Second Amendment to Amended and Restated Trust Agreement No. 2



 Exhibit 10(aa) 
 SECOND AMENDMENT TO 
 AMENDED AND RESTATED TRUST AGREEMENT NO. 2 
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT NO. 2 (“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. (“Trustee”). 
 RECITALS: 
 A. The Company and Trustee entered into that certain Amended and
Restated Trust Agreement No. 2, dated as of October 15, 2002, as amended by that certain First Amendment to Amended and Restated Trust Agreement No. 2, dated as of July 15, 1997 (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. 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. 2, 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 in 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 treated as an acquisition of stock for purposes of this Trust Agreement No. 2. 
 (ii) Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of
the Company possessing 35% or more of the total voting power of the stock of the Company. 







 (iii) A majority of members (each, a “Director”) of the Board of Directors of
the Company (the “Board”) is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. 
 (iv) Any one person, or more than one person acting as a group. acquires (or has acquired during the 12-month period ending on the date of
the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions. 
 Notwithstanding the foregoing, any acquisition of ownership of stock of the Company by any one person, or more
than one person acting as a group, pursuant to a Business Combination shall not constitute a Change of Control. A “Business Combination” shall mean any business transaction such as a reorganization, merge or consolidation involving the
Company, a sale or other disposition of all or substantially all of the assets of the Company, or any other transaction involving the Company, if, in each case, immediately following any such business transaction, (A) all or substantially all
of the individuals and entities who were the beneficial owners of stock of the Company immediately prior to such business transaction beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares
of stock of the entity which as a result of such transaction owns (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to such business transaction, of the stock of the Company, (B) no one person, or more than one person acting as a group
(other than the Company, such entity resulting from such business transaction, or employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from such business transaction), beneficially
owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of stock of the entity resulting from such business transaction were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such business transaction, and (C) at least a majority of the members of the board of directors of the entity resulting from such business transaction were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the Board of Directors providing for such business transaction. 
 The
“Incumbent Board” shall mean those individuals who, as of December 31, 2008, constitute the Board; provided, however, that any individual becoming a Director subsequent to December 31, 2008 whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is
named as a nominee for Director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest (as 

  

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described in Rule 14(a)-12(c) of the Securities Exchange Act of 1934) with respect to the election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board. 
 For purposes of this Trust Agreement No. 2,
other than the definition of “Business Combination,” (i) persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar
business transaction with the Company, and (ii) if a person, including an entity owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered
to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.” 
 2. Immediately following Section 1(g) of the Agreement there shall be inserted the following: 
 “(h) Notwithstanding the foregoing, no transfer of property (as such term is defined in Section 83 of the Code) or assets to the
Trust shall be made if such transfer would violate the terms of Section 409A(b)(2) or (b)(3) of the Code.” 
 3. This Amendment
shall be governed by, and construed in accordance with, the internal laws, and not the law of conflicts, of the State of Ohio. 
 4. In all
other respects, the Agreement and each and every provision thereof shall remain in full force and effect as if fully restated herein. 
 [Signature Page Follows] 
  

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 INTENDING TO BE LEGALLY BOUND, the parties hereto have executed this Amendment as of the date first
written above. 
  

			
	CLIFFS NATURAL RESOURCES INC.
	(the “Company”)
	
	/s/ W. A. Brake
	Name:	 	W. A. Brake
	Its:	 	EVP Human & Technical Resources
	
	KEYBANK, N.A.
	(“Trustee”)
	
	/s/ Thor Haraldsson
	Name:	 	Thor Haraldsson
	Its:	 	Vice President
	
	and
	
	 
	Name:	 	 
	Its:	 	 


  

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