THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of March 9, 2004 is made and entered by
and between Cleveland-Cliffs Inc, an Ohio corporation (the "Company"), and Edward C. Dowling (the
WHEREAS, the Executive is a senior executive of the Company or one or more of its Subsidiaries and is
expected to make major contributions to the short- and long-term profitability, growth and financial strength of
WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a
Change in Control (as defined below) exists;
WHEREAS, the Company desires to assure itself of both present and future continuity of management and
desires to establish certain minimum severance benefits for certain of its senior executives, including the Executive,
applicable in the event of a Change in Control;
WHEREAS, the Company wishes to ensure that its senior executives are not practically disabled from
discharging their duties in respect of a proposed or actual transaction involving a Change in Control; and
WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in the
employ of the Company.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters:
(a) "Base Pay" means the Executive's annual base salary rate as in effect from time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means that, prior to any termination pursuant to
Section 3(b), the Executive shall have committed:
(i) and been convicted of a criminal violation involving fraud, embezzlement or theft in connection with his duties
or in the course of his employment with the Company or any Subsidiary;
(ii) intentional wrongful damage to property of the Company or any Subsidi