Exhibit (jj)
FOURTH AMENDMENT
TO
TRUST AGREEMENT NO. 7
WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into Trust Agreement No. 7 (the
"Agreement") effective April 9, 1991, which Agreement was amended on three
previous occasions; and
WHEREAS, Key Trust Company of Ohio, N.A. (the "Trustee") is the
successor in interest to Society National Bank, which was the successor in
interest to AmeriTrust Company National Association; and
WHEREAS, Cleveland-Cliffs and the Trustee desire to amend certain
Exhibits to the Agreement;
NOW, THEREFORE, effective July 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement by revising EXHIBIT A and EXHIBIT B thereto,
which EXHIBITS A and B are attached hereto and made a part hereof, to provide
as hereinafter set forth in such attached EXHIBITS A and B.
* * *
IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have executed this Fourth
Amendment at Cleveland, Ohio this 15 day of July, 1997.
CLEVELAND-CLIFFS INC
By /s/ X. X. Xxxxx
-------------------------------------
Title: Vice President-Human Resources
KEY TRUST COMPANY OF OHIO, N.A.
By /s/ Xxxxxx Xxxxx
-------------------------------------
Title: Vice President
By /s/ X.X. Xxxxxxx
-------------------------------------
Title: VP
EXHIBIT A
---------
All Senior Officers and Other Full-Time
Salaried Employees Grade EX-28 and Above/
Eligible Participants in SERP
Name Title
---------- --------------------------------------------
M. T. Xxxxx Chairman and Chief Executive Officer
X. X. Xxxxxx Executive Vice President-Finance and Planning
X. X. Xxxxxx Executive Vice President-Commercial
X. X. X'Xxxx Executive Vice President-Operations
X. X. Xxxxxxx Senior Vice President-International Development
A. S. West Senior Vice President - Sales
F. L. Xxxxxxx Vice President and General Counsel
X. X. Xxxxx Vice President-Human Resources
X. X. Xxxxxxxxx Vice President-Operations Services
X. X. Xxxxx Vice President and Treasurer
X. Xxxxx Vice President and Controller
X. X. Xxxxxxxx Vice President-Reduced Iron
X. X. Xxxxxxx Secretary and Assistant General Counsel
X. X. Xxxxxxxx General Manager-Northshore Mine
X. X. Xxxxxx General Manager-Hibbing Taconite
X. Xxxxx General Manager-Wabush Mines
X. X. Xxxxxx General Manager-Xxxxxx Mine
X. X. Xxxxxxxx General Manager-Empire Mine
X. X. Xxxxx General Manager-LTV Steel Mining Company
X. X. xxx Xxxxxx General Manager-Cliffs Reduced Iron Corp.
6-30-97
Exhibit B
CLEVELAND-CLIFFS INC
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)
---------------------------------------------------
TABLE OF CONTENTS
-----------------
Page
----
1. DEFINITIONS............................................................ 1
-----------
2. DETERMINATION OF THE SUPPLEMENTAL PENSION PLAN BENEFIT................. 3
------------------------------------------------------
3. PAYMENT OF THE SUPPLEMENTAL PENSION PLAN BENEFIT....................... 4
------------------------------------------------
4. FORFEITABILITY......................................................... 6
--------------
5. GENERAL................................................................ 6
-------
6. ADOPTION OF SUPPLEMENTAL RETIREMENT BENEFIT PLAN....................... 8
------------------------------------------------
7. MISCELLANEOUS.......................................................... 8
-------------
8. AMENDMENT AND TERMINATION............................................... 9
-------------------------
9. EFFECTIVE DATE......................................................... 10
--------------
CLEVELAND-CLIFFS INC
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997)
---------------------------------------------------
WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and its
subsidiary corporations and affiliates have established, or may hereafter
establish, one or more qualified retirement plans;
WHEREAS, the qualified retirement plans, pursuant to Sections
401(a) and 415 of the Internal Revenue Code of 1986, as amended, place certain
limitations on the amount of contributions that would otherwise be made
thereunder for certain participants;
WHEREAS, Cleveland-Cliffs now desires to provide for the
contributions which would otherwise have been made for such participants under
certain of its qualified retirement plans except for such limitations, in
consideration of services performed and to be performed by each such participant
for Cleveland-Cliffs and its subsidiaries and affiliates; and
WHEREAS, Cleveland-Cliffs has entered into, and
Cleveland-Cliffs and its subsidiary corporations and affiliates may in the
future enter into, agreements with certain executives providing for additional
service credit and/or other features for purposes of computing retirement
benefits, in consideration of services performed and to be performed by such
executives for Cleveland-Cliffs and its subsidiaries and affiliates.
