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                                                                 Exhibit 10 (rr)


                              CLEVELAND-CLIFFS INC


                           LONG-TERM INCENTIVE PROGRAM


                                    ARTICLE I

                                     GENERAL

         1.1 RELATIONSHIP TO OTHER PLANS. The provisions of this Long-Term
Incentive Program ("Incentive Program") shall supplement and operate under the
provisions of (a) the Cleveland-Cliffs Inc ("Company") 1992 Incentive Equity
Plan approved by the shareholders of the Company on April 14, 1992, amended and
restated on May 13, 1997 and amended on May 11, 1999, as may be amended from
time to time ("1992 ICE Plan"), a copy of which 1992 ICE Plan is attached hereto
as Appendix A and (b) the Company's 2000 Retention Unit Plan approved by the
Board of Directors on May 8, 2000 ("2000 Retention Plan"), as may be amended
from time to time, which is attached hereto as Appendix B. Unless otherwise
expressly qualified by the terms of this Incentive Program, the conditions
contained in the 1992 ICE Plan and the 2000 Retention Plan shall be applicable
to the Incentive Program. In the event of any conflict between the terms of this
Incentive Program and the 1992 ICE Plan or the 2000 Retention Plan, the 1992 ICE
Plan or the 2000 Retention Plan, respectively, shall control.

         1.2 PURPOSE. The purpose of the Incentive Program is to attract and
retain executives and other key employees of the Company and its subsidiaries
and to align their interests directly with the interests of the shareholders of
the Company in increasing the Company's long-term value and exceeding the
performance of peer companies.
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                                   ARTICLE II

                                   DEFINITIONS

         All terms used herein with initial capital letters shall have the
meanings assigned to them in Article I and the following additional terms, when
used herein with initial capital letters, shall have the following meanings:

         2.1 "BOARD" shall have the meaning assigned thereto in the 1992 ICE
Plan.

         2.2 "CHANGE IN CONTROL" shall mean the date on which any of the
following is effective:

                  (i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of the
combined voting power of the then outstanding securities of the Company entitled
to vote generally in the election of directors ("Voting Stock"); provided,
however, that for purposes of this Section 2.2(i), the following acquisitions
shall not constitute a Change in Control: (A) any issuance of Voting Stock of
the Company directly from the Company that is approved by the Incumbent Board
(as defined in Section 2.2(ii), below), (B) any acquisition by the Company of
Voting Stock of the Company, (C) any acquisition of Voting Stock of the Company
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary, or (D) any acquisition of Voting Stock of the Company
by any Person pursuant to a Business Combination (as defined in Section 2.2(iii)
below) that complies with clauses (A), (B) and (C) of Section 2.2(iii), below;
or

                  (ii) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided,

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however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for director, without
objection to such nomination) shall be deemed to have been a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (iii) Consummation of a reorganization, merger or
consolidation involving the Company, a sale or other disposition of all or
substantially all of the assets of the Company, or any other transaction
involving the Company (each, a "Business Combination"), unless, in each case,
immediately following such Business Combination, (A) all or substantially all of
the individuals and entities who were the beneficial owners of Voting Stock of
the Company immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 55% of the combined voting power of the then
outstanding shares of Voting Stock of the entity resulting from such Business
Combination (including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially the same
proportions relative to each other as their ownership, immediately prior to such
Business Combination, of the Voting Stock of the Company, (B) no Person (other
than the Company, such entity resulting from such Business Combination, or any
employee benefit plan (or related trust) sponsored or


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maintained by the Company, any Subsidiary or such entity resulting from such
Business Combination) beneficially owns, directly or indirectly, 30% or more of
the combined voting power of the then outstanding shares of Voting Stock of the
entity resulting from such Business Combination, and (C) at least a majority of
the members of the board of directors of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for such Business
Combination; or

                  (iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and (C) of Section 2.2(iii).

         2.3 "CODE" shall have the meaning assigned thereto in the 1992 ICE
Plan.

         2.4 "COMMITTEE" shall have the meaning assigned thereto in the 1992 ICE
Plan.

         2.5 "COMMON SHARES" shall have the meaning assigned thereto in the 1992
ICE Plan.

         2.6 "DATE OF GRANT" shall mean the date specified by the Committee on
which a grant of Performance Shares and Retention Units shall become effective,
which shall not be earlier than the date on which the Committee takes action
with respect thereto.

         2.7 "DISABILITY" shall mean the disability of a Participant as defined
by the long-term disability plan of the Company in effect for such Participant.

