Severance Pay Plan

 

                                                                   Exhibit 10(x)

                             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.

3.   DEFINITIONS.

     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
          occurrence of any of the following events:

          (1)  Cleveland-Cliffs 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 Cleveland-Cliffs as the same shall have existed
          immediately prior to such merger or consolidation;

          (2)  Cleveland-Cliffs shall sell or transfer to one or more persons,
          corporations or entities, in a single transaction or a series of
          related transactions, more than one-half of the assets accounted for
          on the Statement of Consolidated Financial Position of
          Cleveland-Cliffs as "properties" or "investments in associated
          companies" (or such replacements for these accounts as may be adopted
          from time to time) unless by an affirmative vote of two-thirds of the
          members of the Board of Directors, the transaction or transactions are
          exempted from the operation of this provision based on a good faith
          finding that the transaction or transactions are not within the
          intended scope of this definition for purposes of this instrument;

          (3)  A person, within the meaning of Section 3(a)(9) or of Section
          13(d)(3) (as in effect on the date hereof) of the Securities Exchange
          Act of 1934, shall become the beneficial owner (as defined in Rule
          13d-3 of the Securities and Exchange Commission pursuant to the
          Securities Exchange Act of 1934) of 30% or more of the outstanding
          voting securities of Cleveland-Cliffs (whether directly or
          indirectly); or

          (4)  During any period of three consecutive years, including, without
          limitation, the year 1991, individuals who at the beginning of any
          such period constitute the Board of Directors of Cleveland-Cliffs
          cease, for any reason, to constitute at least a majority thereof,
          unless the election, or the nomination for election by the
          shareholders of Cleveland-Cliffs, of each Director first elected
          during any such period was approved by a vote of at least one-third of
          the Directors of Cleveland-Cliffs who are Directors of
          Cleveland-Cliffs on the date of the beginning of any such period.

     d.   Committee. The term "Committee" shall mean the Compensation Committee
          of the Board of Directors of Cleveland-Cliffs.

     e.   Company. The term "Company" shall mean, with respect to a Key
          Employee, Cleveland-Cliffs or the Selected Affiliate which pays such
          Key Employee's compensation.

     f.   For Cause. The term "For Cause" shall mean an act that is materially
          inimical to the best interests of the Company and that constitutes on
          the part of the Key Employee common law fraud, a felony, or other
          gross malfeasance of duty.

     g.   Incentive Pay. The term "Incentive Pay" shall mean the annual
          compensation and awards allocated to a Key Employee pursuant to any
          incentive compensation plans and arrangements of the Company
          including, but not limited to, the Incentive Bonus Plan and the 1987
          Incentive Equity Plan.

     h.   Industry Service and Credited Years of Industry Service. The term
          "Industry Service" shall mean professionally related service, prior to
          the Key Employee's employment by the Company, by a Key Employee as an
          employee within the iron and steel industry or an industry to which
          such Key Employee's position with the Company relates. A Key Employee
          shall be given credit for one year of Industry Service for every two
          years of service with the Company, as designated in the case of each
          Key Employee in writing by, or in minutes of the actions of, the
          Committee, and such years of credited Industry Service shall be
          defined as "Credited Years of Industry Service".

     i.   Key Employee. The term "Key Employee" shall mean any employee of the
          Company who, at the time of the Change of Control, holds a position as
          (1) a Senior Vice President, Vice President or Secretary of
          Cleveland-Cliffs, or (2) a mine manager. Notwithstanding the
          foregoing, employees who would otherwise be Key Employees shall not be
          Key Employees for purposes of this Plan if they have entered into an
          Employment Agreement or similar arrangement with the Company providing
          for the payment of severance compensation in specified circumstances
          following a Change of Control. In addition, Key Employee shall include
          such other employees of the Company as shall be designated in writing
          by, or in minutes of the actions of, the Committee.

     j.   Selected Affiliate. The term "Selected Affiliate" means (1) any
          corporation in an unbroken chain of corporations beginning with
          Cleveland-Cliffs if each of the corporations other than the last
          corporation in the chain owns or controls, directly or indirectly,
          stock possessing not less than 50 percent of the total combined voting
          power of all classes of stock in one of the other corporations, or (2)
          any partnership or joint venture in which one or more of such
          corporations is a partner or venturer, each of which shall be selected
          by the Committee. 

     k.   Supplemental Retirement Plan or SRP. The term "Supplemental Retirement
          Plan" or "SRP" shall mean the Cleveland-Cliffs Inc Supplemental
          Retirement Benefit Plan (As Amended and Restated Effective January 1,
          1991).