NOW, THEREFORE, Cleveland-Cliffs hereby amends and restates
and publishes the Supplemental Retirement Benefit Plan heretofore established by
it, which shall contain the following terms and conditions:
1. DEFINITIONS. A. The following words and phrases when
used in this Plan with initial capital letters shall have the following
respective meanings, unless the context clearly indicates otherwise. The
masculine whenever used in this Plan shall include the feminine.
B. "AFFILIATE" shall mean any partnership or joint venture
of which any member of the Controlled Group is a partner or venturer and which
shall adopt this Plan pursuant to paragraph 6.
C. "BENEFICIARY" shall mean such person or persons (natural or
otherwise) as may be designated by the Participant as his Beneficiary under this
Plan. Such a designation may be made, and may be revoked or changed (without the
consent of any previously designated Beneficiary), only by an instrument (in
form acceptable to Cleveland-Cliffs) signed by the Participant and may be
revoked or changed (without the consent of any previously designated
Beneficiary), only by an instrument (in form acceptable to Cleveland-Cliffs)
signed by the Participant
2
and filed with Cleveland-Cliffs prior to the Participant's death. In the absence
of such a designation and at any other time when there is no existing
Beneficiary designated by the Participant to whom payment is to be made pursuant
to his designation, his Beneficiary shall be his beneficiary under the Pension
Plan. A person designated by a Participant as his Beneficiary who or which
ceases to exist shall not be entitled to any part of any payment thereafter to
be made to the Participant's Beneficiary unless the Participant's designation
specifically provided to the contrary. If two or more persons designated as a
Participant's Beneficiary are in existence, the amount of any payment to the
Beneficiary under this Plan shall be divided equally among such persons unless
the Participant's designation specifically provided to the contrary.
Notwithstanding the foregoing, the Beneficiary of a Participant who elects the
form of benefit elected by the Participant under the Pension Plan shall be the
same beneficiary designated by him or her thereunder.
D. "CODE" shall mean the Internal Revenue Code of 1986, as
it has been and may be amended from time to time.
E. "CODE LIMITATIONS" shall mean the limitations imposed by
Sections 401(a) and 415 of the Code, or any successor thereto, on the amount of
the benefits which may be payable to a Participant from the Pension Plan.
F. "CONTROLLED GROUP" shall mean Cleveland-Cliffs and any
corporation in an unbroken chain of corporations beginning with
Cleveland-Cliffs, if each of the corporations other than the last corporation in
the chain owns or controls, directly or indirectly, stock possessing not less
than fifty percent of the total combined voting power of all classes of stock in
one of the other corporations.
G. "EMPLOYER(S)" shall mean Cleveland-Cliffs and any
other member of the Controlled Group and any Affiliate which
shall adopt this Plan pursuant to paragraph 6.
H. "PARTICIPANT" shall mean each person (i) who is a
participant in the Pension Plan, (ii) who is a senior corporate officer of
Cleveland-Cliffs or a full-time salaried employee of an Employer who has a
Management Performance Incentive Plan Salary Grade of EX-28 or above, and (iii)
who as a result of participation in this Plan is entitled to a Supplemental
Benefit under this Plan. Each person who is as a Participant under this Plan
shall be notified in writing of such fact by his Employer, which shall also
cause a copy of the Plan to be delivered to such person.
I. "PENSION PLAN" shall mean, with respect to any
Participant, the defined benefit plan specified on Exhibit A
hereto in which he participates.
J. "SUPPLEMENTAL AGREEMENT" shall mean, with respect
to any Participant, an agreement between the Participant and an
3
Employer, and approved by Cleveland-Cliffs if it is not the Employer, which
provides for additional service credit and/or other features for purposes of
computing retirement benefits.
K. "SUPPLEMENTAL BENEFIT" or "SUPPLEMENTAL PENSION
PLAN BENEFIT" shall mean a retirement benefit determined as
provided in paragraph 2.
L. "SUPPLEMENTAL RETIREMENT BENEFIT PLAN" or "PLAN"
shall mean this Plan, as the same may hereafter be amended or
restated from time to time.
