deemed to have been a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest (within the meaning of Rule 14a-11 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; or
3. consummation of a reorganization, merger or
consolidation involving Cleveland-Cliffs, a sale or other disposition
of all or substantially all of the assets of Cleveland-Cliffs, or any
other transaction involving Cleveland-Cliffs (each, a "Business
Combination"), unless, in each case, immediately following such
Business Combination, (A) all or substantially all of the individuals
and entities who were the beneficial owners of Voting Stock of
Cleveland-Cliffs immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 55% of the combined
voting power of the then outstanding shares of Voting Stock of the
entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns
Cleveland-Cliffs or all or substantially all of Cleveland-Cliffs's
assets either directly or through one or more subsidiaries) in
substantially the same proportions relative to each other as their
ownership, immediately prior to such Business Combination, of the
Voting Stock of Cleveland-Cliffs, (B) no Person (other than
Cleveland-Cliffs, such entity resulting from such Business Combination,
or any employee benefit plan (or related trust)
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sponsored or maintained by Cleveland-Cliffs, 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 members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board
providing for such Business Combination; or
4. approval by the shareholders of Cleveland-Cliffs
of a complete liquidation or dissolution of Cleveland-Cliffs, except
pursuant to a Business Combination that complies with clauses (A), (B)
and (C) of Section 1(d)(iii).