4.   ELIGIBILITY UNDER THIS PLAN.

     a.   Subject to the limitations described below, this Plan applies to Key
          Employees who are employed on the date that a Change of Control
          occurs. The Company reserves the right, at any time prior to the
          occurrence of a Change of Control, to amend, modify, change or
          terminate this Plan with or without notice or any liability to Key
          Employees. This Plan shall not be amended, modified, changed or
          terminated after the occurrence of a Change of Control without the
          written consent of each Key Employee.

     b.   A Key Employee will be eligible for Severance Compensation and other
          benefits under this Plan if, within three years after the occurrence
          of a Change of Control:

          (1)  The Key Employee's employment with the Company is terminated by
               the Company other than For Cause.

          (2)  The Key Employee voluntarily terminates his or her employment
               with the Company following the occurrence of any of the following
               events:

               (i)  The failure to elect, reelect or otherwise maintain the Key
                    Employee in the office or position in the Company which the
                    Key Employee held immediately prior to the Change of
                    Control;

               (ii) A reduction in the Key Employee's Base Salary in effect
                    immediately prior to the Change of Control, or a reduction
                    in the Key Employee's opportunity for Incentive Pay
                    (including, but not limited to, a reduction in the target
                    bonus percentage applicable to the Key Employee immediately
                    prior to the Change of Control) or a reduction or
                    termination of any benefits described in Section 5.b. hereof
                    to which the Key Employee was entitled immediately prior to
                    the Change of Control;

              (iii) A determination by the Key Employee made in good faith that
                    as a result of the Change of Control and a change in
                    circumstances thereafter significantly affecting his or her
                    position, including without limitation a change in the scope
                    of the business or other activities for which he or she was
                    responsible immediately prior to the Change of Control, he
                    or she has been rendered substantially unable to carry out,
                    has been substantially hindered in the performance of, or
                    has suffered a substantial reduction in, any of the
                    authorities, powers, functions, responsibilities or duties
                    attached to the position held by the Key Employee
                    immediately prior to the Change of Control;

              (iv)  The liquidation, dissolution, merger, consolidation or
                    reorganization of Cleveland-Cliffs or the transfer of all or
                    a significant portion of its business and/or assets, unless
                    the successor or successors (by liquidation, merger,
                    consolidation, reorganization or otherwise) to which all or
                    a significant portion of its business and/or assets have
                    been transferred (directly or by operation of law) shall
                    have assumed all duties and obligations of the Company under
                    this Plan pursuant to Section 15 hereof; or

               (v)  The Company relocates its principal executive offices,
                    requires the Key Employee to change his or her principal
                    location of work to any location which is in excess of 25
                    miles from the location thereof immediately prior to the
                    Change of Control, or requires the Key Employee to travel
                    away from his or her office in the course of discharging his
                    or her responsibilities or duties hereunder significantly
                    more (in terms of either consecutive days or aggregate days
                    in any calendar year) than was required of him or her prior
                    to the Change of Control, without, in any case, his or her
                    prior written consent.

5.   SEVERANCE COMPENSATION.

     a.   Severance Pay. Each Key Employee who is terminated in accordance with
          Section 4.b. shall, within five business days after such termination:

     (1)  Receive severance pay from the Company in a lump sum payment (the
          "Severance Payment") in an amount equal to the present value (using a
          discount rate prescribed for purposes of valuation computations under
          Section 280G of the Internal Revenue Code of 1986 as amended (the
          "Code") or any successor provision thereto or if no such rate is so
          prescribed, a rate equal to the then applicable interest rate
          prescribed by the Pension Benefit Guaranty Corporation for benefit
          valuations in connection with non-multiemployer pension plan
          terminations assuming the immediate commencement of benefit payments
          (the "Discount Rate") equivalent to:

          (i)  For a Key Employee who is a corporate officer of Cleveland-Cliffs
               at the senior vice presidential level or higher, the sum of his
               or her Base Salary multiplied by two plus his or her Average
               Incentive Pay multiplied by two.

          (ii) For a Key Employee other than one described in subparagraph
               a.(1)(i) of this Section 5, the sum of his or her Base Salary
               multiplied by one plus his or her Average Incentive Pay
               multiplied by one.

