EMPLOYMENT AND SEPARATION AGREEMENT
This EMPLOYMENT AND SEPARATION AGREEMENT ("Agreement") is entered into as of this 8th day of
April, 2003, by and between Cleveland-Cliffs Inc (the "Company") and Thomas J. O'Neil (the "Executive").
WHEREAS, the Company and the Executive have arrived at a satisfactory agreement regarding the basis upon
which the employment of the Executive with the Company will continue until his retirement; and
WHEREAS, the Company and the Executive desire to set forth in a written agreement the terms and provisions
of the continued employment and retirement of the Executive and certain benefits to be provided to the Executive
under certain circumstances;
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth in this
Agreement and for other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive agree as follows:
SECTION 1. CONTINUED EMPLOYMENT.
1.1 EMPLOYMENT AT WILL. The Company and the Executive agree that the employment of the Executive
has been and will continue to be "at will" such that the Executive can quit at any time without prior notice to the
Company and the Company can terminate the employment of the Executive at any time without prior notice to
1.2 EMPLOYMENT UNTIL JULY 1, 2003. Subject to the provisions of Section 1.1 hereof, the Company and
the Executive agree that it is intended that the Executive will continue in his current position of President and Chief
Operating Officer of the Company until July 1, 2003 at
the same level of compensation and benefits which currently apply to the Executive, except that the Board of
Directors may, in its discretion, grant an increase in base salary to the Executive at any time, and except that all
compensation programs and benefits programs applicable to the Executive can be amended or terminated by the
Company at any time.
1.3 EMPLOYMENT ON AND AFTER JULY 1, 2003. The