Exhibit 10(n)
CLEVELAND-CLIFFS INC
LONG-TERM PERFORMANCE SHARE PROGRAM
ARTICLE I
GENERAL
1.1 INCENTIVE EQUITY PLAN. The provisions of this Long-Term Performance Share Program
("Performance Share Program") shall supplement and operate under the provisions of the Cleveland-Cliffs Inc
("Company") 1992 Incentive Equity Plan ("1992 ICE Plan"), approved by the shareholders of the Company on
April 14, 1992, as may be amended from time to time, a copy of which 1992 ICE Plan is attached hereto as
Appendix A. Unless otherwise expressly qualified by the terms of this Performance Share Program, the
conditions contained in the 1992 ICE Plan shall be applicable to the Performance Share Program. In the event of
any conflict between the terms of this Performance Share Program and the 1992 ICE Plan, the 1992 ICE Plan
shall control.
1.2 PURPOSE. The purpose of the Performance Share Program is to align the interests of key executives and
managerial employees of the Company and its subsidiaries directly with the interests of the shareholders of the
Company in increasing the Company's long-term value and exceeding the performance of peer companies.
1
ARTICLE II
DEFINITIONS
All terms used herein with initial capital letters shall have the meanings assigned to them in Article I and the
following additional terms, when used herein with initial capital letters, shall have the following meanings:
2.1 "BOARD" shall have the meaning assigned thereto in the 1992 ICE Plan.
2.2 "CHANGE IN CONTROL" shall mean the date on which any of the following is effective:
(a). The Company shall merge into itself, or be merged or consolidated with, another corporation and as a result
of such merger or consolidation less than 70% of the outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation;
(b). The Company shall sell or otherwise transfer all