10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to              .
Commission File Number: 1-8944

CLEVELAND-CLIFFS INC

(Exact name of registrant as specified in its charter)

Ohio	1-8944	34-1464672
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1100 Superior Avenue, Cleveland, Ohio 44114-2589

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (216) 694-5700

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x        NO o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES x        NO o

As of July 24, 2003, there were 10,322,352 Common Shares (par value $1.00 per share) outstanding.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	ITEM 1 — FINANCIAL INFORMATION
		STATEMENT OF CONSOLIDATED OPERATIONS
		STATEMENT OF CONSOLIDATED FINANCIAL POSITION
		STATEMENT OF CONSOLIDATED CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	Item 2. Changes in Securities and Use of Proceeds
	Item 4. Submission of Matters to Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
Exhibit 4(A)
Exhibit 10(A)
Exhibit 31(A)
Exhibit 31(B)
Exhibit 32(A)
Exhibit 32(B)

TABLE OF CONTENTS

Page No.
		PART I — FINANCIAL INFORMATION
		Item 1 – Financial Information
	2		Statement of Consolidated Operations Three Months Ended June 30, 2003 and 2002 Six Months Ended June 30, 2003 and 2002
	3		Statement of Consolidated Financial Position June 30, 2003 and December 31, 2002
	4		Statement of Consolidated Cash Flows Six Months Ended June 30, 2003 and 2002
	5		Notes to Consolidated Financial Statements
	11	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
	19	Item 3 – Qualitative and Quantitative Disclosures About Market Risk
	19	Item 4 – Controls and Procedures
		PART II – OTHER INFORMATION AND SIGNATURES
	21	Item 2 – Changes in Securities and Use of Proceeds
	21	Item 4 – Submission of Matters to Vote of Security Holders
	22	Item 6 – Exhibits and Reports on Form 8-K
	22	Signature
	23	Exhibit Index

PART I — ITEM 1 — FINANCIAL INFORMATION

CLEVELAND-CLIFFS INC AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED OPERATIONS

				(In Millions,						(In Millions,
				Except Per						Except Per
				Share Amounts)						Share Amounts)
				Three Months Ended						Six Months Ended
				June 30						June 30
				2003			2002			2003			2002
REVENUES
	Product sales and services
		Iron ore		$	172.0		$	135.9		$	294.9		$	183.8
		Freight and minority interest			34.9			16.7			63.1			23.8
			Total product sales and services		206.9			152.6			358.0			207.6
	Royalties and management fees				2.3			3.3			4.6			4.6
		Total operating revenues			209.2			155.9			362.6			212.2
	Interest income				2.5			.9			5.2			2.0
	Other income				2.0			2.6			7.4			5.9
		Total Revenues			213.7			159.4			375.2			220.1
COSTS AND EXPENSES
	Cost of goods sold and operating expenses				224.8			153.0			375.8			222.1
	Administrative, selling and general expenses				4.5			6.8			9.4			10.8
	Interest expense				1.3			2.0			2.5			3.9
	Other expenses				5.2			1.8			6.3			3.1
		Total Costs and Expenses			235.8			163.6			394.0			239.9
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES					(22.1	)		(4.2	)		(18.8	)		(19.8	)
INCOME TAXES (CREDIT)					(.9	)		(6.2	)		.2			(12.9	)
INCOME (LOSS) FROM CONTINUING OPERATIONS					(21.2	)		2.0			(19.0	)		(6.9	)
LOSS FROM DISCONTINUED OPERATION								(1.9	)					(4.5	)
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE					(21.2	)		.1			(19.0	)		(11.4	)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE														(13.4	)
NET INCOME (LOSS)				$	(21.2	)	$	.1		$	(19.0	)	$	(24.8	)
NET INCOME (LOSS) PER COMMON SHARE
	Basic and Diluted Continuing operations			$	(2.07	)	$	.19		$	(1.86	)	$	(.69	)
	Discontinued operation							(.18	)					(.42	)
	Cumulative effect of accounting change													(1.32	)
			Net income (loss)	$	(2.07	)	$	.01		$	(1.86	)	$	(2.43	)
AVERAGE NUMBER OF SHARES (IN THOUSANDS)
	Basic				10,248			10,182			10,225			10,114
	Diluted				10,248			10,182			10,225			10,114

See notes to consolidated financial statements.

2

CLEVELAND-CLIFFS INC AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

				(In Millions)
				June 30			December 31
				2003			2002
ASSETS
CURRENT ASSETS
	Cash and cash equivalents			$	41.6		$	61.8
	Trade accounts receivable — net				21.1			14.1
	Receivables from associated companies				2.4			9.0
	Product inventories				124.6			111.2
	Supplies and other inventories				66.8			73.2
	Other				29.5			31.2
			TOTAL CURRENT ASSETS		286.0			300.5
PROPERTIES					398.2			390.8
	Allowances for depreciation and depletion				(123.8	)		(111.9	)
			TOTAL PROPERTIES		274.4			278.9
OTHER ASSETS
	Long-term receivables				62.6			63.9
	Intangible pension asset				31.7			31.7
	Other investments				26.8			29.3
	Deposits and miscellaneous				22.4			25.8
		TOTAL OTHER ASSETS			143.5			150.7
			TOTAL ASSETS	$	703.9		$	730.1
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
	Current portion of long-term debt			$	15.0		$	20.0
	Accounts payable				50.4			54.8
	Accrued employment cost				49.3			60.1
	Accrued expenses				20.0			17.6
	Payables to associated companies				13.2			14.1
	State and local taxes				12.1			13.2
	Environmental and mine closure obligations				9.1			9.8
	Other				17.6			15.2
			TOTAL CURRENT LIABILITIES		186.7			204.8
LONG-TERM DEBT					35.0			35.0
PENSIONS, INCLUDING MINIMUM PENSION LIABILITY					163.5			151.3
OTHER POST-RETIREMENT BENEFITS					112.9			109.1
ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS					84.2			84.7
OTHER LIABILITIES					39.1			46.0
			TOTAL LIABILITIES		621.4			630.9
MINORITY INTEREST					20.8			19.9
SHAREHOLDERS’ EQUITY
	Preferred Stock
		Class A — 500,000 shares authorized and unissued
		Class B — 4,000,000 shares authorized and unissued
	Common Shares — par value $1 a share Authorized — 28,000,000 shares; Issued - 16,827,941 shares				16.8			16.8
	Capital in excess of par value of shares				66.4			69.7
	Retained income				269.4			288.4
	Accumulated other comprehensive loss, net of tax				(110.7	)		(110.7	)
	Cost of 6,505,360 Common Shares in treasury (2002 — 6,643,730 shares)				(179.1	)		(182.2	)
	Unearned compensation				(1.1	)		(2.7	)
			TOTAL SHAREHOLDERS’ EQUITY		61.7			79.3
			TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	703.9		$	730.1

See notes to consolidated financial statements.

3

CLEVELAND-CLIFFS INC AND CONSOLIDATED SUBSIDIARIES

STATEMENT OF CONSOLIDATED CASH FLOWS

				(In Millions,
				Brackets Indicate
				Cash Decrease)
				Six Months Ended
				June 30
				2003			2002
CASH FLOW FROM (USED BY) CONTINUING OPERATIONS OPERATING ACTIVITIES
		Loss from continuing operations		$	(19.0	)	$	(6.9	)
		Depreciation and amortization:
			Consolidated		14.2			11.3
			Share of associated companies		1.8			4.0
		Pensions and other post-retirement benefits			17.9			3.4
		Deferred income taxes						(3.4	)
		Gain on sale of assets			(5.5	)		(3.8	)
		Other			(4.0	)		(2.4	)
			Total before changes in operating assets and liabilities		5.4			2.2
		Changes in operating assets and liabilities			(17.2	)		(14.9	)
			Net cash used by operating activities		(11.8	)		(12.7	)
	INVESTING ACTIVITIES
		Purchase of property, plant and equipment:
			Consolidated		(11.1	)		(5.3	)
			Share of associated companies		(.1	)		(2.3	)
		Investment in steel company common stock						(13.0	)
		Investment in power-related joint venture						(6.0	)
		Proceeds from sale of assets			6.9			5.3
			Net cash used by investing activities		(4.3	)		(21.3	)
	FINANCING ACTIVITIES
		Repayment of long-term debt			(5.0	)
		Contributions by minority interests			.9			.7
			Net cash from (used by) financing activities		(4.1	)		.7
CASH USED BY CONTINUING OPERATIONS					(20.2	)		(33.3	)
CASH USED BY DISCONTINUED OPERATION								(7.3	)
DECREASE IN CASH AND CASH EQUIVALENTS					(20.2	)		(40.6	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD					61.8			183.8
CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	41.6		$	143.2

See notes to consolidated financial statements.

4

CLEVELAND-CLIFFS INC AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003

NOTE A – BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the financial statement footnotes and other information in the Company’s 2002 Annual Report on Form 10-K. In management’s opinion, the quarterly unaudited consolidated financial statements present fairly the Company’s financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.

     The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and assumptions, including those related to revenue recognition, valuation of inventories, valuation of long-lived assets, post-employment benefits, income taxes, litigation and environmental liabilities. Management bases its estimates on historical experience, current business conditions and expectations and on various other assumptions it believes are reasonable under the circumstances. Actual results could differ from those estimates.

     References to the “Company” mean Cleveland-Cliffs Inc and consolidated subsidiaries. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, including: Tilden Mining Company L.C. (“Tilden”) in Michigan, consolidated since January 31, 2002, when the Company increased its ownership from 40 percent to 85 percent; Empire Iron Mining Partnership (“Empire”) in Michigan, consolidated effective December 31, 2002, when the Company increased its ownership from 35 percent to 79 percent; and 100 percent of Wabush Iron Co. Limited (“Wabush Iron”), consolidated since August 29, 2002. Wabush Iron owns a 26.83 percent interest in the Wabush Mines Joint Venture (“Wabush”) in Canada.

     Quarterly results historically are not representative of annual results due to seasonal and other factors. Certain prior year amounts have been reclassified to conform to current year classifications.

5

NOTE B – ACCOUNTING POLICIES

Variable Interest Entities

     In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 requires that variable interest entities, as defined, should be consolidated by the primary beneficiary, which is defined as the entity that is expected to absorb the majority of the expected losses, receive the majority of the gains, or both. The Interpretation requires that companies disclose certain information about a variable interest entity created prior to February 1, 2003 if it is reasonably possible that the enterprise will be required to consolidate that entity. The application of this Interpretation is required on July 1, 2003 for entities created prior to February 1, 2003 and immediately for any variable interest entities created subsequent to January 31, 2003. The Company has evaluated its unconsolidated entities and does not believe that any entity in which it has an interest, but does not currently consolidate, meets the definition of a variable interest entity.

Stock Compensation

     Effective January 1, 2003, the Company adopted the fair value method, which is considered the preferable accounting method, of recording stock-based employee compensation as contained in SFAS No. 123, “Accounting for Stock-Based Compensation.” As prescribed in SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” the Company elected to use the “prospective method.” The prospective method requires expense to be recognized for all awards granted, modified or settled beginning in the year of adoption. Historically, the Company applied the intrinsic method as provided in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations and accordingly, no compensation cost had been recognized for stock options in prior years.

     As a result of adopting the fair value method for stock options, all future awards will be expensed over the stock options vesting period. The Company expects that adoption will not have a significant financial effect in 2003.

     The following illustrates the pro forma effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to all awards unvested in each period.

6

			(In Millions, Except Per Share)
			Three Months						Six Months
			Ended June 30						Ended June 30
			2003			2002			2003			2002
Net income (loss) as reported			$	(21.2	)	$	.1		$	(19.0	)	$	(24.8	)
Stock-based employee compensation:
	Add (deduct) expense included in reported results			(.3	)		.8			2.4			1.8
	Add (deduct) fair value based method			.1			(.5	)		(2.9	)		(1.9	)
Pro forma net income (loss)			$	(21.4	)	$	.4		$	(19.5	)	$	(24.9	)
Earnings (loss) per share:
	Basic - as reported		$	(2.07	)	$	.01		$	(1.86	)	$	(2.43	)
		- pro forma	$	(2.09	)	$	.03		$	(1.91	)	$	(2.46	)

Income Taxes

     Income taxes are based on income (loss) for financial reporting purposes and reflect a current tax liability (asset) for the estimated taxes payable (recoverable) on the current year tax return and changes in deferred taxes. Deferred tax assets or liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax laws and rates. A valuation allowance (Note G) is provided on deferred tax assets in recognition of uncertainty regarding realization.

NOTE C – REVENUE RECOGNITION

     Revenue is recognized on sales of products when title has transferred and on services when performed. Revenue for the first half of the year from product sales and services includes reimbursement for freight charges ($26.8 million – 2003; $6.2 million – 2002) paid on behalf of customers, and cost reimbursement ($36.3 million – 2003; $17.6 million – 2002) from minority interest partners for their contractual share of mine costs. Royalty and management fee revenue from venture participants is recognized on production.

NOTE D – LONG-TERM DEBT

     In June 2003, the Company amended its $55 million senior unsecured note agreement to provide modifications to its financial covenants adjusting the required minimum levels of EBITDA and fixed charge ratios. The Company was in compliance with the amended covenants at June 30, 2003, the most restrictive of which is a minimum EBITDA requirement that the Company exceeded by about $19.5 million. As a result of the amendment, the Company made a principal payment of $5.0 million on June 30, reducing the outstanding balance of the notes to $50.0 million. Remaining principal payments were rescheduled to $15.0 million in December 2003 and the lesser of $35.0 million or the remaining principal balance in December 2004. Accelerated principal payments may be required to the extent the Company generates defined excess cash flow, asset sales above certain levels, or insurance recoveries resulting

7

from the power outage and production loss. The interest rate remains 7.0 percent through December 14, 2003, and increases to 9.5 percent from December 15, 2003 until final maturity on December 15, 2004. Additionally, in June 2003, the Company cancelled a 364-day unsecured revolving credit facility in the amount of $20.0 million.

NOTE E – ENVIRONMENTAL AND MINE CLOSURE OBLIGATIONS

     At June 30, 2003, the Company had environmental and mine closure liabilities of $94.4 million, of which $9.1 million was classified as current. Payments in 2003 were $3.0 million (2002 — $3.5 million). Following is a summary of the obligations:

			(In Millions)
			June 30		December 31
			2003		2002
Environmental			$	17.0	$	18.3
Mine Closure
	LTV Steel Mining Company			39.4		41.1
	Operating mines			38.0		36.1
		Total mine closure		77.4		77.2
		Total environmental and mine closure obligations	$	94.4	$	95.5

Environmental

     The Company’s environmental liabilities of $17.0 million, including obligations for known environmental remediation exposures at active and closed mining operations and other sites, have been recognized based on the estimated cost of investigation and remediation at each site. If the cost can only be estimated as a range of possible amounts with no specific amount being most likely, the minimum of the range is accrued in accordance with SFAS No. 5. Future expenditures are not discounted, and potential insurance recoveries have not been reflected. Additional environmental obligations could be incurred, the extent of which cannot be assessed.

     The environmental liability includes the Company’s obligations related to five sites which are independent of the Company’s iron mining operations, seven former iron ore-related sites, eight leased land sites and miscellaneous remediation obligations at the Company’s operating units. Included in the obligation are Federal and State sites where the Company is named as a potentially responsible party, the Rio Tinto mine site in Nevada, where significant site cleanup activities have taken place, and the Kipling, Deer Lake and Pellestar sites in Michigan.

Mine Closure

     The mine closure obligation of $77.4 million includes the accrued obligation at June 30, 2003 for a closed operation formerly known as the LTV Steel Mining Company, and for the Company’s active operating mines. The closed operation obligation results from an October 2001 transaction where subsidiaries of the Company received a net payment of $50 million and certain other assets and assumed environmental and certain facility closure obligations of $50 million, which obligations

8

have declined to $39.4 million at June 30, 2003, as a result of expenditures totaling $10.6 million since 2001.

     The accrued closure obligation for the Company’s active mining operations of $38.0 million at June 30, 2003 ($36.1 million at December 31, 2002), reflects the adoption of SFAS No. 143 in 2002, to provide for contractual and legal obligations associated with the eventual closure of the mining operations and the effects of mine ownership increases during 2002. The Company determined the obligations, based on detailed estimates, adjusted for factors that an outside third party would consider (i.e., inflation, overhead and profit), escalated to the estimated closure dates, and then discounted using a credit adjusted risk-free interest rate of 10.25 percent. The closure date for each location was determined based on the projected exhaustion date of the remaining economic iron ore reserves. The accretion of the liability is being recognized over the estimated mine lives for each location. The expense recorded in the first half of 2003 was $1.9 million. There were no expenditures in the first half of 2003.

NOTE F – SEGMENT REPORTING

     The Company operated in one reportable segment in 2003 and 2002 offering iron products and services to the steel industry. The Ferrous Metallics segment, which included a hot briquetted iron (“HBI”) project in Trinidad and Tobago, was discontinued in 2002 and reported as a discontinued operation, see Note I – Discontinued Operation.

NOTE G – INCOME TAXES

     In the second half of 2002, the Company provided a valuation allowance to fully reserve its net deferred tax assets, in recognition of uncertainty regarding their realization. Through the first half of 2003, the Company increased its deferred tax valuation allowance by $5.0 million to $125.6 million to offset comparable increases in its net deferred tax assets. The Company recorded income tax expense of $.2 million in the first half of 2003 to recognize estimated state and foreign income tax liabilities. The Company’s reserved deferred tax assets include significant net operating loss carryforwards for regular income tax, but no operating loss carryforwards for alternative minimum tax.

     If in the future it is determined that it is more likely than not that some or all of the net deferred tax assets will be realized, a reversal of the valuation allowance will be made. This reversal will increase income in the period such determination is made.

9

NOTE H – LEASE OBLIGATIONS

     The Company and its ventures lease certain mining, production and other equipment under operating and capital leases. Future minimum payments under capital leases and non-cancellable operating leases, including the Company’s share of ventures, at June 30, 2003 are expected to be:

	In Millions
	Company Share					Total
	Capital			Operating		Capital			Operating
	Leases			Leases		Leases			Leases
2003 (July 1 – December 31)	$	1.9		$	12.0	$	3.0		$	21.4
2004		3.3			20.3		5.2			38.7
2005		2.0			15.1		3.0			24.2
2006		2.0			10.7		2.6			17.0
2007		2.8			6.9		3.1			9.6
2008 and thereafter		1.1			10.0		1.2			10.6
Total minimum lease payments		13.1		$	75.0		18.1		$	121.5
Amounts representing interest		(2.3	)				(3.0	)
Present value of net minimum lease payments	$	10.8				$	15.1

     The Company’s share, of total minimum lease payments, $88.1 million, is comprised of the Company’s consolidated obligation of $77.4 million and the Company’s share of unconsolidated ventures’ obligations of $10.7 million.

NOTE I – DISCONTINUED OPERATION

     In the fourth quarter of 2002, the Company exited the ferrous metallics business and abandoned its 82 percent interest in Cliffs and Associates Limited (“CAL”), an HBI facility located in Trinidad and Tobago, and accordingly wrote off the carrying value of its investment in CAL.

     In 2002, the Company recorded expense of $1.9 million and $4.5 million in the second quarter and first six months, respectively, net of minority interest relating to CAL. No expense was recorded in 2003.

NOTE J – SUBSEQUENT EVENT – THIRD QUARTER RESTRUCTURING

     In the third quarter 2003, the Company initiated a salaried employee reduction program affecting its corporate and central services staff and various mining operations. The action is expected to result in an approximate 20 percent overall staff reduction at the affected locations. The Company currently expects to record a restructuring charge in the third quarter 2003 in excess of $10 million principally related to pension and healthcare benefits. Less than 10 percent of the restructuring charge is expected to require cash funding in 2003.

10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMPARISON OF SECOND QUARTER AND FIRST SIX MONTHS — 2003 AND 2002

     The net loss was $21.2 million, or $2.07 per share (all per share earnings are “diluted earnings per share” unless stated otherwise) in the second quarter and a net loss of $19.0 million, or $1.86 per share, for the first six months. In the second quarter and first six months of 2002, the Company had net income of $.1 million, or $.01 per share, and a net loss of $24.8 million, or $2.43 per share, respectively, including the loss from a discontinued operation and a first quarter charge relating to the cumulative effect of the accounting change relating to adoption of SFAS No. 143, “Accounting for Asset Retirement Obligations.” Following is a summary of results:

		(In Millions, Except Per Share)
		Second Quarter						First Six Months
		2003			2002			2003			2002
Income (loss) from continuing operations:
	Amount	$	(21.2	)	$	2.0		$	(19.0	)	$	(6.9	)
	Per share		(2.07	)		.19			(1.86	)		(.69	)
Loss from discontinued operation:
	Amount					(1.9	)					(4.5	)
	Per share					(.18	)					(.42	)
Cumulative effect of accounting change:
	Amount											(13.4	)
	Per share											(1.32	)
Net income (loss):
	Amount	$	(21.2	)	$	.1		$	(19.0	)	$	(24.8	)
	Per share	$	(2.07	)	$	.01		$	(1.86	)	$	(2.43	)

Second Quarter

     The loss from continuing operations was $21.2 million in the second quarter of 2003 compared to income from continuing operations of $2.0 million for the second quarter of 2002. Included in the second quarter 2003 net loss was a $.9 million tax credit compared to a tax credit of $6.2 million in the second quarter 2002, which included a $4.4 million favorable adjustment of prior years’ tax liabilities. The pre-tax loss from continuing operations was $22.1 million in 2003 compared to a pre-tax loss of $4.2 million in the second quarter of 2002. The $17.9 million increase in the pre-tax loss was primarily due to a decreased sales margin, summarized as follows:

11

			(In Millions)
			Second Quarter
			2003			2002			Change
Sales (tons)				4.9			3.9			1.0
Revenue from product sales and services*			$	172.0		$	135.9		$	36.1
Cost of goods sold and operating expenses*
	Total			189.9			136.3			53.6
	Fixed costs of production curtailments			11.0			3.4			7.6
		Excluding costs of production curtailments		178.9			132.9			46.0
Sales margin (loss)
	Total		$	(17.9	)	$	(.4	)	$	(17.5	)
	Excluding costs of production curtailments		$	(6.9	)	$	3.0		$	(9.9	)

* Excludes revenues and cost of goods sold and operating expenses related to freight and minority interests.

The loss on sales in the second quarter of 2003 was $17.9 million versus a sales loss of $.4 million in 2002. The $17.5 million decline in sales margin was principally due to higher operating costs partly offset by an increase in sales volume. The operating cost increase reflects the adverse impact of higher energy costs, significant production throughput challenges at the Michigan operations, and rising pension and medical benefit costs. Included in 2003 operating costs was the $11.0 million fixed cost impact of a five-week production curtailment at the Empire and Tilden mines as a result of the loss of electric power supply (see Electric Power Curtailment). Included in second quarter 2002 was the unfavorable impact of production curtailments, $3.4 million, necessitated by a weak market for pellets.

     Royalties and fees from partners decreased $1.0 million primarily due to lower production at the Michigan mines. Other expense increased principally reflecting a $2.6 million reserve for exposures related to Weirton Steel Corporation (“Weirton”), which filed for Chapter 11 bankruptcy protection in May. Offsetting the decreases in earnings, were lower administrative, selling and general expense, $2.3 million, primarily due to a decrease in incentive compensation expenses, higher interest income, $1.6 million, mainly due to interest on the long-term receivables from Ispat Inland Inc., and lower interest expense, $.7 million, reflecting a lower principal balance on the Company’s long-term debt and the repayment of the bank credit facility borrowings in 2002.

12

First Half

     The loss from continuing operations for the first six months 2003 was $19.0 million versus an after-tax loss from continuing operations of $6.9 million in 2002. The first six months of 2003 included state and foreign taxes of $.2 million and no federal tax credit due to the valuation reserve. The first six months of 2002 included a tax credit of $12.9 million, including a $4.4 million favorable adjustment of prior years’ tax liabilities. The loss from continuing operations before income taxes for the first six months 2003 was $18.8 million, an earnings improvement of $1.0 million from the $19.8 million pre-tax loss from continuing operations for the comparable 2002 period. The change was primarily due to increased interest income, higher other income, lower interest expense and decreased administrative, selling and general expense, largely offset by higher other expense and lower sales margin. The decrease in sales margin reflected higher cost of goods sold largely offset by increased sales volume, summarized as follows:

			(In Millions)
			First Six Months
			2003			2002			Change
Sales (tons)				8.4			5.2			3.2
Revenue from product sales and services*			$	294.9		$	183.8		$	111.1
Cost of goods sold and operating expenses*
	Total			312.7			198.3			114.4
	Fixed costs of production curtailments			11.0			17.2			(6.2	)
		Excluding costs of production curtailments		301.7			181.1			120.6
Sales margin (loss)
	Total		$	(17.8	)	$	(14.5	)	$	(3.3	)
	Excluding costs of production curtailments		$	(6.8	)	$	2.7		$	(9.5	)

* Excludes revenues and cost of goods sold and operating expenses related to freight and minority interests.

Operating costs in 2003 reflect the adverse effects of higher energy costs, significant production throughout challenges at the Michigan operations and rising pension and medical costs. Included in cost of goods sold and operating expenses in the first half of 2003, was $11.0 million of fixed costs related to the lost production at the Michigan mines due to the loss of electricity. Production curtailments in the first half of 2002, due to market conditions, had a $17.2 million fixed cost effect.

