EXHIBIT 10.18

THIRD AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT NO. 2


This Third Amendment to Amended and Restated Trust Agreement No. 2 (as amended and restated October 15, 2002) (the “Agreement”) is entered into effective as of July 28, 2014 by and 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., a national banking association, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.

WITNESSETH

WHEREAS, effective October 15, 2002 the Company and the Trustee amended and restated Trust Agreement No. 2; and

WHEREAS, Section 9(c) of the Agreement provides that Exhibit A and Exhibit D thereto may be amended by the Company by furnishing to the Trustee any amendments thereto.

NOW, THEREFORE, the Company and the Trustee hereby amend Trust Agreement No. 2 to provide as follows:

1.    Exhibit A is amended in its entirety to read as attached hereto.

2.    Exhibit D is amended in its entirety to read as attached hereto.

IN WITNESS WHEREOF, the Company and the Trustee have caused counterparts of this Third Amendment to be executed on this 28th day of July, 2014, each of which shall be an original Amendment.
CLIFFS NATURAL RESOURCES INC.
 
 
 
 
By:
/s/ James D. Graham
Title:
Vice President, Chief Legal Officer & Secretary
 
 
KEYBANK, N.A., as Trustee
 
 
 
 
By:
/s/ Lester W. Dryja
Title:
Vice President






EXHIBIT A

AMENDED AND RESTATED TRUST AGREEMENT NO. 2

EXECUTIVES, OFFICERS AND KEY EMPLOYEES

Name
First Name
Middle Initial
Last Name
Job Title
Halverson, Gary B
Gary
B
Halverson
President & Chief Executive Officer
 
 
 
 
 
Boor, William C
William
C
Boor
Executive Vice President, Corporate Development & Chief Strategy Officer, Chief Risk Officer
Fedor, Terry G
Terry
G
Fedor
Executive Vice President, United States Iron Ore
Harapiak, Marurice D
Maurice
D
Harapiak
Executive Vice President, Human Resources
Paradie, Terrance M
Terrance
M
Paradie
Executive Vice President & Chief Financial Officer
Smith, Clifford T
Clifford
T
Smith
Executive Vice President, Seaborne Iron Ore
Tompkins, P Kelly
P
Kelly
Tompkins
Executive Vice President, External Affairs & President, Global Commercial
Webb, David
David
 
Webb
Executive Vice President, Global Coal
 
 
 
 
 
Baisden, Steven R
Steven
R
Baisden
Vice President, Corporate Development & Emerging Business
Bittner, Matthew C
Matthew
C
Bittner
Vice President & Treasurer
Cartella, David T
David
T
Cartella
Vice President, Government, Environmental, Safety & Sustainability
Flanagan, Timothy K
Timothy
K
Flanagan
Vice President, Corporate Controller & CAO
Graham, James D
James
D
Graham
Vice President & Chief Legal Counsel
McFadden, William J
William
J
McFadden
Vice President, Global Coal Sales
Mee, Terrence R.
Terrence
R
Mee
Vice President, Global Iron Ore Sales
Whiteford, Sean M
Sean
M
Whiteford
Vice President, Technical Operations
 
 
 
 
 
LaTendresse, Edward M
Edward
M
LaTendresse
General Manager




EXHIBIT D


AMENDED AND RESTATED TRUST AGREEMENT NO. 2

DIRECTORS

Gary B. Halverson
Susan M. Cunningham
Barry J. Eldridge
Mark E. Gaumond
Andrés R. Gluski
Susan M. Green
Janice K. Henry
James F. Kirsch
Stephen Johnson
Richard K. Riederer
Timothy W. Sullivan

John S. Brinzo
Ronald C. Cambre
Robert S. Colman
Ranko Cucuz
James D. Ireland III
G. Frank Joklik
E. Bradley Jones
Leslie Lazar Kanuk
Anthony A. Massaro
Francis R. McAllister
M. Thomas Moore
John C. Morley
Stephen B. Oresman
Roger Phillips
Alan Schwartz
Jeptha H. Wade
Alton W. Whitehouse