Severance Pay Plan for
Key Employees of Cleveland-Cliffs Inc
1. GENERAL STATEMENT OF PURPOSE. With the high level of corporate acquisition and restructuring
activity over the past several years, employees are understandably concerned about their careers and their
personal financial security. As a result, even rumors of acquisitions and restructuring cause employees to consider
major career changes in an effort to assure financial security for themselves and their families.
This Severance Pay Plan for Key Employees of Cleveland-Cliffs Inc (the "Plan") is designed to assure fair
treatment of Key Employees (as defined below) in the event of a Change of Control (as defined below). In such
circumstances, it would permit Key Employees to make critical career decisions in an atmosphere free of time
pressure and financial uncertainty, increasing their willingness to remain with Cleveland-Cliffs Inc ("Cleveland-
Cliffs") notwithstanding the outcome of a possible Change of Control transaction.
2. EFFECTIVE AND TERMINATION DATES. This Plan shall be effective as of February 1, 1992 (the
"Effective Date"). The Plan will automatically terminate on January 1, 1995 (the "Termination Date"), if there has
been no Change of Control of Cleveland-Cliffs prior to such date.
a. Average Incentive Pay. The term "Average Incentive Pay" shall mean an amount which is the greater of (1) the
average amount of Incentive Pay awarded to the Key Employee for the three calendar years immediately prior to
the Key Employee's termination of employment, or (2) the amount of the most recent award of Incentive Pay.
b. Base Salary. The term "Base Salary" shall mean, with respect to each Key Employee, the annual base
compensation of such Key Employee at the rate in effect immediately prior to the Change of Control, or at such
higher rate as may be in effect immediately prior to the Key Employee's termination of employment.
c. Change of Control. The term "Change of Control" shall mean the occurren