     Interest income of $5.2 million was $3.2 million higher than the same period last year; the increase was mainly due to interest on the long-term receivable from Ispat Inland Inc. Other income of $7.4 million in 2003 was $1.5 million higher than first half 2002; the improvement was principally due to higher sales of non-strategic lands in Michigan. Interest expense decreased by $1.4 million in 2003 reflecting a lower

13

principal balance on the Company’s long-term debt and the repayment of the revolving credit facility in October 2002. Administrative, selling and general expenses were $1.4 million lower in the first six months of 2003 compared to the same period in 2002 primarily due to the reduction of incentive compensation expense. Other expense increased $3.2 million, principally reflecting the $2.6 million reserve for Weirton bankruptcy exposures.

     Pellet sales in the second quarter of 2003 were 4.9 million tons compared to 3.9 million tons in 2002. First half sales were 8.4 million tons versus 5.2 million tons in the first half 2002, with the majority of the sales increase resulting from sales to International Steel Group Inc. While there is uncertainty regarding the pellet requirements of customers, sales volume is currently forecasted to be about 18 million tons in 2003 compared to sales of 15 million tons in 2002. The increase in tons sold in the first half and expected full year reflects the Company’s new business model. The Company has repositioned itself from a manager of iron ore mines on behalf of steel company owners to primarily a merchant of iron ore to steel customers by entering into long-term pellet sales contracts, supported by increased mine ownerships, and increases in consignment inventory at steel company sites. During 2002, the Company increased its share of mine production capacity more than 50 percent or approximately 7 million tons.

     The Company’s share of second quarter 2003 production was 3.9 million tons compared to 3.8 million tons in second quarter 2002. For the first half of 2003, the Company’s share of production was 8.4 million tons, 2.1 million tons above last year’s first half production of 6.3 million tons. Total iron ore pellet production at the Company’s managed mines was 6.8 million tons in the second quarter 2003 and 14.1 million tons in the first six months of 2003 compared to 7.4 million tons and 12.0 million tons in the second quarter and first six months of 2002, respectively.

     The Company’s share of full year production is expected to be about 18.3 million tons, which is 1.6 million tons below planned production at the beginning of the year, primarily reflecting production losses at Michigan mines due to the power interruption and throughput challenges. Total production for the managed mines for the full year is expected to be about 30.6 million tons.

     The Company’s share of capital expenditures at the five mining ventures and supporting operations is expected to approximate $34 million in 2003, with $11.2 million having occurred through June 30, 2003.

14

CASH FLOW, LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2003, the Company had cash and cash equivalents of $41.6 million. Following is a summary of cash activity:

		(In Millions)
Decreased payables and accrued expenses		$	(15.4	)
Increased product inventories			(13.4	)
Capital expenditures			(11.2	)
Repayment on long-term debt			(5.0	)
Increased receivables			(1.5	)
Proceeds from sale of assets			6.9
Decreased supplies and other inventories			6.4
Net cash from operating activities before changes in operating assets and liabilities			5.4
Other			7.6
	Decrease in cash and cash equivalents		(20.2	)
Cash and cash equivalents at beginning of period			61.8
Cash and cash equivalents at end of period		$	41.6

     At the end of June, there were 4.3 million tons of pellets in inventory at a cost of $124.6 million, an increase of .4 million tons from December 31, 2002, reflecting increased mine ownerships and increased consignment inventory at steel company sites. Pellet inventory at June 30, 2002, was 4.1 million tons, or $118.1 million.

     In June 2003, the Company amended its $55 million senior unsecured note agreement to provide modifications to its financial covenants adjusting the required minimum levels of EBITDA and fixed charge ratios. The Company was in compliance with the amended covenants at June 30, 2003, the most restrictive of which is a minimum EBITDA requirement that the Company exceeded by about $19.5 million. As a result of the amendment, the Company made a principal payment of $5.0 million on June 30, reducing the outstanding balance of the notes to $50.0 million. Remaining principal payments were rescheduled to $15.0 million in December 2003 and the lesser of $35.0 million or the remaining principal balance in December 2004. Accelerated principal payments may be required to the extent the Company generates defined excess cash flow, asset sales above certain levels, or insurance recoveries resulting from the power outage and production loss. The interest rate remains 7.0 percent through December 14, 2003, and increases to 9.5 percent from December 15, 2003, until final maturity on December 15, 2004. The fair value of the Company’s long-term debt approximated the carrying value of $50 million at June 30, 2003, based on a discounted cash flow analysis utilizing estimated current borrowing rates. Additionally, in June 2003, the Company cancelled a 364-day unsecured revolving credit facility in the amount of $20.0 million.

     Anticipated cash flows and current financial resources are expected to meet the Company’s needs. The Company continues to investigate alternative sources of financing.

15

     Following is a summary of common shares outstanding:

	2003		2002		2001
March 31		10,323,421		10,180,849		10,143,272
June 30		10,322,581		10,184,846		10,148,939
September 30				10,185,083		10,143,509
December 31				10,184,211		10,141,953

ELECTRIC POWER CURTAILMENT

     On May 15, 2003, the failure of a dam in the Upper Peninsula of Michigan resulted in flood conditions which caused production curtailments at the Empire and Tilden mines for approximately five weeks. While the flooding did not directly damage the mines, the mines were idled when Wisconsin Energy Corporation, which supplies electricity to the mines, was forced to shutdown its power plant in Marquette, Michigan. The mines returned to full production by the end of June; however, it is estimated that about 1.0 million tons of production was lost (Company’s share .8 million tons). The Company’s share of fixed costs related to the lost production was $11.0 million. The Company is pursuing a business interruption claim under its property insurance program.

WEIRTON BANKRUPTCY

     On May 19, 2003, Weirton petitioned for protection under Chapter 11 of the U.S. Bankruptcy Code. Weirton purchased 2.9 million tons, or 20 percent of total tons sold in 2002, and has purchased 1.4 million tons, or 17 percent of total tons sold in the first six months of 2003. Weirton has continued to perform on its sales contract since the filing. The sales contract, which runs through 2009, will be extended by contract for the life of the power-related lease (discussed below), which is scheduled to be completed at the end of 2012.

     The Company is a 40.6 percent participant in a joint venture which acquired certain power-related assets from a subsidiary of Weirton Steel in 2001, in a purchase-leaseback arrangement. The Company’s investment at June 30, 2003 of $10.7 million, which is included in “Other investments”, is accounted for utilizing the “equity method.” Subsequent to its filing, Weirton has continued to meet its obligations under the lease agreement which extends through 2012. In the second quarter of 2003, the Company recorded a reserve of $2.6 million for bankruptcy exposures.

PENSIONS AND OTHER POSTRETIREMENT BENEFITS

     The Company and its mining ventures sponsor defined benefit pension plans covering substantially all employees. These plans are largely noncontributory, and benefits are generally based on employees’ years of service and average earnings for a defined period prior to retirement. Additionally, the Company and its ventures provide retirement health care (“OPEB”) to most full-time employees who meet certain length of service and age requirements. Due to the significantly rising costs associated with these plans, effective July 1, 2003, the Company implemented changes to U.S. salaried

16

employee plans to reduce costs by more than an estimated $8.0 million on an annualized basis. Benefits under the current defined benefit formula will be frozen for affected U.S. salaried employees and a new cash balance formula will be instituted. Increases in affected U.S. salaried retiree healthcare co-pays will become effective for retirements after June 30, 2003. A cap on the Company’s share of annual medical premiums will also be implemented for existing and future U.S. salaried retirees. The foregoing does not reflect any modifications to bargaining unit plans, which contracts expire in 2004.

     Following is a summary of the Company’s expected pension and OPEB funding and expense for 2003, including the partial year impact of the salaried benefit changes, as compared to 2002:

	(In Millions)
	Pension				OPEB
	Funding		Expense		Funding		Expense
2002	$	1.1	$	7.2	$	16.8	$	21.5
2003 (Expected)		2.8		27.1		21.6		30.7

     Given the decline in interest rates, the Company may be required to record a significant increase to its minimum pension liability at year-end with a charge to shareholders equity (other comprehensive loss).

     In the third quarter 2003, the Company initiated a salaried employee reduction program affecting its corporate and central services staff and various mining operations. The action is expected to result in an approximate 20 percent overall staff reduction at the affected locations. The Company currently expects to record a restructuring charge in the third quarter 2003 in excess of $10 million principally related to pension and healthcare benefits. Less than 10 percent of the restructuring charge is expected to require cash funding in 2003.

MARKET RISKS

     The Company is subject to a variety of risks including, among others, changes in commodity prices and foreign currency exchange rates. The Company has established policies and procedures to manage such risks.

     To reduce the volatility and market price risk exposure associated with the purchase of natural gas, the Company and its mining ventures in the normal course of business employ a strategy that utilize forward purchases, call options and floating market pricing as part of an overall strategy to control costs. At inception, such contracts are in quantities expected to be delivered and used in the production process and are not intended for resale or speculative purposes. These contracts are accounted for by the normal purchases and sales exceptions as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” with gains and losses recognized when incurred.

17

     A portion of the Company’s operating costs related to Wabush Mines are subject to change in the value of the Canadian dollar; the Company has not hedged its exposure to changes in the Canadian dollar.

STRATEGIC INVESTMENTS

     The Company is pursuing investment opportunities to broaden its scope as a supplier of iron ore pellets to the integrated steel industry through acquisition of additional mining interests. In the normal course of business, the Company examines opportunities to strengthen its position by evaluating various investment opportunities consistent with its strategy. In the event of any future acquisitions or joint venture opportunities, the Company may consider using available liquidity or other sources of funding to make investments.

FORWARD-LOOKING STATEMENTS

Cautionary Statements

     Certain expectations and projections regarding future performance of the Company referenced in this report are forward-looking statements. These expectations and projections are based on currently available financial, economic and competitive data, along with the Company’s operating plans, and are subject to certain future events and uncertainties. We caution readers that in addition to factors described elsewhere in this report, the following factors, among others, could cause the Company’s actual results in 2003 and thereafter to differ significantly from those expressed.

     Steel Company Customers: More than 95 percent of the Company’s revenue is derived from the North American integrated steel industry, consisting of twelve current or potential customers. Of the twelve companies (not all of whom are current customers or partners of the Company), two companies are in reorganization, and certain others have experienced financial difficulties. The Company’s pellet sales are primarily concentrated with seven North American steel producers. Loss of major sales contracts or the failure of customers to perform under existing arrangements due to financial difficulties could adversely affect the Company. Rejection of major contracts and/or partner agreements by customers and/or partners under provisions related to bankruptcy/reorganization represents a major uncertainty.

     Demand for Iron Ore Pellets: Demand for iron ore is a function of the operating rates for the blast furnaces of North American steel companies. The restructuring of the steel industry is likely to result in a reduction of integrated steelmaking capacity over time, and thereby reduce iron ore consumption. Demand for iron ore can be displaced by lower iron production in North America due to imports of finished and semi-finished steel, replacement by electric furnace production, or insufficient resources to reline or adequately maintain blast furnaces. Most of the Company’s sales contracts are requirements-based or provide for flexibility of volume above a minimum level.

18

     Mine Operating Risks: The Company’s iron ore operations are volume sensitive with a portion of its costs fixed irrespective of current operating levels. Iron ore operations can be affected by unanticipated geological conditions, ore processing changes, availability and cost of key components of production (e.g., labor, electric power and fuel), and weather conditions (e.g., extreme winter weather and availability of process water due to drought).

     Mine Closure Risks: Although ore reserves are long-lived, premature closure or reduced operating levels of an iron ore mine could accelerate significant employment legacy costs and environmental closure obligations, and result in asset impairment charges.

     Litigation; Taxes; Environmental Exposures: The Company’s operations are subject to various governmental, tax, environmental and other laws and regulations, and potentially to claims for various legal, environmental and tax matters. While the Company carries liability insurance which it believes to be appropriate to its businesses, and has provided accounting reserves, in accordance with SFAS No. 5, for such matters which it believes to be adequate, an unanticipated liability or increase in a currently identified liability arising out of litigation, tax, or environmental proceeding could have a material adverse effect on the Company.

     The Company has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     Information regarding Market Risk of the Company is presented under the caption “Market Risk” which is included in the Company’s 2002 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

19

     Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

     There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation.

20

PART II — OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

     On April 30, 2003, pursuant to the Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (“VNQDC Plan”), the Company sold 143 shares of common stock, par value $1.00 per share, of Cleveland-Cliffs Inc (“Common Shares”) for an aggregate consideration of $2,525.38 to the Trustee of the Trust maintained under the VNQDC Plan. These sales were made in reliance on Rule 506 of Regulation D under the Securities Act of 1933 pursuant to an election made by two managerial employees under the VNQDC Plan.

Item 4. Submission of Matters to Vote of Security Holders

     The Company’s Annual Meeting of Shareholders was held on May 13, 2003. At the meeting the Company’s shareholders acted upon the election of Directors. In the election of Directors, all 11 nominees named in the Company’s Proxy Statement, dated March 24, 2003, were elected to hold office until the next Annual Meeting of Shareholders and until their respective successors are elected. Each nominee received the number of votes set opposite his or her name:

NOMINEES	FOR		WITHHELD
John S. Brinzo		9,411,991		70,158
Ronald C. Cambre		9,422,949		59,200
Ranko Cucuz		9,425,924		56,225
David H. Gunning		9,426,277		55,872
James D. Ireland III		9,422,455		59,694
Francis R. McAllister		9,422,345		59,804
John C. Morley		9,424,463		57,686
Stephen B. Oresman		9,420,495		61,654
Roger Phillips		9,426,454		55,695
Richard K. Riederer		9,425,644		56,505
Alan Schwartz		9,425,754		56,395

     There were no broker non-votes with respect to the election of directors.

21

Item 6. Exhibits and Reports on Form 8-K

(a)

List of Exhibits — Refer to Exhibit Index on page 23.

(b)

During the quarter for which this 10-Q Report is filed, the Company filed two separate Current Reports on Form 8-K, dated April 8 and dated April 24, 2003; two separate reports each dated May 13, 2003; a report dated May 20, 2003, covering information reported under Item 9. Regulation FD Disclosure; and a report dated April 23, 2003, reported under Item 9. Regulation FD Disclosure but furnished pursuant to Item 12. Results of Operations and Financial Condition in accordance with SEC Release No. 33-8216. The Company also filed Current Reports on Form 8-K dated July 29, 2003, and a report dated July 30, 2003, covering information reported under Item 9. Regulation FD Disclosure; and a report dated July 30, 2003, covering information reported under Item 12. Results of Operations and Financial Condition. There were no financial statements filed as part of the Current Reports on Form 8-K.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CLEVELAND-CLIFFS INC
Date	July 31, 2003	By	/s/ Donald J. Gallagher Donald J. Gallagher Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer)

22

EXHIBIT INDEX

Exhibit
Number	Exhibit
4(a)	Third Amendment Agreement to Note Agreements Dated as of December 15, 1995, dated Effective as of June 30, 2003, among Cleveland-Cliffs Inc and the Purchasers named on Schedule 1 attached thereto	Filed Herewith
10(a)	*Employment and Separation Agreement entered into as of April 8, 2003, by and between Cleveland-Cliffs Inc and Thomas J. O’Neil	Filed Herewith
31(a)	Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by John S. Brinzo as of July 31, 2003	Filed Herewith
31(b)	Certification Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed and dated by Donald J. Gallagher as of July 31, 2003	Filed Herewith
32(a)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by John S. Brinzo as of July 31, 2003	Filed Herewith
32(b)	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Donald J. Gallagher as of July 31, 2003	Filed Herewith

*Reflects Management contract or other compensatory arrangement required to be filed as an Exhibit pursuant to Item 14(c) of this report

23 EX-4.A 3 l01809aexv4wa.txt EXHIBIT 4(A) Exhibit 4(a) ==============================================================================- THIRD AMENDMENT AGREEMENT TO Re: Note Agreements Dated as of December 15, 1995 ------------------------------------------------------------- ==============================================================================- TABLE OF CONTENTS

SECTION HEADING PAGE SECTION 1. OMNIBUS AMENDMENT...........................................................................1 SECTION 2. ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS...........................................1 Section 2.1. Amendment to Section 1.1...........................................................1 Section 2.2. Amendment to Section 2.1...........................................................2 Section 2.3. Amendment to Section 5.16..........................................................2 Section 2.4. Amendment to Section 5.17..........................................................3 Section 2.5. Exhibits and Schedules.............................................................3 SECTION 3. CONDITIONS PRECEDENT........................................................................4 SECTION 4. REPRESENTATIONS AND WARRANTIES..............................................................5 SECTION 5. MISCELLANEOUS...............................................................................6 Signatures........................................................................................................7

SCHEDULE I -- Name of Holders and Principal Amount of Notes EXHIBIT A -- Form of Note EXHIBIT B -- Opinion of Counsel for the Company -i- Dated as of June 30, 2003 To each of the holders listed in Schedule I to this Third Amendment Agreement Ladies and Gentlemen: Reference is made to (i) the separate Note Agreements each dated as of December 15, 1995 among Cleveland-Cliffs Inc, an Ohio Corporation (the "Company"), and each of you, as amended by the First Amendment Agreement dated as of December 15, 2002 and as further amended by the Second Amendment Agreement dated as of March 14, 2003 (the "Existing Note Agreements" and, as amended hereby, the "Note Agreements"), and (ii) the $55,000,000 aggregate principal amount of 7.00% Senior Notes due December 15, 2005 of the Company (the "Existing Notes" and, as amended hereby, the "Notes"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests the amendment of certain provisions of the Existing Note Agreements and the Existing Notes as hereinafter provided. Upon your acceptance hereof in the manner hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof and receipt by the Company of similar acceptances from the holders of all of the Existing Notes, this Third Amendment Agreement shall constitute a contract between us amending the Existing Note Agreements and the Existing Notes, in each case, as of June 30, 2003, but only in the respects hereinafter set forth: SECTION 1. OMNIBUS AMENDMENT. All references in any and all of the Existing Note Agreements, the Existing Notes and each other Financing Agreement to a maturity date applicable to the Notes of "December 15, 2005" shall hereafter read "December 15, 2004" in any and all instances where such maturity date appears. All written references to the maturity date in effect prior to this Third Amendment Agreement shall be and are hereby amended to incorporate the above-described new maturity date with respect to the Notes. Upon the request of any holder of a Note, the Company shall replace such holder's Note with a new Note substantially in the form of Exhibit A attached hereto. SECTION 2. ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS. Section 2.1. Amendment to Section 1.1. Section 1.1 of the Existing Note Agreements shall be and is hereby amended to delete the reference to "December 15, 2005" that appears in the first paragraph thereof and to insert in place thereof "December 15, 2004." Cleveland-Cliffs Inc. Third Amendment Agreement Section 2.2. Amendment to Section 2.1. Section 2.1 of the Existing Note Agreements shall be and is hereby amended in its entirety to read as follows: "Section 2.1. Required Prepayments. (a) The Company will make the following prepayments with respect to the outstanding principal amount of the Notes: (i) on June 30, 2003, the Company will prepay $5,000,000 principal amount of the Notes, (ii) on December 15, 2003, the Company will prepay $15,000,000 principal amount of the Notes, and (iii) on December 15, 2004, the Company will prepay $35,000,000 principal amount of the Notes (or such lesser principal amount as shall then be outstanding). Each of the foregoing prepayments will be at par and without payment of the Make-Whole Amount or any premium. (b) Within five Business Days after receipt thereof, the Company will make a prepayment of the principal amount of the Notes at par and without payment of the Make-Whole-Amount or any premium with any proceeds received by the Company from the Company's contingent business interruption insurance policy and relating to the idling of the Empire and Tilden mines on or after May 15, 2003 as a result of the shutdown of Wisconsin Energy Corp.'s power plant. Section 2.3. Amendment to Section 5.16. Section 5.16 of the Existing Note Agreements shall be and is hereby amended in its entirety to read as follows: "Section 5.16. Minimum Consolidated EBITDA. The Company will not permit, as of the end of each fiscal quarter described below, Consolidated EBITDA for the respective period described below to be less than the respective amounts set forth opposite such fiscal quarter end in the following table:

FISCAL QUARTER END MINIMUM CONSOLIDATED EBITDA ------------------ --------------------------- the four fiscal quarter period ending December 31, $7,000,000 2002 the fiscal quarter ending March 31, 2003 $0 the two fiscal quarter period ending June 30, 2003 $(25,000,000) the three fiscal quarter period ending $(17,000,000) September 30, 2003 the four fiscal quarter period ending December 31, $(2,000,000) 2003 the four fiscal quarter period ending March 31, $0 2004 the four fiscal quarter period ending June 30, 2004 $15,000,000 the four fiscal quarter period ending September $28,000,000 30, 2004

-2- Cleveland-Cliffs Inc. Third Amendment Agreement Section 2.4. Amendment to Section 5.17. Section 5.17 of the Existing Note Agreements shall be and is hereby amended in its entirety to read as follows: "Section 5.17 Consolidated EBITDAR. The Company will not permit, as of the end of each fiscal quarter described below, the ratio of Consolidated EBITDAR to Fixed Charges for the respective period described below to be less than the respective amounts set forth opposite such fiscal quarter end in the following table:

FISCAL QUARTER END MINIMUM RATIO ------------------ ------------- the four fiscal quarter period ending .98 to 1.00 December 31, 2002 the fiscal quarter ending March 31, 2003 .90 to 1.00 the two fiscal quarter period ending Not Tested June 30, 2003 the three fiscal quarter period ending .00 to 1.00 September 30, 2003 the four fiscal quarter period ending .75 to 1.00 December 31, 2003 the four fiscal quarter period ending .85 to 1.00 March 31, 2004 the four fiscal quarter period ending 1.40 to 1.00 June 30, 2004 the four fiscal quarter period ending 1.80 to 1.00 September 30, 2004

