0001193125-12-065138 Sample Contracts

CLIFFS NATURAL RESOURCES INC. RESTRICTED SHARES AGREEMENT
Restricted Shares Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

WHEREAS, (the “Grantee”) is an employee of Cliffs Natural Resources Inc. (the “Company”) or a Subsidiary, as defined in the Company’s Amended and Restated Cliffs 2007 Incentive Equity Plan, as amended from time to time thereafter (the “Plan”); and

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SECOND AMENDMENT TO TRUST AGREEMENT NO. 8
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

WHEREAS, Cleveland Cliffs Inc (“Cleveland-Cliffs”) and AmeriTrust Company National Association entered into Trust Agreement No. 8 (the “Agreement”) effective April 9, 1991, which Agreement was amended on one previous occasion; and

FOURTH AMENDMENT TO TRUST AGREEMENT NO. 5
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

WHEREAS, Cleveland-Cliffs Inc (“Cleveland-Cliffs”) and AmeriTrust Company National Association entered into Trust Agreement No. 5, formerly known as Trust Agreement, (the “Agreement”) effective October 28, 1987, which Agreement was amended on three previous occasions;

TRUST AGREEMENT NO. 1 Amendments to Exhibits Effective January 1, 2000
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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”).

TRUST AGREEMENT
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This Trust Agreement (“Trust Agreement”) made this 28th day of October, 1987 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and AmeriTrust Company National Association, a national banking association, as trustee (the “Trustee”);

THIRD AMENDMENT TO TRUST AGREEMENT NO. 7
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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 two previous occasions;

TRUST AGREEMENT NO. 7 Amendments to Exhibits Effective January 1, 2000
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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”).

AMENDED AND RESTATED TRUST AGREEMENT NO. 2
Indemnification Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This Amended and Restated Trust Agreement No. 2 (“Trust Agreement No. 2”) is made on this 15th day of October, 2002, by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and KeyBank National Association, a national banking association, as trustee (the “Trustee”).

Trust for Nonemployee Directors’ Supplemental Compensation Plan] TRUST AGREEMENT NO. 9 Between CLEVELAND-CLIFFS INC and KEY TRUST COMPANY OF OHIO, N.A. November 20, 1996
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This Trust Agreement (“Agreement”) made as of the 20th day of November, 1996 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Company”), and Key Trust Company of Ohio, N.A., an Ohio corporation (“Trustee”).

SECOND AMENDMENT TO TRUST AGREEMENT NO. 7
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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 one previous occasion;

FIRST AMENDMENT TO TRUST AGREEMENT NO. 7
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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”);

FIRST AMENDMENT TO TRUST AGREEMENT NO. 8
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This First Amendment to Trust Agreement No. 8 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”);

AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

THIS AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT (the “Agreement”), entered into, dated and effective as of January 1, 2006 (the “Effective Date”), by and among CLIFFS SALES COMPANY, an Ohio corporation (“Cliffs Sales”), THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (“Iron”), CLIFFS MINING COMPANY, a Delaware corporation (“Mining”) (“Cliffs Sales”, “Iron” and “Mining” being collectively referred to herein as “Cliffs”) and SEVERSTAL NORTH AMERICA, INC., a Delaware corporation (“Severstal”).

PELLET SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

Phos Limit at the Blast Furnace is currenlty 0.022% for Pellet Burden. Usage of Tilden Hematite is governed by shift-to-shift Phos average.

PELLET SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This AGREEMENT (this “Agreement”) is entered into, dated as of December 31, 2002, by and among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (“CCIC”), CLIFFS MINING COMPANY, a Delaware corporation (“CMC”; CCIC and CMC, collectively, “Cliffs”), and ISPAT INLAND INC., a Delaware corporation (“Inland”). Capitalized terms used herein and not defined in context or defined (or cross-referenced) in Section 1 shall have the meanings given to them in the Partnership Agreement (defined below).

FIRST AMENDMENT TO TRUST AGREEMENT NO. 1
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This First Amendment to Trust Agreement No. 1 is made on this 10th day of September, 2002, by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and KeyBank National Association, a national banking association, (formerly KeyTrust Company of Ohio, N.A.) ,as trustee (the “Trustee”).

