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                                                                  Exhibit 10(kk)



                              CLEVELAND-CLIFFS INC


                             VOLUNTARY NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN
                  (AMENDED AND RESTATED AS OF JANUARY 1, 1999)

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                                TABLE OF CONTENTS
                                -----------------

                                                                          PAGE
                                    ARTICLE I

                                     PURPOSE

  1.1      STATEMENT OF PURPOSE; EFFECTIVE DATE............................ 1

                                   ARTICLE II

                                   DEFINITIONS

  2.1      ACCOUNT......................................................... 1
  2.2      BASE SALARY..................................................... 1
  2.3      BENEFICIARY..................................................... 2
  2.4      BOARD........................................................... 2
  2.5      BONUS........................................................... 2
  2.6      CASH AWARD...................................................... 2
  2.7      CASH DIVIDEND BENEFIT........................................... 2
  2.8      CHANGE IN CONTROL............................................... 2
  2.9      CODE............................................................ 3
  2.10     COMMITTEE....................................................... 3
  2.11     COMPANY......................................................... 3
  2.12     COMPENSATION.................................................... 3
  2.13     DECLARED RATE................................................... 3
  2.14     DEFERRAL ACCOUNT................................................ 3
  2.15     DEFERRAL BENEFIT................................................ 3
  2.16     DEFERRED SHARE AWARD ACCOUNT.................................... 4
  2.17     DEFERRED SHARE AWARD BENEFIT.................................... 4
  2.18     DETERMINATION DATE.............................................. 4
  2.19     ELIGIBLE EMPLOYEE............................................... 4
  2.20     EMERGENCY BENEFIT............................................... 4
  2.21     EMPLOYER........................................................ 4
  2.22     EMPLOYMENT AGREEMENT............................................ 4
  2.23     EMPLOYMENT AGREEMENT CONTRIBUTION............................... 4
  2.24     FAIR MARKET VALUE............................................... 4
  2.25     MATCHING ACCOUNT................................................ 4
  2.26     MATCHING AMOUNT................................................. 5
  2.27     MATCHING PERCENTAGE............................................. 5
  2.28     1992 INCENTIVE EQUITY PLAN.......................................5
  2.29     PARTICIPANT..................................................... 5
  2.30     PARTICIPATION AGREEMENT......................................... 5
  2.31     PLAN............................................................ 5
  2.32     PLAN YEAR....................................................... 5
  2.33     SAVINGS PLAN.................................................... 5
  2.34     SELECTED AFFILIATE.............................................. 5

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  2.35     SHARE........................................................... 5
  2.36     SHARE AWARD..................................................... 5
  2.37     UNIT............................................................ 5

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

  3.1      ELIGIBILITY..................................................... 6
  3.2      PARTICIPATION................................................... 6
  3.3      TERMINATION OF PARTICIPATION.................................... 6
  3.4      INELIGIBLE PARTICIPANT.......................................... 6

                                   ARTICLE IV

             DEFERRAL OF COMPENSATION, CASH AWARDS AND SHARE AWARDS

  4.1      DEFERRAL OF COMPENSATION........................................ 7
  4.2      MATCHING AMOUNTS................................................ 7
  4.3      DEFERRAL OF CASH AWARDS......................................... 7
  4.4      CREDITING DEFERRED COMPENSATION, MATCHING AMOUNTS, CASH AWARDS
           AND EMPLOYMENT AGREEMENT CONTRIBUTIONS.......................... 8
  4.5      DEFERRAL OF SHARE AWARDS........................................ 8
  4.6      CREDITING OF DEFERRED SHARE AWARDS.............................. 8

                                    ARTICLE V

                                BENEFIT ACCOUNTS

  5.1      INVESTMENT OF DEFERRAL AND MATCHING ACCOUNTS.................... 8
  5.2      DETERMINATION OF ACCOUNT........................................ 9
  5.3      CREDITING OF INTEREST........................................... 9
  5.4      DETERMINATION OF DEFERRED SHARE AWARD ACCOUNT................... 9
  5.5      CREDITING OF DIVIDEND EQUIVALENTS............................... 9
  5.6      STATEMENTS......................................................10
  5.7      VESTING OF ACCOUNT..............................................10

                                   ARTICLE VI

                               PAYMENT OF BENEFITS

  6.1      PAYMENT OF DEFERRAL BENEFIT ON TERMINATION OF SERVICE OR
           DEATH...........................................................10
  6.2      PAYMENT OF DEFERRED SHARE AWARD BENEFIT ON TERMINATION OF
           SERVICE OR DEATH................................................10
  6.3      EMERGENCY BENEFIT...............................................11
  6.4      IN-SERVICE DISTRIBUTION.........................................11
  6.5      FORM OF PAYMENT.................................................12


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  6.6      COMMENCEMENT OF PAYMENTS........................................13
  6.7      SPECIAL DISTRIBUTIONS...........................................13
  6.8      SMALL BENEFIT...................................................13

                                   ARTICLE VII

                             BENEFICIARY DESIGNATION

  7.1      BENEFICIARY DESIGNATION.........................................14
  7.2      AMENDMENTS......................................................14
  7.3      NO DESIGNATION..................................................14
  7.4      EFFECT OF PAYMENT...............................................14

                                  ARTICLE VIII

                                 ADMINISTRATION

  8.1      COMMITTEE.......................................................14
  8.2      AGENTS..........................................................14
  8.3      BINDING EFFECT OF DECISIONS.....................................15
  8.4      INDEMNITY OF COMMITTEE..........................................15

                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

  9.1      AMENDMENT.......................................................15
  9.2      TERMINATION.....................................................15

                                    ARTICLE X

                                  MISCELLANEOUS

  10.1     FUNDING.........................................................16
  10.2     NONASSIGNABILITY................................................16
  10.3     LEGAL FEES AND EXPENSES.........................................16
  10.4     WITHHOLDING TAXES...............................................17
  10.5     CAPTIONS........................................................17
  10.6     GOVERNING LAW...................................................17
  10.7     SUCCESSORS......................................................17
  10.8     RIGHT TO CONTINUED SERVICE......................................17
  10.9     PRIOR PLAN PROVISIONS...........................................18

                                     ANNEX A

                                    ARTICLE I

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                                  ESTABLISHMENT

  A  1.1  ESTABLISHMENT....................................................A-1
  A  1.2  TERM OF MSAP.....................................................A-1

                                   ARTICLE II

                                   DEFINITIONS

  A  2.1  SPECIAL DEFINITIONS APPLICABLE TO THE MSAP.......................A-1

                                   ARTICLE III

                                  PARTICIPATION

  A  3.1  PARTICIPATION....................................................A-3
  A  3.2  DURATION OF PARTICIPATION........................................A-3

                                   ARTICLE IV

                         DEFERRALS AND VOLUNTARY AMOUNTS

  A  4.1  AMOUNT OF DEFERRAL...............................................A-3
  A  4.2  AUTOMATIC DEFERRALS..............................................A-3

                                    ARTICLE V

                        MATCHING CONTRIBUTIONS AND GRANTS

  A  5.1  MATCHING CONTRIBUTIONS AND GRANTS................................A-3

                                   ARTICLE VI

                              PARTICIPANT ACCOUNTS

  A  6.1  ESTABLISHMENT OF ACCOUNTS........................................A-4
  A  6.2  CREDITING OF DEFERRAL COMMITMENTS AND MATCHING
          CONTRIBUTIONS....................................................A-4
  A  6.3  DETERMINATION OF ACCOUNTS........................................A-4
  A  6.4  ADJUSTMENTS TO ACCOUNTS..........................................A-4
  A  6.5  STATEMENT OF ACCOUNTS............................................A-5
  A  6.6  VESTING OF ACCOUNTS..............................................A-5
  A  6.7  SPECIAL RULE FOR VALUATION OF DEFERRED SHARE ACCOUNT.............A-6

                                   ARTICLE VII

                                       iv
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                                  DISTRIBUTIONS

  A  7.1  DISTRIBUTION OF SHARES...........................................A-6
  A  7.2  IN-SERVICE DISTRIBUTION..........................................A-6
  A  7.3  FORM OF DISTRIBUTION.............................................A-7
  A  7.4  SPECIAL DISTRIBUTIONS............................................A-8
  A  7.5  FACILITY OF PAYMENT..............................................A-8
  A  7.6  EMERGENCY BENEFIT................................................A-8
  A  7.7  PAYMENT OF SMALL ACCOUNTS........................................A-8