Section 2.5. Exhibit and Schedules. All exhibits and schedules hereto shall be deemed to be exhibits and schedules of the same designation to the Note Agreements. SECTION 3. CONDITIONS PRECEDENT Section 3.1. This Third Amendment Agreement shall not become effective until, and shall become effective on, the Business Day when each of the following conditions shall have been satisfied: -3- Cleveland-Cliffs Inc. Third Amendment Agreement (a) Each holder shall have received this Third Amendment Agreement, duly executed by the Company. (b) The Holders shall have consented to this Third Amendment Agreement as evidenced by their execution thereof. (c) The representations and warranties of the Company set forth in Section 4 hereof shall be true and correct in all material respects as of the date of the execution and delivery of this Third Amendment Agreement. (d) Any consents or approvals from any holder or holders of any outstanding security of the Company or any Subsidiary and any amendments of agreements pursuant to which any securities may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. (e) Each holder shall have received such certificates of a secretarial officer of the Company as it may reasonably request with respect to this Third Amendment Agreement and the transactions contemplated hereby. (f) Each holder shall have received the opinion of counsel for the Company covering the matters set forth in Exhibit B hereto and such other matters incident to the transactions contemplated hereby as the holders may reasonably request. (g) The Company shall have paid the fees and disbursements of the holders' special counsel, Chapman and Cutler, incurred in connection with the negotiation, preparation, execution and delivery of this Third Amendment Agreement and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Third Amendment Agreement. Upon receipt of any supplemental statement after the execution of this Third Amendment Agreement, the Company will pay such additional fees and disbursements of the holders' special counsel which were not reflected in its accounting records as of the time of the delivery of the initial statement of fees and disbursements. (h) A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners shall have been obtained for the Notes. (i) The Company shall have prepaid, on a pro rata basis, $5,000,000 aggregate principal amount of the Notes together with accrued and unpaid interest on such principal amount to the date of prepayment thereof. (j) All corporate and other proceedings in connection with the transactions contemplated by this Third Amendment Agreement and all documents and instruments -4- Cleveland-Cliffs Inc. Third Amendment Agreement incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. SECTION 4. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Third Amendment Agreement: (a) Each Obligor is duly incorporated, validly existing and in good standing under the laws of its state of incorporation. (b) Each Obligor has the corporate power to own its property and to carry on its business as now being conducted. (c) Each Obligor is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction in which the failure to do so would, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), assets, operations, properties or prospects of such Obligor. (d) This Third Amendment Agreement and all other Financing Agreements and the transactions contemplated hereby are within the corporate powers of each Obligor, have been duly authorized by all necessary corporate action on the part of each Obligor and this Third Amendment Agreement and all other Financing Agreements have been duly executed and delivered by each Obligor and constitute legal, valid and binding obligations of each Obligor enforceable in accordance with their respective terms. (e) The Company represents and warrants that there are no Defaults or Events of Default under the Existing Note Agreements. (f) The execution, delivery and performance of this Third Amendment Agreement and all other Financing Agreements by each Obligor does not and will not result in a violation of or default under (A) the articles of incorporation or bylaws of such Obligor, (B) any material agreement to which such Obligor is a party or by which it is bound or to which such Obligor or any of its properties is subject, (C) any material order, writ, injunction or decree binding on such Obligor, or (D) any material statute, regulation, rule or other law applicable to such Obligor. (g) No authorization, consent, approval, exemption or action by or notice to or filing with any court or administrative or governmental body (other than periodic filings with regulatory authorities, none of which are required to be filed as of the effective date of this Third Amendment Agreement) is required in connection with the execution and delivery of this Third Amendment Agreement or any other Financing Agreements or the consummation of the transactions contemplated thereby. -5- Cleveland-Cliffs Inc. Third Amendment Agreement (h) The Company has terminated the Credit Agreement dated as of March 14, 2003 between the Company and Fifth Third Bank. SECTION 5. MISCELLANEOUS. Section 5.1. Except as amended herein, all terms and provisions of the Existing Note Agreements, the Existing Notes and related agreements and instruments are hereby ratified, confirmed and approved in all respects. Section 5.2. Any and all notices, requests, certificates and other instruments, including the Notes, may refer to any of the Financing Agreements without making specific reference to this Third Amendment Agreement, but nevertheless all such references shall be deemed to include this Third Amendment Agreement unless the context shall otherwise require. Your acceptance hereof will also constitute your agreement that prior to any sale, assignment, transfer, pledge or other disposition by you of any Notes, you shall either (i) impose on the Notes so to be disposed of an appropriate endorsement referring to this Third Amendment Agreement as binding on the parties hereto and upon any and all future holders of such Notes or (ii) at your option at any time, surrender such Notes for new Notes of the same form and tenor as the Notes so surrendered but revised to contain express textual reference to this Third Amendment Agreement. All expenses for the preparation of such new Notes and the exchange for such new Notes are to be borne by the Company. Section 5.3. This Third Amendment Agreement and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder. All covenants made by the Company herein shall survive the closing and the delivery of this Third Amendment Agreement. Section 5.4. This Third Amendment Agreement shall be governed by and construed in accordance with Illinois law. Section 5.5. The capitalized terms used in this Third Amendment Agreement shall have the respective meanings specified in the Note Agreements unless otherwise herein defined, or the context hereof shall otherwise require. -6- Cleveland-Cliffs Inc. Third Amendment Agreement The execution hereof by the holders shall constitute a contract among the Company and the holders for the uses and purposes hereinabove set forth. This Third Amendment Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. CLEVELAND-CLIFFS INC By /s/ R. Emmet ----------------------------- Robert Emmet, Treasurer -7- Cleveland-Cliffs Inc. Third Amendment Agreement The undersigned acknowledges receipt of that certain Third Amendment Agreement to Note Purchase Agreements dated as of December 15, 1995 and for itself, as a guarantor, consents to the terms thereof and reaffirms, ratifies and conforms (i) in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee Agreement dated as of December 15, 2002, as amended by the Subsidiary Guaranty Supplement dated as of March 17, 2003 by the undersigned in favor of the Holders (the "Guaranty") and (ii) that the Guaranty remains the legal, valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms. "GUARANTORS" CLEVELAND-CLIFFS ORE CORPORATION THE CLEVELAND-CLIFFS IRON COMPANY NORTHSHORE SALES COMPANY WABUSH IRON CO. LIMITED CLIFFS OIL SHALE CORP. CLIFFS ERIE L.L.C. CLIFFS MINING COMPANY CLIFFS MINING SERVICES COMPANY CLIFFS REDUCED IRON CORPORATION CLIFFS REDUCED IRON MANAGEMENT COMPANY IRONUNITS LLC NORTHSHORE MINING COMPANY SEIGNELAY RESOURCES, INC. SILVER BAY POWER COMPANY THE CLEVELAND-CLIFFS STEAMSHIP COMPANY CLIFFS BIWABIK ORE CORPORATION PICKANDS HIBBING CORPORATION SYRACUSE MINING COMPANY CLIFFS EMPIRE, INC. CLIFFS IH EMPIRE, INC. CLIFFS MARQUETTE, INC. CLIFFS MC EMPIRE, INC. CLIFFS TIOP, INC. EMPIRE-CLIFFS PARTNERSHIP By: CLIFFS EMPIRE, INC., its General Partner MARQUETTE IRON MINING PARTNERSHIP By: CLEVELAND-CLIFFS ORE CORPORATION, its General Partner WHEELING-PITTSBURGH/CLIFFS PARTNERSHIP By: CLIFFS EMPIRE, INC., its General Partner CLIFFS SYNFUEL CORP. By: /s/ R. Emmet ----------------------------- Name: Robert Emmet Title: Treasurer -8- Cleveland-Cliffs Inc. Third Amendment Agreement LAKE SUPERIOR & ISHPEMING RAILROAD COMPANY LASCO DEVELOPMENT CORPORATION By: /s/ R. Emmet ----------------------------- Name: Robert Emmet Title: Assistant Treasurer REPUBLIC WETLANDS PRESERVE LLC By: Marquette Iron Mining Partnership, its sole member By: The Cleveland-Cliffs Iron Company, its manager By: /s/ R. Emmet ----------------------------- Name: Robert Emmet Title: Treasurer -9- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. J. ROMEO & CO. By /s/ R. Duffy --------------------------------------- Name: Raymond Duffy Title: As Partner -10- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. THE VARIABLE ANNUITY LIFE INSURANCE COMPANY By: AIG Global Investment Corp., investment adviser By /s/ Sarah Helmich -------------------------------------- Name: Sarah Helmich Title: Vice President -11- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. RELIASTAR LIFE INSURANCE COMPANY By: ING Investment Management LLC, as Agent By: /s/ James V. Wittich ------------------------------------- Name: James V. Wittich Title: Senior Vice President -12- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY By /s/ Scott C. Hyney -------------------------------------------- Name: Scott C. Hyney Title: Assistant Vice President ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY By /s/ Scott C. Hyney -------------------------------------------- Name: Scott C. Hyney Title: Vice President -13- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. SUN LIFE ASSURANCE COMPANY OF CANADA By /s/ J. N. Whelihan -------------------------------------------- Name: John N. Whelihan Title: Vice President, US. Private Placement for President By /s/ Ann C. King -------------------------------------------- Name: Ann C. King Title: Senior Counsel - For Secretary SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) By /s/ J. N. Whelihan -------------------------------------------- Name: John N. Whelihan Title: Vice President, U.S. Private Placement for President By /s/ Ann C. King -------------------------------------------- Name: Ann C. King Title: Senior Counsel - For Secretary CLARICA LIFE INSURANCE COMPANY (U.S. BRANCH) By -------------------------------------------- Name: Title: By -------------------------------------------- Name: Title: * Sun Life Assurance Company of Canada is successor by amalgamation to Clarica Life Insurance Company (U.S. Branch). -14- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. THE GREAT SOUTHERN LIFE INSURANCE CO. By /s/ G. Hamilton -------------------------------------------- Name: Greg Hamilton Title: VP - Investments -15- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. THE UNION CENTRAL LIFE INSURANCE COMPANY By /s/ Gary R. Rodmaker -------------------------------------------- Name: Gary R. Rodmaker Title: Managing Director -16- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. PAN-AMERICAN LIFE INSURANCE COMPANY By /s/ Luis Ingles -------------------------------------------- Name: Luis Ingles Title: Senior Vice President Investments -17- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. STANDARD INSURANCE COMPANY By /s/ Julie Grandstaff -------------------------------------------- Name: Julie Grandstaff Title: Assistant Vice President -18- Cleveland-Cliffs Inc. Third Amendment Agreement This foregoing Third Amendment Agreement is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto and that it has not sold or otherwise transferred any of the Notes originally purchased by it pursuant to the Note Agreements. WOODMEN ACCIDENT AND LIFE COMPANY By /s/ Joseph J. Mick -------------------------------------------- Name: Joseph J. Mick Title: Senior Investment Analyst and Assistant Treasurer -19-

OUTSTANDING PRINCIPAL AMOUNT AND SERIES OF NOTES NAME OF HOLDER HELD AS OF JUNE 29, 2003 J. ROMEO & CO. $7,857,143 J. ROMEO & CO. $3,142,857 J. ROMEO & CO. $ 785,714 THE VARIABLE ANNUITY LIFE INSURANCE COMPANY $7,857,143 RELIASTAR LIFE INSURANCE COMPANY $7,464,286 FIRST ALLMERICA FINANCIAL LIFE INSURANCE $3,535,715 COMPANY ALLMERICA FINANCIAL LIFE INSURANCE AND $3,928,572 ANNUITY COMPANY SUN LIFE ASSURANCE COMPANY OF CANADA $2,357,143 $ 785,715 $ 785,714 $ 785,715 SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) $ 785,714 PEBBLE CHART & CO. (as nominee for Great $3,928,571 Southern Life Insurance Company) HARE & CO. (as nominee for The Union Central Life $3,535,714 Insurance Company) PAN-AMERICAN LIFE INSURANCE COMPANY $3,535,714 HARE & CO (as nominee for Standard Insurance $1,964,285 Company) WOODMEN ACCIDENT AND LIFE COMPANY $1,964,285