     (2)  Receive from the Company a lump sum payment (the "SRP Payment") in an
          amount equal to the sum of the future pension benefits (converted to a
          lump sum of actuarial equivalence) which the Key Employee would have
          been entitled to receive under the SRP, as the same may be further
          amended prior to a Change of Control and as modified by Section 6
          hereof (assuming Base Salary at the rate in effect immediately prior
          to the termination of employment and Incentive Pay equivalent to the
          amount of Average Incentive Pay), if the Key Employee had remained in
          the full-time employment of the Company until the expiration of the
          third anniversary of the occurrence of the Change of Control.

          The calculation of the SRP Payment and its actuarial equivalence shall
          be made as of the date the Key Employee is terminated. The lump sum of
          actuarial equivalence shall be calculated as of the third anniversary
          of the occurrence of the Change of Control using the assumptions and
          factors used in the SRP, and such sums shall be discounted to the date
          of payment using the Discount Rate. 

          Payment of the SRP Payment by the Company shall be deemed to be a
          satisfaction of all obligations of the Company to the Key Employee
          under the SRP.

b.   Health and Life Benefits. Each Key Employee who is terminated in accordance
     with Section 4.b., and his or her eligible dependents, will receive
     continued health and life insurance benefits as follows:

     (1)  A Key Employee described in Section 5.a.(1)(i) will be covered under
          the health and life insurance plans that covered him or her
          immediately before the date of termination until the earlier of (i)
          the expiration of the second anniversary of the date of termination,
          or (ii) the date upon which the Key Employee becomes eligible for
          health and life insurance benefits as a result of subsequent
          employment.

     (2)  A Key Employee described in Section 5.a.(1)(ii) will be covered
          under the health and life insurance plans that covered him or her
          immediately before the date of termination until the earlier of (i)
          the expiration of the first anniversary of the date of termination or
          (ii) the date upon which the Key Employee becomes eligible for health
          and life insurance benefits as a result of subsequent employment.

c.   Welfare Benefit Continuation Following Termination. Each Key Employee who
     is terminated in accordance with Section 4.b. hereof shall, upon the
     earlier to occur of (1) the date upon which the Key Employee would have
     otherwise reached 30 years of continuous service with the Company but for
     his or her termination of employment after the Change of Control, or (2)
     the date upon which the sum of the Key Employee's years of continuous
     service with the Company that the Key Employee would have attained as of
     the third anniversary of the Change of Control (but for his or her
     termination of employment) and the Key Employee's Credited Years of
     Industry Service (as defined in Section 3.h. hereof), is equal to 30 years,
     receive the following post-retirement welfare benefits:

          (i)  medical, hospital, surgical and prescription drug coverage,
               equivalent to that presently furnished by the Company to officers
               who retire after January 1, 1990 for the lifetime of the Key
               Employee and the lifetime of his or her spouse, and to the Key
               Employee's eligible dependents for their periods of eligibility,
               through insurance or otherwise;

          (ii) life insurance on the Key Employee, to the Key Employee during
               his or her retirement, equivalent to that presently furnished by
               the Company to officers who retire after January 1, 1990; and

         (iii) without otherwise limiting the purposes or effect of this
               Section 5.c. hereof, welfare benefits payable to the Key Employee
               or his or her spouse or dependents pursuant to this Section 5.c.
               shall be reduced to the extent comparable welfare benefits are
               payable pursuant to Section 5.b. hereof or are actually received
               by the Key Employee or his or her spouse or dependents from
               another employer of the Key Employee.

     d.   Stock Options and Restricted Stock. Upon a Key Employee's termination
          in accordance with Section 4.b., all stock options granted under the
          1979 Restricted Stock Plan, the 1987 Incentive Equity Plan, the 1992
          Incentive Equity Plan, or any successor plan or similar plan, shall be
          vested, and the restrictions on any restricted stock awarded under the
          1979 Restricted Stock Plan, the 1987 Incentive Equity Plan, the 1992
          Incentive Equity Plan, or any successor plan or similar plan, shall be
          released.

     e.   Outplacement Counseling. Each Key Employee who is terminated in
          accordance with Section 4.b. shall be reimbursed by the Company for
          reasonable expenses incurred for outplacement counseling (1) which are
          pre-approved by Cleveland-Cliffs Chief Human Resources Officer, (2)
          which do not exceed 15% of the Key Employee's Base Salary, and (3)
          which are incurred by the Key Employee within six months following
          such termination.

     f.   Calculation. The calculation of all payments of compensation and other
          benefits to be provided to each affected Key Employee under this Plan
          shall be made by Hewitt Associates ("Hewitt"), or such other actuarial
          firm selected by Cleveland-Cliffs' independent accountants and
          satisfactory to each affected Key Employee. The Company shall provide
          to such actuarial firm all information requested by such actuarial
          firm as necessary for or helpful to it to make the calculations
          hereunder.