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                              CLEVELAND-CLIFFS INC


                             VOLUNTARY NON-QUALIFIED
                           DEFERRED COMPENSATION PLAN
                  (AMENDED AND RESTATED AS OF JANUARY 1, 1999)

                                    ARTICLE I

                                     PURPOSE

          1.1 STATEMENT OF PURPOSE; EFFECTIVE DATE. This is the Cleveland-Cliffs
Inc Voluntary Non-Qualified Deferred Compensation Plan (the "Plan") made in the
form of this Plan and in related agreements between an Employer and certain
management and highly compensated employees. The purpose of the Plan is to
provide management and highly compensated employees of the Employers with the
option to defer the receipt of a portion of their regular compensation, bonuses
or performance shares payable for services rendered to the Employer. In
addition, the Plan contains as Annex A a Management Share Acquisition Program
(the "MSAP"), the purpose of which is to provide designated management employees
with the opportunity to make deferred purchases of shares of the Company's
common stock through deferral of their bonuses. In order to encourage
participation in the MSAP, the Company will provide matching grants for such
deferrals. The MSAP shall be subject to the special terms and conditions
specified in Annex A. It is intended that the Plan will assist in attracting and
retaining qualified individuals to serve as officers and key managers of the
Employers. The Plan, originally effective as of June 1, 1989, as amended, is
amended and restated as of January 1, 1999.

                                   ARTICLE II

                                   DEFINITIONS

          When used in this Plan and initially capitalized, except as may
otherwise be provided in the MSAP, the following words and phrases shall have
the meanings indicated:

          2.1 ACCOUNT. "Account" means the sum of a Participant's Deferral
Account and Matching Account under the Plan.

          2.2 BASE SALARY. "Base Salary" means a Participant's base earnings
paid by an Employer to a Participant without regard to any increases or
decreases in base earnings as a result of an election to defer base earnings
under this Plan, or an election between benefits or cash provided under a plan
of an Employer maintained pursuant to Section 125 or 401(k) of the Code.

          2.3 BENEFICIARY. "Beneficiary" means the person or persons designated
or deemed to be designated by the Participant pursuant to Article VII of the
Plan and of Annex A to receive benefits payable under the Plan in the event of
the Participant's death.

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          2.4 BOARD. "Board" means the Board of Directors of the Company.

          2.5 BONUS. "Bonus" means a Participant's annual bonus paid by an
Employer to a Participant under the Cleveland-Cliffs Inc Management Performance
Incentive Plan or Mine Performance Plan without regard to any decreases as a
result of an election to defer all or any portion of a bonus under this Plan, or
an election between benefits or cash provided under a plan of an Employer
maintained pursuant to Section 401(k) of the Code.

          2.6 CASH AWARD. "Cash Award" means any compensation payable in cash to
an Eligible Employee for his or her services to the Company or a Selected
Affiliate pursuant to the Company's 1992 Incentive Equity Plan.

          2.7 CASH DIVIDEND BENEFIT. "Cash Dividend Benefit" means an in-service
distribution described in Section 6.4(c).

          2.8 CHANGE IN CONTROL. "Change in Control" means the occurrence of any
of the following events:

          (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) (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 Voting Stock of the Company; provided, however, that for
     purposes of this Section 1(d)(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 1(d)(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 that complies with clauses (A), (B) and (C) of Section
     1(d)(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, 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

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     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 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
     1(d)(iii).

          2.9 CODE. "Code" means the Internal Revenue Code of 1986, as amended.

          2.10 COMMITTEE. "Committee" has the meaning set forth in Section 8.1.

          2.11 COMPANY. "Company" means Cleveland-Cliffs Inc and any successor
thereto.

          2.12 COMPENSATION. "Compensation" means the Base Salary and Bonus
payable with respect to an Eligible Employee for each calendar year.

          2.13 DECLARED RATE. "Declared Rate" for any period means the Moody's
Corporate Average Bond Yield, as adjusted on the first business day of each
January, April, July and October.

          2.14 DEFERRAL ACCOUNT. "Deferral Account" means the account maintained
on the books of the Employer pursuant to Article V for the purpose of accounting
for (i) the amount of Compensation that a Participant elects to defer under the
Plan, (ii) the portion of a Cash Award that a Participant elects to defer in
cash under the Plan, and (iii) an Employment Agreement Contribution (if any)
made on behalf of a Participant.

          2.15 DEFERRAL BENEFIT. "Deferral Benefit" means the benefit payable to
a Participant or his or her Beneficiary pursuant to Article VI and based on such
Participant's Account.

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          2.16 DEFERRED SHARE AWARD ACCOUNT. "Deferred Share Award Account"
means the account maintained on the books of the Employer for a Participant
pursuant to Article V.

          2.17 DEFERRED SHARE AWARD BENEFIT. "Deferred Share Award Benefit"
means the benefits payable in Shares to a Participant or his or her Beneficiary
pursuant to Article V and based on such Participant's Deferred Share Award
Account.

          2.18 DETERMINATION DATE. "Determination Date" means a date on which
the amount of a Participant's Account is determined as provided in Article V.
The last business day of each month and any other date selected by the Committee
shall be a Determination Date.

          2.19 ELIGIBLE EMPLOYEE. "Eligible Employee" means a senior corporate
officer of the Company or a full-time salaried employee of an Employer who has a
Management Performance Incentive Plan or Mine Performance Plan Salary Grade
EX-28 or above.

          2.20 EMERGENCY BENEFIT. "Emergency Benefit" has the meaning set forth
in Section 6.3.

          2.21 EMPLOYER. "Employer" means, with respect the Participant, the
Company or the Selected Affiliate which pays such Participant's Compensation.

          2.22 EMPLOYMENT AGREEMENT. "Employment Agreement" means a written
agreement between an Employer and an Eligible Employee that provides for the
deferral of compensation, and that may also provide for vesting, the crediting
of earnings and other terms and conditions with respect to such deferred
compensation.

          2.23 EMPLOYMENT AGREEMENT CONTRIBUTION. "Employment Agreement
Contribution" means any amount contributed to the Plan by an Employer pursuant
to an Employment Agreement.

          2.24 FAIR MARKET VALUE. "Fair Market Value" means the average of the
highest and lowest sales prices of a Share on the specified date (or, if no
Share was traded on such date, on the next preceding date on which it was
traded) as reported in The Wall Street Journal.

          2.25 MATCHING ACCOUNT. "Matching Account" means the account maintained
on the books of an Employer pursuant to Article V for the purpose of accounting
for the Matching Amount for each Participant.

          2.26 MATCHING AMOUNT. "Matching Amount" means the amount credited to a
Participant's Matching Account under Section 4.2.

          2.27 MATCHING PERCENTAGE. "Matching Percentage" means the matching
contribution percentage in effect for a specific Plan Year under the Savings
Plan.

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          2.28 1992 INCENTIVE EQUITY PLAN. "1992 Incentive Equity Plan" means
the Company's 1992 Incentive Equity Plan (as Amended and Restated as of May 13,
1997).

          2.29 PARTICIPANT. "Participant" means any Eligible Employee who elects
to participate by filing a Participation Agreement as provided in Section 3.2,
or in Annex A.

          2.30 PARTICIPATION AGREEMENT. "Participation Agreement" means the
agreement filed by a Participant, in the form prescribed by the Committee,
pursuant to Section 3.2, or Annex A.

          2.31 PLAN. "Plan" means the Cleveland-Cliffs Inc Voluntary
Non-Qualified Deferred Compensation Plan, as amended from time to time. The Plan
includes Annex A.

          2.32 PLAN YEAR. "Plan Year" means a twelve-month period commencing
January 1 and ending the following December 31.

          2.33 SAVINGS PLAN. "Savings Plan" means, with respect to a
Participant, one or more of the Cliffs and Associated Employers Salaried
Employees Supplemental Retirement Savings Plan and the Northshore Mining Company
and Silver Bay Power Company Retirement Savings Plan for which he or she is
eligible to contribute.

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

          2.35 SHARE. "Share" means a share of common stock of the Company.

          2.36 SHARE AWARD. "Share Award" means any compensation payable in
Shares to an Eligible Employee for his or her services to the Company or a
Selected Affiliate pursuant to the Company's 1992 Incentive Equity Plan,
including Restricted Shares.