2. DETERMINATION OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.
Each Participant or Beneficiary of a deceased Participant whose benefits under
the Pension Plan payable on or after January l, 1995 are reduced (a) due to the
Code Limitations, or (b) due to deferrals of compensation by such Participant
under the Cleveland-Cliffs Inc Voluntary Non- Qualified Deferred Compensation
Plan (the "Deferred Compensation Plan"), and each Participant who has entered
into a Supplemental Agreement with his Employer (and, where applicable a
Beneficiary of a deceased Participant), shall be entitled to a Supplemental
Pension Plan Benefit, which shall be determined as hereinafter provided. A
Supplemental Pension Plan Benefit shall be a monthly retirement benefit equal to
the difference between (i) the amount of the monthly benefit payable on and
after January l, 1995 to the Participant or his Beneficiary under the Pension
Plan, determined under the Pension Plan as in effect on the date of the
Participant's termination of employment with the Controlled Group and any
Affiliate (and payable in the same optional form as his Actual Pension Plan
Benefit, as defined below), but calculated without regard to any reduction in
the Participant's compensation pursuant to the Deferred Compensation Plan, and
as if the Pension Plan did not contain a provision (including any phase-in or
extended wear away provision) implementing the Code Limitations, and after
giving effect to the provisions of any Supplemental Agreement, and (ii) the
amount of the monthly benefit in fact payable on and after January 1, 1995 to
the Participant or his Beneficiary under the Pension Plan. If the benefit
payable to a Participant or Beneficiary pursuant to clause (ii) of the
immediately preceding sentence (herein referred to as "Actual Pension Plan
Benefit") is payable in a form other than a monthly benefit, such Actual Pension
Plan Benefit shall be adjusted to a monthly benefit which is the actuarial
equivalent of such Actual Pension Plan Benefit for the purpose of calculating
the monthly Supplemental Pension Plan Benefit of the Participant or Beneficiary
pursuant to the preceding sentence. For any Participant whose benefits become
payable under the Pension Plan on or after January 1, 1995, the Supplemental
Pension Plan Benefit includes any "Retirement Plan Augmentation Benefit" which
the Participant shall have accrued under the Deferred Compensation Plan prior to
the amendment of such Plan as of January l, 1991 to delete such Benefit. The
acceptance by the Participant or his Beneficiary of any Supplemental Pension
Plan Benefit pursuant to paragraph 3 shall constitute payment of the
4
Retirement Plan Augmentation Benefit included therein for purposes of the
Deferred Compensation Plan prior to such amendment.
3. PAYMENT OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.
-------------------------------------------------
(a) A Participant's (or his Beneficiary's)
Supplemental Pension Plan Benefit (calculated as
provided in paragraph 2) shall be converted, at
the time of his termination of employment with the
Controlled Group and each Affiliate, into ten
annual installment payments (the "Ten Installment
Payments") of equivalent actuarial value. The
equivalent actuarial value shall be determined by
the actuary selected by Cleveland-Cliffs based on
the 1971 TPF&C Forecast Mortality Table set back
one year, the Pension Benefit Guaranty Corporation
interest rate for immediate annuities then in
effect, and other factors then in effect for
purposes of the Pension Plan.
(b) If the Participant voluntarily terminates
employment with, or retires under the terms of the
Pension Plan from, the Controlled Group and each
Affiliate, or the Participant's employment with
the Controlled Group and each Affiliate is
involuntarily terminated, the Participant's former
Employer shall pay the Ten Installment Payments to
the Participant beginning on the first day of the
month following the Participant's retirement under
the Pension Plan, and on each anniversary
thereafter until the Ten Installment Payments have
been made; provided, however, that if the
Participant has effectively elected another form
of distribution, such Participant's former
Employer shall pay or commence payment in such
other form of distribution beginning on the first
day of the month following the date of the
Participant's retirement under the Pension Plan.
A Participant who voluntarily terminates
employment with, or who retires under the terms of
the Pension Plan from, the Controlled Group and
each Affiliate may by written notice filed with
the Administrator at least one (1) year prior to
the Participant's voluntary termination of
employment with, or retirement from, the
Controlled Group and each Affiliate elect to defer
commencement of the payment of his benefit until a
date selected in such election. Any such election
may be changed by the Participant at any time and
from time to time without the consent of any other
person by filing a later signed written election
with the Administrator; provided that any election
made less than one (1) year prior to the
Participant's voluntary termination of employment
5
or retirement shall not be valid, and in such case
payment shall be made in accordance with the
Participant's prior election, or otherwise in
accordance with this paragraph 3.