6.   SUPPLEMENTAL RETIREMENT BENEFIT PLAN. The Company hereby waives the
     discretionary right, at any time subsequent to the date of a Change of
     Control, to amend or terminate the SRP as to the Key Employee as provided
     in paragraph 8 

     thereof or to terminate the rights of the Key Employee or his or her
     beneficiary under the SRP in the event the Key Employee engages in a
     competitive business as provided in any plan or arrangement between the
     Company and the Key Employee, including but not limited to, provisions of
     paragraph 4 of the SRP, or any similar provisions of any such plan or
     arrangement or other plan or arrangement supplementing or superseding the
     same. The Company agrees that in consideration for each Key Employee's
     continuing to perform services for the Company, this Section 6 shall
     constitute a "Supplemental Agreement", as defined in paragraph 1.K of the
     SRP, between the Company and each such Key Employee. If, within three years
     after the occurrence of a Change of Control, (1) the Company shall
     terminate the Key Employee's employment other than For Cause, or (2) the
     Key Employee shall terminate his or her employment pursuant to Section
     4.b.(2) hereof, for purposes of computing the Key Employee's period of
     continuous service and of calculating and paying his or her benefit under
     the SRP:

     a.   The Key Employee shall be credited with years of continuous service at
          the time of his or her termination of employment with the Company (by
          death or otherwise) equal to the number of years of continuous service
          he or she would have had if he or she had continued his or her
          employment with the Company until the expiration of the third
          anniversary of the occurrence of the Change of Control, and had he or
          she attained his or her chronological age at the expiration of the
          third anniversary of the occurrence of the Change of Control. In
          addition, the Key Employee shall be eligible for a 30-year pension
          benefit based upon his or her years of continuous service as computed
          under the preceding sentence. The Key Employee shall be eligible to
          commence the 30-year pension benefit on the earlier of (1) the date
          upon which the Key Employee would have otherwise reached 30 years of
          continuous service with Cleveland-Cliffs and any Selected Affiliate
          but for his or her termination of employment after the Change of
          Control, or (2) the date upon which the sum of the Key Employee's
          years of continuous service (as computed in the first sentence of this
          subparagraph a.) and his or her Credited Years of Industry Service (as
          defined in Section 3.h. hereof) is equal to 30 years.

     b.   The Key Employee shall be a "Participant" in the SRP, notwithstanding
          any limitations therein.

A copy of the SRP is attached to this Agreement as Exhibit A. The SRP is
incorporated in all respects herein; provided, however, that the terms of this
Agreement shall take precedence to the extent they are contrary to provisions
contained in the SRP.

7.   LIMITATION AND INDEMNIFICATION.

     a.   Notwithstanding anything in this Plan to the contrary, the Company
          shall not be obligated to pay to any Key Employee any amount of money,
          or provide the Key Employee with any benefits, which are in excess of
          the then maximum amount which the Company can deduct for Federal
          income tax purposes.

     b.   Without limiting the generality of paragraph a. of this Section 7, if
          any Key Employee is a "disqualified individual", as defined in Section
          280G(c) of the Code, the present value of payments under this Plan
          made to the Key Employee shall not in the aggregate be greater than
          the excess, if any, of (1) 299% of the Key Employee's "base amount",
          as determined under Section 280G of the Code, or any successor
          provision thereto, over (2) the aggregate present value of all
          payments in the nature of compensation (other than the payments under
          this Agreement) to or for the Key Employee's benefit that are
          considered "contingent on a change" in ownership or control of the
          Company as determined under Section 280G(b)(2) of the Code, or any
          successor provision thereto. If the application of the preceding
          sentence should require a reduction in benefits, such reduction shall
          be implemented first, by reducing any non-cash benefits to the extent
          necessary, and second, by reducing any cash benefits to the extent
          necessary. In each case, the reductions shall be made starting with
          the latest payment or benefit. In no event, however, will any benefit
          be reduced to the extent such benefit is specifically excluded by
          Section 280G(b) of the Code as a "parachute payment" or as an "excess
          parachute payment". Any decisions regarding the requirement or
          implementation of such reductions shall be made by Jones, Day, Reavis
          & Pogue or such other tax counsel selected by the Company's
          independent accountants and acceptable to the Executive.