          2.37 UNIT. "Unit" means an accounting unit equal in value to one (1)
Share. The number of Units included in any Deferred Share Award Account shall be
adjusted as appropriate to reflect any stock dividend, stock split,
recapitalization, merger, spinoff or other similar event affecting Shares.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

          3.1 ELIGIBILITY. Eligibility to participate in the Plan for any Plan
Year with respect to deferral of Compensation is limited to those Eligible
Employees who have elected to make the maximum elective contributions permitted
them under the terms of the Savings Plan for

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such Plan Year. Any Eligible Employee is eligible to participate in the Plan for
any Plan Year with respect to deferral of a Cash Award and/or a Share Award.

          3.2 PARTICIPATION. Participation in the Plan shall be limited to
Eligible Employees who elect to participate in the Plan by filing a
Participation Agreement with the Committee, or on whose behalf an Employment
Agreement Contribution is made to the Plan by an Employer. A properly completed
and executed Participation Agreement shall be filed on or prior to the December
31 immediately preceding the Plan Year in which the Participant's participation
in the Plan will commence. The election to participate shall be effective on the
first day of the Plan Year following receipt by the Committee of the
Participation Agreement. In the event that an Eligible Employee first becomes
eligible to participate in the Plan or first commences employment during the
course of a Plan Year, a Participation Agreement shall be filed with the
Committee not later than 30 days following his eligibility date or date of
employment. Each Participation Agreement shall be effective only with regard to
(i) Compensation, and, with respect to the MSAP, Bonus earned and payable
following the later of the effective date of the Participation Agreement or the
date the Participation Agreement is filed with the Committee, and (ii) a Cash
Award and/or a Share Award the payment of which, if subsequently earned, is not
earlier than the beginning of the second Plan Year following the date the
Participation Agreement is filed with the Committee.

          3.3 TERMINATION OF PARTICIPATION. A Participant may elect to terminate
his or her participation in the Plan by filing a written notice thereof with the
Committee. The termination shall be effective at any time specified by the
Participant in the notice but (i) with respect to deferral of Compensation, and,
with respect to the MSAP, Bonus, not earlier than the first day of the Plan Year
immediately succeeding the Plan Year in which such notice is filed with the
Committee, and (ii) with respect to deferral of a Cash Award and/or a Share
Award, only with respect to a Cash Award and/or a Share Award which becomes
vested not earlier than the last day of the Plan Year which next follows the
Plan Year in which such notice is filed with the Committee. Amounts credited to
such Participant's Account or Deferred Share Award Account with respect to
periods prior to the effective date of such termination shall continue to be
payable pursuant to, receive interest on (where applicable), and otherwise
governed by, the terms of the Plan. Notwithstanding any other provision of this
Article III, a Participant who is actively employed by the Employer and who
elects a distribution pursuant to Section 6.7 shall immediately terminate his or
her participation in the Plan for the balance, if any, of the Plan Year during
which the Participant's election is submitted to the Committee and for the next
two Plan Years.

          3.4 INELIGIBLE PARTICIPANT. Notwithstanding any other provisions of
this Plan to the contrary, if the Committee determines that any Participant may
not qualify as a "management or highly compensated employee" within the meaning
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
regulations thereunder, the Committee may determine, in its sole discretion,
that such Participant shall cease to be eligible to participate in this Plan.
Upon such determination, the Employer shall make an immediate lump sum payment
to the Participant equal to the vested amount credited to his Account and
Deferred Share Award Account. Upon such payment no benefit shall thereafter be
payable under this Plan either to the Participant or any Beneficiary of the
Participant, and all of the Participant's elections as to the time and manner of
payment of his or her Account and Deferred Share Award Account will be deemed to
be canceled.


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                                   ARTICLE IV

             DEFERRAL OF COMPENSATION, CASH AWARDS AND SHARE AWARDS

          4.1 DEFERRAL OF COMPENSATION. With respect to each Plan Year, a
Participant may elect to defer a specified dollar amount or percentage of his or
her Compensation, provided the amount of Compensation the Participant elects to
defer under this Plan and the Savings Plan shall not exceed, in the aggregate,
the sum of 25% (50% effective January 1, 1997) of his or her Base Salary net of
such Participant's pretax elective deferrals under the Savings Plan, if any,
plus 100% of his or her Bonus. A Participant may choose to have amounts of
Compensation deferred under this Plan deducted from his or her Base Salary,
Bonus or a combination of both. A Participant may change the dollar amount or
percentage of his or her Compensation to be deferred by filing a written notice
thereof with the Committee. Any such change shall be effective as of the first
day of the Plan Year immediately succeeding the Plan Year in which such notice
is filed with the Committee. Notwithstanding the foregoing, any Employment
Agreement Contribution shall be deferred in accordance with the terms of the
Employment Agreement.

          4.2 MATCHING AMOUNTS. An Employer shall provide Matching Amounts under
this Plan with respect to each Participant who is eligible to be allocated
matching contributions under the Savings Plan. The total Matching Amounts under
this Plan on behalf of a Participant for each Plan Year shall not exceed (i) the
Matching Percentage of the Compensation deferred by a Participant under Section
4.1, up to a maximum of 7% of Compensation, less (ii) the Employer matching
contributions allocated to the Participant under the Savings Plan for such Plan
Year.

          4.3 DEFERRAL OF CASH AWARDS. A Participant may elect to defer all or a
specified dollar amount or percentage of his or her Cash Award with respect to a
Plan Year, to be credited to his or her Deferral Account. A Participant may
change the dollar amount or percentage of his or her Cash Award to be deferred
by filing a written notice thereof with the Committee, which shall be effective
only with respect to Cash Awards which become vested not earlier than the last
day of the Plan Year which next follows the Plan Year in which such notice is
filed with the Committee.

          4.4 CREDITING DEFERRED COMPENSATION, MATCHING AMOUNTS, CASH AWARDS AND
EMPLOYMENT AGREEMENT CONTRIBUTIONS.

          (a) The amount of Compensation that a Participant elects to defer
     shall be credited by the Employer to the Participant's Deferral Account as
     of the time such Compensation would otherwise become payable to the
     Participant.
          (b) The amount of the Employment Agreement Contribution (if any)
     contributed for a Participant shall be credited by the Employer to the
     Participant's Deferral Account in accordance with the terms of the
     Employment Agreement.

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<PAGE>   14

          (c) The amount of any Cash Award that a Participant elects to defer
     shall be credited to the Participant's Deferral Account as of the time such
     Cash Award would otherwise become payable to the Participant.

          (d) The Matching Amount under the Plan for each Participant shall be
     credited by the Employer to the Participant's Matching Account at the same
     time that matching contributions are allocated under the Savings Plan.

          4.5 DEFERRAL OF SHARE AWARDS. A Participant may elect to defer all or
a specified number of Shares, or percentage of his or her Share Award with
respect to a Plan Year, to be credited to his or her Deferred Share Award
Account in Units. A Participant may change the percentage of his or her Share
Awards to be deferred by filing a written notice thereof with the Committee,
which shall be effective only with respect to Share Awards which become vested
not earlier than the last day of the Plan Year which next follows the Plan Year
in which such notice is filed with the Committee. No fractional Shares shall be
deferred, but the number of Shares deferred shall be rounded down to the nearest
whole Share.

          4.6 CREDITING OF DEFERRED SHARE AWARDS. The number of Shares in a
Share Award or percentage of Share Awards that a Participant elects to defer
shall be credited to the Participant's Deferred Share Award Account in Units as
of the time such Share Award would otherwise become payable to the Participant.
The number of Units credited to the Participant's Deferred Share Award Account
shall be equal to the number of Shares of a Participant's Share Award which the
Participant has elected to defer.

                                    ARTICLE V

                                BENEFIT ACCOUNTS

          5.1 INVESTMENT OF DEFERRAL AND MATCHING ACCOUNTS. As soon as
practicable after the crediting of any amount to a Participant's Deferral
Account or Matching Account, the Company may, in its sole discretion, direct
that the Company invest the amount credited, in whole or in part, in such
property (real, personal, tangible or intangible), other than securities of the
Company, (collectively the "Investments"), as the Committee shall direct, or may
direct that the Company retain the amount credited as cash to be added to its
general assets. The Committee may, but is under no obligation to, direct the
investment of amounts credited to a Participant's Deferral Account or Matching
Account in accordance with requests made by the Participant and communicated to
the Committee. Earnings from Investments shall be credited to a Participant's
Deferral Account or Matching Account and shall be reinvested, as soon as
practicable, in the manner provided above. The Company shall be the sole owner
and beneficiary of all Investments, and all contracts and other evidences of the
Investments shall be registered in the name of the Company. The Company, under
the direction of the Committee, shall have the unrestricted right to sell any of
the Investments included in any Participant's Deferral Account or Matching
Account, and the unrestricted right to reinvest the proceeds of the sale in
other Investments or to credit the proceeds of the sale to a Participant's
Deferral Account or Matching Account as cash. Amounts credited to a
Participant's Deferral Account or Matching Account that are not invested in
Investments shall be credited to a Participant's Account as cash.

