LONG-TERM PERFORMANCE SHARE PROGRAM
JANUARY 1, 1996
1. The Long-Term Performance Share Program ("Performance Share Program") operates under the Cleveland-
Cliffs Inc ("Company") 1992 Incentive Equity Plan ("1992 ICE Plan").
2. The Compensation and Organization Committee ("Committee") of the Board of Directors of the Company,
which Committee is composed of non-employee Directors, administers the Performance Share Program under
which performance shares ("Performance Shares") are awarded under the 1992 ICE Plan.
3. Pursuant to the 1992 ICE Plan, the Performance Share Program was approved in 1994 to further align the
interest of designated key management employees with the shareholders in increasing return on invested capital
and long-term shareholder value. The Performance Share Program provides the participants the opportunity to
receive Company Shares based on Company performance against specified objectives.
4. Under the Performance Share Program, the Committee authorizes awards of Performance Shares, which
become wholly or partially payable to the participant upon the achievement of specified Company objectives in
accordance with the following provisions:
a. Each award specifies the number of Performance Shares to which it pertains.
b. The performance period, normally a three-year period, with respect to each Performance Share is determined
by the Committee on the date of award, and may be subject to earlier termination in the event of a change in
control of the Company or other similar transaction or event.
c. Each award specifies the performance objectives of the Company and a minimum acceptable level of
achievement below which no payment will be made. Each award sets forth a formula for determining the amount
of any payment to be made if performance is at or above the minimum acceptable level and also specifies the
maximum amount of any payment to be made. The Committee may adjust the objectives in certain circumstance