     c.   Unless otherwise prohibited by applicable law, if, notwithstanding the
          application of paragraph b. of this Section 7, an amount paid to the
          Key Employee under this Plan is subject to the excise tax imposed by
          Section 4999 of the Code, or any successor provision thereto, the
          Company shall pay to the Key Employee an additional amount in cash
          (the "Additional Payment") equal to the amount necessary to cause the
          aggregate remuneration received by the Key Employee under this Plan,
          including such additional cash payment (net of all federal, state and
          local income taxes and all taxes payable as the result of the
          application of Sections 280G and 4999 of the Code or

          any successor provision thereto) to be equal to the aggregate
          remuneration the Key Employee would have received, excluding such
          Additional Payment (net of all federal, state and local income taxes),
          as if Section 280G and 4999 (and any successors thereto) had not been
          enacted into law.

8.   MITIGATION. A Key Employee shall not be required to mitigate the amount of
     any payment or benefit provided for in this Plan by seeking other
     employment or otherwise.

9.   TIMING OF SEPARATION PAY, ETC. Separation Pay and the Additional Payment
     are not included as earnings for the purpose of calculating benefits under
     any employee benefit plan of the Company. The Separation Pay and the
     Additional Payment shall not be made from any benefit plan funds, and shall
     constitute an unfunded unsecured obligation of the Company. Separation Pay
     and the Additional Payment shall be paid in a lump sum on the date of
     termination or promptly thereafter. Upon the request of the Key Employee
     and at the option of the Company, Separation Pay may be paid in two equal
     installments with the first installment to be made at the time of
     termination, and the second installment to be made on the January 1st
     immediately after the date of termination. Separation Pay and the
     Additional Payment shall be net of any income, excise or employment taxes
     which are required to be withheld from such payment.

10.  CONFIDENTIALITY AND COMPETITIVE ACTIVITY. Payment of the severance pay and
     benefits set forth in Sections 5 and 6 hereof to a Key Employee is
     conditioned upon the Key Employee agreeing in writing with the Company
     that:

     a.   All trade secrets, customer lists, and other confidential business
          information are the exclusive property or the Company, and the Key
          Employee shall not at any time directly or indirectly reveal or cause
          to be revealed to any person or entity such trade secrets, customer
          lists and other confidential business information obtained as a result
          of the Key Employee's employment or relationship with the Company.

     b.   For a period of twelve (12) months from and after any termination of
          employment following a Change of Control, the Key Employee shall not
          become an officer, director, joint venturer, employee, consultant,
          5-percent or more shareholder (directly or indirectly) of, or promote
          or assist (financially or otherwise), any entity which competes in any
          business in which the Company or any of its affiliates are engaged as
          of the date of the Change of Control. For this purpose, business is
          defined as the iron and steel industry.

11.  RELEASE. Payment of the severance pay and benefits set forth in Sections 5
     and 6 hereof to a Key Employee is conditioned upon the Key Employee
     executing and delivering a release satisfactory to the Company releasing
     Cleveland-Cliffs and each Selected Affiliate from any and all claims,
     demands, damages, actions and/or causes of action whatsoever, which he or
     she may have had on account of the termination of his or her employment,
     including, but not limited to claims of discrimination, including on the
     basis of sex, race, age, national origin, religion, or handicapped status
     (with all applicable periods during which the Key Employee may revoke the
     release or any provision thereof having expired), and any and all claims,
     demands and causes of action for retirement (other than under the Pension
     Plan for Salaried Employees of Cleveland-Cliffs Inc or under any "welfare
     benefit plan" of the Company (as the term "welfare benefit plan" is defined
     in Section 3(1) of the Employee Retirement Income Security Act of 1974, as
     amended)), severance or other termination pay, and because, pursuant to
     Section 5.a, the Key Employee is entitled to lump sum payments of Incentive
     Pay and benefits under the SRP, under the SRP and under the incentive
     compensation plans and arrangements of the Company described in Section
     3.d. Such release shall not, however, apply to the ongoing obligations of
     the Company arising under this Plan, or rights of indemnification the Key
     Employee may have under Cleveland-Cliffs' Regulations or by contract or by
     statute.