(c) A Participant may elect to receive his Supplemental
Pension Plan Benefit in one of the following forms of
distribution in lieu of the Ten Installment Payments:
(1) Lump sum payment;
(2) Annual installments over 2 to 15 years;
(3) A combination of (1) and (2) above with the
percentage payable under each option
specifically designated by the Participant;
or
(4) The form of benefit distribution elected by
the Participant under the Pension Plan.
Payments made under these options shall commence as
of the first day of the month following the
Participant's retirement under the Pension Plan;
provided, however, that with respect to a lump sum
payment, such payment shall be made at the end of the
of the first month of retirement or at the end of the
month following death.
The payments made under these forms shall be of
equivalent actuarial value to the Ten Installment
Payments as determined by the actuary selected by
Cleveland-Cliffs based on the actuarial factors and
assumptions provided for in the second sentence of
paragraph 3(a). Notwithstanding the foregoing, the
Administrator may, at any time, direct that annual
installments shall be made quarterly. If the
Participant dies before receiving all of the
installment payments, the remaining installment
payments shall be paid in a lump sum to the
Participant's Beneficiary. Any co-pensioner or
survivor payments elected under clause (4) of this
paragraph 3(c) shall be paid to the co-pensioner or
survivor, as appropriate. The Participant's election
of one of the forms of distribution set forth above
shall be made by written notice filed with the
Administrator at least one (1) year prior to the
Participant's voluntary or involuntary termination of
employment, retirement, death or disability. Any such
election may be changed by the Participant at any
time and from time to time without the consent of any
other person by filing a later signed
written election with the Administrator; provided
6
that any election made less than one (1) year prior
to the Participant's voluntary or involuntary
termination of employment, retirement, death or
disability shall not be valid, and in such case
payment shall be made in accordance with the
Participant's prior election; and provided, further,
that the Administrator may, in its sole discretion,
waive such one (1) year period upon a request of the
Participant made while an active employee of his or
her Employer.
(d) Anything contained in this paragraph 3 to the
contrary notwithstanding, in the event a
Participant's employment with the Controlled Group
and each Affiliate is involuntarily terminated,
the Administrator may, at any time, direct
immediate payment of such Participant's benefit
under the Plan and the manner of distribution for
such payment; provided, however, that if the
administrator elects immediate payment as set
forth in this paragraph 3(d), such payment shall
not be made in accordance with the distribution
alternative described in paragraph 3(c)(4) of the
Plan.
(e) Notwithstanding any other provision of this
paragraph 3, a Participant may elect to receive a
lump sum distribution of part or all of his or her
benefits under clause (1), (2), or (3) of
paragraph 3(c) if (and only if) the amount subject
to such distribution is reduced by six percent
(6%). Any distribution made pursuant to such an
election shall be made within 60 days of the date
such election is submitted to the Administrator.
The remaining six percent (6%) of the electing
Participant's benefit balance subject to such lump
sum distribution shall be forfeited.
4. FORFEITABILITY. Anything herein to the contrary
notwithstanding, if the Board of Directors of Cleveland-Cliffs shall determine
in good faith that a Participant who is entitled to a benefit hereunder by
reason of termination of his employment with the Controlled Group and each
Affiliate, during the period of 5 years after termination of his employment or
until he attains age 65, whichever period is shorter, has engaged in a business
competitive with Cleveland-Cliffs or any member of the Controlled Group or any
Affiliate without the prior written consent of Cleveland-Cliffs, such
Participant's rights to a supplemental Pension Plan Benefit hereunder and the
rights, if any, of his Beneficiary shall be terminated and no further
Supplemental Benefit shall be paid to him or his Beneficiary hereunder.
5. GENERAL. A. The entire cost of this Supplemental
Retirement Benefit Plan shall be paid from the general assets of
7
one or more of the Employers. It is the intent of the Employers to so pay
benefits under the Plan as they become due; provided, however, that
Cleveland-Cliffs may, in its sole discretion, establish or cause to be
established a trust account for any or each Participant pursuant to an
agreement, or agreements, with a bank and direct that some or all of a
Participant's benefits under the Plan be paid from the general assets of his
Employer which are transferred to the custody of such bank to be held by it in
such trust account as property of the Employer subject to the claims of the
Employer's creditors until such time as benefit payments pursuant to the Plan
are made from such assets in accordance with such agreement; and until any such
payment is made, neither the Plan nor any Participant or Beneficiary shall have
any preferred claim on, or any beneficial ownership interest in, such assets. No
liability for the payment of benefits under the Plan shall be imposed upon any
officer, director, employee, or stockholder of Cleveland-Cliffs or other
Employer.