SCHEDULE I (to Third Amendment Agreement) CLEVELAND-CLIFFS INC Senior Note Due December 15, 2004 No. _________, 20__ $ CLEVELAND-CLIFFS INC, an Ohio corporation (the "Company"), for value received, hereby promises to pay to or registered assigns on the fifteenth day of December, 2004 the principal amount of DOLLARS ($____________) and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of (i) 7.00% per annum from the date hereof until December 14, 2003, and (ii) 9.50% per annum from December 15, 2003 until December 14, 2004 and (iii) 10.50% per annum from December 15, 2004 until maturity, payable semi-annually on the fifteenth day of each June and December in each year (commencing on the first of such dates after the date hereof) and at maturity. The Company agrees to pay interest on overdue principal (including any overdue required or optional prepayment of principal) Make-Whole Amount, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of (i) 9.00% per annum after the due date during the period from the date hereof until December 14, 2003 and (ii) 11.50% per annum after the due date during the period from December 15, 2003 until December 14, 2004 and (iii) 12.50% per annum after the due date during the period from December 15, 2004 until maturity, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in Cleveland, Ohio in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. This Note is one of the Senior Notes due December 15, 2004 (the "Notes") of the Company in the original aggregate principal amount of $70,000,000 issued or to be issued under and pursuant to the terms and provisions of the separate Note Agreements, each dated as of December 15, 1995 (as amended by the First Amendment Agreement dated as of December 15, 2002, the Second Amendment Agreement dated as of March 14, 2003, and the Third EXHIBIT A (to Third Amendment Agreement) Amendment dated as of June 30, 2003, the "Note Agreements"), entered into by the Company with the original Purchasers therein referred to and this Note and the holder hereof are entitled equally and ratably with the holders of all other Notes outstanding under the Note Agreements to all the benefits provided for thereby or referred to therein including, without limitation, the benefits and security of all other Financing Agreements (as defined in the Note Agreements). Reference is hereby made to the Financing Agreements for a statement of such rights and benefits. This Note and the other Notes outstanding under the Note Agreements may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon, all in the events, on the terms and in the manner and amounts as provided in the Note Agreements. The Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with the Make-Whole Amount, if any, set forth in the Note Agreements. This Note is registered on the books of the Company and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Note or its attorney duly authorized in writing. Payment of or on account of principal, Make-Whole Amount, if any, and interest on this Note shall be made only to or upon the order in writing of the registered holder. CLEVELAND-CLIFFS INC By ----------------------------------------------- Its EX-10.A 4 l01809aexv10wa.txt EXHIBIT 10(A) Exhibit 10(a) 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 the Executive. 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 2 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 Company and the Executive agree that it is intended that the Executive will cease to be the President and Chief Operating Officer of the Company on July 1, 2003 but will continue to be a full-time employee of the Company until June 30, 2004. Subject to the provisions of Section 1.1 hereof, commencing on July 1, 2003 and continuing until June 30, 2004, the Executive shall be employed as President of Cliffs International Division, which position is not an elected officer position. It is intended that the Executive will be based in Arizona during this period and will be entitled to the following salary, bonus, and incentive compensation for such period: (a) the Executive will be paid his annual base rate of salary of $350,000 for the period July 1, 2003 to June 30, 2004: (b) the Executive will participate in the Company's annual bonus program, the Management Performance Incentive Plan, for 2003 on the basis of his performance through June 30, 2003 on a pro-rata basis; (c) the Executive will not participate in such Management Performance Incentive Plan with respect to his service after June 30, 2003 or during 2004; (d) the Executive has not received and will not receive any grants of performance shares under the Company's Performance Share Plan for calendar year 2003 and 2004; and (e) if the Executive remains in the employ of Cleveland-Cliffs Inc until June 30, 2004, all performance shares held by the Executive under the Company's Performance Share Plan which have not previously vested will become fully vested on June 30, 2004 and will be valued and paid as otherwise provided in the Plan. 3 Notwithstanding the terms and provisions of the letter to the Executive dated February 9, 2001 under the Company's Special Executive Retention Program, the Executive will not receive the second retention payment which would be payable on or after March 31, 2004 and the Executive hereby waives his right to receive such second retention payment. Except as provided above and subject to the provisions of Section 1.1 hereof, the Executive shall continue to participate in all compensation and employee benefit programs of the Company recognizing however that all such compensation programs and benefits programs applicable to the Executive can be amended or terminated by the Company at any time. SECTION 2. RETIREMENT, TERMINATION OF EMPLOYMENT, OR DEATH. 2.1 RETIREMENT DATE. The Company and the Executive agree that the Executive's employment with the Company will terminate as of June 30, 2004 (the "Retirement Date"). 2.2 TERMINATION ON THE RETIREMENT DATE. In the event the Executive terminates employment with the Company on the Retirement Date and executes the Release of All Claims described in Section 5.2 hereof, the Executive will be entitled to receive the Special Benefits set forth in Section 3 hereof. 2.3 TERMINATION BY THE COMPANY WITHOUT CAUSE PRIOR TO THE RETIREMENT DATE. In the event the Company terminates the employment of the Executive without Cause prior to the Retirement Date and the Executive executes the Release of All Claims described in Section 5.2 hereof, the Executive will be entitled to receive the compensation and benefits described in Sections 1.2 and 1.3 hereof and the Special Benefits set forth in Section 3 hereof. For purposes of this Agreement "Cause" shall mean only (i) Executive's willful failure to perform his duties under this Agreement within a reasonable period of time after receipt of written notice from the Company setting forth in reasonable detail the duties which Executive has failed to perform and 4 the corrective actions expected of him; (ii) a breach of Executive's duty of loyalty to the Company, including but not limited to a breach of Executive's obligations under Section 6 below; (iii) indictment for, conviction of, or written confession to a crime against the Company or a crime which otherwise materially adversely affects Executive's ability to perform his obligations under this Agreement, any business relationships which the Company maintains or the general reputation and good will of the Company. 2.4 TERMINATION BY THE COMPANY WITH CAUSE OR BY THE EXECUTIVE FOR ANY REASON PRIOR TO THE RETIREMENT DATE. In the event the Company terminates the employment of the Executive with Cause, as defined in Section 2.3 hereof, prior to the Retirement Date, the Executive will not be entitled to receive the Special Benefits set forth in Section 3 hereof. In the event the Executive terminates his employment with the Company for any reason other than death prior to the Retirement Date, the Executive will also not be entitled to receive the Special Benefits set forth in Section 3 hereof. 2.5 DEATH PRIOR TO THE RETIREMENT DATE. In the event the Executive does not otherwise terminate employment and dies prior to the Retirement Date, his spouse, if she is same spouse as the Executive is married to on the date of this Agreement, shall be entitled to the Medical Benefit described in Section 4.2 hereof. 2.6 DEATH AFTER THE RETIREMENT DATE. In the event the Executive terminates employment with the Company on the Retirement Date and dies thereafter, his spouse, if she is same spouse as the Executive is married to on the date of this Agreement, shall be entitled to receive the Medical Benefits described in Section 4.2 hereof. 5 SECTION 3. SPECIAL BENEFITS. 3.1 SPECIAL RETIREMENT BENEFITS. If the Executive retires pursuant to Section 2.2 hereof or is terminated by the Company pursuant to Section 2.3 hereof and the Executive executes the release described in Section 5.2 hereof, the Company will pay the Executive a supplemental retirement benefit commencing on the first day of the month next following his date of retirement or termination of employment a monthly amount equal to the monthly amount of his unreduced accrued retirement benefit under The Pension Plan For Employees Of Cleveland-Cliffs Inc And Its Associated Employers ("Qualified Pension Plan"). Such monthly benefit shall be paid until the month before the month in which the Executive is first eligible to receive an unreduced retirement benefit under the Qualified Pension Plan at which time the payments under this Agreement shall cease. At the election of the Company such amount may be paid under the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan or may be paid separately by the Company. 3.2 CONTINUATION OF ARRANGEMENT WITH AYCO. The Company hereby agrees that, unless this Agreement is terminated pursuant to Section 2.4 hereof, the Executive will continue to be provided with personal financial planning services by AYCO until December 31, 2005 and shall be provided with personal tax return preparation services by AYCO for the Executive's taxable years ending in 2003, 2004, and 2005. 3.3 EXPENSES AS 2003 PRESIDENT OF SOCIETY FOR MINING, METALLURGY AND EXPLORATION. The Company agrees that, unless this Agreement is terminated pursuant to Section 2.4 hereof, the Company shall pay all reasonable travel expenses which the Executive shall incur as the President of the Society for Mining, Metallurgy and Exploration during his term of office as 2003 President of the Society. 6 SECTION 4. RETIREE MEDICAL BENEFITS 4.1 RETIREE MEDICAL BENEFITS FOR THE EXECUTIVE. The Company will, in accordance with a letter dated May 20, 1997 from Mr. M. Thomas Moore, Chairman and Chief Executive Officer of Cleveland-Cliffs Inc to the Executive, provide retiree medical coverage to the Executive and his spouse and dependents, if any, on the same terms and conditions as retiree medical benefits are being provided to retired salaried employees of the Company subject to the right of the Company to amend or terminate retiree medical benefits at any time and subject to all conditions specified in such May 20, 1997 letter. In order to be covered by such retiree medical benefits, the Executive must make such contribution to the cost of such coverage as is being paid by other retired salaried employees of the Company. In the event that the Executive shall fail to timely make such required contributions, the retiree medical coverage under this Agreement shall cease. The Executive may elect to have the payments under Section 3.1 hereof and the payments under the Qualified Plan reduced by the amount of such contributions. In the event that the Company shall establish different retiree medical programs for different groups of retired salaried employees or provide for different contribution levels for different groups of salaried employees, the Executive shall be covered by the retiree medical program and the contribution level which applies to retired salaried employees whose dates of hire and service most closely resemble the date of hire and service of the Executive. Executive may, however, be allowed to choose alternative levels of retiree medical coverage and contribution levels, if such alternative levels are made available by the Company to others under its salaried retiree medical plan. 4.2 SPOUSAL MEDICAL BENEFITS. In the event that the Executive dies under the circumstances described in Section 2.5 hereof, the Company shall, in accordance with a letter 7 dated May 20, 1997 from Mr. M. Thomas Moore, Chairman and Chief Executive Officer of Cleveland-Cliffs Inc to the Executive, provide retiree medical coverage to the spouse of the Executive at the time of his death, if she is the same person who was his spouse on the date of execution of this Agreement on the same terms and conditions as retiree medical benefits are being provided to surviving spouses of deceased salaried employees of the Company subject to the right of the Company to amend or terminate retiree medical benefits at any time. In the event that the Executive dies under the circumstances described in Section 2.6 hereof at a time when the Executive is covered by retiree medical benefits for himself and his dependents, the Company shall provide retiree medical coverage to the spouse of the Executive at the time of his death, if she is the same person who was his spouse on the date of execution of this Agreement on the same terms and conditions as retiree medical benefits are being provided to surviving spouses of deceased retired salaried employees of the Company subject to the right of the Company to amend or terminate retiree medical benefits at any time. In order to be covered by such spousal retiree medical benefits, the spouse must make such contribution to the cost of such coverage as is being paid by other surviving spouses of deceased retired salaried employees of the Company. In the event that the spouse of the Executive shall fail to timely make such required contributions, the spousal retiree medical coverage under this Agreement shall cease. The surviving spouse of the Executive may elect to have the payments to her under the Qualified Plan, if any, reduced by the amount of such contributions. SECTION 5. RELEASE OF ALL CLAIMS. 5.1 RELEASE AS OF DATE OF THIS AGREEMENT. By executing this Agreement, the Executive hereby fully releases and forever discharges the Company, its Affiliates and Successors, and their officers, directors, shareholders, agents, representatives, and employees, 8 from any and all claims, debts, liabilities, demands and obligations, known and unknown (hereinafter collectively referred to as "claims") of any kind, character and nature which the Executive has or arguably may have now or in the future against the Company and any of the entities or persons identified above, especially, but not limited to, those matters which may arise out of or in any way relate to the Executive's employment with the Company and which occurred from the beginning of time until the date of the execution of this Agreement. This release is intended to be broadly construed to encompass all possible legal and equitable claims, and is intended to include, but not to be limited to, claims brought under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, which prohibits discrimination in employment based on race, color, national origin, religion, sex; the Americans with Disabilities Act, which prohibits discrimination against individuals with disabilities; Fair Labor Standards Act of 1938, as amended; the Family and Medical Leave Act of 1993, the Civil Rights Attorney's Fees Awards Act of 1976; or any other federal, state or local laws or regulations prohibiting employment discrimination or restricting an employer's right to terminate employees. This Release also includes any state or federal claims for wrongful discharge, breach of contract, breach of promise, breach of public policy, or any claim of wrongful doing arising out of Executive's employment or the termination of the Executive's employment. The Executive warrants and represents that he understands and acknowledges the significance and consequences of this release and waiver, that the Executive has been advised of his right to consult with an attorney for information and advice concerning such release and waiver, and that such release and waiver is freely and voluntarily given. This Release is intentionally broad but is not intended to release any claims the Executive may have for vested accrued benefits under any 9 compensation program or employee benefit program of the Company provided that such claims for benefits have not been denied prior to the date of execution of this Agreement. The Executive further warrants and acknowledges that he has been given a reasonable period of time of at least twenty-one (21) days within which to consider the terms of this Agreement and that the Executive has carefully read, understood and agreed to each and every provision contained in this Agreement. 5.2 RELEASE ON JUNE 30, 2004. The Company agrees to provide and Executive agrees to execute and deliver to the Company an additional release in form and substance similar to Section 5.1 hereof on June 30, 2004. 5.3 RIGHT TO REVOKE RELEASES. The Executive shall have seven (7) days from the date of his execution of this Agreement within which to revoke the Agreement. Said revocation shall be in writing and delivered to the Company. If the Executive revokes the Agreement, all provisions of the Agreement will be null and void. The Executive shall have seven days from the date that he delivers the release described in Section 5.2 hereof to revoke such Release. Failure to deliver such Release or revocation of such Release will terminate the obligation of the Company to provide any of the Special Benefits to the Executive described in Section 3 hereof. 5.4 RELEASE DOES NOT APPLY TO CLAIMS FOR INDEMNIFICATION OR INSURANCE AGAINST THIRD PARTY CLAIMS AGAINST THE EXECUTIVE. The Release contained in Section 5.1 hereof and the Release described in Section 5.2 hereof shall not release claims which the Executive may have against the Company or against any insurance contract purchased by the Company for indemnification against claims against the Executive by a third party arising out of his service as an officer or employee of the Company or his service at the request of the Company as a 10 director, trustee, officer, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise. SECTION 6. COVENANTS. 6.1 DISCLOSURE OR USE OF INFORMATION. The Executive will at all times during and after the term of his employment by the Company keep and maintain the confidentiality of all Confidential Information and will not at any time either directly or indirectly use such information for his own benefit or otherwise divulge, disclose or communicate such information, except as required by law, to any person or entity in any manner whatsoever other than employees or agents of the Company or its Affiliates who have a need to know such information and then only to the extent necessary to perform their responsibilities on behalf of the Company or its Affiliates. As used herein, "Confidential Information" will mean any and all information (EXCLUDING INFORMATION IN THE PUBLIC DOMAIN) which relates to the business of the Company and its Affiliates including without limitation all patents and patent applications, copyrights applied for, issued to or owned by the Company or any of its Affiliates, inventions, trade secrets, computer programs, proprietary engineering and technical data, drawings or designs, proprietary manufacturing techniques, information concerning pricing and pricing policies, marketing techniques, suppliers, proprietary methods and manner of operations, and information relating to the identity and/or location of all past, present and prospective customers of the Company and its Affiliates. 6.2 CO-OPERATION. During the term of his employment by the Company after the date this Agreement is executed and for a period of twenty-four (24) months following the Retirement Date, the Executive will not attempt to induce any employee of the Company or an Affiliate to terminate his or her employment with the Company or an Affiliate nor will he take any action 11 with respect to any of the suppliers or customers of the Company and its Affiliates which would have or might be likely to have an adverse effect upon the business of the Company and its Affiliates. Executive hereby agrees not to make any statement or take any action, directly or indirectly, except as required by law, that will disparage or discredit the Company and its Affiliates, their Officers, Directors of the Company, their employees or any of their products, or in any way damage their reputation or ability to do business or conduct their affairs. Executive agrees that subsequent to the Retirement Date he will, in conjunction with a Company request, reasonably co-operate with the Company in connection with transition matters, disputes and litigation matters upon reasonable notice, at reasonable times, and will be paid or reimbursed for reasonable expenses incurred by the Executive relating to such matters. 