         2.8 "INCENTIVE PERIOD" means the period of time within which Management
Objectives relating to Performance Shares are to be achieved and during which
Retention Units are subject to forfeiture if the Participant leaves the employ
of the Company or Subsidiary.



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         2.9 "LTI AWARD" means the two-part long-term incentive award under the
Incentive Program, consisting of (a) Performance Shares and (b) Retention Units.

         2.10 "MANAGEMENT OBJECTIVES" shall have the meaning assigned thereto in
the 1992 ICE Plan.

         2.11 "MARKET VALUE PRICE" shall mean the latest available closing price
of a Common Share of the Company on the New York Stock Exchange at the relevant
time.

         2.12 "PARTICIPANT" shall mean a Participant in the 1992 ICE Plan and
the 2000 Retention Plan, as defined in the 1992 ICE Plan and 2000 Retention
Plan, and who has been selected by the Committee to receive an LTI Award under
the Incentive Program.

         2.13 "PARTICIPANT GRANT AND AGREEMENT" shall mean the agreement entered
into between the Participant and the Company pursuant to Section 5.3(b)(iv) of
this Incentive Program.

         2.14 "PERFORMANCE SHARE" shall have the meaning assigned thereto in the
1992 ICE Plan.

         2.15 "PERFORMANCE SHARES EARNED" shall mean the number of Common Shares
of the Company (or cash equivalent) earned by a Participant following the
conclusion of an Incentive Period in which a required minimum of Management
Objectives were met or exceeded.

         2.16 "PLAN YEAR" shall mean a period corresponding to the calendar year
of the Company.

         2.17 "RETENTION UNIT" shall have the meaning assigned thereto in the
2000 Retention Plan.

         2.18 "RETIREMENT" shall mean retirement as defined in the retirement
plan of the Company, including without limitation any supplemental retirement
plan.



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         2.19 "SUBSIDIARY" shall have the meaning assigned thereto in the 1992
ICE Plan.


                                   ARTICLE III

                            TERM OF INCENTIVE PROGRAM

         3.1 TERM. The Incentive Program shall be effective from May 8, 2000,
the date of adoption by the Committee, and shall remain in effect until
terminated by the Committee.


                                   ARTICLE IV

                                 ADMINISTRATION

         4.1 COMMITTEE. The Incentive Program shall be administered by the
Committee. A majority of the Committee shall constitute a quorum, and the acts
of the members of the Committee who are present at any meeting thereof at which
a quorum is present, or acts unanimously approved by the members of the
Committee in writing, shall be the acts of the Committee.

         4.2 AUTHORITY AND DETERMINATIONS. Subject to the terms of the 1992 ICE
Plan and the 2000 Retention Plan, the Committee shall have full and complete
authority, in its sole and absolute discretion to: (i) exercise all of the
powers granted to it under the 1992 ICE Plan, the 2000 Retention Plan, and the
Incentive Program; (ii) interpret and implement the Incentive Program and any
related document; (iii) prescribe rules and guidelines relating to the Incentive
Program; (iv) make all determinations necessary or advisable in administering
the Incentive Program; and (v) correct any defect, supply any omission and
reconcile any inconsistency in the Incentive Program. No member of the Committee
shall be liable for any such action taken or determination made in good faith.

         4.3 EXPENSES. The Company shall pay all costs and expenses of
administering the Incentive Program, including but not limited to the payment of
expert or consulting fees.



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         4.4 DELEGATION. The Committee may delegate to the Chief Executive
Officer of the Company the authority to execute and deliver such instruments and
documents, do all such acts, and take all such other steps deemed necessary,
advisable or convenient for the effective administration of the Incentive
Program in accordance with its terms and purpose, except that the Committee may
not delegate any authority with respect to decisions regarding the Management
Objectives, amount or other material terms of any awards of Performance Shares
or Retention Units.


                                    ARTICLE V

                       OPERATION OF THE INCENTIVE PROGRAM

         5.1 ESTABLISHMENT OF INCENTIVE PERIOD AND MANAGEMENT OBJECTIVES. For
each LTI Award, the Committee shall establish the Incentive Period and the
Management Objectives for achievement from the beginning to the end of the
Incentive Period.

         5.2 ADJUSTMENT OF MANAGEMENT OBJECTIVES. The Committee may only adjust
the Management Objectives as permitted under the 1992 ICE Plan.

