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Exhibit 10(d)
THIRD AMENDMENT TO TRUST AGREEMENT NO. 4
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WHEREAS, Cleveland Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust Company
National Association entered into Trust Agreement No. 4 (the "Agreement")
effective August 28, 1987, which Agreement was amended on two 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 further amend the
Agreement;
NOW, THEREFORE, effective July 1, 1997, Cleveland-Cliffs and the Trustee
hereby amend the Agreement to provide as follows:
The third sentence of Section 1(b) of the Agreement is hereby restated in
its entirety, such third sentence to read as follows:
"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 have existed immediately prior to
such merger or consolidation;
(ii) Cleveland-Cliffs shall sell or otherwise transfer all
or substantially all of its assets to any other corporation or
other legal person, and immediately after such sale or transfer
less than 70% of the combined voting power of the outstanding
voting securities of such corporation or person is held in the
aggregate by the former shareholders of Cleveland-Cliffs as the
same shall have existed immediately prior to such sale or
transfer;
(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 1034) of
30% or more of the outstanding voting securities of
Cleveland-Cliffs (whether directly or indirectly); or
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(iv) During any period of three consecutive years,
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 or 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 the Company
on the date of the beginning of any such period."
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IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have executed this
Third Amendment at Cleveland, Ohio this 12th day of June, 1997.
CLEVELAND-CLIFFS INC
By: /s/ ▇.▇. ▇▇▇▇▇
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Title: V.P. - H.R.
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KEYTRUST COMPANY OF OHIO, N.A.,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
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and
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Trust Officer
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