DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
This Director and Officer Indemnification Agreement ("AGREEMENT") is made as of July 10, 2001, by and
between Cleveland-Cliffs Inc, an Ohio corporation (the "COMPANY"), and David H. Gunning (the
"INDEMNITEE"), a Director and an officer of the Company.
A. The Indemnitee is presently serving as a Director and an officer of the Company and the Company desires the
Indemnitee to continue in such capacities. The Indemnitee is willing, subject to certain conditions including without
limitation the execution and performance of this Agreement by the Company, to continue serving in such
B. In addition to the indemnification to which the Indemnitee is entitled under the Regulations of the Company
(the "REGULATIONS"), the Company has obtained, at its sole expense, insurance protecting the Company and
its officers and Directors, including the Indemnitee, against certain losses arising out of actual or threatened
actions, suits, or proceedings to which such persons may be made or threatened to be made parties.
Accordingly, and in order to induce the Indemnitee to continue to serve in his present capacity, the Company and
the Indemnitee agree as follows:
1. CONTINUED SERVICE. The Indemnitee shall continue to serve, at the will of the Company or in
accordance with a separate contract, to the extent that such a contract is in effect at the time in question, as a
Director and an officer of the Company so long as he is duly elected and qualified in accordance with the
Regulations or until he resigns in writing in accordance with applicable law.
2. INITIAL INDEMNITY. (a) The Company shall indemnify the Indemnitee if or when he is a party or is
threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the
fact that he is or was a Director, o