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Exhibit 10 (ee)
TRUST AGREEMENT NO. 7
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Amendments to Exhibits Effective January 1, 2000
This Amendment to Exhibits to Trust Agreement No. 7 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 April 9, 1991 Cleveland-Cliffs and the Trustee entered into
a Trust Agreement No. 7, as amended;
WHEREAS, Section 12 of the Trust Agreement No. 7 provides that such
Trust Agreement may be amended by Cleveland-Cliffs and the Trustee; and
WHEREAS, Section 9(c) of the Trust Agreement No. 7 provides that
Exhibit A thereto may be amended by Cleveland-Cliffs by furnishing to the
Trustee an amendment thereto.
NOW, THEREFORE, the parties amend Trust Agreement No. 7, and
Cleveland-Cliffs furnishes the following Amendment to Exhibit A to Trust
Agreement No. 7 as follows:
1. Section 1(b) is amended to read as follows:
(b) Cleveland-Cliffs shall notify the Trustee promptly in the
event that a Change of Control (as defined herein) has
occurred. The Term "Change of Control" shall mean the
occurrence of any of the following events:
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(i) 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(b)(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(b)(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(b)(iii), below;
(ii) or 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;
(iii) or 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
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Cleveland-Cliffs, such entity resulting from such
Business Combination, or any employee benefit plan
(or related trust) 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
(iv) 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(b)(iii).
2. Exhibit A 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President - Human Resources
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KEY TRUST COMPANY OF OHIO, N.A.,
as Trustee
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Its: Vice President
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By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
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EXHIBIT A
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TRUST AGREEMENT NO. 7
All Senior Officers and Other Full-Time Salaried Employees Grade Ex-28
and Above, including:
Name Title
----------------- --------------------------------------------------
▇. ▇. ▇▇▇▇▇▇ Chairman and Chief Executive Officer
▇. ▇. ▇'▇▇▇▇ President and Chief Operating Officer
▇. ▇. ▇▇▇▇▇▇ Executive Vice President - Commercial
▇. ▇. ▇▇▇▇▇ Senior Vice President and Chief Financial Officer
▇. ▇. ▇▇▇▇▇▇▇, ▇▇. Vice President and General Counsel
▇.▇. ▇▇▇▇▇▇▇, ▇▇. Senior Vice President - Operations
▇. ▇. ▇▇▇▇▇▇▇ Senior Vice President - International Development
▇. ▇. ▇▇▇▇▇▇▇▇▇ Senior Vice President - Operations Services
▇ .▇. ▇▇▇▇▇▇▇▇ Vice President - Reduced Iron
▇. ▇▇▇▇▇ Vice President - Financial Planning and Treasurer
▇. ▇. ▇▇▇▇▇▇▇▇▇ Vice President - Sales
▇. ▇. ▇▇▇▇▇▇▇ Secretary and Assistant General Counsel
▇. ▇. ▇▇▇▇▇▇ Controller
▇. ▇. ▇▇▇▇▇ Vice President - Human Resources
▇. ▇. ▇▇▇▇▇▇▇▇ General Manager - Northshore Mine
▇. ▇. ▇▇▇▇▇▇ General Manager - Hibbing Taconite
▇. ▇▇▇▇▇ General Manager - Wabush Mines
▇. ▇. ▇▇▇▇▇ General Manager - ▇▇▇▇▇▇ Mine
▇. ▇. ▇▇▇▇▇▇▇▇ General Manager - Empire Mine
▇. ▇. ▇▇▇▇▇ General Manager - LTV Steel Mining Company
▇. ▇. ▇▇▇ ▇▇▇▇▇▇ General Manager - Cliffs Reduced Iron Corp.
1-1-00
Trust 7