B. No right or interest of a Participant or his Beneficiary
under this Supplemental Retirement Benefit Plan shall be anticipated, assigned
(either at law or in equity) or alienated by the Participant or his Beneficiary,
nor shall any such right or interest be subject to attachment, garnishment,
levy, execution or other legal or equitable process or in any manner be liable
for or subject to the debts of any Participant or Beneficiary. If any
Participant or Beneficiary shall attempt to or shall alienate, sell, transfer,
assign, pledge or otherwise encumber his benefits under the Plan or any part
thereof, or if by reason of his bankruptcy or other event happening at any time
such benefits would devolve upon anyone else or would not be enjoyed by him,
then Cleveland-Cliffs may terminate his interest in any such benefit and hold or
apply it to or for his benefit or the benefit of his spouse, children or other
person or persons in fact dependent upon him, or any of them, in such a manner
as Cleveland-Cliffs may deem proper; provided, however, that the provisions of
this sentence shall not be applicable to the surviving spouse of any deceased
Participant if Cleveland-Cliffs consent: to such inapplicability, which consent
shall not unreasonably be withheld.
C. Employment rights shall not be enlarged or affected
hereby. The Employers shall continue to have the right to discharge or retire a
Participant, with or without cause.
D. Notwithstanding any other provisions of this Plan to the
contrary, if Cleveland-Cliffs determines that any Participant may not qualify as
a "management or highly compensated employee" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or regulations
thereunder, Cleveland-Cliffs may determine, in its sole discretion, that such
Participant shall cease to be eligible to participate in this Plan. Upon such
determination, the Employer shall make an immediate lump sum payment to the
Participant equal to his then vested Supplemental Benefit. Upon such payment, no
benefits shall thereafter be payable under this
8
Plan either to the Participant or any Beneficiary of the Participant, and all of
the Participant's elections as to the time and manner of payment of his
Supplemental Benefit shall be deemed to be cancelled.
6. ADOPTION OF SUPPLEMENTAL RETIREMENT BENEFIT PLAN. Any
member of the Controlled Group or any Affiliate which is an employer under the
Pension Plan may become an Employer hereunder with the written consent of
Cleveland-Cliffs if such member or such Affiliate executes an instrument
evidencing its adoption of the Supplemental Retirement Benefit Plan and files a
copy thereof with Cleveland-Cliffs. Such instrument of adoption may be subject
to such terms and conditions as Cleveland-Cliffs requires or approves.
7. MISCELLANEOUS. A. The Plan shall be administered
by the Plan Administrator (the "Administrator"). The Administrator shall have
such powers as may be necessary to discharge his duties hereunder, including,
but not by way of limitation, to construe and interpret the Plan (including,
without limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies and ambiguities in, the language of the Plan) and
determine the amount and time of payment of any benefits hereunder. The
Administrator may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit, and may from time to time consult with
legal counsel who may be counsel to Cleveland- Cliffs. The Administrator shall
have no power to add to, subtract from or modify any of the terms of the Plan,
or to change or add to any benefits provided under the Plan, or to waive or fail
to apply any requirements of eligibility for a benefit under the Plan. No member
of the Administrator shall act in respect of his own benefits. All decisions and
determinations by the Administrator shall be final and binding on all parties.
All decisions of the Administrator shall be made by the vote of the majority, if
applicable, including actions and writing taken without a meeting. All
elections, notices and directions under the Plan by a Participant shall be made
on such forms as the Administrator shall prescribe.
X. Xxxxxxxxx-Cliffs shall be the "Administrator" and the
"Plan Sponsor" under the Plan for purposes of ERISA.
C. Except to the extent federal law controls, all questions
pertaining to the construction, validity and effect of the provisions hereof
shall be determined in accordance with the laws of the State of Ohio.
D. Whenever there is denied, whether in whole or in part, a
claim for benefits under the Plan filed by any person (herein referred to as the
"Claimant"), the plan administrator shall transmit a written notice of such
decision to the Claimant, which notice shall be written in a manner calculated
to be understood by the Claimant and shall contain a statement of the
specific reasons for the denial of the claim and statement
9
advising the Claimant that, within 60 days of the date on which he receives such
notice, he may obtain review of such decision in accordance with the procedures
hereinafter set forth. Within such 60-day period, the Claimant or his authorized
representative may request that the claim denial be reviewed by filing with the
plan administrator a written request therefor, which request shall contain the
following information:
(i) the date on which the Claimant's request was filed with
the plan administrator; provided, however, that the date on which the
Claimant's request for review was in fact filed with the plan
administrator shall control in the event that the date of the actual
filing is later than the date stated by the Claimant pursuant to this
paragraph;
(ii) the specific portions of the denial of his claim
which the Claimant requests the plan administrator to
review;
(iii) a statement by the Claimant setting forth the basis upon
which he believes the plan administrator should reverse the previous
denial of his claim for benefits and accept his claim as made; and
(iv) any written material (offered as exhibits) which the
Claimant desires the plan administrator to examine in its consideration
of his position as stated pursuant to clause (iii) above.
