Exhibit 10(hh)
SIXTH AMENDMENT TO TRUST AGREEMENT NO. 5
THIS SIXTH AMENDMENT TO TRUST AGREEMENT NO. 5 (“ 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 ”).
RECITALS:
A. The Company and Trustee entered into that certain Trust Agreement No. 5, dated as of October 28, 1987 (as amended,
the “ Agreement ”).
B. The Company and Trustee amended the Agreement pursuant to that certain Amendment No. 1 to Trust Agreement,
dated as of May 12, 1989.
C. The Company and Trustee further amended the Agreement pursuant to that certain Second Amendment to Trust
Agreement No. 5, dated as of April 9, 1991.
D. The Company and Trustee further amended the Agreement pursuant to that certain Third Amendment to Trust
Agreement No. 5, dated as of March 9, 1992.
E. The Company and Trustee further amended the Agreement pursuant to that certain Fourth Amendment to Trust
Agreement No. 5, dated as of November 18, 1994.
F. The Company and Trustee further amended the Agreement pursuant to that certain Fifth Amendment to Trust
Agreement No. 5, dated as of May 23, 1997.
G. 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 ”).
H. 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. The third sentence of Section 1(b) shall be deleted in its entirety, and there shall be substituted in lieu thereof, the
following:
“For purposes of this Trust Agreement No. 5, the term “Change of Control” shall mean the occurrence during the
Term of any of the following eve