                                       8
<PAGE>   15

          5.2 DETERMINATION OF ACCOUNT. As of each Determination Date, a
Participant's Account shall consist of the following: (i) the balance of the
Participant's Account as of the immediately preceding Determination Date, plus
(ii) the Participant's deferred Compensation, Matching Amounts, deferred Cash
Awards and Employment Agreement Contribution (if any) credited pursuant to
Section 4.4 since the immediately preceding Determination Date and any earnings
and/or income credited to such amounts pursuant to Sections 5.1 and 5.3 as of
such Determination Date, minus (iii) any losses or other diminution in the value
of assets in such Account since the immediately preceding Determination Date,
minus (iv) the aggregate amount of distributions, if any, made from such
Participant's Account since the immediately preceding Determination Date.

          5.3 CREDITING OF INTEREST. As of each Determination Date, the amounts
credited to a Participant's Account as cash shall be increased by the amount of
interest earned since the immediately preceding Determination Date. Interest
shall be credited at the Declared Rate as of such Determination Date based on
the balance of the cash amounts credited to the Account since the immediately
preceding Determination Date, but after such Account has been adjusted for any
contributions or distributions to be credited or deducted for such period.
Interest for the period prior to the first Determination Date applicable to a
Participant's Account shall be deemed earned ratably over such period.

          5.4 DETERMINATION OF DEFERRED SHARE AWARD ACCOUNT. On any particular
date, a Participant's Deferred Share Award Account shall consist of the
aggregate number of Units credited thereto pursuant to Section 4.6, plus any
dividend equivalents credited pursuant to Section 5.5, minus the aggregate
amount of distributions, if any, made from such Deferred Share Award Account.

          5.5 CREDITING OF DIVIDEND EQUIVALENTS. Each Deferred Share Award
Account shall be credited, as of the payment date of any cash dividend paid on
Shares, with additional Units equal in value to the amount of cash dividends
paid by the Company on that number of Shares equivalent to the Units in such
Deferred Share Award Account on such payment date. Such dividend equivalents
shall be valued using Fair Market Value. A Participant may elect to convert the
Units representing such dividend equivalents to cash to be credited to his or
her Deferral Account by filing a written notice thereof with the Committee,
which shall be effective only with respect to cash dividends paid after the Plan
Year in which such notice is filed with the Committee. Until a Participant or
his or her Beneficiary receives his or her entire Deferred Share Award Account,
the unpaid balance thereof credited in Units shall earn dividend equivalents as
provided in this Section 5.5, except as provided in Section 6.4(c).

          5.6 STATEMENTS. The Committee shall cause to be kept a detailed record
of all transactions affecting each Participant's Account and Deferred Share
Award Account and shall provide to each Participant, within 120 days after the
close of each Plan Year, a written statement setting forth a description of the
Investments and Units in such Participant's Account and Deferred Share Award
Account and the cash balance, if any, of such Participant's Account, as of the
last day of the preceding Plan Year and showing all adjustments made thereto
during such Plan Year.

                                       9
<PAGE>   16

          5.7 VESTING OF ACCOUNT. Subject to the provisions of any Employment
Agreement relating to an Employment Agreement Contribution (if any), a
Participant shall be 100% vested in his or her Account and Deferred Share Award
Account at all times.

                                   ARTICLE VI

                               PAYMENT OF BENEFITS

          6.1 PAYMENT OF DEFERRAL BENEFIT ON TERMINATION OF SERVICE OR DEATH.
Upon the earlier of (i) termination of service of the Participant as an employee
of the Employer and all Selected Affiliates, for reasons other than death, or
(ii) the death of a Participant, the Employer shall, in accordance with this
Article VI, pay to the Participant or his or her Beneficiary, as the case may
be, a Deferral Benefit equal to the balance of his or her vested Account
determined pursuant to Article V, less any amounts previously distributed;
provided, however, that the Participant may by written notice filed with the
Committee at least one (1) year prior to the Participant's voluntary termination
of employment with, or retirement from, the Company and any affiliate of the
Company, whether or not such affiliate is a Selected Affiliate, elect to defer
commencement of the payment of his or her Deferral Benefit until a date selected
in such election. Any such election may be changed by the Participant at any
time and from time to time without the consent of any other person by filing a
later signed written election with the Committee; provided that any election
made less than one (1) year prior to the Participant's voluntary termination of
employment or retirement shall not be valid, and in such case payment shall be
made in accordance with the Participant's prior election, or otherwise in
accordance with the first sentence of this Section 6.1.

          6.2 PAYMENT OF DEFERRED SHARE AWARD BENEFIT ON TERMINATION OF SERVICE
OR DEATH. Upon the earlier of (i) termination of service of the Participant as
an employee of the Employer and all Selected Affiliates, for reasons other than
death, or (ii) the death of a Participant, the Employer shall, in accordance
with this Article VI, pay to the Participant or his or her Beneficiary, as the
case may be, a Deferred Share Award Benefit equal to the balance of the Units in
his or her Deferred Share Award Account determined pursuant to Article V, less
any amounts previously distributed.

          6.3 EMERGENCY BENEFIT. In the event that the Committee, upon written
petition of a Participant, determines, in its sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the Employer
shall pay to the Participant, as soon as practicable following such
determination, an amount necessary to meet the emergency (the "Emergency
Benefit"), but not exceeding the aggregate balance of such Participant's vested
Deferral Account, Matching Account and Deferred Share Award Account as of the
date of such payment. For purposes of this Section 6.3, an "unforeseeable
financial emergency" shall mean an unexpected need for cash arising from an
illness, disability, casualty loss, sudden financial reversal or other such
unforeseeable occurrence. Cash needs arising from foreseeable events such as the
purchase of a house or education expenses for children shall not be considered
to be the result of an unforeseeable financial emergency. The amount of the
Deferral Benefit and Deferred Share Award Benefit otherwise payable under the
Plan to such Participant shall be adjusted to reflect the early payment of the
Emergency Benefit.

                                       10
<PAGE>   17

          6.4 IN-SERVICE DISTRIBUTION.

          (a) A Participant may elect to receive an in-service distribution of
     his or her deferred Compensation, Matching Amount and earnings thereon with
     respect to a Plan Year beginning at any time at least four years after the
     date such Compensation otherwise would have been first payable. A
     Participant's election for an in-service distribution from his or her
     Account with respect to a Plan Year shall be filed in writing with the
     Committee before the first day of the Plan Year in which his or her
     deferred Compensation otherwise would have been first payable. The
     Participant may elect to receive an in-service distribution as provided in
     Section 6.5(a); provided, however, that Section 6.5(c) shall not apply to
     an in-service distribution. Any Deferral Benefit paid to the Participant as
     an in-service distribution shall reduce the amount of Deferral Benefit
     otherwise payable to the Participant under the Plan.

          (b) A Participant may elect to receive an in-service distribution of
     his or her deferred Share Award and earnings with respect to a Plan Year
     beginning at any time at least four (4) years after the date such deferred
     Share Award otherwise would have been first payable. A Participant's
     election for an in-service distribution from his or her Deferred Share
     Award Account with respect to a Plan Year shall be filed in writing with
     the Committee not later than during the second Plan Year preceding the date
     the Share Award otherwise would have been first payable. The Participant
     may elect to receive such Deferred Share Award Benefit as an in-service
     distribution as provided in Section 6.5(b); provided, however, that Section
     6.5(c) of the Plan shall not apply to such an in-service distribution. Any
     Deferred Share Award Benefit paid to the Participant as an in-service
     distribution shall reduce the amount of Deferred Share Award Benefit
     otherwise payable to the Participant under the Plan.

