FIRST AMENDMENT TO TRUST AGREEMENT NO. 9
THIS FIRST AMENDMENT TO TRUST AGREEMENT NO. 9 (“ Amendment ”) is entered into effective as of December 31,
2008, between CLIFFS NATURAL RESOURCES INC., f/k/a Cleveland-Cliffs Inc, an Ohio corporation (the “ Company ”), and
KeyBank, N.A., the successor in interest to Key Trust Company of Ohio, N.A. (“ Trustee ”).
A. The Company and Trustee entered into that certain Trust Agreement No. 9, dated as of November 20, 1996 (as
amended, the “ Agreement ”).
B. The Company has determined that it is in the best interests of the Company to further amend the Agreement to comply
with the requirements of Section 409A of the Internal Revenue Code of 1986 (as amended, the “ Code ”).
C. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Company and Employee
agree as follows
1. Section 1.8 shall be deleted in its entirety, and there shall be substituted in lieu thereof, the following:
“For purposes of this Trust Agreement No. 9, the term “Change of Control” shall mean the occurrence during the
Term of any of the following events:
(i) Any one person, or more than one person acting as a group, acquires ownership of stock of the Company that,
together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting
power of the stock of the Company. However, if any one person, or more than one person acting as a group, is considered
to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons is not considered to cause a Change of Control. An increase in the
percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the
Company acquires its stock in exchange for property will be tr