6.3 NON-COMPETITION. The Executive hereby agrees that the Executive will not, for a period of two (2) years after June 30, 2004, directly or indirectly, for himself or for others, in any state of the United States or in any foreign country where the Company or any of its Affiliates (as defined below) is then conducting business: (1) engage, as an employee, partner, or sole proprietor, in any business segment of any person or entity which competes, directly or indirectly, with the product lines of the Company or its Affiliates; or (2) in connection with any product lines of the Company or its Affiliates, render advice, consultation, or services to or otherwise assist any other person or entity which competes, directly or indirectly, with the Company or any of its Affiliates with respect to such product lines. The Executive understands that the foregoing restrictions may limit his ability to engage in certain business pursuits during the period provided for above, but acknowledges that he will receive sufficiently higher Special Benefits from the Company than he would otherwise receive to justify such restriction. The Executive acknowledges that he understands the effect of 12 the provisions of this Agreement, that he has had reasonable time to consider the effect of these provisions, and that he was encouraged to and had an opportunity to consult an attorney with respect to these provisions. The Company and the Executive consider the restrictions contained in this Agreement to be reasonable and necessary. Nevertheless, if any aspect of these restrictions is found to be unreasonable or otherwise unenforceable by a Court of competent jurisdiction, the parties intend for such restrictions to be modified by such Court so as to be reasonable and enforceable and, as so modified by the Court, to be fully enforced. 6.4 INJUNCTIVE RELIEF. In the event of a breach of any of the provisions of this Section 6 by the Executive, the Company will be entitled to preliminary and permanent injunctive relief, without bond or security, sufficient to enforce the provisions thereof and the Company will be entitled to pursue such other remedies at law or in equity as it deems appropriate. SECTION 7. MISCELLANEOUS. 7.1 DEFINITIONS. a. The term "Affiliate" shall mean any entity controlling, controlled by or under common control with the Company, including, but not limited to, divisions and subsidiaries of the Company. b. The term "Successor" will include any person, firm, corporation or business entity which acquires all or substantially all of the assets or succeeds to the business of the Company. 7.2 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling. 13 7.3 GOVERNING LAW. To the extent not preempted by federal law, the provisions of this Agreement will be construed and enforced in accordance with the laws of the State of Ohio. 7.4 SUCCESSORS. This Agreement is personal to the Executive and will not be assignable by him without the prior written consent of the Company except that he can assign any payments under this Agreement (but not any of his obligations under this Agreement) to his spouse or to his estate. This Agreement may be assigned or transferred to and will be binding upon and inure to the benefit of any Successor of the Company. 7.5 ENTIRE AGREEMENT. As of the execution date of this Agreement, the Company and the Executive agree that this Agreement shall become effective as of July 1, 2003 and shall replace the Management Agreement dated August 17, 1998 between the Company and the Executive as of the Retirement Date if and only if the Executive terminates employment with the Company on the Retirement Date. If and when this Agreement has become effective, it shall supersede any other prior agreements or understandings, oral or written, between the Executive and the Company with respect to the subject matter hereof and shall constitute the entire agreement of the parties with respect thereto. 7.6 MODIFICATION. This Agreement will not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement in a written instrument executed by the Company and the Executive or their legal representatives. 7.7 EXECUTION OF AGREEMENT. In executing this Agreement, the parties acknowledge that they do so freely and voluntarily after having had ample time to fully consider and reflect upon their decision to enter into this Agreement, and not as a result of any duress, fraud or undue influence exerted by either party upon the other. In addition, the Executive acknowledges that he has read this Agreement carefully, that he has been advised by the Company to consult an 14 attorney or other independent advisor of his own choosing, and that he has determined that it is in his best interest to enter into this Agreement. 7.8 PERIODS FOR CONSIDERATION AND REVOCATION. The Executive acknowledges that he has been given the right to a period of at least twenty-one (21) days, if he so desires, within which to consider entering into this Agreement and that he further has seven (7) days following execution of this Agreement to revoke it. This Agreement shall not become effective or enforceable until the date the revocation period has expired. 15 IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the day and year first above written. CLEVELAND-CLIFFS INC By: /s/John S. Brinzo ----------------------------------- And:___________________________________ /s/ Thomas J. O'Neil __________________________ THOMAS J. O'NEIL EX-31.A 5 l01809aexv31wa.txt EXHIBIT 31(A) Exhibit 31(a) CERTIFICATION I, John S. Brinzo, certify that: 1. I have reviewed the quarterly report on Form 10-Q of Cleveland-Cliffs Inc; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; over financial reporting. Date: July 31, 2003 By /s/ John S. Brinzo ------------- ------------------------------------ John S. Brinzo Chairman and Chief Executive Officer EX-31.B 6 l01809aexv31wb.txt EXHIBIT 31(B) Exhibit 31(b) CERTIFICATION I, Donald J. Gallagher, certify that: 1. I have reviewed the quarterly report on Form 10-Q of Cleveland-Cliffs Inc; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal controls over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal controls over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; over financial reporting. Date: July 31, 2003 By /s/ Donald J. Gallagher ------------- --------------------------------- Donald J. Gallagher Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer) EX-32.A 7 l01809aexv32wa.txt EXHIBIT 32(A) Exhibit 32(a) CERTIFICATION PURSUANT TO ------------------------- 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cleveland-Cliffs Inc (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John S. Brinzo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 31, 2003 ------------------------------- /s/ John S. Brinzo - ------------------------------------ John S. Brinzo Chairman and Chief Executive Officer A signed original of this written statement required by Section 906 has been provided to Cleveland-Cliffs Inc and will be retained by Cleveland-Cliffs Inc and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.B 8 l01809aexv32wb.txt EXHIBIT 32(B) Exhibit 32(b) CERTIFICATION PURSUANT TO ------------------------- 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Cleveland-Cliffs Inc (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald J. Gallagher, Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: July 31, 2003 ----------------------- /s/ Donald J. Gallagher - ----------------------------- Donald J. Gallagher Senior Vice President and Chief Financial Officer and Treasurer (Principal Financial Officer) A signed original of this written statement required by Section 906 has been provided to Cleveland-Cliffs Inc and will be retained by Cleveland-Cliffs Inc and furnished to the Securities and Exchange Commission or its staff upon request. 10-Q 9 l01809ae10vqxpdfy.pdf COURTESY COPY begin 644 l01809ae10vqxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"CDP(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`Y,B`-+T@@6R`X-34@-#0Y(%T@#2],(#0P,S(T.2`-+T4@,CF4@,3$R#2]);F9O(#@Y(#`@4B`-+U)O;W0@.3$@,"!2(`TO M4')E=B`T,#$S,C$@#2])1%L\,#(Y,S4S9#-C-60V9#@S,#0X86)F83EC9#@T M.#DS,3`^/#`R.3,U,V0S8S5D-F0X,S`T.&%B9F$Y8V0X-#@Y,S$P/ET-/CX- MFSU%3Y=O3(1%?S@^LZ50)]/V0OGH:&#@Z.A@8,!@0)`QD,L:`6$S M6\`(93B+HZ.!&60(8RA(7QJ(@(@RPE1(`(68@>(DAAHPB#P9V(0-@;00$(N` M`\V$@9?90>APC$;`^R[MGP<6,C"P'F#CWN#":./W^^2QC%C70WH*0&4``08` M`P^;[`UE;F1S=')E86T-96YD;V)J#3$Q,2`P(&]B:@TS-#`@#65N9&]B:@TY M,B`P(&]B:@T\/"`-+U1Y<&4@+U!A9V4@#2]087)E;G0@-S4@,"!2(`TO4F5S M;W5R8V5S(#DS(#`@4B`-+T-O;G1E;G1S(#DX(#`@4B`-+TUE9&EA0F]X(%L@ M,"`P(#8Q,B`Q,#`X(%T@#2]#7!E("]&;VYT1&5S8W)I<'1O M2]Z97)O+VHO32]Z+VXO;VYE+T$O:R]/ M+W1W;R]M+W%U7`UO=&5R:6=H="]1+W@O=&AR964O;R]P87)E;FQE9G0O4B]F M;W5R+T4O4R]P87)E;G)I9VAT+W`O5"]F:79E+W$O52]G+T(O96U<#61A7!E("]4>7!E,2`-+T9I M7!E("]&;VYT M1&5S8W)I<'1OF5<#7)O+VHO32]Z+VXO;VYE+T$O:R]/+W1W;R]M+W%U M;W1E7!E("]&;VYT(`TO4W5B='EP M92`O5'EP93$@#2]&:7)S=$-H87(@,S(@#2],87-T0VAA&$I,38N-2AC*2TW+CDH="DM M,C0W+C$H;BDR,RXW*&$I+3"DR.2XX*&5C*3(R+C8H M=2DU+C0H="DR+CDH:2DR-RXS*'8I-2XT*&4I+3(T-2XW*&\I-2XT*&8I.2XQ M*&8I.2XQ*&DI,C2DM,C0S+C@H,C0L*2TR-#DN.2@R,"DR-"XU*#`S+"DM M,C0Y+CDH=&@I,C0N-2AE*2TW+C$H7!E("]%;F-O9&EN9R`-+T1I9F9E#,@72`-/CX@#65N9&]B:@TQ,#(@,"!O8FH-/#P@#2]C;&5A7!E("]&;VYT(`TO4W5B='EP92`O5'EP93,@#2]2 M97-O=7)C97,@,3`P(#`@4B`-+T9O;G1"0F]X(%L@,R`M,S`@-#`@,"!=(`TO M1F]N=$UA=')I>"!;(#`N,#(T,S@@,"`P("TP+C`R-#,X(#`@,"!=(`TO1FER M'AX@(B(B)"8F)B@J*BHL+BXN,#(R,C0V-C8X.CHZ/#X^/D!"0D)$1D9&2 M$I*2DQ.3DY04E)25%965EA:6EI<7EY>8&)B8F1F9F9H:FIJ;&YN;G!R'IZ>GQ^?GZ`@H*"A(:&AHB*BHJ,CHZ.D)*2DI26EI:8FIJ:G)Z>GJ"BH MJ*DIJ:FJ*JJJJRNKJZPLK*RM+:VMKBZNKJ\OKZ^P,+"PL3&QL;(RLK*S,[.S MM#2TM+4UM;6V-K:VMS>WM[@XN+BY.;FYNCJZNKL[N[N\/+R\O3V]O;X^OKZ_ M/[^_P$#`P,%!P<'"0L+"PT/#P\1$Q,3%1<7%QD;&QL='Q\?(2,C(R4G)R)BXN+C8^/CY&3DY.5EY>7F9N;FYV?GY^AHZ.CI:>GIZFKJZNMKZ^OL M;.SL[6WM[>YN[N[O;^_O\'#P\/%Q\?'R/CX^7GY^?IZ^OK[>_O[_'S\_/U]_?W^?O[^_W___P(,`.>L/Q`*96YD M7!E("]4>7!E,4,@/CX@#7-TF/G6[4SFQW MQME_SOSFS/G.G.\[O_/AF+D9AN,XY>F]:J7ORGG!JEBE=D&@.E81]R[]*2?& M.`>(.5(GEV5+YK^+2]]'EW?112:51ZJW M**5!*=I$9:Q6ZAL7H=;$JS6*1&7D0JE4'A,C#7S702L-5&J5&ITI^WY4J4HK M54@3-8I(9:Q"LUVJCI+ZJ>+4B2GQ2JG<6ZJ(BW14:Z0J$TZ[8XM6%:E2:%1* M[>_8]S3?/_](&\,Q`L,$/&R*%3;3'EMICZDP3(UA21B6AV&?F>3">%@Q=A>? MA'O@(V:LF9-9H%F,V6FS<9X[KYXW8NYI7F=^AP@ASA(]BGVW_3\:'>2@. M%=]WF.9@<*B:3DV?+14:FKBWQT1G*O4#_VH#_E!H)?4/;CF72P./#.OR.A"Z M7W!-Y4=20XC*VB!?Q?N,`9)P'EB9KH M7>$1'7L:2XH+"HK8@GU%!87BDI*WXHRXIJJL_HI'C&N?)*N8^*G_JN(ZTZ0]D!Z5 MX!VUAM7O)1K)\\=ZCS'E68T)^EA#)!O6L-N5V4WVS2^X^*4X/CM>'S!R]%:X MI%1/+`UP;?5CA-)LP);I1"#KHL*?H!DT5?O_E:3"_Z@EK+N&=T$^KPL.T7Z0 M?XT42C.`A]\!'@^F99@8UK97=1Y/:(R-U6BV*]M2:R5"]Q*=<742G@E?\Z#; MM`(?/DKY]VKB%E^8UF@4->+UKZ#\%0^*C"P-UH5HG[=['M(C:V2=!YD_W"J$ M?6`M:31'?@J4A"S0E!Z4"'[@UP.),`4L%)"$_"1"0Z5QCFE;*M.6+6R@N9+O MD53:*^'&R:Q"Y",CTLBCEPR&,G&;(4$GF?B"E$?E!>2Q0L,@5S>`P^@(CU/# M='IW,>$7F9P;)499?'"'5<29KYZ.OF7`W.F6;/&"36A>+%N;0UP\VC(X*@:+ M!L<-'N%.S@LE:#4*(-(YAA2F=7"C5T5P=TAYC[H-"^`)?;NP(:Z#8X>FV1Q)K*0NO8Z%Y`D*NL&_4,JF8N!5'H6 M%Q#&1S+)"=?9)80NS(R,Q+$2,E'.-I#Z'.+LO>+`=L+7J'(F4%">=`: M-B3^N[7B"$/#!ZDQ MV`;]-/4"2)>>6#GC%:KP<]W<_X"EQD9[NTXTLDB&7.GE-UQ@*FLJG"Q^5'/2V;P+S<0L61VR&S7;M53N0FXR'M+C#-#/7C$S:)[3USX M_D%[2/#BH"BEAMU:M^CR0T98HX.LTYQY$][R$O3CO"L[:"@Y#+,A$+8QX#8/ M"&2%;-P0ANQ=SB$!,-]KH"13LE-W[V'W:E3I$2+ M9^R`28./Z\:>@KT!K?*(?@&=+A8,#_/BQ:Z1J$3+_Z)6^MP7X MZ4.']"XJ_I=WYM#<6C;4?X=YZE^FR]B4&QS5LOO$_YC#MO^:`R4[R45_U`$X MW%`#7YSBEB3AE49OGG%=#1U6E%:Z_3XJY/KMDO@HL3^M/#J5B8K.CV*3X0`YL=OD0T!" M$PA0$R&$:X::Y$[HZ8:RSN0:$1!O(.>-*Y!4>Y71EGZ\MR)=SDSXDZO2=R[- M,^&?D50;:(X`>_)GMU[G:DFAJ?!LZ?.CP&/`$7E6.+.HE0__8;O:HZ(XKWC6 M=>8SQT:CV^4QVS-KQ0F9_^;,=^_O M]]W?_=T[;^,7ZH<-IO0FK2KI^-:CL>$< M59S>>P%O&+?.R.95<1`EG5-76,7#,/1DXA^/\!<7NB>'AVCP%:NM0PLV`F/-=RS. MM)(I@=60JF,CMJ=OH1S'PF:VJ<1:R8.&!67MU@E.;0V;`T&,;P^K:A'(69,[ M:ZJ,:[HN8S[%E2Q(K600K*:J.?,\\<[J_6[58VD+-3L:F\Q,-R2':W`DC5U7 MF%?#PV]^&?O.3['?(.'&U)G9M.B-(HG(32[YC(,$`B/-GUG%ROCK1=+W7EI,NDM*KQ7P(M8+Y&J6@]86H_$D1/_R/>7?=W[0%JOH M[2\J@'B4Y7[0);*S[%N*;LC!;M447LFEA[H$S*1'UN(:'M>3'N*T"N6"JVC'M M6=VFR;R;*>\\8]DE#A:1VLJGPYFFF(1G3(#>` M.NOB[DN5N7_.#Q312?IDO$_Z1A:2*A$.T[F!S0+;)PY5ZW/I)0I2,SD"LYG- M+/I'S<_&$$V8P=:NE>+)S9K""W*M]CYCH>B4RCU*;X\<:S6+'_KLN%6R,_BV MP%[-KLRDX$,(OJ!/G6&B\(PBF9VKK_J6DX+L!.R^`XR#A4+I/&/W+6?#M_51 MI-*]*^2$1H%JK&8EM=)XPR M8Q".0:4UQ1!_/<`V`%TIA;`\D M7,1-N@%\L<)K2"JO-H<6OO*?4O>0,=,.GY'I))X!! M)JWM'3;0T0+-,E%Z"=MDHM[1HGJ=?4MYTFY>N^NPA,= MX)^#@91WB#G40EUY-2V:MT/1?0_2OE%*2^E6K6>WFTVZA,W+FQ9IQH];BFSP MN35?1FMA]*2RF"AN^7M14U"S$OP."[R.K<.-3!5;5N2JY.N.QES30-"%AW>U ML!;O5T`(]Y=C]5U/SHT/=_$U;&_C2/_RG:G#..PFDQ.C]V6Q+^S*>J#:1J<;07M.2U:)`#IO+C1WCP.([ M%.!D8;-TJNZ:PW$DETZ&S_MBYG\_4?E]F!R3=GA33G/V>DZ?&9^IYW$(?HD! M\#63NL]8Y>):#MGK:<@*@9RP.+,:PQK#`X9A,XZ0?L682K-<#JZVHN"@G7YA M%L@G)L>FAK"VT3W8>@Q_-X`F'BM-.8"*O^&&YJ!`)WL:EM^"V(OPEF-?F>/H MS@$_>6B1-U+I72"#R:!@+"V6.$Y(2=9MXI%!?NUIY@\/#(T57)W;=MQ&,WTL MD%.F2K,'0^@Z\/L`'(_+IX9LW[8L.U"`-)&LMV_(;>#$^GV5M3P,A.`'.(PI MTS4O-W!QB=95.;1V72)9D9_L6/\Q+H/=`=0=(B_=K\T]D1?XW-0O4"]<*@-* M$-CZ-G-;H&(-@T%]\VIC70O-0(;9)=]H4NZ2[2JD;(M2SDX1( M]-=@$2M%2$\9IZ^:).,,II;]M+3D/`1IX$/6-\_WE$F5SA`W_9D;=#_]$S#I M8:I[:.O?Y]Z!X-MTN+;;;]%20A)"$F`D!`"X1TNSR`0GH(14!'E59_L6+$" M5K$I5M9MMVZU=3QWYK@S>X*[[C\[<_^Y,]]W?K_S/<[W^Q+EC$:=J!#1TQK[\6KJZO6"P MCW52=?`+;\)-W+ETY]LVF/X],8.WQ2GRRZ+QV@[Z;]TK_N0MPWD$)SQ-I]F- M,C+ZQ?%+<.]5Z#[W\@`$Z-WM?OO3N/.:2R65S]I[QDV9B25LL6B8E%- M:K-A:9NANJZ1JE6T)S4PU2?"N!@:+R..]B?2_>7N!S-_[8?"$4Q[2%_-_\[R MFGC++$RW$:?AWY^3,=F1)X_2WAYC<`U<]M7@V,!@PJX2EDB&;JB%]-+HZWLI M?AS8N5ZVJ+-8[X6K=A<@<$W0Y-MQ?P:^$F,CHM?)<[[?U)+_P\BX7C0NBB]!Q: M1_\%O>>#]J(/IS?CO6C%%;BLO9Q%#^!:\OMJ:\LH?;_<*[B$Q6J(XU=WP*,6 MAU]L"^`-WH]$BZ"CL,VL9.31QX,^&_.;K%+P%G8`32OX2KIH^*H9N33#>:K0X6R:2O]UR#0;<:[$0 MDZY$O^O3#61;;4-[#X-_!U1F_0]:QTG=H"Z,\MMU!+W-8`LDC#G;SA*3X2.\ M)WG+VM@]6XVH%)'FLUU;4Q_?9XB'KO#.!=*Z#<@R#*5B;.C*18A*8^GM;L%H MX?ZNT*NI+'&WP7V+7B&E4IJS6A0,,>4:$!-R#&-,'7D^!S\9@P)+YJ2KD2%F MOD-DL2"I(+BPD:H_VUMO8(J[-97TV"]6^-8E=9VJD77"X:%'7N?[K@WZV(@9 M7L:1@64J(Y[9P>!L/ER(%NT+2@B,?5V.A?\IQ[#Y%!>^2?&K!+!#E7,X!P*]=*CYHCO5@4!+9)-$$:;!$+G+9@X$45H^GP@^?.WSS_ MV$:\P'N-BA/N+-+48$4,05ZAOR1`XB]=*@<&D\E015?7Y?NR2`ZV2G/W:AEB MR0W^7W@7E50E=+>9S:T646-2K#P!BX4M*+F+GZH8!%+I/#R_X7`W#=Q MT*,*!^VAC;A7LA@J.&%Z@2#>("KMI:`W%H`,VB.HE):I M-T26!(RC==!O26N+`#I#VJ(?ICD4G@GZ2K.5ZFRE/).-B/,]%).H,RSA/P)Y MN*-X/ZE?9M#KCBHK,-'68ED8^TH,#F?KO)3,?"!?VID\M1$]#8NADA/N+Y26 M7J'X'^;=G]G=_>;=*__GG@H.92A\\;;`;\;^+J:<(>=9&]QC_WZ_C!B<_8[T M2M)%Y.-!`;$&\89""IX'QPLCMH9I(;P8E@=UIVC![BZ1QX%A!8N$T!8V@ MR]R%.^_K`M\`%L6`+V2ZP%QLD<*!5(/@2$E!FQFO.F`R\]?E6WSVG10S?'2YL'JZHX@V M7X-^@QCD-N7Y^/I$7UL-:T0^PL#,M$^UF)BR"H259Q1=I/!+@"NH*$3@ST^]*]4WG:=MQ/5I M&WE0ICVDP@G(X4"`(:[H-D68H`ATG+MTBB&NGRJ//4V?JJIKZDQOB(N*2_<, M876/YV==:U!Z8$:0#-_54%;QWTYTZE"9C6)^;Z,ZW?GR#1\3C)L(-A'-\"MX MBR3*\^`?!$HAT9:GU>2HI8GU1^@_AGL?_&PT^D8L2[1#6&A=$FW-; MZZGF!NOHN?/BE6;<::HA_IT.APD\1TKQ'%F%QTBIWIC#1/O)15&1CB*1*#>+ MTAJTAGQF&(T(5_<>OWQAH+/_%*.H$"B4&:($.D!_M9V%UF?`274EJXI?7.5\ MQP9WXI+&:]O)2^0^G:ZQFX+_0.Y2,*$K$D=0Q'F4!>)S5.IL1G0\*3.)]E;? MJ&+A?;0J$[3I.G3[*&0$'WQSLK?V8I'5RO3W"S8!@TY`2`9JSE2-5#DZE8CY MPYQ#'1^V@$^USSY6+FS*-ZO3J!A/M#[.C5D)RP3:TERNDFHR_[ORLGMI*@[C MN$.W8V86'J5Y#IP1U$41V`N]2-A%*.A%4A`ER MN;ESYG3-UY%OF%F@14E&-Q*$=1&DX$580='5<^;/BWZSO\";Y^KA^WR>Y^)Y MOH]WV,-(J)(EAEQ#-JEMIN078H>O9M9$/(X^6NB+CX4TD`>?A]\+D:F4:U8( M1GACA,N2(I8\ERY_Q/HL,6P?;M(>LL4IY"56HMY%T#IE+#'B#'0-50&-?JKOBGZS0/?Z0^.X MZ0RP?D<]RB;18PW0`5]P+J(!!GY+L_Y@3"B0"+PF(&'$ITPQ(->EP_):OL_> MW\U21HNC-;7(M!+QF-?QC2LH#RK5ZY`=""<2"WR!A,ZPQ(`K[C)2/39+Q5FF M8Z+N0Y2*C7BB&*B>)2;Y?O=\Q0]T5(U4J*A%:W+JN`(6CF$]HSOJU(3$6&\? M\Q4.*K%!V+CP5UZ4,_B1."GAFQ[V%.1LNA,RE5`L1]+E\T#G/_(IBSMMK4=HQ*C@B7Q< M*:$_!(>RE%'56\$WM48#HT*#.\>Q=3Y`Y&S*I9"&TL#A?IB[,-<`FJU4(.?) M,BC$?V=V6INYJ+R$NKC2%1^9E!:>-07;K7:7BV-<#L[EI*U6?]]@Y.7J\C/`>V2PBUSZ>#-N"US2_]1'!@E+32_#^[R\AQ8$NZ6CL[J\5D-R8.O80WY.\O`NR3:[ M2[+-8A*3F#PA(F,0#&X52($=EB=,HGPS"-5B)KK'RX8`''+O&\_:V"]S>9#, M_P>!-2NF"F5N9'-TBR>K>]%U9G_TQ_XY<^:;^: M%F1(C1]!9_%*$3^>X-\3\YR$=[;A50YCT!_37A:\_%#*-1"OS>:WU8&"QE%P MSNGB>&6K0B0E"%FMI?F81N/EJ='XS#6DYQF3$M=FJJ?$O:_V\O/U]ABI/F^J MWTCUTZCGQ!O6Z-2+\TR9.KU)O2`MSF!,-QBUF;IX3[5Z3FJJ.GID@DD=K3/I MC-D"^F93=9))K55G&K7Q.KW6F*(V)*C#D](,F7GI.O6<$+4V+7ZZP:A.$GBF MK#6FI/@DK3%)9_HO=T3EF^Y_1(L(D50DDHE%CF*1D[W(U58TS5$4Y"+:(A*% M"$:);$2[1/V$'1%`I!-E1#/Q2NPC-HN?2_PD6R7/;,;8-$CET@BI1?J:+",? M4T'4<1DKJY*]MO6UW61[W<[7KMKN)_ME]C\X+'&XZ^CF:'9\(#?(_SU*-^KG MT<&C*T:C4[33?D6JHIN>0)?2KYT]G*\RWLQZ9FA,U)@#8YFQ2\>>&.<\[G.7 M"2[[7'YT^:?52VYNYE\V*0X\"6B`R9<&01S60-^#/5#)T`.=R4=S%[&>"SY+ M+^'H)_`[?BD#$RA#_=J&J36R_I@`RJ=T<@S:LN@(TJC>M1QNH^B!F"]C#B2" MYQ%D47.4BAZ"=/\P^Z[HB7X2?I M3-&V@'V];-?IW>U?<')\`#P\1F_P5MR#\)!N.HIN>`8\XR`ZWPS2ZZ!@_Y36 M%?1IHGYI^,G\)FYG54657N'<4"!(X^]&?N6@!+8R&#O:^`9*Q M`)PX`_4LZNP\M+#8N7"U[V).;O7:#-X$3.^67,90YO]<##X"&7$"2B5P#(XQ M6(HR*"6%48400+1#@*2]5Q"YLB7A]*G6EM,G=6TK5R3&K>+DA4W#+DW$/I@! MXV&&!'K!R"S8L+`DF\LI*4I,4"Y==PTFJB"/>F`&Q8W3#8MP*H>GT)[!3X?0 M#9Q!_1?P@U#8A`X@2,`L\I4`"8>X_P(('CCH:@1.BT#TZAVLB'W[3M7VO\MRK/?IMCY)^=.OPZBB-GW%%@6H= M1??T9X"3%EU8KZ5I*[@(_9"/,D6?F1S>F_:#(-`1Y*"^'=OG?T!%/SJQO\UR MAQV<>WPJVLWV"D\3%$,U2D#"!^,01T)<7!*6D'*-W[';P*:X&WO2N!]_B0#!\D_ M`BW%V^0'.-17TE]R0^]R/O/"\DC6;T%6$A<>_>-\96QNBB'Z^]0[$/8"Q#!V M*.KJ*HLJM#5BNZ9*)B_<#Z\Z8'<.T01>P(&'A$\>GL?@>3VZ8@R&L;@)5-%_ M@]!6F'T!`M&F=?Z*O$W%)NX$A(/\PB^[9>ANK63\S>&1$05=L/QP]:7R5NKH@=#LWWCD6!1_'P1B&#B3W?!:7#A3>]S'/W7 MBU\-M#QBZ5N7XQZC!T=3W6C\TP:V:$Z;_OX^35V;"[ M(Z,17NU7-(*'X(L7?>9@(0/"L[E"#(2QPD6K+GMAJ`YG+^'H`0P$&UW/5[7E ME;4XY,G#G*YE[YJO?==5&X/+,S0[A2\$=PA0W(>`L73#_=_\13H6;MJ,X#H!_T;`6P4\?M5(A`AY`%/> MTC_IIA_1/?!U._,N$/Q[S972\K1$EG!'N4-8R*&)^AM+G6"J5;S-;C(?@6C,T M-ALMBA`V2>LA<=O-H8GP72!M!PH(& M8[FW+`2TP328#.1#M)UYE+-`83II+-Z0G9XQ^XR7$A/0#36X M&C\&!?K">G"^>_7!+=6(?<:C_(LC@L!G0C1]"4%T:LT8Z"&AJEJX3`V$L^"I M@2`\S&$G2=<;J;;2$ULB66LQE?`?KJLU*(HKC68*NR])-LC23L2>33?1J%'* MW20^T)@4$<$'$%!4-"J6+HJPP@"#,!,!$668&889G@+R&`2:1X:G+YX1`YBX M6<`(F%02P15\E-FX:%AWOQ[O;.W>1K)E[=^N[C[?.=]WSOVN6NG/,9%@$*_+ M*S(RA'X%?%2)(][!IY;[X5E[3I9=X*Q=!)V MWA7KGND(2:BU+*L7%,,J/+^2,`ZQ?TL[[20#4:<`$5M8QU:HN5\"^J8KL]-$?CBE0AWZSAE%#^IV2"::0D[N#;9]@LP, M"\:D#^-(FN*G*OJJH2UC(VO_`D4:M_E&)YXIY6IK#.?9WD_*XY4'XKBN-7-((OB+"K5/=YAID=P3I=^6QC$Q*O$[Y`2-S\D\O236PA\;^K+(Y]F(9'PDWBM&4CA'10^GER7O9.W1:.OQI`\EK8X+:'7V MIU5#K'C(A,!L'Z=J:#"+3RB3/9/>K-0'2L+=09*IXA-L[Y+Y:Q/7MS'M):^# M6J#7Y2581ECQ+6)ZC;C5?IZJ%B)X4/ MJ^BB$OV&/IYIMRO1YNBTP#1N>O!LK@VR)C)U_P(?!W&>;9$/S8=N%707A&\Z(FY-T9 M69X?&Q?KX;*4$B`M97[@R8R2FNO$1W)KMJF@5W'KXOY%^/6=\7AN!B_ZX9OR ME*3,LF0>A\`YJJ=TR@JS6684/L#A>3Y$"3+?.JMAI23#^VK]QE-D$AX(Z/F( MP:X:!*%XD((#M),;:2!K=6FJ4X.,6/C5+9\Q]T2-&"V'J"BD24]/.JK79&67 MG;6V1_Q-`?[]\-I=D'E^&5'*X\4W*>:FQR5-10\[T/O9%7CE&D8^9=.F$O]3 M+VNH@1V$^O9:!_&T(%^7'6>ZPXI5Z(9N*KTA3SB#%[2K-O(K&L^M\D$V=]A.7S7YF#;*ID]1D6/ZPHC`LA=`/D9 M\#+2B[>,P%WE8$*RZJ!DU0M-GBP>`+AEZK#6P]Q00,_:=L4UR8L/9?Y M2^UG[GW%P@@:K"SHS2/],DN&DI78ULU@1!#!]76Z@ZSZ1.S)HQQF\!B>"S>H M5$%]R<*>JS3^17+T/15J32O65P="OOUG5^)6C?C7BKXB2V_N/">XGY-@^[W@ M8GD63#9:2EI(GD5(O_95T8V&IHP_L@FZ$_I4#CO@AY2!=H-Q2FLY557(-M9E M3L?L@`IU&0I.%,4WN;OBE_&7Y"7\*OR;TA7H"PK8EEI3L_16)PE=[>G4TCT0 M;I]TK:7!5PRG<;*PI:*JR3QO>B;+$T1GB::G@\U;JL6LHMOT MM1F1;(S12!ST'K<4EE(I9?J<(K:NW/B5Q'&2`!A*56SAD(CT MB'2R\)@%%&X.R6IB+065M\&!.]?]!*^B3B<6Q*:R,=&&G7HIZ`44;4HT!8]A M7VAV)5F4GJ]/D.GB#=:*3Y7QIV/RCO+EE26-W][)FP7YX68HWC^?LR$+F`]OX[L MJAK*'AC@HG/R#@PIVENJ&FIYO/.J/#'Y:$R$XG!2LW5BLJXRFW=R2ZX7%_;` MQBK9"/#@`8L=2FUN\N8TBVXO:_]'(?JQC]K7T95B5<":;\AUD8&Y7D\PVG#X MT*?'>"C$P0B"\0UY17YQ2X=B(@>S6_"[X;L"MQ_OKB5K52;`F^`" MS@[D1B63Q\3%*H,4'P:,@EM[+LS^H;CZ9-0.X^Z^O&O&_A&/%N]E>'X`V05F MC[\)=WD%.3U!NJ7.8?@#>3C7CAPS7W M;K>W?]K+A""%X7=-U3S,:O0F"S$/*>/!L+WK./"]_+1AXL8E^_921D)]$T)/ MP2H).`LTO.D)`=!#`=-M/]53GZ:M8*H.(WI+>?"NXLE&Q3^- M8H8XG_H<^R+%$^/QA*2*1"5^9VO@NN#!CV\=94N0XO'&N-Q-^S^DH[H,Y[(8 M\L?3C>%%B8<3Z/!;AV`6S`:_-O+QQ*@FAF<4D\80WFL3_PG?39\\U=+\E..J M.YB;CJX+8_25PQUY-0PYOF$ZDKK0;DC<@N5<@GZ^Y0M[=;W3QA+_#OB!^GWY M];$ON?=5.\W!'X:9KHPS/N\28N37I!0<)WPSP'J*+H&*X?J;6.`1O!KHBHB* MTX;O9J`;1VC0Z8(&,\G-2A2C+TXT,1HH%-#>$F1O$C4_,(!X8+''R1::B3;R>FR05-M MR3&Z(%>7G\_@.7B.EQB,0S5HD-MC9`DQFH+$!`F_@'97%E'7S ME.?J8,4'>*<E^=&)\Z83HRPWN`"8*\ALOXR?]YKRM&)JZ*%#1/.=JI<&* MB&"0(KE#E1JF8CH-:1=7*-?$AFJRV1*98N@F#M>@CF*G.4H*0(RV*+F0V#8) M:+_51`)$SK:@JK[A_HOK?YY1T.E.7;.Z705YT=/CO"1:FE=0VG MCBDAZ_GHQ^PBX&Z]!*8X)_:2[+)P+L$-ZVLWK-5Q!`I#H)QS0^DKK"]PY\)/ M2NYN/WI).3DQ`6MAM?_X MFG6'50_?RG=['QAE>$`/5V"]N7E[95NYD22/P'6C8@+.CVZ82'Q1H+^ MY!^41;\C4KDM]3KXWJN#F??.VQ(26(BVIK^#)B_Q]D5#^`1W*5@@185F(MS,W7[ M['N(HES^Z[!?LO@]R*]83A_.2(R69*2GYD5;(9N*U[;*6FHJJFJKKQ\95C[Z MXK=/6!+D`)R3/DF[VIV]C.+!Z/FX+3:IA.?>@.