          (c) A Participant may elect to receive an in-service distribution of
     his or her deferred Cash Award and earnings with a respect to a Plan Year
     beginning at any time at least four (4) years after the date such deferred
     Cash Award otherwise would have been first payable. A Participant's
     election for an in-service distribution from his or her Account with
     respect to a Cash Award for a Plan Year shall be filed in writing with the
     Committee not later during the second Plan Year preceding the date the Cash
     Award otherwise would have been first payable. The Participant may elect to
     receive such Deferral Benefit as an in-service distribution as provided in
     Section 6.5(a); provided, however, that Section 6.5(c) shall not apply to
     such an in-service distribution. Any Deferral Benefit paid to the
     Participant is an in-service distribution shall reduce the amount of
     Deferral Benefits otherwise payable to the Participant under the Plan.
          (d) A Participant may elect to receive an in-service distribution of a
     Cash Dividend Benefit equal to the amount of the dividend equivalent to be
     credited to his or her Deferred Share Award Account pursuant to Section 5.5
     as of the payment date of a cash dividend on Shares. A Participant's
     election for a Cash Dividend Benefit shall be filed in writing with the
     Committee not later than during the second Plan Year preceding the date the
     dividend equivalent otherwise would be so credited to his or her Deferred
     Share Award Account.

                                       11
<PAGE>   18

          6.5 FORM OF PAYMENT.

          (a) The Deferral Benefit payable pursuant to Section 6.1, Section
     6.4(a) or Section 6.4(c) shall be paid in one of the following forms, as
     elected by the Participant in his or her Participation Agreement or by
     written notice as provided in subsection (c) below:

               (1) Annual payments of a fixed amount which shall amortize the
          vested Account balance, or the in-service distribution portion
          thereof, as of the payment commencement date elected by the
          Participant over a period not to exceed fifteen years (together, in
          the case of each payment, with earnings thereon credited after the
          payment commencement date pursuant to Article V).

               (2) A lump sum.

               (3) A combination of (1) and (2) above. The Participant shall
          designate the percentage payable under each option.

Notwithstanding the foregoing, the Committee may, at any time, direct that
installment payments under (1) or (3) above shall be made quarterly.

          (b) The Deferred Share Award Benefit payable pursuant to Section 6.2
     or Section 6.4(b) shall be paid in whole Shares plus cash equal in value to
     any fractional Share in one of the forms set forth in Section 6.5(a),
     without interest, but with dividend equivalents reinvested as provided in
     Section 5.5; subject, however, to Section 6.4(d). For the purpose of this
     Section 6.5(b), each distribution from a Deferred Share Award Account shall
     be valued on the basis of the Fair Market Value of the Shares on the date
     prior to the date payment of such distribution is made.

          (c) The Participant's election of the form of payment shall be made by
     written notice filed with the Committee at least one (1) year prior to the
     Participant's voluntary termination of employment with, or retirement from,
     the Company and any affiliate of the Company, whether or not such affiliate
     is a Selected Affiliate. Any such election may be changed by the
     Participant at any time and from time to time without the consent of any
     other person by filing a later signed written election with the Committee;
     provided that any election made less than one (1) year prior to the
     Participant's voluntary termination of employment or retirement shall not
     be valid, and in such case payment shall be made in accordance with the
     Participant's prior election; and provided, further, that the Committee
     may, in its sole discretion, waive such one (1) year period upon a request
     of the Participant made while an active or inactive employee of the
     Company.

          (d) The amount of each installment under Section 6.5(a) shall be equal
     to the quotient obtained by dividing the Participant's Account balance as
     of the date of such installment payment by the number of installment
     payments remaining to be made to or in respect of such Participant at the
     time of calculation.

                                       12
<PAGE>   19

          (e) The Cash Dividend Benefit payable pursuant to Section 6.4(c) shall
     be in the form of a lump sum.

          (f) If a Participant fails to make an election with respect to his or
     her Account in a timely manner as provided in this Section 6.4,
     distribution shall be made in ten (10) annual installments of cash or
     Shares, as applicable.

          (g) A Participant's Deferral Benefit and Deferred Share Award Benefit
     (or the remaining portions thereof if payment to the Participant had
     commenced) shall be distributed to his or her Beneficiary in the form of a
     single lump sum payment following his or her death.

          6.6 COMMENCEMENT OF PAYMENTS. Commencement of payments under Section
6.1 or Section 6.2 of the Plan shall begin as soon as practicable, and in
accordance with the payment commencement date elected by the Participant,
following receipt of notice by the Committee of an event which entitles a
Participant (or a Beneficiary) to payments under the Plan.

          6.7 SPECIAL DISTRIBUTIONS. Notwithstanding any other provision of this
Article VI, a Participant, whether or not in pay status, may elect to receive a
distribution of part or all of his or her Account or Deferred Share Award
Account in one or more distributions if (and only if) the amount in either of
such accounts subject to such distribution is reduced by six percent (6%). Any
distribution made pursuant to such an election shall be made within 60 days of
the date such election is submitted to the Committee. The remaining six percent
(6%) of the portion of the electing Participant's account subject to such
distribution shall be forfeited.

          6.8 SMALL BENEFIT. In the event the Committee determines that the
balance of the Participant's Account and Deferred Share Award Account is less
than $50,000 at the time of commencement of payments, the Employer may pay the
benefit in the form of a lump sum payment, notwithstanding any provision of the
Plan to the contrary. Such lump sum payment shall be equal to the balance of the
Participant's Account, or the portion thereof payable to a beneficiary.

                                   ARTICLE VII

                             BENEFICIARY DESIGNATION

          7.1 BENEFICIARY DESIGNATION. Each Participant shall have the right, at
any time, to designate any person or persons as his Beneficiary to whom payment
under the Plan shall be made in the event of his or her death prior to complete
distribution to the Participant of his or her Deferral Benefit or Deferred Share
Award Benefit. Any Beneficiary designation shall be made in a written instrument
filed with the Committee and shall be effective only when received in writing by
the Committee.

                                       13
<PAGE>   20

          7.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant by the filing of a new Beneficiary designation, which will cancel
all Beneficiary designations previously filed.

          7.3 NO DESIGNATION. If a Participant fails to designate a Beneficiary
as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's designated Beneficiary shall be deemed to be
the Participant's estate.

          7.4 EFFECT OF PAYMENT. Payment to a Participant's Beneficiary (or,
upon the death of a Beneficiary, to the Beneficiary's estate) shall completely
discharge the Employer's obligations under the Plan.

                                  ARTICLE VIII

                                 ADMINISTRATION

          8.1 COMMITTEE. The administrative committee for the Plan (the
"Committee") shall be those members of the Compensation Committee of the Board
who are not Participants, as long as there are at least three such members. If
there are not at least three such non-participating persons on the Compensation
Committee, the chief executive officer of the Company shall appoint other
non-participating Directors or Company officers to serve on the Committee. The
Committee shall supervise the administration and operation of the Plan, may from
time to time adopt rules and procedures governing the Plan and shall have
authority to construe and interpret the Plan (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies and ambiguities in, the language of the Plan).

          8.2 AGENTS. The Committee may appoint an individual, who may be an
employee of the Company, to be the Committee's agent with respect to the
day-today administration of the Plan. In addition, the Committee may, from time
to time, employ other agents and delegate to them such administrative duties as
it sees fit, and may from time to time consult with counsel who may be counsel
to the Company.

          8.3 BINDING EFFECT OF DECISIONS. Any decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan shall be final and
binding upon all persons having any interest in the Plan.

          8.4 INDEMNITY OF COMMITTEE. The Company shall indemnify and hold
harmless the members of the Committee and their duly appointed agents under
Section 8.2 against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to the Plan, except in
the case of gross negligence or willful misconduct by any such member or agent
of the Committee.

                                       14
<PAGE>   21

                                   ARTICLE IX

                        AMENDMENT AND TERMINATION OF PLAN

          9.1 AMENDMENT. The Company, on behalf of itself and of each Selected
Affiliate may at any time amend, suspend or reinstate any or all of the
provisions of the Plan, except that no such amendment, suspension or
reinstatement may adversely affect any Participant's Account or Deferred Share
Award Account, as it existed as of the effective date of such amendment,
suspension or reinstatement, without such Participant's prior written consent.
Written notice of any amendment or other action with respect to the Plan shall
be given to each Participant.