FOURTH AMENDMENT TO TRUST AGREEMENT NO. 7
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

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

TRUST AGREEMENT NO. 7
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Trust Agreement (“Trust Agreement No. 7”) made this 9th day of April, 1991 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and Ameritrust Company National Association, a national banking association (the “Trustee”);

Trust for Nonemployee Directors’ Compensation Plan] TRUST AGREEMENT NO. 10 Between CLEVELAND-CLIFFS INC and KEY TRUST COMPANY OF OHIO, N.A. November 20, 1996
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This Trust Agreement (“Agreement”) made as of the 20th day of November, 1996 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Company”), and Key Trust Company of Ohio, N.A., an Ohio corporation (“Trustee”).

PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining
FIFTH AMENDMENT TO TRUST AGREEMENT NO. 5
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

WHEREAS, Cleveland-Cliffs Inc (“Cleveland-Cliffs”) and AmeriTrust Company National Association entered into Trust Agreement No. 5, formally known as Trust Agreement, (the “Agreement”) effective October 28, 1987, which Agreement was amended on four previous occasions;

TRUST AGREEMENT NO. 8
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Trust Agreement (“Trust Agreement No. 8”) made this 9th day of April, 1991 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and Ameritrust Company National Association, a national banking association (the “Trustee”);

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SECOND AMENDMENT TO TRUST AGREEMENT NO. 5
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Second Amendment to Trust Agreement made on April 9, 1991, by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”) and Ameritrust Company National Association, a national banking association, as trustee (the “Trustee”);

AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

THIS AGREEMENT, entered into, dated and effective as of May 17, 2004 (“Agreement”), by and among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (“Iron”), CLIFFS MINING COMPANY, a Delaware corporation (“Mining”), NORTHSHORE MINING COMPANY, a Delaware corporation (“Northshore”), CLIFFS SALES COMPANY, an Ohio corporation (“Sales”; Iron, Mining, Northshore and Sales being collectively referred to herein as “Cliffs”), INTERNATIONAL STEEL GROUP INC., a Delaware corporation (“ISG”), and ISG WEIRTON INC., a Delaware corporation (“ISG Weirton”; ISG, and ISG Weirton being collectively referred to herein as “Steel”).

THIRD AMENDMENT TO TRUST AGREEMENT NO. 5
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Third Amendment to Trust Agreement No. 5 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”);

TRUST AGREEMENT NO. 1 (Amended and Restated Effective June 1, 1997)
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Trust Agreement No. 1 (Amended and Restated Effective June 1, 1997) (“Trust Agreement No. 1”) is made on this 12th day of June, 1997, by and between Cleveland-Cliffs Inc, an Ohio corporation (“Cleveland-Cliffs”), and KeyTrust Company of Ohio, N.A., a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 1 TO TRUST AGREEMENT NO. 5
Trust Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This Amendment No. 1 to Trust Agreement made on May 12, 1989 by and between Cleveland-Cliffs Inc, an Ohio corporation (“Claveland-Cliffs”) and Ameritrust Company National Association, a national banking association, as trustee (the “Trustee”);

FIRST AMENDMENT TO PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

This FIRST AMENDMENT TO PELLET SALE AND PURCHASE AGREEMENT (the “Amendment”) is entered into, dated and effective as of December 16, 2004, by and among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (“CCIC”), CLIFFS MINING COMPANY, a Delaware corporation (“CMC”), NORTHSHORE MINING COMPANY, a Delaware corporation (“Northshore”), CLIFFS SALES COMPANY, an Ohio corporation formerly known as Northshore Sales Company (“Sales”; CCIC, CMC, Northshore and Sales, collectively, “Cliffs”), INTERNATIONAL STEEL GROUP INC., a Delaware corporation (“ISG”), ISG CLEVELAND INC., a Delaware corporation (“ISG Cleveland”), and ISG INDIANA HARBOR INC., a Delaware corporation (“ISG Indiana Harbor”; ISG, ISG Cleveland and ISG Indiana Harbor, collectively, “Steel”).

PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining

In The Event That Steel’s Annual Total Unprocessed Hot Rolled Steel Sales Are Less Than 15%, Then Steel And Cliffs Agree To Substitute Another Grade of Steel

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 16th, 2012 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This indemnification Agreement (“Agreement”) is made as of the day of , 20 by and between Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), and (the “Indemnitee”), a Director of the Company.

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