         5.3 LTI AWARD GRANTS.

                  (a). Effective at the start of each Incentive Period, the
Committee shall determine the Participants to be granted LTI Awards with due
regard to the relative position of such Participant in the Company, salary level
and such other factors as the Committee, in its discretion, deems appropriate.
The LTI Awards shall consist of Performance Shares and Retention Units in
relative percentage combinations as determined by the Committee. Upon such
determination, the Committee shall grant such designated Participant a number of
Performance Shares and Retention Units for the Incentive Period.



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                  (b). The Committee shall authorize grants of Performance
Shares and Retention Units in accordance with the following:

                           (i) Each grant shall specify the number of
                  Performance Shares and Retention Units to which it pertains.

                           (ii) Each grant shall specify the Incentive Period.

                           (iii) Each grant shall specify the Management
                  Objectives, with respect to the Performance Shares, that are
                  to be achieved by the Company and a required minimum level of
                  achievement below which no payment of Performance Shares will
                  be made. Each grant of Performance Shares shall set forth a
                  formula for determining the amount of any payment to be made
                  if performance is at or above the required minimum level and
                  shall specify the maximum amount of any payment to be made.

                           (iv) Each grant shall be evidenced by a Participant
                  Grant and Agreement, which shall be executed on behalf of the
                  Company by the Chief Executive Officer, or by such officer of
                  the Company as may be designated by the Chief Executive
                  Officer, and delivered to and accepted by the Participant. The
                  Participant Grant and Agreement shall state the specific
                  Management Objectives, target level of achievement and payout
                  for the Incentive Period. The Participant Grant and Agreement
                  shall also state that the Performance Shares and Retention
                  Units are subject to all of the terms and conditions of the
                  1992 ICE Plan or the 2000 Retention Plan, as the case may be,
                  this Incentive Program and such other terms and provisions as
                  the Committee may determine consistent with this Incentive
                  Program.



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                  (d). The Committee may provide for such adjustments in the
number of Common Shares covered by outstanding Performance Shares and Retention
Units granted hereunder, as may be provided for under Section 10 of the 1992 ICE
Plan and under Section 6 of the 2000 Retention Plan (anti-dilution provisions).

         5.4 PERFORMANCE SHARES EARNED.

                  (a). At the end of each Incentive Period, the Committee shall
assess the degree to which the Management Objectives were achieved.

                  (b). Payout of Performance Shares Earned shall be based upon
the degree of achievement of the Management Objectives by the Company, all as to
be more particularly set forth in the Participant's Grant and Agreement.

                  (c). Upon such certification as provided for in Section (a)
above, the Committee shall advise the Participant as to the number of
Performance Shares Earned.

                  (d). Each Performance Share Earned shall entitle the holder to
receive Common Shares of the Company (or cash or a combination of Common Shares
and cash, as decided by the Committee in its sole discretion).

                  (e). The value of the number of Common Shares calculated to be
earned by a Participant as Performance Shares Earned at the end of the Incentive
Period (Calculated Value) shall not exceed a value determined by multiplying the
number of Common Shares calculated to be earned by a Participant by twice the
Market Value Price per share of a Common Share on the Date of Grant (Maximum
Value), and the number of actual Performance Shares Earned will be reduced to
the extent necessary to prevent the Calculated Value of the Performance Shares
Earned from exceeding the calculated Maximum Value, except as otherwise provided
for in


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Section 7.4, or except as such Performance Shares may be adjusted under
Section 10 (anti-dilution provision of the 1992 ICE Plan).

         5.5 NONFORFEITABILITY OF RETENTION UNITS. At the end of the Incentive
Period, the Retention Units shall become nonforfeitable and payable in cash if
the Participant has remained in the continuous employ of the Company or a
Subsidiary throughout the Incentive Period.


                                   ARTICLE VI

                                PAYMENT OF AWARDS

         6.1 PAYMENT OF PERFORMANCE SHARES EARNED. Performance Shares Earned
shall be paid after the receipt of audited financial statements relating to the
last fiscal year of the Incentive Period and the determination by the Committee
pursuant to Section 5.4(a).

         6.2 PAYMENT OF RETENTION UNITS. Retention Units shall be paid in cash
at the same time as the Performance Shares Earned are paid; provided however, in
the event that no Performance Shares are earned, then the Retention Units shall
be paid in cash at the time the Performance Shares normally would have been
paid.