          9.2 TERMINATION. The Company, on behalf of itself and of each Selected
Affiliate, in its sole discretion, may terminate this Plan at any time and for
any reason whatsoever. Upon termination of the Plan, the Committee shall take
those actions necessary to administer any Accounts or Deferred Share Award
Accounts existing prior to the effective date of such termination; provided,
however, that a termination of the Plan shall not adversely affect the value of
a Participant's Account or Deferred Share Award Account, the earnings from
Investments credited to a Participant's Account under Section 5.1, the interest
on cash amounts credited to a Participant's Account under Section 5.3, the
crediting of dividend equivalents to a Participant's Deferred Share Award
Account under Section 5.5, or the timing or method of distribution of a
Participant's Account, or Deferred Share Award Account, without the
Participant's prior written consent.

                                    ARTICLE X

                                  MISCELLANEOUS

          10.1 FUNDING. Participants, their Beneficiaries, and their heirs,
successors and assigns, shall have no secured interest or claim in any property
or assets of the Employer. The Employer's obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Employer to pay money in
the future. Notwithstanding the foregoing, in the event of a Change in Control,
the Company shall create an irrevocable trust to hold funds to be used in
payment of the obligations of Employers under the Plan, and the Company shall
fund such trust in an amount equal to no less than the total value of the
Participants' Accounts or Deferred Share Award Accounts under the Plan as of the
Determination Date immediately preceding the Change in Control, provided that
any funds contained therein shall remain liable for the claims of the respective
Employer's general creditors.

          10.2 NONASSIGNABILITY. No right or interest under the Plan of a
Participant or his or her Beneficiary (or any person claiming through or under
any of them), other than the surviving spouse of any deceased Participant, shall
be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of any such Participant or
Beneficiary. If

                                       15
<PAGE>   22

any Participant or Beneficiary (other than the surviving spouse of any deceased
Participant) shall attempt to or shall transfer, assign, alienate, anticipate,
sell, pledge or otherwise encumber his or her benefits hereunder or any part
thereof, or if by reason of his or her bankruptcy or other event happening at
any time such benefits would devolve upon anyone else or would not be enjoyed by
him or her, then the Committee, in its discretion, may terminate his or her
interest in any such benefit to the extent the Committee considers necessary or
advisable to prevent or limit the effects of such occurrence. Termination shall
be effected by filing a written "termination declaration" with the Secretary of
the Company and making reasonable efforts to deliver a copy to the Participant
or Beneficiary whose interest is adversely affected (the "Terminated
Participant").

          As long as the Terminated Participant is alive, any benefits affected
by the termination shall be retained by the Employer and, in the Committee's
sole and absolute judgment, may be paid to or expended for the benefit of the
Terminated Participant, his or her spouse, his or her children or any other
person or persons in fact dependent upon him or her in such a manner as the
Committee shall deem proper. Upon the death of the Terminated Participant, all
benefits withheld from him or her and not paid to others in accordance with the
preceding sentence shall be disposed of according to the provisions of the Plan
that would apply if he or she died prior to the time that all benefits to which
he or she was entitled were paid to him or her.

          10.3 LEGAL FEES AND EXPENSES. It is the intent of the Company and each
Selected Affiliate that following a Change in Control no Eligible Employee or
former Eligible Employee be required to incur the expenses associated with the
enforcement of his rights under this Plan by litigation or other legal action
because the cost and expense thereof would substantially detract from the
benefits intended to be extended to an Eligible Employee hereunder. Accordingly,
if it should appear that the Employer has failed to comply with any of its
obligations under this Plan or in the event that the Employer or any other
person takes any action to declare this Plan void or unenforceable, or
institutes any litigation designed to deny, or to recover from, the Eligible
Employee the benefits intended to be provided to such Eligible Employee
hereunder, the Employer irrevocably authorizes such Eligible Employee from time
to time to retain counsel of his choice, at the expense of the Employer as
hereafter provided, to represent such Eligible Employee in connection with the
initiation or defense of any litigation or other legal action, whether by or
against the Employer or any director, officer, stockholder or other person
affiliated with the Employer in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Employer and such counsel, the
Employer irrevocably consents to such Eligible Employee's entering into an
attorney-client relationship with such counsel, and in that connection the
Employer and such Eligible Employee agree that a confidential relationship shall
exist between such Eligible Employee and such counsel. The Employer shall pay
and be solely responsible for any and all attorneys' and related fees and
expenses incurred by such Eligible Employee as a result of the Employer's
failure to perform under this Plan or any provision thereof; or as a result of
the Employer or any person contesting the validity or enforceability of this
Plan or any provision thereof.

          10.4 WITHHOLDING TAXES. If the Employer is required to withhold any
taxes or other amounts from a Participant's deferred Compensation, Employment
Agreement Contribution, deferred Cash Award or deferred Share Award pursuant to
any state, federal or local law, such amounts shall, to the extent possible, be
withheld from the Participant's Compensation, Cash Award or Share Award before
such amounts are credited under the Plan. Any additional

                                       16
<PAGE>   23

withholding amount required shall be paid by the Participant to the Employer as
a condition to the crediting of deferred Compensation, deferred Cash Award or
deferred Share Award to the Participant's Account and Deferred Share Award
Account, respectively. The Employer may withhold any required state, federal or
local taxes or other amounts from any benefits payable in cash or Shares to a
Participant or Beneficiary.

          10.5 CAPTIONS. The captions contained herein are for convenience only
and shall not control or affect the meaning or construction hereof.

          10.6 GOVERNING LAW. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio.

          10.7 SUCCESSORS. The provisions of the Plan shall bind and inure to
the benefit of the Company, its selected Affiliates, and their respective
successors and assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise, acquire all or substantially all of the
business and assets of the Company or a Selected Affiliate and successors of any
such corporation or other business entity.

          10.8 RIGHT TO CONTINUED SERVICE. Nothing contained herein shall be
construed to confer upon any Eligible Employee the right to continue to serve as
an Eligible Employee of the Employer or in any other capacity.

          10.9 PRIOR PLAN PROVISIONS. The provisions of the Plan in effect prior
to January 1, 1999 shall govern periods prior to such date.

          Executed this ______ day of February, 2000.


                                     CLEVELAND-CLIFFS INC



                                     By:
                                        ----------------------------------------
                                        Vice President-Human Resources

                                       17
<PAGE>   24

                                                                         ANNEX A

                              CLEVELAND-CLIFFS INC


                      MANAGEMENT SHARE ACQUISITION PROGRAM

                              TERMS AND CONDITIONS


                                    ARTICLE I
                                  ESTABLISHMENT

          A 1.1 ESTABLISHMENT.

               (a) This Article contains the following terms and conditions
applicable to the MSAP.

               (b) Grants of Restricted Shares under the MSAP shall be subject
to the terms and conditions set forth in the 1992 Incentive Equity Plan and, to
the extent not inconsistent herewith, the MSAP shall be administered in
accordance with the 1992 Incentive Equity Plan.

          A 1.2 TERM OF MSAP. The MSAP shall terminate upon the earliest of (a)
the termination of the Plan, or (b) the termination by the Company of the MSAP.


                                   ARTICLE II
                                   DEFINITIONS

          A 2.1 SPECIAL DEFINITIONS APPLICABLE TO THE MSAP. Unless provided
otherwise in the MSAP, all capitalized terms shall have the same meanings as set
forth in the Plan. For purposes of the MSAP, the following terms shall be
defined as set forth below:

               "ACCOUNT" means the bookkeeping account maintained for each
          Participant showing his interest under the MSAP. An Account shall
          consist of a "Cash Account," a "Deferred Shares Account" and a
          "Matching Shares Account". The number of Shares in an Account shall be
          adjusted as appropriate to reflect any stock dividend, stock split,
          recapitalization, merger, spinoff or other similar event affecting
          Shares.

               "DATE OF GRANT" means the date specified by the Committee on
          which a grant or sale of Restricted Shares, Matching Shares or
          Deferred Shares shall become effective, which shall not be earlier
          than the date on which the Committee takes action with respect
          thereto.

               "DISABILITY" means a physical or mental condition of the
          Participant resulting from a bodily injury, disease, or mental
          disorder, which renders him incapable continuing

                                      A-0
<PAGE>   25

          in the active employment of the Company or Selected Affiliate (as
          determined by the Committee) based upon appropriate medical advice and
          examination.

               "DEFERRAL COMMITMENT" means an agreement by a Participant in a
          Participation Agreement to have a specified percentage or dollar
          amount of his Bonus deferred under the MSAP for a specified period in
          the future.
               "DEFERRED SHARES" means the Shares notionally credited to a
          Participant's Deferred Shares Account.

