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EXHIBIT 10(ff)
FIRST AMENDMENT TO TRUST AGREEMENT NO. 7
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This First Amendment to Trust Agreement No. 7 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:
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WHEREAS, on April 9, 1991, Cleveland-Cliffs and the Trustee
entered into a trust agreement ("Trust Agreement No. 7") for the purpose of
providing benefits under the Cleveland-Cliffs Inc Supplemental Retirement
Benefit Plan, as Amended and Restated (Effective January 1, 1991), to certain
employees of Cleveland-Cliffs and its subsidiary corporations and affiliates;
and
WHEREAS, Cleveland-Cliffs has reserved the right, with the
Trustee, pursuant to Section 12 of Trust Agreement No. 7, to amend Trust
Agreement No. 7 without the consent of any Trust Beneficiaries, as defined in
Trust Agreement No. 7.
NOW, THEREFORE, Cleveland-Cliffs and the Trustee hereby agree
that Trust Agreement No. 7 shall be amended as follows:
1. The second sentence of Section l(b) of Trust Agreement No.
7 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 a as 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. 7 to be executed on
March 9, 1992.
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CLEVELAND-CLIFFS INC
By: X. X. Xxxxx
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Its: Vice President
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AMERITRUST COMPANY NATIONAL
ASSOCIATION
By: J. R. Xxxxxxx
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Its: Vice President
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