                                   ARTICLE VII

           HARDSHIP, TERMINATIONS OF EMPLOYMENT AND CHANGE IN CONTROL

         7.1 HARDSHIP AND APPROVED ABSENCE. In the event of leave of absence to
enter public service with the consent of the Company or other leave of absence
approved by the Company, or in the event of hardship or other special
circumstances, of a Participant who holds any Performance Shares that have not
been fully earned or any Retention Units that have not become nonforfeitable,
the Committee may in its sole discretion take any action that it deems to be
equitable under the circumstances or in the best interests of the Company,
including without


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limitation waiving or modifying any limitation with respect to any award under
this Incentive Program.

         7.2 DEATH, DISABILITY, RETIREMENT OR OTHER. In the event the employment
of a Participant with the Company is terminated before completion of an
Incentive Period(s) because of Death, Disability, Retirement, or other reasons,
such Participant, or the beneficiary of such Participant, may be eligible to
receive all or a portion of the Performance Shares granted to such Participant
as Performance Shares Earned and all or a portion of the Retention Units, as is
determined in accordance with the Participant's Grant and Agreement.

         7.3 NON-COMPETITION. A Participant shall not render services for any
organization or engage directly or indirectly in any business which is a
competitor of the Company or any affiliate of the Company, or which organization
or business is or plans to become prejudicial to or in conflict with the
business interests of the Company or any affiliate of the Company. Failure to
comply with the foregoing will cause a Participant to forfeit the right to
Performance Shares and the Retention Units as is determined in accordance with
the Participant's Grant and Agreement.

         7.4 CHANGE IN CONTROL. Except as may otherwise be determined in
accordance with the Participant's Grant and Agreement, in the event a Change in
Control occurs before completion of an Incentive Period(s), all Performance
Shares or Retention Units granted to a Participant shall immediately become
Performance Shares Earned in the case of Performance Shares, and the value of
which shall be paid in cash within 10 days of the Change in Control, and the
number of Common Shares to be earned as Performance Shares Earned will not be
reduced proportionately, as provided for in Section 5.4(e), and Retention Units
shall become immediately nonforfeitable and be paid in cash within 10 days.




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                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1 WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
of Performance Shares Earned or Retention Units to a Participant under this
Incentive Program, and the amounts available to the Company for such withholding
are insufficient, it shall be a condition to the receipt of such payment of
Performance Shares Earned or Retention Units or the realization of such benefit
that the Participant make arrangements satisfactory to the Company for payment
of the balance of such taxes required to be withheld. If necessary, the
Committee may require relinquishment of a portion of such Performance Shares
Earned or Retention Units. The Participant may elect to satisfy all or any part
of any such withholding obligation with respect to the Performance Shares by
surrendering to the Company a portion of the Common Shares that are to be issued
or transferred to the Participant, and the Common Shares so surrendered by the
Participant shall be credited against any such withholding obligation at the
Market Value Price per share of such Common Shares on the date of such
surrender. In no event, however, shall the Company accept Common Shares for
payment of taxes in excess of required tax withholding rates, except that, in
the discretion of the Committee, a Participant or such other person may
surrender Common Shares owned for more than six months to satisfy any tax
obligation resulting from such transaction.

         8.2 CLAIM TO AWARDS AND EMPLOYMENT RIGHTS. No Participant shall have
any claim or right to be granted another award under the Incentive Program. This
Incentive Program shall not confer upon any Participant any right with respect
to the continuance of employment or other service with the Company or any
Subsidiary and shall not interfere in any way with any right


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that the Company or any Subsidiary would otherwise have to terminate any
employment or other service of the Participant at any time.

         8.3 BENEFICIARIES. Any payments of Performance Shares Earned or
Retention Units due under this Incentive Program to a deceased Participant shall
be paid to the beneficiary designated by the Participant and filed with the
Company. If no such beneficiary has been designated or survives the Participant,
payment shall be made to the estate of the Participant. A beneficiary
designation may be changed or revoked by a Participant at any time, provided the
change or revocation is filed with the Company.

         8.4 NON-TRANSFERABILITY. The rights and interest of a Participant under
this Incentive Program, including amounts payable, may not be assigned, pledged,
or transferred, except, in the event of the death of a Participant, to his or
her designated beneficiary as provided in the Incentive Program, or in the
absence of such designation, by will or the laws of descent and distribution.

         8.5 AMENDMENTS. This Incentive Program may be amended from time to time
by the Committee; provided, however, that any such amendment shall not be
inconsistent with the terms of the 1992 ICE Plan or the 2000 Retention Plan.

         8.6 GOVERNING LAW. This Incentive Program shall be construed and
governed in accordance with the laws of the State of Ohio.

         8.7 EFFECTIVE DATE. This Incentive Program is effective as of May 8,
2000.





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