Within 60 days of the date determined pursuant to clause (i) above, the plan
administrator shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits. Within 60 days of the date of such hearing, the
plan administrator shall render its written decision on review, written in a
manner calculated to be understood by the Claimant, specifying the reasons and
Plan provisions upon which its decision was based.
E. Supplemental Pension Plan Benefits shall be subject to
applicable withholding and such other deductions as shall at the time of payment
be required or appropriate under any Federal, State or Local law. In addition,
Cleveland-Cliffs may withhold from a Participant's "other income" (as
hereinafter defined) any amount required or appropriate to be currently withheld
from such Participant's other income pursuant to any Federal, State or Local
law. For purposes of this subparagraph E, "other income" shall mean any
remuneration currently paid to a Participant by an Employer.
8. AMENDMENT AND TERMINATION. A. Cleveland-Cliffs
has reserved and does hereby reserve the right to amend, at any time, any or all
of the provisions of the Supplemental Retirement Benefit Plan for all Employers,
without the consent of any other Employer or any Participant, Beneficiary or any
other person. Any such amendment shall be expressed in an instrument executed
by Cleveland-Cliffs and shall become effective as of the date designated in such
instrument or, if no such date is specified, on the date of its execution.
X. Xxxxxxxxx-Cliffs has reserved, and does hereby reserve, the
right to terminate the Supplemental Retirement Benefit Plan at any time for all
Employers, without the consent of any other Employer or of any Participant,
Beneficiary or any other person. Such termination shall be expressed in an
instrument executed by Cleveland-Cliffs and shall become effective as of the
date designated in such instrument, or if no date is specified, on the date of
its execution. Any other Employer which shall have adopted the Plan may, with
the written consent of Cleveland-Cliffs, elect separately to withdraw from the
Plan and such withdrawal shall constitute a termination of the Plan as to it,
but it shall continue to be an Employer for the purposes hereof as to
Participants or Beneficiaries to whom it owes obligations hereunder. Any such
withdrawal and termination shall be expressed in an instrument executed by the
terminating Employer and shall become effective as of the date designated in
such instrument or, if no date is specified, on the date of its execution.
C. Notwithstanding the foregoing provisions hereof, no
amendment or termination of the Supplemental Retirement Benefit Plan shall,
without the consent of the Participant (or, in the case of his death, his
Beneficiary), adversely affect (i) the benefit under the Plan of any Participant
or Beneficiary then entitled to receive a benefit under the Plan or (ii) the
right of any other Participant to receive upon termination of his employment
with the Controlled Group and each Affiliate (or the right of his Beneficiary to
receive upon such Participant's death) that benefit which would have been
received under the Plan if such employment of the Participant had terminated
immediately prior to the amendment or termination of the Plan. Upon any
termination of the Plan, each affected Participant's Supplemental Benefit shall
be determined and distributed to him or, in the case of his death, to his
Beneficiary as provided in paragraph 3 as if the employment of the Participant
with the Controlled Group and each Affiliate had terminated immediately prior to
the termination of the Plan.
9. EFFECTIVE DATE. The amended and restated Supplemental
Retirement Benefit Plan shall be effective as of January 1, 1997.
IN WITNESS WHEREOF, Cleveland-Cliffs Inc, pursuant to the
order of its Board of Directors, has executed this amended and restated
Supplemental Retirement Benefit Plan at Cleveland, Ohio, this 24th day of
April, 1997.
CLEVELAND-CLIFFS INC
By /s/ X. X. Xxxxx
------------------------------
Vice President - Human Resources
EXHIBIT A
---------
PENSION PLANS
-------------
Pension Plan for Salaried Employees of Cleveland-Cliffs Inc
Pension Plan for Salaried Employees of the Cleveland-Cliffs Iron
Company and its Associated Employers
Retirement Plan for Salaried Employees of Northshore Mining
Company and Silver Bay Power Company