12.  LEGAL FEES AND EXPENSES.

     a.   It is the intent of the Company that no Key Employee be required to
          incur the expenses associated with the enforcement of his or her
          rights under this Plan by litigation or other legal action because the
          cost and expense thereof would substantially detract from the benefits
          intended to be extended to the Key Employee hereunder. Accordingly, if
          it should appear to the Key Employee that the Company has failed to
          comply with any of its obligations under this Plan or in the event
          that the Company or any other person takes any action to declare this
          Plan void or unenforceable, or institutes any litigation designed to
          deny, or to recover from, the Key Employee the benefits intended to be
          provided to the Key Employee hereunder, the Company irrevocably
          authorizes the Key Employee from time to time to retain counsel of his
          or her choice, at the expense of the Company as hereafter provided, to
          represent the Key Employee in connection with the initiation or
          defense of any litigation or other legal action, whether by or against
          the Company or any Director, officer, stockholder or other person
          affiliated with the Company in any jurisdiction. 

          Notwithstanding any existing or prior attorney-client relationship
          between the Company and such counsel, the Company irrevocably consents
          to the Key Employee's entering into an attorney-client relationship
          with such counsel, and in that connection the Company and the Key
          Employee agree that a confidential relationship shall exist between
          the Key Employee and such counsel. The Company shall pay or cause to
          be paid and shall be solely responsible for any and all attorneys' and
          related fees and expenses incurred by the Key Employee as a result of
          the Company's failure to perform under this Plan or any provision
          hereof or as a result of the Company or any person contesting the
          validity or enforceability of this Plan or any provision hereof as
          aforesaid; or as a result of the Company or any person contesting the
          validity or enforceability of this Plan or any provision thereof.

     b.   To ensure that the provisions of this Plan can be enforced by the Key
          Employee, a trust arrangement ("Trust No. 2") has been established
          between Ameritrust Company National Association, as Trustee
          ("Trustee"), and Cleveland-Cliffs. The Trust Agreement No. 2 ("Trust
          Agreement No. 2") dated October 28, 1987, as amended and/or restated,
          between the Trustee and Cleveland-Cliffs is attached as Exhibit B and
          shall be considered a part of this Plan and shall set forth the terms
          and conditions relating to payment under Trust Agreement No. 2 for
          attorneys' fees and related fees and expenses pursuant to Section
          12.a. hereof owed by the Company. The Key Employee shall make demand
          on the Company for any payments due the Key Employee pursuant to
          Section 12.a. hereof prior to making demand therefor on the Trustee
          under Trust Agreement No. 2. Payments by such Trustee shall discharge
          the Company's liability under Section 12.a. hereof only to the extent
          that trust assets are used to satisfy such liability.

     c.   Upon the earlier to occur of (1) a Change of Control or (2) a
          declaration by the Board of Directors of Cleveland-Cliffs that a
          Change of Control is imminent, Cleveland-Cliffs shall promptly to the
          extent it has not previously done so, and in any event within five (5)
          business days, transfer to the Trustee to be added to the principal of
          the Trust under Trust Agreement No. 2 the sum of TWO HUNDRED FIFTY
          THOUSAND DOLLARS ($250,000) less any principal in such Trust as of the
          date of such transfer. Any payments of attorneys' and related fees and
          expenses by the Trustee pursuant to Trust Agreement No. 2 shall, to
          the extent thereof, discharge the Company's obligation hereunder, it
          being the intent of Cleveland-Cliffs that assets in such 

          Trust be held as security for the Company's obligation under Section
          12.a. hereof. The Key Employee understands and acknowledges that the
          entire corpus of the Trust under Trust Agreement No. 2 will be
          $250,000 and that said amount will be available to discharge not only
          the obligations of the Company to the Key Employee under Section 12.a.
          hereof, but also similar obligations of the Company to other employees
          under similar provisions.

13.  EMPLOYMENT RIGHTS. Nothing expressed or implied in this Plan shall create
     any right or duty on the part of the Company or the Key Employee to have
     the Key Employee remain in the employment of the Company at any time prior
     to a Change of Control. The Key Employee is an employee at will, and
     following a Change of Control the Company may terminate him or her at any
     time for any reason if the Company pays the Severance Compensation provided
     for under Section 5 of this Plan.

