Exhibit 10(a)
TRUST AGREEMENT NO. 1
(Amended and Restated Effective June 1, 1997)
This Trust Agreement No. l (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").
WITNESSETH:
WHEREAS, Cleveland-Cliffs has entered into an agreement with each of the executives (the "Executives") listed
(from time to time as provided in
Section 9(c) hereof) on Exhibit A hereto (the agreements are referred to herein singularly as an "Agreement" and
collectively as the "Agreements");
WHEREAS, pursuant to the provisions of the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan (as
Amended and Restated Effective January 1, 1997), as the same has been or may hereafter be supplemented,
amended or restated, or any successor thereto (the "Plan"), the Executives and beneficiaries of the Executives
(also listed on Exhibit A hereto from time to time as provided in Section 9(c) hereof), may become entitled to
certain benefits;
WHEREAS, (a) the Agreements provide for the payment of certain current and deferred compensation and other
benefits to the Executives or their beneficiaries thereunder following a "Change of Control", as that term is defined
in Exhibit B hereto, and (b) the Plan provides for the payment of certain benefits to
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the Executives and beneficiaries of Executives that (i) would be payable pursuant to the qualified retirement plans
established by Cleveland-Cliffs and its subsidiary corporations and affiliates were it not for certain limitations
imposed by the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) are or may become due
under certain agreements entered into (or which may be entered into) by Cleveland-Cliffs and its subsidiary
corporations and affiliates granting additional service credit or other features for purposes of computing re