\'I$[I"9?)6UP&Z]-D6Q>K M8B-5WDJT'=[L)!Q'TOTNG2T@XH(TK[VUEXB,,TZ(RI M*C>!)M/:ENX/)J^=/]/:(?4TW6AS`P]OUGO[5&:(48+<)N['2V")).O$3*ED M+-'(6DM/"<4@@Q'KE.[@R*^UHX;O*&`&7:5!K<3E7EUZ1>_(C M^\=4E&17J9&UFUM*4FCM+OS&T2#R M?C+OQ(.OC;;9+4X+,9JC08*YEJO.*,^M.%:3M!4'^44#G?1'&^T4+`W2CC0- MM#\L>>`6L%>9VH MGDZ&]411!"J>BSJ!RK$6E.778W_0^2F>/@?Y"8=0UVZ=*^!`TBS,=:49=#;' M;5K*&)K#[S01P6057EZWK;@JO^D3F(.C_F8K MC@B&C[SR[49G#2VT\6Y6?DKUH%]FI)?6E!::I,PMJBMGK67EU?0)8Y;+'82#O*D.L5YG1YG[9YB`*RB4F4F=>JVB(PD M8SRWCX,S#F;P.&?:WR]-5)"J/0';)CRX[PV>(+RV M\GO#!/+1-4\%-&)]G0QLE=/:,I3=($;6@*K!&Q_A14T5S.)>9VS!F6_],/-U M8-_@9_J(YCE32ZA_`S`#RGT*96YD'R`A(B,D)28G*"DJ*RPM M+B\P,3(S-#4V-S@Y.CL\/3X_0$%"0T1%1D=(24I+3$U.3U!14E-455976%E: M6UQ=7E]@86)C9&5F9VAI:FML;6YO<'%R7I[?'U^?X"!@H.$A8:' MB(F*BXR-CH^0D9*3E)66EYB9FINHJ:JKK*VNK["QLK.T MM;:WN+FZN[R]OK_`P<+#Q,7&Q\C)RLO,S<[/T-'2T]35UM?8V=K;W-W>W^#A MXN/DY>;GZ.GJZ^SM[N_P\?+S]/7V]_CY^OO\_?[_`@P`K?9_@0IE;F1S=')E M86T-96YD;V)J#3$@,"!O8FH-/#P@#2]4>7!E("]086=E(`TO4&%R96YT(#'1'4W1A=&4@/#P@+T=3,2`Q,#4@,"!2(#X^(`T^/B`- M96YD;V)J#3,@,"!O8FH-/#P@+TQE;F=T:"`V-C,V(#X^(`US=')E86T-"C$@ M,2`Q(')G"B]'4S$@9W,*,2!I(`HQ."`Y.3`@-3@P+C`U-B`M.3"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH--2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@ M#2]&;VYT(#P\("]&,B`Y-R`P(%(@+T8V(#DU(#`@4B`^/B`-+T5X=$=3=&%T M92`\/"`O1U,Q(#$P-2`P(%(@/CX@#3X^(`UE;F1O8FH--B`P(&]B:@T\/"`O M3&5N9W1H(#2DP+C0H"!;(#`@,"`V M,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E M(#`@#3X^(`UE;F1O8FH-."`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]4 M97AT(%T@#2]&;VYT(#P\("]&,B`Y-R`P(%(@+T8V(#DU(#`@4B`^/B`-+T5X M=$=3=&%T92`\/"`O1U,Q(#$P-2`P(%(@/CX@#3X^(`UE;F1O8FH-.2`P(&]B M:@T\/"`O3&5N9W1H(#,Q.3@Y(#X^(`US=')E86T-"C$@,2`Q(')G"B]'4S$@ M9W,*,2!I(`HQ."`Y.3`@-3@P+C`U-B`M.3"DM,C$W+C4H36\I."XS*&XI,S(H M="DR+C8H:"DS,BAS*2TR,S$N."A%*3$T*&XI+3`N,RAD*3,R*&4I,38N."AD M*5U42@HR+CDS-34@+3$N,3(Y(%1$"BTP+C`Q-C$@5&,*6RA*=2DM-#`N."AN M*2TX+C4H92DM,C@Q+C@H,RDM,S(N,B@P*2TQ,S8Q,BXY*$IU*2TT,"XX*&XI M+3@N-2AE*2TR.#$N."@S*2TS,BXR*#`I751*"D54"C`N-#DV(#`N-#DV(#`N M-#DV(')G"C,U,RXR-C8@.#0P+C0X-B`Q,30N-S$U("TQ+C8X(')E"F8J"C0W M.2XP,C$@.#0P+C0X-B`Q,30N.34U("TQ+C8X(')E"F8J"D)4"C2E4:@I%5`I1"D)4"CDN.#,Y-B`P M(#`@.2XX,SDV(#$S,RXY,34U(#2E4:@I%5`I1"D)4"CDN.#,Y-B`P(#`@.2XX,SDV(#0V+C"E=5$H*150*<0HR.2XW-3D@-C,V+CDW-2`Q.#DN,3$R M(#$Q+C`T(')E"E<@;@I"5`HY+C@S.38@,"`P(#DN.#,Y-B`Q.3$N,#,S-"`V M,S@N.#DT-R!4;0HP(%1C"BAP*51J"D54"E$*0E0*.2XX,SDV(#`@,"`Y+C@S M.38@,3DV+C4U,S$@-C,X+C@Y-#<@5&T*,"XP,3DT(%1C"ELH96XI,30N-"AS M*3$X+C(H92DP*',I751*"D54"C`N.3,T(#`N.3,T(#`N.3,T(')G"C,T,2XR M-C<@-C0X+C`Q-"`Q,2XY.3D@+3$Q+C`T(')E"F8J"C,U,RXR-C8@-C0X+C`Q M-"`Q,2XW-3D@+3$Q+C`T(')E"F8J"C,V-2XP,C8@-C0X+C`Q-"`R-RXU.3D@ M+3$Q+C`T(')E"F8J"D)4"CDN.#,Y-B`P(#`@.2XX,SDV(#,W.2XY,#0Y(#8S M."XX.30W(%1M"C`@,"`P(')G"BTP+C`Q,C(@5&,*6R@T+BDM,S`N-2@U*5U4 M2@I%5`HP+CDS-"`P+CDS-"`P+CDS-"!R9PHS.3(N-C(T(#8T."XP,30@,3$N M-S8@+3$Q+C`T(')E"F8J"C0P-"XS.#0@-C0X+C`Q-"`Q,2XW-B`M,3$N,#0@ M"E=5$H*150*<0HR.2XW-3D@-C$T M+C@Y-B`V-2XR-S<@,3$N,#0@7!E("]086=E(`TO4&%R96YT(#"!;(#`@ M,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T M871E(#`@#3X^(`UE;F1O8FH-,3$@,"!O8FH-/#P@#2]0'1'4W1A=&4@/#P@+T=3,2`Q,#4@,"!2(#X^(`T^/B`-96YD;V)J#3$R M(#`@;V)J#3P\("],96YG=&@@,S$S,#0@/CX@#7-T'0@72`-+T9O;G0@/#P@+T8R(#DW(#`@4B`O1C8@.34@,"!2(#X^(`TO17AT M1U-T871E(#P\("]'4S$@,3`U(#`@4B`^/B`-/CX@#65N9&]B:@TQ-2`P(&]B M:@T\/"`O3&5N9W1H(#(S-#@P(#X^(`US=')E86T-"C$@,2`Q(')G"B]'4S$@ M9W,*,2!I(`HQ."`Y.3`@-3@P+C`U-B`M.3"DM,C0Y+C4H32DM,S$N-"AO*2TR,RXW*&XI,"AT*2TR.2XT*&@I,"AS*2TR M-C,N."A%*2TQ."AN*2TS,BXR*&0I,"AE*2TQ-2XR*&0I751*"C(N,S(R-B`M M,2XQ,CD@5$0*+3`N,#$V,2!48PI;*$IU*2TT,"XX*&XI+3@N-2AE*2TR.#$N M."@S*2TS,BXR*#`I751*"D54"C`N-#DV(#`N-#DV(#`N-#DV(')G"C0X-2XR M-C$@.#8U+C8X-2`Q,#@N-S$U("TQ+C0T(')E"F8J"D)4"CBDM-RXR M*&$I,C0N-"AT:6]N*3"DW+C(H92DR-"XT*',I751*"D54"C`N.3,T(#`N.3,T(#`N M.3,T(')G"C0U.2XU.#(@-S'1'4W1A=&4@/#P@ M+T=3,2`Q,#4@,"!2(#X^(`T^/B`-96YD;V)J#3$X(#`@;V)J#3P\("],96YG M=&@@,3(Q,3$@/CX@#7-T6DI,C$N.2AN9RDM,C0S+CDH=6YA M*3$W+C(H=61I="DR,2XY*&4I+32DM,C0T*'5N82DM-RXS*'4I,C0N,RAD*2TP M+C$H:70I,C$N."AE*2TW+C,H9"DM,C0T*&,I+32DM,C0T*'1H92DM,C(V+C@H0RDM,RXX*&]M*3DN-BAP82DM-RXS M*&YYDG,I+3(S,RXQ*&9I;BDR-"XS*&$I+32DM,C0S+C,H82DM-BXV*&,I,32DU+C8H;2DM,S,N-2AE;BDM,3@N."AT*2TR-C4N,BAB*2TQ."XX*&4I M+3(V*&XI-2XV*&4I+3(V*&8I+3$U+C$H:70I+3(Q+C,H"DM,3@N."AP*2TQ."XX*&4I+3$N-BAR*2TQ-2XQ*&DI,RXQ*&4I+3(V M*&XI+3$X+C@H8V4I+3(V*"PI751*"C`@+3$N,30V,R!41`HP+C`Q,C0@5&,* M6RAC*3$W+C0H=2DP+C(H90I+3(U,2XR*&TI.2XV M*&4I,32DM,C0S M+C8H3"DQ,RXW*"XI+34N."A#*3(Q*"XI+3(T.2XW*%PH*30N,2B3*2TV+CDH M5"DQ,RXW*&EL*3(R+C(H9&4I,32DM,C0T M+C(H:2DR,2XV*&XI+3`N,RAC*2TW+C4H'1'4W1A M=&4@/#P@+T=3,2`Q,#4@,"!2(#X^(`T^/B`-96YD;V)J#3(Q(#`@;V)J#3P\ M("],96YG=&@@,3,P-S`@/CX@#7-T2DM,C8W+C@H8F4I,3'!E*3$W+C2DM M,C0T+C$H8RDM-RXT*')E*3$W*&$I+32DM,C0T+C$H,2DM M,"XR*"PI+3(U,"XR*#(P,"DR-"XR*#,I+3(V."XU*&DI,C$N-RAF*2TR-C0N M."AI*3(Q+C2DM,C8X M+C$H,2DR-"XV*"PI+3(T.2XX*#(P,#,I+3(T,RXW*&9O2DM,C8X+C8H8RDQ-BXY*&]N M2DM,"XS*"XI751*"C`@+3(N-3@U-"!41`HP M+C`Q,C4@5&,*6RA3*32DM,C8X+C8H M,2PI+3(R-2XY*#(P,#,L*2TR-3`N,RAT*3(Q+C8H:"DM,"XS*&4I+3(U,2XT M*$,I+30H;VTI.2XT*'!A*3$V+CDH;GDI+3(T-"XR*&$I+364I,32DM,C0S+C2PI+3(T.2XX*&YO M*2TR-#,N-RAC*2TW*&\I,C0N-BAM*2TQ-"XU*'`I,"XR*&4I,3'!E*2TW+C4H8RDQ-BXY*'0I+3(N."AS*2TR,S,N,BAT*2TR M+C@H:&$I,38N.2AT*2TR-#8N-RAA*2TW+C4H9&\I,C0N,2AP=&DI,C$N-BAO M*2TP+C,H;BDM,C0T+C(H=RDM,C(N,BAI*3(Q+C8H;"DM,BXX*&PI+3(T-BXW M*&XI+3`N,RAO*3(T+C$H="DM,C0V+C'0@72`-+T9O;G0@/#P@+T8R M(#DW(#`@4B`O1C8@.34@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,3`U M(#`@4B`^/B`-/CX@#65N9&]B:@TR-"`P(&]B:@T\/"`O3&5N9W1H(#$Y.#0Q M(#X^(`US=')E86T-"C$@,2`Q(')G"B]'4S$@9W,*,2!I(`HQ."`Y.3`@-3@P M+C`U-B`M.32DM,C0T+C0H7"AA*3$V+CBDQ-BXX*&$I+3BDQ-BXS M*&4I+3@N,2AD*2TR-#0N."AO;BDM,C0T+C@H2DM M,C8X+C(H:2DR,BAN="DR,BAE*2TW+C$H6$I,38N.2AL='DI+3(T-"XR*&$I,38N.2AN*2TP+C,H9"DM,C0T M+C(H;2DM,34H82DQ-BXY*&XI+3`N,RAA*2TW+C4H9RDR-"XQ*&4I+32DM,C8X M+C$H82DQ-RXT*&TI.2XY*&4I+3"DP+C(H8RDQ-RXT*&4I+36TI+3$T+C0H92DQ-RXU*&XI,"XS*'0I+3(T-BXQ M*&\I,"XS*&8I+3(S.2XY*"0U+BDQ."XV*#`I+3(T,RXV*&TI+3$T+C0H:2DR M,BXR*&QL:2DR,BXR*&]N*2TR-#,N-BAO;BDM,C0S+C8H2BDM,3,N,2AU*3(T M+C2DM M,C0T*&(I+3`N,2AE*2TR-3$N,BAR*3(X*&4I+3"DM,3"DM,C$X+C(H32DM,"XQ*&\I-RXV*&XI,S$N,RAT:"DS,2XS*',I751* M"BTP+C$R.2`M,2XP.38X(%1$"BTP+C`P-S8@5&,*6RA%*3$T+C(H;BDM,S(N M,RAD92DM,34N,BAD*2TR.3`N,RA**2TR,RXW*'5N92DM,C2DM,C0T*'5N2DM,C0S+C8H:"DP+C,H82DQ-RXU*&0I+3(V."AE*3$W+C4H;G9I M*3(R+C(H2PI+3(T.2XY*'0I,C(H:"DP+C$H92DM,C4Q*&TI+3$T+C8H:2DR,BAN M*3`N,2AI;2DY+C@H=6TI+3(U."XU*&]F*2TR-#`N,2AT*3(R*&@I,"XQ*&4I M+3(U,2AR*3,N."AA*2TW+C$H;BDR-"XU*&=E*2TR-3$H:7,I+3(S,BXY*&$I M+32DM,C0N M,2B22PI+3(T.2XV*'0I,C(N,RAH*3`N-"AE*2TR-3`N-RA2*2TS+C,H:2DR,BXS M*&\I+3(V-RXY*%0I,3,N."AI*2TR+C$H;BDR-"XX*'0I+3(N,2AO*2TR-#,N M-2AM*2TQ-"XS*&DI,C(N,RAN*3`N-"AE*5U42@I4*@HP+C`Q-#(@5&,*6RAS M*3$S*&DI,C,N.2AT92DM,C0Y+C$H:2DR,RXY*&XI+3(V-BXS*$YE*3$Y+C(H M=F%D*3(V+C0H82DM-2XR*"PI+3(T."AW*30N-2AH92DQ.2XR*'(I-2XW*&4I M+3(T.2XQ*',I,3,H:2DM,"XU*&=N*3(V+C0H:68I-2XW*&DI,C,N.2AC*2TU M+C(H82DQ.2XR*&XI,BAT*2TR-#0N-"AS*3$S*&ET92DM,C0Y+C$H8RDQ.2XR M*&PI+3`N-2AE*3$Y+C(H82DM-2XR*&XI,C8N-"AU*3(H<"DM,C8V+C,H82DQ M.2XR*&,I,3DN,BAT:78I,C8N-"AI=&DI,C,N.2AE2PI+3(U,"XR*&$I,32DM,C8W+C7!E("]086=E(`TO4&%R96YT(#"!;(#`@,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!= M(`TO4F]T871E(#`@#3X^(`UE;F1O8FH-,CD@,"!O8FH-/#P@#2]02DM,C0T*&1E*2TW+C,H="DR,2XX*&4I M+32DM,C0S+C8H:7,I+3(S M,BXV*&)E*2TV+CDH:2DR,BXR*&XI,"XS*&BDM-RXQ*&4I,3'!E*3$V+C,H;F1I M*3(Q*'1U2DM,C0T+C(H;W!E*3$V+CDH M2DM,C0S+C@H:2DM M,BXT*&XI,C0N-2AC*2TW+C$H2E=5$H*5"H*6R@D*3(T+C4H-2DP+C$H+BDM-B@P*2TR-#,N."AM M*3DN."AI*2TR+C0H;"DR,BAL:6\I,C0N-2AN*2TR-C@N,BAT*3(R*&\I+3(T M,RXX*"0Q,C4N*3$X+C0H-BDM,C0S+C@H;2DM,30N-BAI*3(R*&QL:2DR,BAO M;BDM,C0S+C@H=&\I+3(T,RXX*&]F9G,I,3$N,2AE*3$W+C,H="DM,C0V+C,H M8RDM-RXQ*&\I,"XQ*&TI.2XX*'`I,"XQ*&$I,3"DM,C0S+C@H82DQ-RXS*',I+3$S+C,H"DM,C0T*&QI82DQ-RXQ*&)I*3(Q+C@H;&ET*3(Q+C@H:64I,369O69O7!E("]086=E(`TO4&%R96YT(#"!;(#`@ M,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T M871E(#`@#3X^(`UE;F1O8FH-,S(@,"!O8FH-/#P@#2]06TI,3`N,2AE M*2TV+C@H;BDR-"XX*'1S*2TR-38N.2AU*3(T+C@H;F1E*2TV+C@H2E=5$H*+T8R(#$@ M5&8*,S2E=5$H*+T8R(#$@5&8*,3(N M.3`R-"`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N M,#$Q-B!48PI;*',I+3(S,RXU*',I,3`N-"AH82DM-RXX*')E*2TR,C"DP+C,H:70I,C(N,BAE*2TV M+CDH9"DM,C0S+C8H=&@I,C0N-RAE*2TR-3`N."AF*30H92DM-BXY*')R;RDR M-"XW*'5S*2TR-36EN*3(T+C@H M9RDM,C8W+CDH=BDR-"XX*&$I+38N."AL*2TR+C$H=2DR-"XX*&4I+3(U,"XW M*&]F*2TR,SDN."AI=',I+3(S,BXU*&EN=BDR-"XX*&4I+38N."AS*3$Q+C0H M="DM,BXQ*&TI,3`N,2AE*2TV+C@H;BDR-"XX*'0I+3(T-BAI;BE=5$H*+3$Q M+C,T,34@+3$N,30V,R!41`HM,"XP,#@U(%1C"ELH0T$I+3$X+C(H3"DM,S$N M-B@N*5U42@HQ+C(V.#,@+3(N-38Q(%1$"C`N,#$R,R!48PI;*$DI,C@N,BAN M*2TR-C@N,B@R,"DR-"XU*#`R+"DM,C0Y+CDH="DR,BAH*3`N,2AE*2TR-3$H M0RDM,RXV*&]M*3DN."AP82DM-RXQ*&XI,C0N-2AY*2TR-C@N,BAR92DQ-RXS M*&,I+32DR-"XT*&4I+3'!E*3$W+C$H8RDM-RXS*'0I+3(N-BAS*2TR,S,H="DM M,BXV*&\I+3(T-"AR*3,N-BAE*3$W+C$H8RDM-RXS*&]R9"DM,C0T*&$I+3(U M,2XR*')E*3$W+C$H"DM,"XQ*&,I+32DM,C0T*')E*3$W+C$H;&$I,3'0@72`-+T9O;G0@/#P@+T8R(#DW(#`@4B`O1C$S(#"DM,C0T+C,H M;2DY+C,H;VYT:',I+3(S,RXS*&]F*2TR-#`N-B@R,#`R+"E=5$H*5"H*,"XP M,3(V(%1C"ELH="DR,BXS*&@I,"XT*&4I+3(U,"XW*$,I+3,N,RAO*3(T+C@H M;2DM,30N,RAP82DQ-RXV*&YY*2TR-#,N-2AH82DM-BXX*&0I+3(T,RXU*&XI M,"XT*&4I,32DP+C(H92DM-RAA*3$W+C0H7!E("]086=E(`TO4&%R96YT(#"!;(#`@,"`V,3(@,3`P M."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^ M(`UE;F1O8FH-,S@@,"!O8FH-/#P@#2]02DM,C0T M*&,I,32DM,C8X+C4H7"@I,RXU*',I,3`N."AE*3$W*&4I+3(U,2XS*$4I+3$Q M+C$H;"DR,2XW*&4I+3'`I,C2DP M+C,H+BDM,C0Y+C'!E*3$W+C4H;G,I,3$N M,RAE*2TV+CDH+"DM,C(U+C,H)#(N*2TU+C@H,RDM,C0S+C8H;2DQ,"AI;"DR M,BXR*&QI;RDR-"XW*&XL*5U42@HP("TQ+C$T-C,@5$0*,"XP,3(W(%1C"ELH M<"DR-"XY*'(I-"XR*&EM*3$P+C(H82DM-BXW*'(I-"XR*&DI,C(N-"AL*2TR M*'DI+3(T,RXT*&1U92DM,C4P+C8H="DR,BXT*&\I+3(T,RXT*&$I+3(U,"XV M*&0I,"XU*&4I+38N-RAC*3$W+C2E=5$H*+T8R(#$@5&8*-3$N.#4S-R`P(%1$ M"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S$W,2`P(%1$"C`N,C0U,2!48PI; M*'-L*3(S,"XT*&\I,C,R+CDH;BDR-32DM,C0T+C$H8F]R&4I+38N-2AD*2TR-#,N,BAC*3$W+CDH;W,I,3$N-RAT'!E*3$W+C,H;G,I,3$N,2AE*2TW+C$H7!E M("]086=E(`TO4&%R96YT(#"!;(#`@,"`V,3(@,3`P."!=(`TO M0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O M8FH--#$@,"!O8FH-/#P@#2]0"DM,C8X+C,H8RDQ M-RXR*')E*3$W+C(H9&ET*2TR-#8N-"AO*3`H9BDM,C0P+C(H)#$R+BDQ."XS M*#DI+3(T,RXY*&TI+3$T+C"E=5$H*+34U+C'!E*3$W+C(H;G,I,3$H92DM,C4Q+C$H82DM-RXR M*&XI,C0N-"AD*2TR-C@N,RAD*3(T+C0H92DM-RXR*&,I,32E=5$H*5"H*6RAO*3(T+C,H9F9S*3$P+CDH92DM-RXS*'0I+3(T-BXU*&)Y M*2TR-#0H:&DI,C$N."AG:&4I,32E=5$H*5"H*,"XP,38X(%1C"ELH:2DR-BXU*&XI-"XV*&,I,C$N."AR*3@N M,RAE82DR,2XX*',I,34N-BAE*2TR+C8H9"DM,C,Y+C,HF4I,C$N."AD*2TR-C,N-RAA*3(Q+C@H2DM,C0T+C$H8RDQ-RAO&4I,32DM,C8W+CDH9"DR-"XX*'5E*2TR-3`N M-RAT;RDM,C0S+C4H:6XI,C0N."AT92DQ-RXV*')E*2TV+C@H2DM,C0S+C4H9'5E*2TR-3`N-RAT;RDM,C0S M+C4H:&DI,C(N,RAG:&4I,3'`I M,C0N."AE*2TV+C@H;BDP+C0H&,I,3'0@72`-+T9O;G0@/#P@+T8R(#DW(#`@4B`O1C$S(#2E=5$H*+T8R(#$@5&8*,3,N.34Q,B`P M(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S$W,2`P(%1$"C`N,#$Q."!4 M8PI;*',I+3(S,RXS*&PI+3(N.2AO;BDR-"AG*2TR-"XX*"TI,RXS*'0I,C$N M-2AE*2TW+C8H6TI.2XS*&4I+32DM M,C0T+C,H:2DR,2XU*&XI+3(V."XW*$]C*3$V+C@H=&]B92DQ-BXX*'(I+3(T M,"XV*#(P,#(N*2TR-3`N-"A!9"DR-"AM*2TQ-2XQ*&DI,C$N-2AN:7,I,3`N M-2AT*2TR+CDH2DM,C0S+CDH9'5E M*2TR-3$N,2AT;RDM,C0S+CDH="DR,2XY*&@I,"AE*5U42@I4*@I;*'(I,C@N M,BAE*2TW+C$H9'5C*3$W+C,H=&DI,C(H;VXI+3(T,RXX*&]F*2TR-#`N,2AI M;F,I,3'!E*3$W+C,H;G,I,3$N,2AE*2TW+C$H+BDM M,C(U+C4H3RDM,C$N."AT*3(R*&AE*3$W+C,H2DM,C8X+C(H2DM,C0T+C,H92DM-RXV*'AP;RDR-"AS*2TQ,RXX M*'4I,C0H2E=5$H*+T8R(#$@5&8*-3,N,3DU,2`P(%1$"C`@5&,**)(I5&H* M+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,C0U,B!48PI;*'-N*3(S,RAE*3(U M,"XR*'2DM M,C0T+C(H:&$I,38N.2AS*2TR-3"DP+C0H<"DR-"XX*&4I+38N."AC*3$W+C8H="DM,BXQ*&4I,3'!E*2TW+C(H8RDQ-RXR*'0I+3(N-2AE*3$W+C(H9"DM M,C0S+CDH=&\I+3(T,RXY*&)E*2TR-3$N,2AA*3$W+C(H8F]U="DM,C0V+C0H M,S`N*3$X+C,H-BDM,C0S+CDH;2DM,30N-RAI*3(Q+CDH;"DM,BXU*&PI,C$N M.2AI*2TR+C4H;VXI+3(T,RXY*'1O*3(T+C0H;G,I+3$S+C0H+BE=5$H*,2XR M-C@S("TR+C4X-30@5$0*6RA4*3$S+C0H:"DP*&4I+3(U,2XQ*$,I+3,N-RAO M*3(T+C0H;2DM,30N-RAP82DQ-RXR*&YY*5U42@HO1C(@,2!49@HU+C"DR-"XX*'`I,"XT*&4I+38N."AN*3`N-"AD*3(T+C@H:71U*3(T+C@H M&EM*3$P+C$H82DQ-RXV*'1E*2TR-3`N M-R@D,S0I+3(T,RXU*&TI,3`N,2AI*2TR+C$H;"DR,BXS*&QI;RDR-"XX*&XI M751*"BTW+C,Y,#(@+3$N,3(R(%1$"C`N,#$R(%1C"ELH:2DR,2XW*&XI+3(T M-"XQ*#(P,#,L*2TR-3`N,BAW:2DR,2XW*'1H*2TR-#0N,2@D,3$N*3$X+C$H M,BDM,C0T+C$H;2DM,30N.2AI*3(Q+C'1'4W1A=&4@/#P@ M+T=3,2`Q,#4@,"!2(#X^(`T^/B`-96YD;V)J#30X(#`@;V)J#3P\("],96YG M=&@@,34U-S$@/CX@#7-T2DM,C0S+CDH2DM,C8X+C$H82DQ-RXT*&TI.2XY*&4I+32DM,C0S+C8H=RDR+C@H82DQ-RXU*',I+3(U-RAI;BDM,C0S+C8H8RDQ-RXU M*&\I,"XS*&TI+3$T+C0H<"DR-"XW*&QI82DQ-RXU*&YC*3$W+C4H92DM,C4P M+C@H=RDR+C@H:71H*2TR-#,N-BAT*3(R+C(H:"DP+C,H92DM,C4P+C@H82DM M-BXY*&TI,3`H92DM-BXY*&XI,C0N-RAD*3`N,RAE*2TV+CDH9"DM,C0S+C8H M8RDM-BXY*&\I,C0N-RAV92DM-BXY*&YA*3$W+C4H;G0I,C(N,BAS*2TR-32DM,C0S+C2DM,C0S+C2DM,C0S M+C8H;2DQ,"AA*2TV+CDH9&4I+3(U,"XX*&$I+3(U,"XX*'`I,C0N-RAR:6YC M*3$W+C4H:7!A*3$W+C4H;"DM,C0V+C$H<&$I,36TI,3`H92DM-BXY*&XI,"XS*'0I,C(N,BAS*2TR-36TI.2XV*&4I+32DM,C0T*&=E*3$W+C$H;F4I+32DR-"XT*"PI+3(U,"AI*2TR+C4H;BDM,C0S+CDH M2BDQ,2AU;F4I+3(U,2XQ*#(P,"DR-"XT*#,L*2TR-3`H=&@I,C0N-"AE*2TR M-3$N,2A#*2TS+C2DM,C0S+CDH=6YS*3$Q*&4I M,32E=5$H*+T8R(#$@5&8*,S8N-#$T-B`P(%1$"C`@5&,**)(I5&H*+T8Q M,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,#$R.2!48PI;*',I+3(S,BXS*&XI,"XW M*&4I,3"DV+C4H<"DS,"XY*&5N*38N M-2AS*3$W+C4H92DR,RXW*',I751*"D54"C`N.3,T(#`N.3,T(#`N.3,T(')G M"C0U."XV,C(@.#DS+C`T-"`Q."XR,SD@+3$Q+C`T(')E"F8J"C0W-BXX-C$@ M.#DS+C`T-"`Y+C8@+3$Q+C`T(')E"F8J"D)4"CDN.#,Y-B`P(#`@.2XX,SDV M(#0X,2XT,C`W(#@X-"XQ-C0T(%1M"C`@,"`P(')G"C`@5&,**"0I5&H*150* M,"XY,S0@,"XY,S0@,"XY,S0@'`I M,C4N,2AE*2TV+C4H;F1I*3(R+C8H='5R*3(X+C@H92DM-BXU*',I751*"D54 M"C`N.3,T(#`N.3,T(#`N.3,T(')G"C0U."XV,C(@.#7!E("]086=E(`TO4&%R96YT(#"!;(#`@,"`V M,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E M(#`@#3X^(`UE;F1O8FH--3`@,"!O8FH-/#P@#2]02DM M,C0T+C0H;V8I+3(T,"XW*&,I+3"DR+C4H:6TI,3(N,BAA="DR-"XT*&5L*3(T M+C0H>2DM,C8U+C@H9BDS,"XV*&EV92DM,C0X+C8H=RDU*&4I,3DN-RAE*2TT M+C2DM,C0S+C@H0V]R M<&]R*3(X+C(H82DM-RXQ*'0I+3(N-"AI*3(R*&]N+"DM,C0Y+CDH=VAI*3(R M*&,I+32E=5$H*+T8R(#$@5&8*-"XR.3(W(#`@5$0*,"!48PHHDBE4:@HO1C$S M(#$@5&8*,"XS-#$U(#`@5$0*,"XP,34T(%1C"ELH2E=5$H*+T8R(#$@5&8*,34N-3@U-"`P(%1$"C`@5&,**)(I M5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,#$Q."!48PI;*',I+3(S,RXS M*',I,3`N-BAH82DM-RXV*')E*2TR,C&4I M,38N."AD*2TR-C@N-RAC*3$V+C@H;W,I,3`N-BAT2DM M,C0T+C,H:7,I751*"BTR,"XU-C$@+3$N,3(R(%1$"C`N,#$R(%1C"ELH<"DR M-"XR*'4I+3`N,BAR2DM,C0T+C$H:2DM,BXW*&YS*3$P+C@H=7(I,C2DM,C0S+C8H,2DP+C,H.2DR-"XW M*"PI+3(T.2XW*#(P,#,L*2TR,C4N,RA7*2TQ.2XQ*&4I,3"DM,C0S+C(H;2DQ,"XT*&]N=&@I,C4N,2AS*2TR-38N-BAO9BDM,C,Y M+C4H,C`P,RXI751*"C`@+3$N,30V,R!41`HP+C`Q,38@5&,*6RA792DQ-BXV M*&ER="DR,2XS*&\I+3`N-BAN*2TR-#0N-2AH*2TP+C8H82DM-RXX*',I+3(S M,RXU*&,I+32E=5$H*,"`M,2XQ,C$Y(%1$"C`N,#$R,2!48PI;*&,I,32DM,C0R+CDH;2DQ,"XW*&4I+38N,BAT:"DR-2XT M*&]D+BE=5$H*+T8R(#$@5&8*-BXP.3'0I,C$N M.2AE*2TW+C(H;BDP*&0I,C0N-"AS*2TR-32DM,C0S+CDH82DM-RXR*&XI M,"AD*2TR-#,N.2AI*3(Q+CDH=',I+3(U-RXS*&TI.2XW*&DI+3(N-2AN*3(T M+C0H:2DM,BXU*&YG*2TR-#,N.2AV92DQ-RXR*&YT=7)E*3$W+C(H2DM,C0S+CDH M82DQ-RXR*&QL*2TR-#8N-"AE*2TW+C(H;2DY+C64I+32E=5$H*+3$N,C8X,R`M,2XQ,C(@5$0*,"XP,3$Y(%1C"ELH;BDR-"XQ M*&]N8RDM-RXU*&\I,C0N,2AN*2TP+C,H=')I*3(Q+C8H8G5T*3(Q+C8H;W)Y M+"DM,C4P+C,H82DQ-BXY*&XI+3`N,RAD*2TR-#0N,BAB*2TP+C,H92DM-RXU M*&XI+3`N,RAE*3$V+CDH9BDS+C0H:70I,C$N-BAS*2TR-32DM M,C0T+C(H8BDM,"XS*&$I+364I,38N.2AE*2TW+C4H M2PI+3(U,"AT M:"DR-"XT*&4I+3(U,2XQ*$,I+3,N-RAO;2DY+C2DM,C0S M+CDH82DQ-RXR*&XI,"AD*2TR-#,N.2AI=',I+3(S,BXY*'9E*3$W+C(H;G1U M2DM,C0T*')I*3(Q+C@H2DM,C0T*#$I+3`N,2@L M*2TR-3`N,2@R*3(T+C,H,#`S+"DM,C4P+C$H="DR,2XX*&@I+3`N,2AE*2TR M-3$N,BA#*2TS+C@H;VTI.2XV*'!A*2TW+C,H;BDR-"XS*'DI751*"E0J"BTP M+C`P-B!48PI;*&EM*2TX+C4H<"DM,3@N,BAL*2TR,"XW*&5M*2TS,BXY*&5N M*2TQ."XR*'0I+3(P+C'0@72`-+T9O;G0@ M/#P@+T8R(#DW(#`@4B`O1C$S(#2DR-"XV*&4I+32DM,C0S+CBDM-RAE*3$W+C0H9"DM,C0S+CF4I,C,N-"AN*2TR-C(N,2AF*3DN.2AO M*3,P+C8H2DV+C(H92DR,RXT*&5S M*2TR,C8N-RAA;BDV+C(H9"DM,C,W+C7,I+3(S,RXT*'=I;&PI+3(T-BXY*&(I,C,N.2AE*2TW+C2E=5$H* M+T8R(#$@5&8*-#"DR-"XU*&ES*3$Q M+C$H=&DI,C(H;F2DM,C0S+C@H;2DM,30N-BAO*3`N,2AD*3(T+C4H:2DM M,BXT*&9I8RDQ-RXS*&$I+3'`I,C0N,BAI2DM,C0T M+C0H;V8I+3(T,"XW*'1H92DM,C(W+C(H0RDM-"XR*&]M*3DN,BAP82DM-RXW M*&YY*5U42@HO1C(@,2!49@HQ-BXV-3@U(#`@5$0*,"!48PHHDBE4:@HO1C$S M(#$@5&8*,"XS-#$U(#`@5$0*,"XP,3(V(%1C"ELH2DM M,C0T+C(H;2DY+C0H82DM-RXU*'DI+3(T-"XR*&)E*2TR-3$N-"AR92DQ-BXY M*'%U:7(I,C2DM,C8R+C0H7"@I+3$T+C@H;RDM,3@N-2AT*2TR,2AH*2TQ."XU*&5R M*2TR-3@N-RAC*2TR-2XW*&\I+3$X+C4H;2DM."XX*'`I+3$X+C4H2DM,C8X+C,H:2DR,2XY*&XI,"AI="DR,2XY*&EA*3$W M+C(H=&4I,3'!E*3$W*&,I+3&,I+32DM,C0T+C(H="DR,2XV M*&@I+3`N,RAA*2TW+C4H="DM,C0V+C2DM M,C0T+C"DM,"XX*&,I+3@H M92DQ-BXT*'!T:2DR,2XQ*&]N2E=5$H*5"H* M,"XP,3(R(%1C"ELH4RDW+C(H1BDW+C(H02DR+C4H4RDM,C8Q+C$H3BDR+C4H M;RXI+3(R-2XV*#$S,RPI751*"B]&,B`Q(%1F"C8N-#8S-"`P(%1$"C`@5&,* M*),I5&H*+T8Q,R`Q(%1F"C`N-#8S-"`P(%1$"C`N,#$Q-R!48PI;*$%C*3$V M+CBDR,BXR*&5D*2TR,S@N.2AW*3"E4:@I%5`IQ"C,R,RXY.#<@.#`Y+C"E4:@I%5`IQ"C0R.2XS-#,@.#`Y+C'0@72`-+T9O;G0@/#P@+T8R(#DW M(#`@4B`O1C$S(#2DM,C0S+C4H:"DP M+C0H82DQ-RXV*',I+3(U-BXY*&YO="DM,C0V*&@I,C0N."AE*2TV+C@H9&=E M*3$W+C8H9"DM,C0S+C4H:71S*2TR,S(N-2AE*2TV+C@H>"DR-"XX*'!O2E=5$H*+3$N,C8X M,R`M,2XQ,C$Y(%1$"C`N,#$R,B!48PI;*'0I,C$N.2AH*3`H2DM,C0S+C4H;2DQ,"XQ*&$I M+38N."AY*2TR-#,N-2AC*2TV+C@H;RDP+C0H;BDR-"XX*',I+3$S*&DI,C(N M,RAD*3`N-"AE*3$W+C8H2DM,C0S+C4H M;W(I+3(S.2XX*&]T*3(R+C,H:&4I+38N."AR*2TR,SDN."AS*3$Q+C0H;W5R M8RDQ-RXV*&4I+38N."AS*2TR-38N.2AO*3(T+C@H9BDM,C8T+C(H9BDT+C$H M=2DR-"XX*&YD:6XI,C0N."AG*2TR-C'!E*3$V*&,I+3@N M-"AT*3(P+C2DM,C0S+C2DR M,RXV*"PI751*"BTR."XU,3(R("TQ+C$R,3D@5$0*,"XP,3$V(%1C"ELH8RDQ M-BXV*&]N2DM,C8X+C8H8RDQ M-BXY*'4I+3`N,RAS*3$P+C2DM,C0Q M+C@H="DR-"AO*2TR-C8N,BAR*34N."AE*3$Y+C,H2DM M,C0Q+C@H;W9E*3$Y+C,H2DM,C0T+C(H;"DR,2XV*&\I+3`N,RAW92DM-RXU*'(I+3(T,"XU*&DI M+3(N."AR;VXI+3(T-"XR*'`I+3`N,RAR*3(W+C@H;V1U8RDQ-BXY*'1I;RDR M-"XQ*&XI+3(V."XV*&DI,C$N-BAN*2TR-C@N-BA.*3(N,BAO*3(T+C$H2DM,C0S+C"DR,RXX*&DI+3,N M,2AB:2DR,2XS*&QI="DR,2XS*'DI+3(T-"XU*&\I+3`N-BAF*2TR-C4N,BAV M*3(S+C@H;VQU;2DY+C$H92DM,C4Q+C7!E("]086=E(`TO4&%R96YT(#"!;(#`@ M,"`V,3(@,3`P."!=(`TO0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T M871E(#`@#3X^(`UE;F1O8FH--3D@,"!O8FH-/#P@#2]02DM,C0S+C@H=6YA*2TW+C$H;BDR-"XU*'1I8RDQ-RXS M*&EP*3(T+C4H82DM-RXQ*'0I+3(N-"AE*3$W+C,H9"DM,C0S+C@H9V4I+32DM,C8X+C0H8RDQ-RXQ*&]S*3$P+CDH=',I+3(S,RXQ*&$I M+3&4I,3"DM,"XS M*"PI+3(R-2XY*&4I+32DM,C0S+C(H=&\I+3(T M,RXR*&,I,32DM M,C0S+C(H:6XI,C4N,2AS*2TQ,BXW*'4I,C4N,2AR82DM-BXU*&YC*3$W+CDH M92E=5$H*,"`M,2XQ,C$Y(%1$"C`N,#$R,R!48PI;*'=H*3(T+C4H:6,I+32DR-"XT*"XI751*"C$N,C8X M,R`M,BXU-C$@5$0*,"XP,3$Y(%1C"ELH5"DQ,RXQ*&@I+3`N,RAE*2TR-3$N M-"A#*2TT*&\I,C0N,2AM*2TQ-2AP82DQ-BXY*&YY*2TR-#0N,BAH82DM-RXU M*',I+3(S,RXR*&XI+3`N,RAO*2TR-#0N,BAO8FQI*3(Q+C8H9RDM,"XS*&$I M,38N.2AT:6\I,C0N,2AN*2TR-C@N-BAT*3(Q+C8H;RDM,C8X+C8H<"DR-"XQ M*'5B;&DI,C$N-BAC*2TW+C4H;"DR,2XV*'DI+3(V."XV*'4I,C0N,2AP9&$I M+3"DM,32DM,C8Q+C$H;"DM,3DN-RAA=RDM,30N M-R@N*5U42@HP("TR+C4V,2!41`HP+C`P.3,@5&,*6RA)*3(U+C(H5"DM,3,N M."A%*3$P+C4H32DM,C2DM,C0T*&TI+3$T+C@H82DQ-RXQ M*&EN="DR,2XX*&$I+3BDM-RXW M*&4I,38N-RAD*2TR-C@N."AA*3$V+C2DM,C8W+C@H=RDS*&$I,37!E M("]086=E(`TO4&%R96YT(#"!;(#`@,"`V,3(@,3`P."!=(`TO M0W)O<$)O>"!;(#`@,"`V,3(@,3`P."!=(`TO4F]T871E(#`@#3X^(`UE;F1O M8FH--C(@,"!O8FH-/#P@#2]02DM,C0T M*&,I,32E=5$H*+T8R(#$@5&8*-2XT,SD@,"!41`HP(%1C"BB2*51J M"B]&,3,@,2!49@HP+C,T,34@,"!41`HP+C`Q,CD@5&,*6RAS*2TR,S(N,BAM M*2TQ-"AA*3$W+CDH;BDP+C2E=5$H*+T8R(#$@5&8*,34N.3`R M-"`P(%1$"C`@5&,**)(I5&H*+T8Q,R`Q(%1F"C`N,S0Q-2`P(%1$"C`N,#$R M,B!48PI;*',I+3(S,BXY*$,I+3,N-RAH:2DR,2XY*&4I+32DM,C8W+CDH8RDQ-RXV*&]M*3$P+C$H<&QE*3$W+C8H="DM,BXQ*&4I M,3'1'4W1A=&4@/#P@+T=3,2`Q,#4@ M,"!2(#X^(`T^/B`-96YD;V)J#38V(#`@;V)J#3P\("],96YG=&@@,3(U.#0@ M/CX@#7-T2DM,C0T+C8H2DM,C0T*$@I+3(R*&\I,C0N,RAL*2TR+C8H9&4I,32E=5$H*+T8R(#$@5&8* M,S2DM,C0T+C(H4RDV+CDH="DM,BXX*&$I,38N.2AT*2TR+C@H92DQ-BXY M*&TI+3$U*&4I,38N.2AN*2TP+C,H="PI+3(U,"XS*&0I,C0N,2AA*2TW+C4H M=&4I,38N.2AD*2TR-#0N,BA-*2TQ+C4H82DM-RXU*'(I,RXT*&,I,38N.2AH M*2TR-#0N,B@R-"PI+3(U,"XS*#(P,"DR-"XQ*#,L*2TR-3`N,RAW92DM-RXU M*')E*5U42@HM,S8N.#`T.2`M,2XQ-#8S(%1$"C`N,#$R,B!48PI;*&4I,3"DP*'0I+3(T-BXT M*$$I,BXU*&YN=6$I,3BDX+C$H;RE=5$H*150* M,"XY,S0@,"XY,S0@,"XY,S0@2E=5$H*150*,"XY,S0@,"XY,S0@,"XY,S0@ MBE=5$H*150*,"XY,S0@,"XY,S0@,"XY,S0@'0@72`-+T9O;G0@/#P@+T8R(#DW(#`@ M4B`O1C$S(#&@I,C,N-RAI8FDI,C$N,BAT*2TR-#"DM,C8Y*&\I+3`N-RAN*2TR-#0N-BAP*2TP+C2DM,C0T+C,H,C`L*2TR-3`N-"@R,"DR-"@P,RPI+3(U,"XT M*&,I,38N."AO=F4I+32DM,C8X+C4H,BDR-"XR*#DI+3`N M,B@L*2TR-3`N,B@R,#`S*3(T+C(H+"DM,C4P+C(H82DM-RXT*&YD*2TR-#0N M,2AA*2TR-3$N,RAR*3,N-2AE*3$W*'!O2DM,C0T+C4H,S`L*2TR-3`N-B@R M,#`I,C,N."@S+"DM,C4P+C8H8RDM-RXX*&\I,C,N."AV92DM-RXX*')I*3(Q M+C,H;F2DM,3$Y,BXY*"]S*2TQ,2XR*"\I+3(V."XV*$0I+3$Y+C'0@72`-+T9O;G0@/#P@+T8R(#DW(#`@4B`O1C$S(#2DM,C8X+C2DM,C0S M+C@H1"DR+C8H;VYA*3$W+C,H;&0I+3(T,RXX*$HI+3$S+C,H+BDM,C(U+C4H M1V$I+32DM,C0S+C@H2BDQ,2XQ M*&]H;BDM,C0S+C@H4RDM,3BDM-RXQ M*&\I+3(T,RXX*&$I+32DM,C0S+C@H,S$L*2TR-#DN.2@R,#`I,C0N-2@S*5U42@HT M,"XS,32DM,C0S+C@H1"DR+C8H;VYA*3$W+C,H;&0I+3(T,RXX*$HI+3$S+C,H+BDM M,C(U+C4H1V$I+3F4@.3`-+TE$ M6SPP,CDS-3-D,V,U9#9D.#,P-#AA8F9A.6-D.#0X.3,Q,#X\,#(Y,S4S9#-C M-60V9#@S,#0X86)F83EC9#@T.#DS,3`^70T^/@US=&%R='AR968-,3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.A