14.  WITHHOLDING OF TAXES. The Company may withhold from any amounts payable
     under this Plan all federal, state, city or other taxes as shall be
     required pursuant to any law or government regulation or ruling.

15.  SUCCESSORS AND BINDING EFFECT.

     a.   The Company shall require any successor, (including without limitation
          any persons acquiring directly or indirectly all or substantially all
          of the business and/or assets of the Company whether by purchase,
          merger, consolidation, reorganization or otherwise, and such successor
          shall thereafter be deemed the Company for the purposes of this Plan),
          to assume and agree to perform the obligations under this Plan in the
          same manner and to the same extent the Company would be required to
          perform if no such succession had taken place. This Plan shall be
          binding upon and inure to the benefit of the Company and any successor
          to the Company, but shall not otherwise be assignable, transferable or
          delegable by the Company.

     b.   The rights under this Plan shall inure to the benefit of and be
          enforceable by the Key Employee's personal or legal representatives,
          executors, administrators, successors, heirs, distributees and/or
          legatees.

     c.   The rights under this Plan are personal in nature and neither the
          Company nor any Key Employee shall, without the consent of the other,
          assign, transfer or delegate this Plan or any rights or obligations
          hereunder except as expressly provided in this Section 15. Without
          limiting the generality of the foregoing,

          a Key Employee's right to receive payments hereunder shall not be
          assignable, transferable or delegable, whether by pledge, creation of
          a security interest or otherwise, other than by a transfer by his or
          her will or by the laws of descent and distribution and, in the event
          of any attempted assignment or transfer contrary to this Section 15,
          the Company shall have no liability to pay any amount so attempted to
          be assigned, transferred or delegated.

     d.   The obligation of the Company to make payments and/or provide benefits
          hereunder shall represent an unsecured obligation of the Company.

     e.   The Company and each Key Employee recognize that each party will have
          no adequate remedy at law for breach by the other of any of the
          agreements contained herein and, in the event of any such breach, the
          Company and each Key Employee hereby agree and consent that the other
          shall be entitled to a decree of specific performance, mandamus or
          other appropriate remedy to enforce performance of obligations under
          this Plan.

16.  GOVERNING LAW. The validity, interpretation, construction and performance
     of this Plan shall be governed by the laws of the State of Ohio, without
     giving effect to the principles of conflict of laws of such State.

17.  VALIDITY. If any provision of this Plan or the application of any provision
     hereof to any person or circumstance is held invalid, unenforceable or
     otherwise illegal, the remainder of this Plan and the application of such
     provision to any other person or circumstances shall not be affected, and
     the provision so held to be invalid, unenforceable or otherwise illegal
     shall be reformed to the extent (and only to the extent) necessary to make
     it enforceable, valid and legal.

18.  CAPTIONS. The captions in this Plan are for convenience of reference only
     and do not define, limit or describe the scope or intent of this Plan or
     any part hereof and shall not be considered in any construction hereof.

19.  ADMINISTRATION OF PLAN.

     a.   In General. The Plan shall be administered by Cleveland-Cliffs, which
          shall be the named fiduciary under the Plan. Cleveland-Cliffs shall
          have the sole and absolute discretion to interpret where necessary all
          provisions of the Plan (including, without limitation, by supplying
          omissions from, correcting deficiencies in, or resolving
          inconsistencies or ambiguities in, the language of the Plan), to

          determine the rights and status under the Plan of Key Employees or
          other persons, to resolve questions or disputes arising under the plan
          and to make any determinations with respect to the benefits payable
          hereunder and the persons entitled thereto as may be necessary for the
          purposes of the Plan. Without limiting the generality of the
          foregoing, Cleveland-Cliffs is hereby granted the authority (1) to
          determine whether a particular employee is a "Key Employee" under the
          Plan, and (2) to determine whether a particular Key Employee is
          eligible for Severance Compensation and other benefits under the Plan.

     b.   Delegation of Duties. Cleveland-Cliffs may delegate any of its
          administrative duties, including, without limitation, duties with
          respect to the processing, review, investigation, approval and payment
          of Severance Compensation and Additional Payments, to a named
          administrator or administrators.

     c.   Regulations. Cleveland-Cliffs shall promulgate any rules and
          regulations it deems necessary in order to carry out the purposes of
          the Plan or to interpret the terms and conditions of the Plan;
          provided, however, that no rule, regulation or interpretation shall be
          contrary to the provisions of the Plan.