               "INSIDER PARTICIPANT" means any Participant who is required to
          file reports with the Securities and Exchange Commission pursuant to
          Section 16(a) of the Exchange Act, and any rules promulgated
          thereunder.

               "MATCHING SHARES" means the notional Shares granted to a
          Participant pursuant to Section A 5.1(a) and credited to his Matching
          Shares Account and/or Restricted Shares granted pursuant to Section A
          5.1(b), as the context requires.

               "QUARTER DATE" means the last day of a calendar quarter.

               "RESTRICTED SHARES" means Shares awarded pursuant to Section 5 of
          the 1992 Incentive Equity Plan.

               "RETIREMENT" means retirement from active employment with the
          Company and each of its Selected Affiliates on or after attaining age
          65 or, if earlier, the age at which the Participant may retire with an
          unreduced normal retirement benefit under the tax-qualified pension
          benefit plan sponsored by the Company or a Selected Affiliate and
          applicable to the Participant, or early retirement under such plan
          with the consent of the Committee.

               "SETTLEMENT DATE" means the later of the date on which a
          Participant terminates employment with the Company and each of its
          Selected Affiliates and the date selected by a Participant in a
          Participation Agreement for distribution of all or a portion of the
          amounts deferred during a Plan Year as provided in Section A 7.2. A
          leave of absence granted by the Company will not be considered a
          termination of employment during the term of such leave.

               "WINDOW PERIOD" means the period from the third business day to
          the twelfth business day following the public release by the Company
          of its earnings, or such shorter period, as determined by the General
          Counsel of the Company.

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                                   ARTICLE III
                                  PARTICIPATION

     A 3.1 PARTICIPATION. Any Eligible Employee may participate in the MSAP.

     A 3.2 DURATION OF PARTICIPATION. Participation in the MSAP shall continue
as long as the Participant is eligible to receive benefits under the MSAP.


                                   ARTICLE IV
                         DEFERRALS AND VOLUNTARY AMOUNTS

     A 4.1 AMOUNT OF DEFERRAL. With respect to each Plan Year, a Participant may
elect to defer a specified dollar amount or percentage of his Bonus. An election
may be made prior to the beginning of any Plan Year by filing a Participation
Agreement with the Committee in accordance with Section 3.2.

     A 4.2 AUTOMATIC DEFERRALS. A Participant's Bonus in excess of amounts
deductible by the Company with respect to a Plan Year under Section 162(m) of
the Code may be deferred under the MSAP under rules adopted by the Committee.


                                    ARTICLE V
                        MATCHING CONTRIBUTIONS AND GRANTS

     A 5.1 MATCHING CONTRIBUTIONS AND GRANTS.

          The Company shall at the discretion of the Committee either

          (a) credit to the Participant's Matching Shares Account 25% of the
amounts allocated to his Deferred Shares Account directly as the result of Bonus
deferrals made pursuant to Section A 4.1, but no such credit shall be made as
the result of allocation of dividends pursuant to Section A 6.4. (Matching
Shares credited pursuant to this Subsection shall become nonforfeitable in
accordance with Section A 6.6); or

          (b) grant pursuant to Section 5 of the 1992 Incentive Equity Plan
Restricted Shares equal in number to 25% of the amounts allocated to his
Deferred Shares Account directly as the result of Bonus deferrals made pursuant
to Section A 4.1, but no such grant shall be made as the result of allocation of
dividends pursuant to Section A 6.4. (Restricted Shares granted pursuant to this
Subsection shall become nonforfeitable five years after the Date of Grant,
subject to such conditions of continuous employment and continuous share
ownership as are set forth in a Restricted Share Agreement by and between the
Company and the Participant).

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<PAGE>   27

                                   ARTICLE VI
                              PARTICIPANT ACCOUNTS

     A 6.1 ESTABLISHMENT OF ACCOUNTS. The Company, through its accounting
records, shall establish a Deferred Shares Account and a Cash Account, and, as
necessary, a Matching Shares Account for each Participant who elects to defer a
Bonus as provided in Section A 4.1.

     A 6.2 CREDITING OF DEFERRAL COMMITMENTS AND MATCHING CONTRIBUTIONS. The
portion of a Participant's Bonus that is deferred pursuant to a Deferral
Commitment and any related matching contribution under Section A 5.1(a) shall be
credited to the Participant's Deferred Shares Account and Matching Shares
Account, respectively, as of the date the corresponding non-deferred portion of
the Bonus would have been paid to the Participant; provided, however, that the
portion of a Participant's Bonus that is deferred pursuant to Section A 4.2
shall be credited to the Participant's Account as of the date the Bonus would
have been paid to the Participant absent the application of Section A 4.2. As of
such payment date, (i) the credits to each Participant's Deferred Shares Account
for each such payment date, shall be deemed invested in a number of whole
Deferred Shares determined by dividing such credits by the Fair Market Value for
such date, and (ii) the credits for such date to each Participant's Matching
Shares Account shall be deemed invested in a number of whole Matching Shares
determined by dividing such credits by the Fair Market Value for such date.
Matching Shares shall be grants of Deferred Shares pursuant to Section 6 of the
1992 Incentive Equity Plan. Fractional Shares shall be credited to the Cash
Account.

     A 6.3 DETERMINATION OF ACCOUNTS.

          (a) The balance credited to each Participant's Account as of a
particular date shall equal the amount credited pursuant to Section A 6.2, and
shall be adjusted in the manner provided in Section A 6.4.

          (b) The Company through its accounting records, shall maintain a
separate and distinct record of the amount in each Account as adjusted to
reflect income and distributions.

     A 6.4 ADJUSTMENTS TO ACCOUNTS.

          (a) (i) Each Account shall be credited, as of the payment date of any
cash dividend paid on Shares, with additional Deferred Shares and Matching
Shares equal in value to the amount of cash dividends paid by the Company on
that number of Shares equivalent to the respective number of Deferred Shares and
Matching Shares in such Account on such payment date. The dividend equivalents
shall be calculated by dividing the dollar value of such dividend equivalents by
the Fair Market Value at the dividend payment date. Fractional Shares shall be
credited to the Cash Account.

          (ii) A Participant may elect to convert the Deferred Shares
representing a portion of such dividend equivalents to cash to be credited to
his or her Cash Account by filing a written notice thereof with the Committee,
which shall be effective only with respect to cash dividends paid after the Plan
Year in which such notice is filed with the Committee. As of each Determination
Date, Cash Accounts shall be increased by the amount of interest earned since
the immediately preceding Determination Date. Interest shall be credited at the
Declared Rate as of

                                      A-3
<PAGE>   28

such Determination Date based on the balance of the cash amounts credited to the
Cash Account since the immediately preceding Determination Date, but after such
Cash Account has been adjusted for any contributions or distributions to be
credited or deducted for such period. Interest for the period prior to the first
Determination Date applicable to a Participant's Cash Account shall be deemed
earned ratably over such period. Until a Participant or his Beneficiary receives
his entire Account, the unpaid balance thereof credited in Deferred Shares and
Matching Shares shall be credited with dividend equivalents as provided in this
Subsection, except as provided in Section A7.2.

          (b) Each Participant's Account shall be immediately debited with the
amount of any distributions under Article VIII to or on behalf of the
Participant or, in the event of his death, his Beneficiary.

     A 6.5 STATEMENT OF ACCOUNTS. As soon as practicable after the end of each
calendar quarter, a statement shall be furnished to each Participant or, in the
event of his death, to his Beneficiary showing the status of his Account as of
the end of the calendar quarter, any changes in his Account since the end of the
immediately preceding calendar quarter, and such other information as the
Committee shall determine.

     A 6.6 VESTING OF ACCOUNTS.

          (a) Except as provided in Section A 6.7, each Participant shall at all
times have a nonforfeitable interest in his Deferred Shares Account balance and
his Cash Account balance.

          (b) Matching Shares attributable to credits pursuant to Section A
5.1(a) in a Participant's Matching Shares Account with respect to a Plan Year,
and additional Matching Shares attributable to dividend credits with respect to
such Matching Shares pursuant to Section A 6.4(a)(i), shall become
nonforfeitable as of the fifth anniversary of the crediting of the Matching
Shares pursuant to Section A 5.1(a)(the "vesting period"), provided that:

               (i) the Participant has remained in the continuous employ of the
          Company or a Selected Affiliate during the applicable vesting period;
          and

               (ii) the Participant, during the applicable vesting period, does
          not receive a distribution of deemed Shares credited to his Deferred
          Shares Account as the result of the deferral by the Participant of the
          Bonus which relates to the crediting of the Matching Shares pursuant
          to Section A 5.1(a).