                                                                    Exhibit 4(a)





==============================================================================-









                            THIRD AMENDMENT AGREEMENT

                                       TO

     Re:           Note Agreements Dated as of December 15, 1995

           -------------------------------------------------------------






==============================================================================-










                                TABLE OF CONTENTS



SECTION                                                HEADING                                                   PAGE


                                                                                                            
SECTION 1.            OMNIBUS AMENDMENT...........................................................................1


SECTION 2.            ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS...........................................1

       Section 2.1.            Amendment to Section 1.1...........................................................1
       Section 2.2.            Amendment to Section 2.1...........................................................2
       Section 2.3.            Amendment to Section 5.16..........................................................2
       Section 2.4.            Amendment to Section 5.17..........................................................3
       Section 2.5.            Exhibits and Schedules.............................................................3

SECTION 3.            CONDITIONS PRECEDENT........................................................................4


SECTION 4.            REPRESENTATIONS AND WARRANTIES..............................................................5


SECTION 5.            MISCELLANEOUS...............................................................................6


Signatures........................................................................................................7



SCHEDULE I        --      Name of Holders and Principal Amount of Notes

EXHIBIT A         --      Form of Note

EXHIBIT B         --      Opinion of Counsel for the Company


                                      -i-




                                                                     Dated as of
                                                                   June 30, 2003

To each of the holders
listed in Schedule I to
this Third Amendment Agreement

Ladies and Gentlemen:

         Reference is made to (i) the separate Note Agreements each dated as of
December 15, 1995 among Cleveland-Cliffs Inc, an Ohio Corporation (the
"Company"), and each of you, as amended by the First Amendment Agreement dated
as of December 15, 2002 and as further amended by the Second Amendment Agreement
dated as of March 14, 2003 (the "Existing Note Agreements" and, as amended
hereby, the "Note Agreements"), and (ii) the $55,000,000 aggregate principal
amount of 7.00% Senior Notes due December 15, 2005 of the Company (the "Existing
Notes" and, as amended hereby, the "Notes").

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company requests the amendment of certain
provisions of the Existing Note Agreements and the Existing Notes as hereinafter
provided.

         Upon your acceptance hereof in the manner hereinafter provided and upon
satisfaction of all conditions to the effectiveness hereof and receipt by the
Company of similar acceptances from the holders of all of the Existing Notes,
this Third Amendment Agreement shall constitute a contract between us amending
the Existing Note Agreements and the Existing Notes, in each case, as of June
30, 2003, but only in the respects hereinafter set forth:

SECTION 1.           OMNIBUS AMENDMENT.

         All references in any and all of the Existing Note Agreements, the
Existing Notes and each other Financing Agreement to a maturity date applicable
to the Notes of "December 15, 2005" shall hereafter read "December 15, 2004" in
any and all instances where such maturity date appears. All written references
to the maturity date in effect prior to this Third Amendment Agreement shall be
and are hereby amended to incorporate the above-described new maturity date with
respect to the Notes. Upon the request of any holder of a Note, the Company
shall replace such holder's Note with a new Note substantially in the form of
Exhibit A attached hereto.

SECTION 2.           ADDITIONAL AMENDMENTS TO EXISTING NOTE AGREEMENTS.

         Section 2.1. Amendment to Section 1.1. Section 1.1 of the Existing Note
Agreements shall be and is hereby amended to delete the reference to "December
15, 2005" that appears in the first paragraph thereof and to insert in place
thereof "December 15, 2004."




Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         Section 2.2. Amendment to Section 2.1. Section 2.1 of the Existing Note
Agreements shall be and is hereby amended in its entirety to read as follows:

                  "Section 2.1. Required Prepayments. (a) The Company will make
         the following prepayments with respect to the outstanding principal
         amount of the Notes: (i) on June 30, 2003, the Company will prepay
         $5,000,000 principal amount of the Notes, (ii) on December 15, 2003,
         the Company will prepay $15,000,000 principal amount of the Notes, and
         (iii) on December 15, 2004, the Company will prepay $35,000,000
         principal amount of the Notes (or such lesser principal amount as shall
         then be outstanding). Each of the foregoing prepayments will be at par
         and without payment of the Make-Whole Amount or any premium.

                  (b) Within five Business Days after receipt thereof, the
         Company will make a prepayment of the principal amount of the Notes at
         par and without payment of the Make-Whole-Amount or any premium with
         any proceeds received by the Company from the Company's contingent
         business interruption insurance policy and relating to the idling of
         the Empire and Tilden mines on or after May 15, 2003 as a result of the
         shutdown of Wisconsin Energy Corp.'s power plant.

         Section 2.3. Amendment to Section 5.16. Section 5.16 of the Existing
Note Agreements shall be and is hereby amended in its entirety to read as
follows:

                  "Section 5.16. Minimum Consolidated EBITDA. The Company will
         not permit, as of the end of each fiscal quarter described below,
         Consolidated EBITDA for the respective period described below to be
         less than the respective amounts set forth opposite such fiscal quarter
         end in the following table:



                    FISCAL QUARTER END                                         MINIMUM CONSOLIDATED EBITDA
                    ------------------                                         ---------------------------
                                                                            

                    the four fiscal quarter period ending December 31,         $7,000,000
                    2002

                    the fiscal quarter ending March 31, 2003                   $0

                    the two fiscal quarter period ending June 30, 2003         $(25,000,000)

                    the three fiscal quarter period ending                     $(17,000,000)
                    September 30, 2003

                    the four fiscal quarter period ending December 31,         $(2,000,000)
                    2003

                    the four fiscal quarter period ending March 31,            $0
                    2004

                    the four fiscal quarter period ending June 30, 2004        $15,000,000

                    the four fiscal quarter period ending September            $28,000,000
                    30, 2004




                                      -2-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         Section 2.4. Amendment to Section 5.17. Section 5.17 of the Existing
Note Agreements shall be and is hereby amended in its entirety to read as
follows:

                  "Section 5.17 Consolidated EBITDAR. The Company will not
         permit, as of the end of each fiscal quarter described below, the ratio
         of Consolidated EBITDAR to Fixed Charges for the respective period
         described below to be less than the respective amounts set forth
         opposite such fiscal quarter end in the following table:



                    FISCAL QUARTER END                                                  MINIMUM RATIO
                    ------------------                                                  -------------
                                                                                     
                    the four fiscal quarter period ending                                .98 to 1.00
                    December 31, 2002

                    the fiscal quarter ending March 31, 2003                             .90 to 1.00

                    the two fiscal quarter period ending                                 Not Tested
                    June 30, 2003

                    the three fiscal quarter period ending                               .00 to 1.00
                    September 30, 2003

                    the four fiscal quarter period ending                                .75 to 1.00
                    December 31, 2003

                    the four fiscal quarter period ending                                .85 to 1.00
                    March 31, 2004


                    the four fiscal quarter period ending                               1.40 to 1.00
                    June 30, 2004


                    the four fiscal quarter period ending                               1.80 to 1.00
                    September 30, 2004


         Section 2.5. Exhibit and Schedules. All exhibits and schedules hereto
shall be deemed to be exhibits and schedules of the same designation to the Note
Agreements.

SECTION 3.           CONDITIONS PRECEDENT

         Section 3.1. This Third Amendment Agreement shall not become effective
until, and shall become effective on, the Business Day when each of the
following conditions shall have been satisfied:




                                      -3-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


                   (a) Each holder shall have received this Third Amendment
         Agreement, duly executed by the Company.

                   (b) The Holders shall have consented to this Third Amendment
         Agreement as evidenced by their execution thereof.

                   (c) The representations and warranties of the Company set
         forth in Section 4 hereof shall be true and correct in all material
         respects as of the date of the execution and delivery of this Third
         Amendment Agreement.

                   (d) Any consents or approvals from any holder or holders of
         any outstanding security of the Company or any Subsidiary and any
         amendments of agreements pursuant to which any securities may have been
         issued which shall be necessary to permit the consummation of the
         transactions contemplated hereby shall have been obtained and all such
         consents or amendments shall be reasonably satisfactory in form and
         substance to the holders and their special counsel.

                   (e) Each holder shall have received such certificates of a
         secretarial officer of the Company as it may reasonably request with
         respect to this Third Amendment Agreement and the transactions
         contemplated hereby.

                   (f) Each holder shall have received the opinion of counsel
         for the Company covering the matters set forth in Exhibit B hereto and
         such other matters incident to the transactions contemplated hereby as
         the holders may reasonably request.

                   (g) The Company shall have paid the fees and disbursements of
         the holders' special counsel, Chapman and Cutler, incurred in
         connection with the negotiation, preparation, execution and delivery of
         this Third Amendment Agreement and the transactions contemplated hereby
         which fees and disbursements are reflected in the statement of such
         special counsel delivered to the Company at the time of the execution
         and delivery of this Third Amendment Agreement. Upon receipt of any
         supplemental statement after the execution of this Third Amendment
         Agreement, the Company will pay such additional fees and disbursements
         of the holders' special counsel which were not reflected in its
         accounting records as of the time of the delivery of the initial
         statement of fees and disbursements.

                   (h) A Private Placement Number issued by Standard & Poor's
         CUSIP Service Bureau in cooperation with the Securities Valuation
         Office of the National Association of Insurance Commissioners shall
         have been obtained for the Notes.

                   (i) The Company shall have prepaid, on a pro rata basis,
         $5,000,000 aggregate principal amount of the Notes together with
         accrued and unpaid interest on such principal amount to the date of
         prepayment thereof.

                   (j) All corporate and other proceedings in connection with
         the transactions contemplated by this Third Amendment Agreement and all
         documents and instruments




                                      -4-


Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         incident to such transactions shall be satisfactory to you and your
         special counsel, and you and your special counsel shall have received
         all such counterpart originals or certified or other copies of such
         documents as you or they may reasonably request.

SECTION 4.           REPRESENTATIONS AND WARRANTIES.

         The Company hereby represents and warrants that as of the date hereof
and as of the date of execution and delivery of this Third Amendment Agreement:

                   (a) Each Obligor is duly incorporated, validly existing and
         in good standing under the laws of its state of incorporation.

                   (b) Each Obligor has the corporate power to own its property
         and to carry on its business as now being conducted.

                   (c) Each Obligor is duly qualified and in good standing as a
         foreign corporation authorized to do business in each jurisdiction in
         which the failure to do so would, individually or in the aggregate,
         have a material adverse effect on the business, condition (financial or
         other), assets, operations, properties or prospects of such Obligor.

                   (d) This Third Amendment Agreement and all other Financing
         Agreements and the transactions contemplated hereby are within the
         corporate powers of each Obligor, have been duly authorized by all
         necessary corporate action on the part of each Obligor and this Third
         Amendment Agreement and all other Financing Agreements have been duly
         executed and delivered by each Obligor and constitute legal, valid and
         binding obligations of each Obligor enforceable in accordance with
         their respective terms.

                   (e) The Company represents and warrants that there are no
         Defaults or Events of Default under the Existing Note Agreements.

                   (f) The execution, delivery and performance of this Third
         Amendment Agreement and all other Financing Agreements by each Obligor
         does not and will not result in a violation of or default under (A) the
         articles of incorporation or bylaws of such Obligor, (B) any material
         agreement to which such Obligor is a party or by which it is bound or
         to which such Obligor or any of its properties is subject, (C) any
         material order, writ, injunction or decree binding on such Obligor, or
         (D) any material statute, regulation, rule or other law applicable to
         such Obligor.

                   (g) No authorization, consent, approval, exemption or action
         by or notice to or filing with any court or administrative or
         governmental body (other than periodic filings with regulatory
         authorities, none of which are required to be filed as of the effective
         date of this Third Amendment Agreement) is required in connection with
         the execution and delivery of this Third Amendment Agreement or any
         other Financing Agreements or the consummation of the transactions
         contemplated thereby.




                                      -5-


Cleveland-Cliffs Inc.                                 Third Amendment Agreement


                  (h) The Company has terminated the Credit Agreement dated as
         of March 14, 2003 between the Company and Fifth Third Bank.

SECTION 5.           MISCELLANEOUS.

         Section 5.1. Except as amended herein, all terms and provisions of the
Existing Note Agreements, the Existing Notes and related agreements and
instruments are hereby ratified, confirmed and approved in all respects.

         Section 5.2. Any and all notices, requests, certificates and other
instruments, including the Notes, may refer to any of the Financing Agreements
without making specific reference to this Third Amendment Agreement, but
nevertheless all such references shall be deemed to include this Third Amendment
Agreement unless the context shall otherwise require. Your acceptance hereof
will also constitute your agreement that prior to any sale, assignment,
transfer, pledge or other disposition by you of any Notes, you shall either (i)
impose on the Notes so to be disposed of an appropriate endorsement referring to
this Third Amendment Agreement as binding on the parties hereto and upon any and
all future holders of such Notes or (ii) at your option at any time, surrender
such Notes for new Notes of the same form and tenor as the Notes so surrendered
but revised to contain express textual reference to this Third Amendment
Agreement. All expenses for the preparation of such new Notes and the exchange
for such new Notes are to be borne by the Company.

         Section 5.3. This Third Amendment Agreement and all covenants herein
contained shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereunder. All covenants made by the
Company herein shall survive the closing and the delivery of this Third
Amendment Agreement.

         Section 5.4. This Third Amendment Agreement shall be governed by and
construed in accordance with Illinois law.

         Section 5.5. The capitalized terms used in this Third Amendment
Agreement shall have the respective meanings specified in the Note Agreements
unless otherwise herein defined, or the context hereof shall otherwise require.



                                      -6-


Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         The execution hereof by the holders shall constitute a contract among
the Company and the holders for the uses and purposes hereinabove set forth.
This Third Amendment Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement.

                                            CLEVELAND-CLIFFS INC

                                            By /s/ R. Emmet
                                               -----------------------------
                                               Robert Emmet, Treasurer



                                      -7-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         The undersigned acknowledges receipt of that certain Third Amendment
Agreement to Note Purchase Agreements dated as of December 15, 1995 and for
itself, as a guarantor, consents to the terms thereof and reaffirms, ratifies
and conforms (i) in all respects each and every obligation and covenant made by
it in the Subsidiary Guarantee Agreement dated as of December 15, 2002, as
amended by the Subsidiary Guaranty Supplement dated as of March 17, 2003 by the
undersigned in favor of the Holders (the "Guaranty") and (ii) that the Guaranty
remains the legal, valid and binding obligation of the undersigned enforceable
against the undersigned in accordance with its terms.

                                "GUARANTORS"

                                CLEVELAND-CLIFFS ORE CORPORATION
                                THE CLEVELAND-CLIFFS IRON COMPANY
                                NORTHSHORE SALES COMPANY
                                WABUSH IRON CO. LIMITED
                                CLIFFS OIL SHALE CORP.
                                CLIFFS ERIE L.L.C.
                                CLIFFS MINING COMPANY
                                CLIFFS MINING SERVICES COMPANY
                                CLIFFS REDUCED IRON CORPORATION
                                CLIFFS REDUCED IRON MANAGEMENT COMPANY
                                IRONUNITS LLC
                                NORTHSHORE MINING COMPANY
                                SEIGNELAY RESOURCES, INC.
                                SILVER BAY POWER COMPANY
                                THE CLEVELAND-CLIFFS STEAMSHIP COMPANY
                                CLIFFS BIWABIK ORE CORPORATION
                                PICKANDS HIBBING CORPORATION
                                SYRACUSE MINING COMPANY
                                CLIFFS EMPIRE, INC.
                                CLIFFS IH EMPIRE, INC.
                                CLIFFS MARQUETTE, INC.
                                CLIFFS MC EMPIRE, INC.
                                CLIFFS TIOP, INC.
                                EMPIRE-CLIFFS PARTNERSHIP
                                   By: CLIFFS EMPIRE, INC., its General Partner
                                MARQUETTE IRON MINING PARTNERSHIP
                                   By: CLEVELAND-CLIFFS ORE CORPORATION, its
                                   General Partner
                                WHEELING-PITTSBURGH/CLIFFS PARTNERSHIP
                                   By: CLIFFS EMPIRE, INC., its General Partner
                                CLIFFS SYNFUEL CORP.

                                By:   /s/ R. Emmet
                                   -----------------------------
                                   Name:     Robert Emmet
                                   Title:    Treasurer


                                      -8-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement



                                  LAKE SUPERIOR & ISHPEMING RAILROAD
                                     COMPANY
                                  LASCO DEVELOPMENT CORPORATION

                                  By:   /s/ R. Emmet
                                     -----------------------------
                                     Name:     Robert Emmet
                                     Title:    Assistant Treasurer

                                  REPUBLIC WETLANDS PRESERVE LLC

                                     By: Marquette Iron Mining Partnership,
                                           its sole member

                                        By: The Cleveland-Cliffs Iron Company,
                                              its manager


                                  By:   /s/ R. Emmet
                                     -----------------------------
                                     Name:   Robert Emmet
                                     Title:  Treasurer



                                      -9-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement



         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                      J. ROMEO & CO.


                                      By /s/ R. Duffy
                                        ---------------------------------------
                                      Name:  Raymond Duffy
                                      Title: As Partner


                                      -10-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 THE VARIABLE ANNUITY LIFE INSURANCE
                                    COMPANY

                                 By:   AIG Global Investment Corp., investment
                                       adviser

                                       By /s/ Sarah Helmich
                                         --------------------------------------
                                         Name:  Sarah Helmich
                                         Title: Vice President




                                      -11-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 RELIASTAR LIFE INSURANCE COMPANY

                                 By:   ING Investment Management LLC, as
                                       Agent

                                       By: /s/ James V. Wittich
                                          -------------------------------------
                                          Name:  James V. Wittich
                                          Title: Senior Vice President



                                      -12-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 FIRST ALLMERICA FINANCIAL LIFE INSURANCE
                                    COMPANY

                                 By /s/ Scott C. Hyney
                                   --------------------------------------------
                                   Name:  Scott C. Hyney
                                   Title: Assistant Vice President

                                 ALLMERICA FINANCIAL LIFE INSURANCE AND
                                    ANNUITY COMPANY

                                 By /s/ Scott C. Hyney
                                   --------------------------------------------
                                   Name:  Scott C. Hyney
                                   Title: Vice President


                                      -13-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 SUN LIFE ASSURANCE COMPANY OF CANADA

                                 By /s/ J. N. Whelihan
                                   --------------------------------------------
                                   Name:  John N. Whelihan
                                   Title: Vice President, US. Private Placement
                                          for President

                                 By /s/ Ann C. King
                                   --------------------------------------------
                                   Name:  Ann C. King
                                   Title: Senior Counsel - For Secretary

                                 SUN LIFE ASSURANCE COMPANY OF CANADA
                                    (U.S.)


                                 By /s/ J. N. Whelihan
                                   --------------------------------------------
                                   Name:  John N. Whelihan
                                   Title: Vice President, U.S. Private Placement
                                          for President

                                 By /s/ Ann C. King
                                   --------------------------------------------
                                   Name:  Ann C. King
                                   Title: Senior Counsel - For Secretary

                                 CLARICA LIFE INSURANCE COMPANY (U.S. BRANCH)


                                 By
                                   --------------------------------------------
                                   Name:
                                   Title:

                                 By
                                   --------------------------------------------
                                   Name:
                                   Title:


* Sun Life Assurance Company of Canada is successor by amalgamation to Clarica
  Life Insurance Company (U.S. Branch).

                                      -14-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 THE GREAT SOUTHERN LIFE INSURANCE CO.


                                 By /s/ G. Hamilton
                                   --------------------------------------------
                                   Name:  Greg Hamilton
                                   Title: VP - Investments



                                      -15-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement

         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 THE UNION CENTRAL LIFE INSURANCE
                                    COMPANY

                                 By /s/ Gary R. Rodmaker
                                   --------------------------------------------
                                   Name:  Gary R. Rodmaker
                                   Title: Managing Director



                                      -16-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 PAN-AMERICAN LIFE INSURANCE COMPANY

                                 By /s/ Luis Ingles
                                   --------------------------------------------
                                   Name:  Luis Ingles
                                   Title: Senior Vice President
                                          Investments



                                      -17-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 STANDARD INSURANCE COMPANY

                                 By    /s/ Julie Grandstaff
                                   --------------------------------------------
                                   Name:  Julie Grandstaff
                                   Title: Assistant Vice President



                                      -18-



Cleveland-Cliffs Inc.                                 Third Amendment Agreement


         This foregoing Third Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.