     d.   Claims Procedure. Cleveland-Cliffs shall determine the rights of any
          employee of the Company to any Severance Compensation or an Additional
          Payment hereunder. Any employee or former employee of the Company who
          believes that he or she is entitled to receive Severance Compensation
          or an Additional Payment under the Plan, including other than that
          initially determined by Cleveland-Cliffs, may file a claim in writing
          with the Cleveland-Cliffs' Chief Human Resources Officer.
          Cleveland-Cliffs shall, no later than 90 days after the receipt of a
          claim, either allow or deny the claim by written notice to the
          claimant. If a claimant does not receive written notice of
          Cleveland-Cliffs' decision on his or her claim within such 90-day
          period, the claim shall be deemed to have been denied in full.

          A denial of a claim by Cleveland-Cliffs, wholly or partially, shall be
          written in a manner calculated to be understood by the claimant and
          shall include:

          (1)  the specific reason or reasons for the denial;

          (2)  specific reference to pertinent Plan provisions on which the
               denial is based;

     (3)  a description of any additional material or information necessary for
          the claimant to perfect the claim and an explanation of why such
          material or information is necessary; and

     (4)  an explanation of the claim review procedure.

     A claimant whose claim is denied (or his or her duly authorized
     representative) may, within 30 days after receipt of denial of his or her
     claim, request a review of such denial by Cleveland-Cliffs by filing with
     the Secretary of Cleveland-Cliffs a written request for review of his or
     her claim. If the claimant does not file a request for review with
     Cleveland-Cliffs within such 30-day period, the claimant shall be deemed to
     have acquiesced in the original decision of the Company on his or her
     claim. If a written request for review is so filed within such 30-day
     period, Cleveland-Cliffs shall conduct a full and fair review of such
     claim. During such full review, the claimant shall be given the opportunity
     to review documents that are pertinent to his or her claim and to submit
     issues and comments in writing and, if he or she requests a hearing, to
     present his or her case in person at a hearing scheduled by
     Cleveland-Cliffs. Cleveland-Cliffs shall notify the claimant of its
     decision on review within 60 days after receipt of a request for review.
     Notice of the decision on review shall be in writing. If the decision on
     review is not furnished to the claimant within such 60-day period, the
     claim shall be deemed to have been denied on review.

e.   Revocability of Action. Any action taken by Cleveland-Cliffs with respect
     to the rights or benefits under the Plan of any employee shall be revocable
     by Cleveland-Cliffs as to payments or distributions not yet made to such
     person, and acceptance of Severance Compensation or an Additional Payment
     under the Plan constitutes acceptance of and agreement to Cleveland-Cliffs
     making any appropriate adjustments in future payments or distributions to
     such person to offset any excess or underpayment previously made to him or
     her.

f.   Execution of Receipt. Upon receipt of any Severance Compensation or an
     Additional Payment hereunder, Cleveland-Cliffs reserves the right to
     require any Key Employee to execute a receipt evidencing the amount and
     payment of such Severance Compensation and/or Additional Payment.

 8266Q

                         Exhibits Intentionally Omitted 

Basic Info X:

Name: Severance Pay Plan
Type: Severance Pay Plan
Date: March 26, 1997
Company: CLIFFS NATURAL RESOURCES INC.
State: Ohio

Other info:

Date:

  • February 1 , 1992
  • January 1 , 1995
  • January 1 , 1991
  • January 1 , 1990
  • January 1st
  • 12 12 11
  • October 28 , 1987

Organization:

  • Change of Control of Cleveland-Cliffs
  • Statement of Consolidated Financial Position of Cleveland-Cliffs
  • Securities and Exchange Commission
  • Compensation Committee of the Board of Directors of Cleveland-Cliffs
  • Pension Benefit Guaranty Corporation
  • Welfare Benefit Continuation Following Termination
  • Stock Options and Restricted Stock
  • Cleveland-Cliffs Chief Human Resources Officer
  • Credited Years of Industry Service
  • Reavis & Pogue
  • Ameritrust Company National Association
  • Change of Control the Company
  • State of Ohio
  • Delegation of Duties
  • Severance Compensation and Additional Payments
  • Revocability of Action

Money:

  • $ 250,000

Percent:

  • 70 %
  • 30 %
  • 50 percent
  • 15 %
  • 299 %