A Participant will not be deemed to have failed to satisfy the ownership
requirement described in Paragraph (ii) of this Subsection if at all times
during the applicable vesting period the number of Shares owned by the
Participant together with the number of Deferred Shares and Matching Shares
(whether or not vested) credited to the Participant's Account equal or exceed
the Participant's share ownership requirement in the Company, if any.

          (c) Notwithstanding the provisions of Subsection (b) of this Section,
the nonvested portion of a Participant's Account will become immediately
nonforfeitable in the event of the Participant's death, Disability, or upon the
occurrence of a Change in Control of the

                                      A-4
<PAGE>   29

Company that shall occur while the Participant is an employee of the Company or
a Selected Affiliate.

          (d) Notwithstanding the provisions of Subsection (b) of this Section,
the nonvested portion of a Participant's Account will become nonforfeitable in
the event of the Participant's Retirement, provided that the Participant does
not elect a distribution from the MSAP of the Shares attributable to the
Deferred Shares relating to the nonvested Matching Shares until the fifth
anniversary of the applicable Date of Grant.

          (e) Any portion of an Account as to which the requirements of
Subsection (b) of this Section have not been satisfied shall be forfeited,
unless the Committee determines otherwise.

          (f) For purposes of this Section, (i) the continuous employment of a
Participant with the Company or a Selected Affiliate shall not be deemed to have
been interrupted, and the Participant will not be deemed to have ceased to be an
employee of the Company or a Selected Affiliate, by reason of the transfer of
his employment among the Company and its Selected Affiliates or of an approved
leave or absence.

         A 6.7 SPECIAL RULE FOR VALUATION OF DEFERRED SHARE ACCOUNT. Anything in
the MSAP or the Plan to the contrary notwithstanding, in the event any Matching
Shares are forfeited pursuant to Section A 6.6, or any Restricted Shares are
forfeited under a grant made pursuant to Section A 5.1(b), then the value of the
Deferred Shares in the Deferred Shares Account to which such Matching Shares or
Restricted Shares, as the case may be, are attributable shall be deemed to be
the lesser of (a) the then Fair Market Value of such Deferred Shares, or (b) the
value of the Bonus used to acquire such Deferred Shares plus interest at the
Declared Rate as if the Bonus was credited with interest pursuant to Section
5.3. Such deemed value shall be distributed in cash.

                                   ARTICLE VII
                                  DISTRIBUTIONS

          A 7.1 DISTRIBUTION OF ACCOUNT.


          (a) A Participant or, in the event of his death, his Beneficiary shall
be entitled to distribution of all or a part of the balance of his Account,
payable in Shares as provided in this Article, following his Settlement Date or
Dates; provided, however, that his Cash Account shall be payable in cash; and
provided, further, that any fractional share shall be paid in cash with the
final distribution of a Participant's Account.

          (b) The number of Shares distributable shall be equal to the number of
Deferred Shares and Matching Shares in the Participant's Account determined as
of the Quarter Date coincident with or next following his Settlement Date or
Dates.

          A 7.2 IN-SERVICE DISTRIBUTION.

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<PAGE>   30

          (a) A Participant may irrevocably elect to receive an in-service
distribution of the Deferred Shares attributable to his deferred Bonus, and
related nonforfeitable Matching Shares, for any Plan Year on or commencing not
earlier than the beginning of the sixth Plan Year following the Plan Year in
which such Bonus otherwise would have been first payable. A Participant's
election of an in-service distribution shall be made in the Participation
Agreement filed for the Plan Year as provided in Article III. The Participant
shall elect irrevocably to receive such Deferred Shares and related Matching
Shares as an in-service distribution of Stock under one of the forms provided in
Section A 7.3.

          (b) A Participant may irrevocably elect to receive an in-service
distribution of cash equal to the amount of the dividend equivalent to be
credited to his or her Deferred Shares Account pursuant to Section A 6.4(a)(i)
as of the payment date of a cash dividend on Shares. A Participant's election
for a cash distribution shall be filed in writing with the Committee not later
than during the second Plan Year preceding the date the dividend equivalent
otherwise would be so credited to his or her Account.

         A. 7.3  FORM OF DISTRIBUTION.

          (a) As soon as practicable after the end of the Quarter Date in which
a Participant's Settlement Date occurs, but in no event later than 30 days
following the end of such Quarter Date, the Company shall distribute or cause to
be distributed to the Participant a number of Shares and/or an amount of cash as
determined under Section A 7.1, under one of the forms provided in this Section.

          (b) Distribution of a Participant's Account with respect to any Plan
Year shall be made in cash and in whole Shares plus cash equal in value to any
fractional Share in one of the forms set forth in Section 6.5(a), without
interest, but with dividends reinvested as provided in Section 5.5; subject,
however, to Section 6.4(d).

          (c) In the event of a Participant's death, the cash and the number of
Shares of Stock in his Account shall be distributed to his Beneficiary in a
single distribution as soon as practicable after the end of the Quarter Date in
which the Participant's death occurs.

          (d) The Participant's election of the form of distribution shall be
made at the time his initial election to defer is made pursuant to Section A
4.1, or if later by written notice filed with the Committee at least one year
prior to the Participant's voluntary termination of employment with, or
Retirement from, the Company. Any such election may be changed by the
Participant at any time and from time to time without the consent of any other
person by filing a later signed written election with the Committee; provided
that any election made less than one year prior to the Participant's voluntary
termination of employment or Retirement shall not be valid, and in such case
payment shall be made in accordance with the Participant's prior election.

          (e) The amount of cash and the number of Shares to be distributed in
each installment shall be equal to the quotient obtained by dividing the amount
of cash and the number of Deferred Shares and nonforfeitable Matching Shares in
the Participant's Account as of the date of such installment payment by the
number of installment payments remaining to be made to such Participant at the
time of calculation. Fractional Shares shall be rounded down to the nearest

                                      A-6
<PAGE>   31

whole share, and such fractional amount shall be re-credited as a fractional
Deferred Share or Matching Share in the Participant's Account.

          (f) If a Participant fails to make an election in a timely manner as
provided in this Section, distribution shall be made in a single distribution as
soon as practicable after the end of the Quarter Date in which a Participant's
Settlement Date occurs.

     A 7.4 SPECIAL DISTRIBUTIONS. Notwithstanding any other provision of the
MSAP except Section A 6.7, a Participant may elect at any time to receive a
distribution of part or all of the nonforfeitable portion of his Account in one
or more distributions if (and only if) the amount of cash and the number of
Deferred Shares and nonforfeitable Matching Shares in the Participant's Account
subject to such distribution is reduced by 6%. Any distribution made pursuant to
such an election shall be made as soon as practicable following the date such
election is submitted to the Committee. The remaining 6% of the portion of the
electing Participant's Account subject to such distribution shall be forfeited.
Forfeitable Matching Shares attributable to the portion of the electing
Participant's Deferred Shares subject to such distribution shall also be
forfeited, and Section A 6.7 shall apply to the such portion.

     A 7.5 FACILITY OF PAYMENT. Whenever and as often as any Participant or his
Beneficiary entitled to payments under the MSAP shall be under a legal
disability or, in the sole judgment of the Committee, shall otherwise be unable
to apply such payments to his own best interests and advantage, the Committee in
the exercise of its discretion may direct all or any portion of such payments to
be made in any one or more of the following ways: (a) directly to him; (b) to
his legal guardian or conservator; or (c) to his spouse or to any other person,
to be expended for his benefit; and the decision of the Committee, shall in each
case be final and binding upon all persons in interest.

     A 7.6 EMERGENCY BENEFIT. In the event that the Committee, upon written
petition of a Participant, determines, in its sole discretion, that the
Participant has suffered an unforeseen financial emergency, the Company shall
pay to the Participant, as soon as practicable following such determination, the
Emergency Benefit in accordance with the standards set forth in Section A 6.3.
Distributions pursuant to this Section may not be made in excess of the value of
the Participant's nonforfeitable Account at the time of such distribution.

     A 7.7 PAYMENT OF SMALL ACCOUNTS. Notwithstanding any other provision of the
MSAP, if a Participant's Account is credited with 1,000 Shares or less on his
Settlement Date, his Account shall be distributed to him in a single
distribution as soon as practicable following his Settlement Date.


                                      A-7