                                 WOODMEN ACCIDENT AND LIFE COMPANY

                                 By /s/ Joseph J. Mick
                                   --------------------------------------------
                                   Name:  Joseph J. Mick
                                   Title: Senior Investment Analyst and
                                          Assistant Treasurer


                                      -19-









                                                                  OUTSTANDING PRINCIPAL AMOUNT
                                                                  AND SERIES OF NOTES
     NAME OF HOLDER                                               HELD AS OF JUNE 29, 2003

                                                                             
J. ROMEO & CO.                                                                  $7,857,143

J. ROMEO & CO.                                                                  $3,142,857

J. ROMEO & CO.                                                                  $  785,714

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                                     $7,857,143

RELIASTAR LIFE INSURANCE COMPANY                                                $7,464,286

FIRST ALLMERICA FINANCIAL LIFE INSURANCE                                        $3,535,715
     COMPANY

ALLMERICA FINANCIAL LIFE INSURANCE AND                                          $3,928,572
     ANNUITY COMPANY

SUN LIFE ASSURANCE COMPANY OF CANADA                                            $2,357,143
                                                                                $  785,715
                                                                                $  785,714
                                                                                $  785,715

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)                                     $  785,714

PEBBLE CHART & CO. (as nominee for Great                                        $3,928,571
     Southern Life Insurance Company)

HARE & CO. (as nominee for The Union Central Life                               $3,535,714
     Insurance Company)

PAN-AMERICAN LIFE INSURANCE COMPANY                                             $3,535,714

HARE & CO (as nominee for Standard Insurance                                    $1,964,285
     Company)

WOODMEN ACCIDENT AND LIFE COMPANY                                               $1,964,285




                                   SCHEDULE I
                         (to Third Amendment Agreement)




                              CLEVELAND-CLIFFS INC
                                   Senior Note
                              Due December 15, 2004

No.
                                                                _________, 20__
$

         CLEVELAND-CLIFFS INC, an Ohio corporation (the "Company"), for value
received, hereby promises to pay to



                              or registered assigns
                     on the fifteenth day of December, 2004
                             the principal amount of

                                                        DOLLARS ($____________)

and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of (i) 7.00% per annum from the date hereof until December 14, 2003, and
(ii) 9.50% per annum from December 15, 2003 until December 14, 2004 and (iii)
10.50% per annum from December 15, 2004 until maturity, payable semi-annually on
the fifteenth day of each June and December in each year (commencing on the
first of such dates after the date hereof) and at maturity. The Company agrees
to pay interest on overdue principal (including any overdue required or optional
prepayment of principal) Make-Whole Amount, if any, and (to the extent legally
enforceable) on any overdue installment of interest, at the rate of (i) 9.00%
per annum after the due date during the period from the date hereof until
December 14, 2003 and (ii) 11.50% per annum after the due date during the period
from December 15, 2003 until December 14, 2004 and (iii) 12.50% per annum after
the due date during the period from December 15, 2004 until maturity, whether by
acceleration or otherwise, until paid. Both the principal hereof and interest
hereon are payable at the principal office of the Company in Cleveland, Ohio in
coin or currency of the United States of America which at the time of payment
shall be legal tender for the payment of public and private debts.

         This Note is one of the Senior Notes due December 15, 2004 (the
"Notes") of the Company in the original aggregate principal amount of
$70,000,000 issued or to be issued under and pursuant to the terms and
provisions of the separate Note Agreements, each dated as of December 15, 1995
(as amended by the First Amendment Agreement dated as of December 15, 2002, the
Second Amendment Agreement dated as of March 14, 2003, and the Third



                                   EXHIBIT A
                         (to Third Amendment Agreement)


Amendment dated as of June 30, 2003, the "Note Agreements"), entered into by the
Company with the original Purchasers therein referred to and this Note and the
holder hereof are entitled equally and ratably with the holders of all other
Notes outstanding under the Note Agreements to all the benefits provided for
thereby or referred to therein including, without limitation, the benefits and
security of all other Financing Agreements (as defined in the Note Agreements).
Reference is hereby made to the Financing Agreements for a statement of such
rights and benefits.

         This Note and the other Notes outstanding under the Note Agreements may
be declared due prior to their expressed maturity dates and certain prepayments
are required to be made thereon, all in the events, on the terms and in the
manner and amounts as provided in the Note Agreements.

         The Notes are not subject to prepayment or redemption at the option of
the Company prior to their expressed maturity dates except on the terms and
conditions and in the amounts and with the Make-Whole Amount, if any, set forth
in the Note Agreements.

         This Note is registered on the books of the Company and is transferable
only by surrender thereof at the principal office of the Company duly endorsed
or accompanied by a written instrument of transfer duly executed by the
registered holder of this Note or its attorney duly authorized in writing.
Payment of or on account of principal, Make-Whole Amount, if any, and interest
on this Note shall be made only to or upon the order in writing of the
registered holder.

                              CLEVELAND-CLIFFS INC

                              By
                                -----------------------------------------------
                                Its

EX-10.A

                                                                   Exhibit 10(a)

                       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 the Executive.

     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





                                                                               2


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 Company and the Executive
agree that it is intended that the Executive will cease to be the President and
Chief Operating Officer of the Company on July 1, 2003 but will continue to be a
full-time employee of the Company until June 30, 2004. Subject to the provisions
of Section 1.1 hereof, commencing on July 1, 2003 and continuing until June 30,
2004, the Executive shall be employed as President of Cliffs International
Division, which position is not an elected officer position. It is intended that
the Executive will be based in Arizona during this period and will be entitled
to the following salary, bonus, and incentive compensation for such period:

     (a)  the Executive will be paid his annual base rate of salary of $350,000
          for the period July 1, 2003 to June 30, 2004:

     (b)  the Executive will participate in the Company's annual bonus program,
          the Management Performance Incentive Plan, for 2003 on the basis of
          his performance through June 30, 2003 on a pro-rata basis;

     (c)  the Executive will not participate in such Management Performance
          Incentive Plan with respect to his service after June 30, 2003 or
          during 2004;

     (d)  the Executive has not received and will not receive any grants of
          performance shares under the Company's Performance Share Plan for
          calendar year 2003 and 2004; and

     (e)  if the Executive remains in the employ of Cleveland-Cliffs Inc until
          June 30, 2004, all performance shares held by the Executive under the
          Company's Performance Share Plan which have not previously vested will
          become fully vested on June 30, 2004 and will be valued and paid as
          otherwise provided in the Plan.





                                                                               3

Notwithstanding the terms and provisions of the letter to the Executive dated
February 9, 2001 under the Company's Special Executive Retention Program, the
Executive will not receive the second retention payment which would be payable
on or after March 31, 2004 and the Executive hereby waives his right to receive
such second retention payment.

     Except as provided above and subject to the provisions of Section 1.1
hereof, the Executive shall continue to participate in all compensation and
employee benefit programs of the Company recognizing however that all such
compensation programs and benefits programs applicable to the Executive can be
amended or terminated by the Company at any time.

SECTION 2. RETIREMENT, TERMINATION OF EMPLOYMENT, OR DEATH.

     2.1 RETIREMENT DATE. The Company and the Executive agree that the
Executive's employment with the Company will terminate as of June 30, 2004 (the
"Retirement Date").

     2.2 TERMINATION ON THE RETIREMENT DATE. In the event the Executive
terminates employment with the Company on the Retirement Date and executes the
Release of All Claims described in Section 5.2 hereof, the Executive will be
entitled to receive the Special Benefits set forth in Section 3 hereof.

     2.3 TERMINATION BY THE COMPANY WITHOUT CAUSE PRIOR TO THE RETIREMENT DATE.
In the event the Company terminates the employment of the Executive without
Cause prior to the Retirement Date and the Executive executes the Release of All
Claims described in Section 5.2 hereof, the Executive will be entitled to
receive the compensation and benefits described in Sections 1.2 and 1.3 hereof
and the Special Benefits set forth in Section 3 hereof. For purposes of this
Agreement "Cause" shall mean only (i) Executive's willful failure to perform his
duties under this Agreement within a reasonable period of time after receipt of
written notice from the Company setting forth in reasonable detail the duties
which Executive has failed to perform and





                                                                               4

the corrective actions expected of him; (ii) a breach of Executive's duty of
loyalty to the Company, including but not limited to a breach of Executive's
obligations under Section 6 below; (iii) indictment for, conviction of, or
written confession to a crime against the Company or a crime which otherwise
materially adversely affects Executive's ability to perform his obligations
under this Agreement, any business relationships which the Company maintains or
the general reputation and good will of the Company.

     2.4 TERMINATION BY THE COMPANY WITH CAUSE OR BY THE EXECUTIVE FOR ANY
REASON PRIOR TO THE RETIREMENT DATE. In the event the Company terminates the
employment of the Executive with Cause, as defined in Section 2.3 hereof, prior
to the Retirement Date, the Executive will not be entitled to receive the
Special Benefits set forth in Section 3 hereof. In the event the Executive
terminates his employment with the Company for any reason other than death prior
to the Retirement Date, the Executive will also not be entitled to receive the
Special Benefits set forth in Section 3 hereof.

     2.5 DEATH PRIOR TO THE RETIREMENT DATE. In the event the Executive does not
otherwise terminate employment and dies prior to the Retirement Date, his
spouse, if she is same spouse as the Executive is married to on the date of this
Agreement, shall be entitled to the Medical Benefit described in Section 4.2
hereof.

     2.6 DEATH AFTER THE RETIREMENT DATE. In the event the Executive terminates
employment with the Company on the Retirement Date and dies thereafter, his
spouse, if she is same spouse as the Executive is married to on the date of this
Agreement, shall be entitled to receive the Medical Benefits described in
Section 4.2 hereof.





                                                                               5


SECTION 3. SPECIAL BENEFITS.

     3.1 SPECIAL RETIREMENT BENEFITS. If the Executive retires pursuant to
Section 2.2 hereof or is terminated by the Company pursuant to Section 2.3
hereof and the Executive executes the release described in Section 5.2 hereof,
the Company will pay the Executive a supplemental retirement benefit commencing
on the first day of the month next following his date of retirement or
termination of employment a monthly amount equal to the monthly amount of his
unreduced accrued retirement benefit under The Pension Plan For Employees Of
Cleveland-Cliffs Inc And Its Associated Employers ("Qualified Pension Plan").
Such monthly benefit shall be paid until the month before the month in which the
Executive is first eligible to receive an unreduced retirement benefit under the
Qualified Pension Plan at which time the payments under this Agreement shall
cease. At the election of the Company such amount may be paid under the
Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan or may be paid
separately by the Company.

     3.2 CONTINUATION OF ARRANGEMENT WITH AYCO. The Company hereby agrees that,
unless this Agreement is terminated pursuant to Section 2.4 hereof, the
Executive will continue to be provided with personal financial planning services
by AYCO until December 31, 2005 and shall be provided with personal tax return
preparation services by AYCO for the Executive's taxable years ending in 2003,
2004, and 2005.

     3.3 EXPENSES AS 2003 PRESIDENT OF SOCIETY FOR MINING, METALLURGY AND
EXPLORATION. The Company agrees that, unless this Agreement is terminated
pursuant to Section 2.4 hereof, the Company shall pay all reasonable travel
expenses which the Executive shall incur as the President of the Society for
Mining, Metallurgy and Exploration during his term of office as 2003 President
of the Society.




                                                                               6


SECTION 4. RETIREE MEDICAL BENEFITS

     4.1 RETIREE MEDICAL BENEFITS FOR THE EXECUTIVE. The Company will, in
accordance with a letter dated May 20, 1997 from Mr. M. Thomas Moore, Chairman
and Chief Executive Officer of Cleveland-Cliffs Inc to the Executive, provide
retiree medical coverage to the Executive and his spouse and dependents, if any,
on the same terms and conditions as retiree medical benefits are being provided
to retired salaried employees of the Company subject to the right of the Company
to amend or terminate retiree medical benefits at any time and subject to all
conditions specified in such May 20, 1997 letter. In order to be covered by such
retiree medical benefits, the Executive must make such contribution to the cost
of such coverage as is being paid by other retired salaried employees of the
Company. In the event that the Executive shall fail to timely make such required
contributions, the retiree medical coverage under this Agreement shall cease.
The Executive may elect to have the payments under Section 3.1 hereof and the
payments under the Qualified Plan reduced by the amount of such contributions.

     In the event that the Company shall establish different retiree medical
programs for different groups of retired salaried employees or provide for
different contribution levels for different groups of salaried employees, the
Executive shall be covered by the retiree medical program and the contribution
level which applies to retired salaried employees whose dates of hire and
service most closely resemble the date of hire and service of the Executive.
Executive may, however, be allowed to choose alternative levels of retiree
medical coverage and contribution levels, if such alternative levels are made
available by the Company to others under its salaried retiree medical plan.

     4.2 SPOUSAL MEDICAL BENEFITS. In the event that the Executive dies under
the circumstances described in Section 2.5 hereof, the Company shall, in
accordance with a letter





                                                                               7


dated May 20, 1997 from Mr. M. Thomas Moore, Chairman and Chief Executive
Officer of Cleveland-Cliffs Inc to the Executive, provide retiree medical
coverage to the spouse of the Executive at the time of his death, if she is the
same person who was his spouse on the date of execution of this Agreement on the
same terms and conditions as retiree medical benefits are being provided to
surviving spouses of deceased salaried employees of the Company subject to the
right of the Company to amend or terminate retiree medical benefits at any time.
In the event that the Executive dies under the circumstances described in
Section 2.6 hereof at a time when the Executive is covered by retiree medical
benefits for himself and his dependents, the Company shall provide retiree
medical coverage to the spouse of the Executive at the time of his death, if she
is the same person who was his spouse on the date of execution of this Agreement
on the same terms and conditions as retiree medical benefits are being provided
to surviving spouses of deceased retired salaried employees of the Company
subject to the right of the Company to amend or terminate retiree medical
benefits at any time. In order to be covered by such spousal retiree medical
benefits, the spouse must make such contribution to the cost of such coverage as
is being paid by other surviving spouses of deceased retired salaried employees
of the Company. In the event that the spouse of the Executive shall fail to
timely make such required contributions, the spousal retiree medical coverage
under this Agreement shall cease. The surviving spouse of the Executive may
elect to have the payments to her under the Qualified Plan, if any, reduced by
the amount of such contributions.

SECTION 5. RELEASE OF ALL CLAIMS.

     5.1 RELEASE AS OF DATE OF THIS AGREEMENT. By executing this Agreement, the
Executive hereby fully releases and forever discharges the Company, its
Affiliates and Successors, and their officers, directors, shareholders, agents,
representatives, and employees,






                                                                               8

from any and all claims, debts, liabilities, demands and obligations, known and
unknown (hereinafter collectively referred to as "claims") of any kind,
character and nature which the Executive has or arguably may have now or in the
future against the Company and any of the entities or persons identified above,
especially, but not limited to, those matters which may arise out of or in any
way relate to the Executive's employment with the Company and which occurred
from the beginning of time until the date of the execution of this Agreement.
This release is intended to be broadly construed to encompass all possible legal
and equitable claims, and is intended to include, but not to be limited to,
claims brought under the Age Discrimination in Employment Act of 1967, which
prohibits age discrimination in employment; Title VII of the Civil Rights Act of
1964 as amended by the Civil Rights Act of 1991, which prohibits discrimination
in employment based on race, color, national origin, religion, sex; the
Americans with Disabilities Act, which prohibits discrimination against
individuals with disabilities; Fair Labor Standards Act of 1938, as amended; the
Family and Medical Leave Act of 1993, the Civil Rights Attorney's Fees Awards
Act of 1976; or any other federal, state or local laws or regulations
prohibiting employment discrimination or restricting an employer's right to
terminate employees. This Release also includes any state or federal claims for
wrongful discharge, breach of contract, breach of promise, breach of public
policy, or any claim of wrongful doing arising out of Executive's employment or
the termination of the Executive's employment. The Executive warrants and
represents that he understands and acknowledges the significance and
consequences of this release and waiver, that the Executive has been advised of
his right to consult with an attorney for information and advice concerning such
release and waiver, and that such release and waiver is freely and voluntarily
given. This Release is intentionally broad but is not intended to release any
claims the Executive may have for vested accrued benefits under any







                                                                               9

compensation program or employee benefit program of the Company provided that
such claims for benefits have not been denied prior to the date of execution of
this Agreement.

     The Executive further warrants and acknowledges that he has been given a
reasonable period of time of at least twenty-one (21) days within which to
consider the terms of this Agreement and that the Executive has carefully read,
understood and agreed to each and every provision contained in this Agreement.

     5.2 RELEASE ON JUNE 30, 2004. The Company agrees to provide and Executive
agrees to execute and deliver to the Company an additional release in form and
substance similar to Section 5.1 hereof on June 30, 2004.

     5.3 RIGHT TO REVOKE RELEASES. The Executive shall have seven (7) days from
the date of his execution of this Agreement within which to revoke the
Agreement. Said revocation shall be in writing and delivered to the Company. If
the Executive revokes the Agreement, all provisions of the Agreement will be
null and void.

     The Executive shall have seven days from the date that he delivers the
release described in Section 5.2 hereof to revoke such Release. Failure to
deliver such Release or revocation of such Release will terminate the obligation
of the Company to provide any of the Special Benefits to the Executive described
in Section 3 hereof.

     5.4 RELEASE DOES NOT APPLY TO CLAIMS FOR INDEMNIFICATION OR INSURANCE
AGAINST THIRD PARTY CLAIMS AGAINST THE EXECUTIVE. The Release contained in
Section 5.1 hereof and the Release described in Section 5.2 hereof shall not
release claims which the Executive may have against the Company or against any
insurance contract purchased by the Company for indemnification against claims
against the Executive by a third party arising out of his service as an officer
or employee of the Company or his service at the request of the Company as a





                                                                              10


director, trustee, officer, employee or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust or other
enterprise.

SECTION 6. COVENANTS.

     6.1 DISCLOSURE OR USE OF INFORMATION. The Executive will at all times
during and after the term of his employment by the Company keep and maintain the
confidentiality of all Confidential Information and will not at any time either
directly or indirectly use such information for his own benefit or otherwise
divulge, disclose or communicate such information, except as required by law, to
any person or entity in any manner whatsoever other than employees or agents of
the Company or its Affiliates who have a need to know such information and then
only to the extent necessary to perform their responsibilities on behalf of the
Company or its Affiliates. As used herein, "Confidential Information" will mean
any and all information (EXCLUDING INFORMATION IN THE PUBLIC DOMAIN) which
relates to the business of the Company and its Affiliates including without
limitation all patents and patent applications, copyrights applied for, issued
to or owned by the Company or any of its Affiliates, inventions, trade secrets,
computer programs, proprietary engineering and technical data, drawings or
designs, proprietary manufacturing techniques, information concerning pricing
and pricing policies, marketing techniques, suppliers, proprietary methods and
manner of operations, and information relating to the identity and/or location
of all past, present and prospective customers of the Company and its
Affiliates.

     6.2 CO-OPERATION. During the term of his employment by the Company after
the date this Agreement is executed and for a period of twenty-four (24) months
following the Retirement Date, the Executive will not attempt to induce any
employee of the Company or an Affiliate to terminate his or her employment with
the Company or an Affiliate nor will he take any action






                                                                              11


with respect to any of the suppliers or customers of the Company and its
Affiliates which would have or might be likely to have an adverse effect upon
the business of the Company and its Affiliates. Executive hereby agrees not to
make any statement or take any action, directly or indirectly, except as
required by law, that will disparage or discredit the Company and its
Affiliates, their Officers, Directors of the Company, their employees or any of
their products, or in any way damage their reputation or ability to do business
or conduct their affairs. Executive agrees that subsequent to the Retirement
Date he will, in conjunction with a Company request, reasonably co-operate with
the Company in connection with transition matters, disputes and litigation
matters upon reasonable notice, at reasonable times, and will be paid or
reimbursed for reasonable expenses incurred by the Executive relating to such
matters.

     6.3 NON-COMPETITION. The Executive hereby agrees that the Executive will
not, for a period of two (2) years after June 30, 2004, directly or indirectly,
for himself or for others, in any state of the United States or in any foreign
country where the Company or any of its Affiliates (as defined below) is then
conducting business:

          (1)  engage, as an employee, partner, or sole proprietor, in any
               business segment of any person or entity which competes, directly
               or indirectly, with the product lines of the Company or its
               Affiliates; or

          (2)  in connection with any product lines of the Company or its
               Affiliates, render advice, consultation, or services to or
               otherwise assist any other person or entity which competes,
               directly or indirectly, with the Company or any of its Affiliates
               with respect to such product lines.

     The Executive understands that the foregoing restrictions may limit his
ability to engage in certain business pursuits during the period provided for
above, but acknowledges that he will receive sufficiently higher Special
Benefits from the Company than he would otherwise receive to justify such
restriction. The Executive acknowledges that he understands the effect of






                                                                              12


the provisions of this Agreement, that he has had reasonable time to consider
the effect of these provisions, and that he was encouraged to and had an
opportunity to consult an attorney with respect to these provisions. The Company
and the Executive consider the restrictions contained in this Agreement to be
reasonable and necessary. Nevertheless, if any aspect of these restrictions is
found to be unreasonable or otherwise unenforceable by a Court of competent
jurisdiction, the parties intend for such restrictions to be modified by such
Court so as to be reasonable and enforceable and, as so modified by the Court,
to be fully enforced.

     6.4 INJUNCTIVE RELIEF. In the event of a breach of any of the provisions of
this Section 6 by the Executive, the Company will be entitled to preliminary and
permanent injunctive relief, without bond or security, sufficient to enforce the
provisions thereof and the Company will be entitled to pursue such other
remedies at law or in equity as it deems appropriate.

SECTION 7. MISCELLANEOUS.

     7.1 DEFINITIONS.

          a.   The term "Affiliate" shall mean any entity controlling,
               controlled by or under common control with the Company,
               including, but not limited to, divisions and subsidiaries of the
               Company.

          b.   The term "Successor" will include any person, firm, corporation
               or business entity which acquires all or substantially all of the
               assets or succeeds to the business of the Company.

     7.2 TAX WITHHOLDING. The Company may withhold from any benefits payable
under this Agreement all federal, state, city, or other taxes as may be required
pursuant to any law or governmental regulation or ruling.





                                                                              13


     7.3 GOVERNING LAW. To the extent not preempted by federal law, the
provisions of this Agreement will be construed and enforced in accordance with
the laws of the State of Ohio.

     7.4 SUCCESSORS. This Agreement is personal to the Executive and will not be
assignable by him without the prior written consent of the Company except that
he can assign any payments under this Agreement (but not any of his obligations
under this Agreement) to his spouse or to his estate. This Agreement may be
assigned or transferred to and will be binding upon and inure to the benefit of
any Successor of the Company.

     7.5 ENTIRE AGREEMENT. As of the execution date of this Agreement, the
Company and the Executive agree that this Agreement shall become effective as of
July 1, 2003 and shall replace the Management Agreement dated August 17, 1998
between the Company and the Executive as of the Retirement Date if and only if
the Executive terminates employment with the Company on the Retirement Date. If
and when this Agreement has become effective, it shall supersede any other prior
agreements or understandings, oral or written, between the Executive and the
Company with respect to the subject matter hereof and shall constitute the
entire agreement of the parties with respect thereto.

     7.6 MODIFICATION. This Agreement will not be varied, altered, modified,
canceled, changed, or in any way amended except by mutual agreement in a written
instrument executed by the Company and the Executive or their legal
representatives.

     7.7 EXECUTION OF AGREEMENT. In executing this Agreement, the parties
acknowledge that they do so freely and voluntarily after having had ample time
to fully consider and reflect upon their decision to enter into this Agreement,
and not as a result of any duress, fraud or undue influence exerted by either
party upon the other. In addition, the Executive acknowledges that he has read
this Agreement carefully, that he has been advised by the Company to consult an






                                                                              14


attorney or other independent advisor of his own choosing, and that he has
determined that it is in his best interest to enter into this Agreement.

     7.8 PERIODS FOR CONSIDERATION AND REVOCATION. The Executive acknowledges
that he has been given the right to a period of at least twenty-one (21) days,
if he so desires, within which to consider entering into this Agreement and that
he further has seven (7) days following execution of this Agreement to revoke
it. This Agreement shall not become effective or enforceable until the date the
revocation period has expired.








                                                                              15



     IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.



CLEVELAND-CLIFFS INC



By: /s/John S. Brinzo
    -----------------------------------


And:___________________________________

    /s/ Thomas J. O'Neil
  __________________________
     THOMAS J. O'NEIL

EX-31.A

                                                                   Exhibit 31(a)


                                 CERTIFICATION

I, John S. Brinzo, certify that:

1.    I have reviewed the quarterly report on Form 10-Q of Cleveland-Cliffs Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            controls over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal controls over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal controls over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent function):

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal controls over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; over financial reporting.





Date: July 31, 2003                     By  /s/ John S. Brinzo
      -------------                         ------------------------------------
                                            John S. Brinzo
                                            Chairman and Chief Executive Officer

EX-31.B

                                                                   Exhibit 31(b)


                                  CERTIFICATION

I, Donald J. Gallagher, certify that:

1.    I have reviewed the quarterly report on Form 10-Q of Cleveland-Cliffs Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant
      and have:

      (a)   Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      (c)   Disclosed in this report any change in the registrant's internal
            controls over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal controls over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal controls over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent function):

      (a)   All significant deficiencies and material weaknesses in the design
            or operation of internal controls over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; over financial reporting.





Date: July 31, 2003                        By  /s/ Donald J. Gallagher
      -------------                            ---------------------------------
                                               Donald J. Gallagher
                                               Senior Vice President and Chief
                                               Financial Officer and Treasurer
                                               (Principal Financial Officer)

EX-32.A

                                                                   Exhibit 32(a)

                           CERTIFICATION PURSUANT TO
                           -------------------------
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Cleveland-Cliffs Inc (the "Company")
on Form 10-Q for the period ending June 30, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, John S. Brinzo,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to such officer's knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
          78o(d)); and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.

Date:   July 31, 2003
     -------------------------------

/s/ John S. Brinzo
- ------------------------------------
John S. Brinzo
Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been
provided to Cleveland-Cliffs Inc and will be retained by Cleveland-Cliffs Inc
and furnished to the Securities and Exchange Commission or its staff upon
request.

EX-32.B

                                                                   Exhibit 32(b)

                           CERTIFICATION PURSUANT TO
                           -------------------------
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Cleveland-Cliffs Inc (the "Company")
on Form 10-Q for the period ending June 30, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Donald J.
Gallagher, Senior Vice President and Chief Financial Officer and Treasurer
(Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to such officer's knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
          78o(d)); and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Date: July 31, 2003
      -----------------------

/s/ Donald J. Gallagher
- -----------------------------
Donald J. Gallagher
Senior Vice President and Chief
Financial Officer and Treasurer
(Principal Financial Officer)



A signed original of this written statement required by Section 906 has been
provided to Cleveland-Cliffs Inc and will be retained by Cleveland-Cliffs Inc
and furnished to the Securities and Exchange Commission or its staff upon
request.