First Amendment to Trust Agreement No. 1 between Cleveland-Cliffs Inc. and KeyBank National Association

Summary

This amendment, effective September 10, 2002, updates the original Trust Agreement No. 1 between Cleveland-Cliffs Inc. and KeyBank National Association (as trustee). The amendment changes the terms regarding payments from the trust, specifying that the trustee will pay Cleveland-Cliffs any excess funds in the Master Account above 140% of the fully funded amount, upon the company's request. All other terms of the original agreement remain unchanged.

EX-10.P 7 l97542aexv10wp.txt EX-10(P) FIRST AMENDMENT TO TRUST AGREEMENT NO. 1 Exhibit 10(p) FIRST AMENDMENT TO TRUST AGREEMENT NO. 1 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"). WITNESSETH: WHEREAS, on June 12, 1997, Cleveland-Cliffs and the Trustee entered into a Trust Agreement No. 1, amended and restated effective June 1, 1997 ("Trust No. 1"); WHEREAS, Trust No. 1 was amended by the Amendments to Exhibits to Trust No. 1, effective January 1, 2000; WHEREAS, Cleveland-Cliffs and the Trustee desire to further amend Trust No. 1; and WHEREAS, Section 12 of Trust No. 1 provides that such Trust No. 1 may be amended by Cleveland-Cliffs and the Trustee. NOW, THEREFORE, effective September 10, 2002, Cleveland-Cliffs and the Trustee hereby amend Trust No. 1 to provide as follows: The last sentence of Section 4 of Trust No. 1 is hereby amended to read as follows: "Thereafter, upon the request of the Company, the Trustee shall pay to Cleveland-Cliffs the excess, if any, of the balance in the Master Account over 140% of the aggregate of all of the Fully Funded amount." IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused counterparts of this First Amendment to Trust Agreement No. 1 to be executed on their behalf on September 10, 2002, each of which shall be an original First Amendment to Trust Agreement No. 1. CLEVELAND-CLIFFS INC By: /s/ Randy L. Kummer ----------------------------------------- Its: SVP, Human Resources ------------------------------------- KEYBANK NATIONAL ASSOCIATION, as Trustee By: /s/ Kelley Clark ----------------------------------------- Its: VP ------------------------------------- and By: Thor Haraldsson ----------------------------------------- Its: AVP -------------------------------------