<PAGE>   1
                                                                   Exhibit 10(a)

                              CLEVELAND-CLIFFS INC
                      SUPPLEMENTAL RETIREMENT BENEFIT PLAN
               (as Amended and Restated Effective January 1, 1999)
               ---------------------------------------------------



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

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>      <C>                                                                                                    <C>
1.       DEFINITIONS............................................................................................  1

2.       DETERMINATION OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.................................................  3

3.       PAYMENT OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.......................................................  4

4.       FORFEITABILITY.........................................................................................  6

5.       GENERAL................................................................................................  6

6.       ADOPTION OF SUPPLEMENTAL RETIREMENT BENEFIT PLAN.......................................................  8

7.       MISCELLANEOUS..........................................................................................  8

8.       AMENDMENT AND TERMINATION.............................................................................. 10

9.       EFFECTIVE DATE......................................................................................... 11
</TABLE>



<PAGE>   3



                                                      Draft of December 22, 1998
                                                      --------------------------


                              CLEVELAND-CLIFFS INC
                      SUPPLEMENTAL RETIREMENT BENEFIT PLAN
               (as Amended and Restated Effective January 1, 1999)
               ---------------------------------------------------


                  WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and its
subsidiary corporations and affiliates have established, or may hereafter
establish, one or more qualified retirement plans;

                  WHEREAS, the qualified retirement plans, pursuant to Sections
401(a) and 415 of the Internal Revenue Code of 1986, as amended, place certain
limitations on the amount of contributions that would otherwise be made
thereunder for certain participants;

                  WHEREAS, Cleveland-Cliffs now desires to provide for the
contributions which would otherwise have been made for such participants under
certain of its qualified retirement plans except for such limitations, in
consideration of services performed and to be performed by each such participant
for Cleveland-Cliffs and its subsidiaries and affiliates; and

                  WHEREAS, Cleveland-Cliffs has entered into, and
Cleveland-Cliffs and its subsidiary corporations and affiliates may in the
future enter into, agreements with certain executives providing for additional
service credit and/or other features for purposes of computing retirement
benefits, in consideration of services performed and to be performed by such
executives for Cleveland-Cliffs and its subsidiaries and affiliates.

                  NOW, THEREFORE, Cleveland-Cliffs hereby amends and restates
and publishes the Supplemental Retirement Benefit Plan heretofore established by
it, which shall contain the following terms and conditions:

                  1. DEFINITIONS. A. The following words and phrases when used
in this Plan with initial capital letters shall have the following respective
meanings, unless the context clearly indicates otherwise. The masculine whenever
used in this Plan shall include the feminine.

                  B. "AFFILIATE" shall mean any partnership or joint venture of
which any member of the Controlled Group is a partner or venturer and which
shall adopt this Plan pursuant to paragraph 6.

                  C. "BENEFICIARY" shall mean such person or persons (natural or
otherwise) as may be designated by the Participant as his Beneficiary under this
Plan.  Such a designation may be made, and may be revoked or changed (without
the consent of any previously designated Beneficiary), only by an instrument (in
form acceptable to Cleveland-Cliffs) signed by the Participant and may be
revoked or changed (without the consent of any previously designated
Beneficiary), only by an instrument (in form acceptable to Cleveland-Cliffs)
signed by the Participant and filed with Cleveland-Cliffs prior to the
Participant's death.
<PAGE>   4


                                        2

In the absence of such a designation and at any other time when there is no
existing Beneficiary designated by the Participant to whom payment is to be made
pursuant to his designation, his Beneficiary shall be his beneficiary under the
Pension Plan. A person designated by a Participant as his Beneficiary who or
which ceases to exist shall not be entitled to any part of any payment
thereafter to be made to the Participant's Beneficiary unless the Participant's
designation specifically provided to the contrary. If two or more persons
designated as a Participant's Beneficiary are in existence, the amount of any
payment to the Beneficiary under this Plan shall be divided equally among such
persons unless the Participant's designation specifically provided to the
contrary. Notwithstanding the foregoing, the Beneficiary of a Participant who
elects the form of benefit elected by the Participant under the Pension Plan
shall be the same beneficiary designated by him or her thereunder.

                  D.  "CODE" shall mean the Internal Revenue Code of 1986, as
it has been and may be amended from time to time.

                  E. "CODE LIMITATIONS" shall mean the limitations imposed by
Sections 401(a) and 415 of the Code, or any successor thereto, on the amount of
the benefits which may be payable to a Participant from the Pension Plan.

                  F. "CONTROLLED GROUP" shall mean Cleveland-Cliffs and any
corporation in an unbroken chain of corporations beginning with
Cleveland-Cliffs, if each of the corporations other than the last corporation in
the chain owns or controls, directly or indirectly, stock possessing not less
than fifty percent of the total combined voting power of all classes of stock in
one of the other corporations.

                  G. "EMPLOYER(S)" shall mean Cleveland-Cliffs and any other
member of the Controlled Group and any Affiliate which shall adopt this Plan
pursuant to paragraph 6.

                  H. "PARTICIPANT" shall mean each person (i) who is a
participant in the Pension Plan, (ii) who is a senior corporate officer of
Cleveland-Cliffs or a full-time salaried employee of an Employer who has a
Management Performance Incentive Plan Salary Grade of EX-28 or above, and (iii)
who as a result of participation in this Plan is entitled to a Supplemental
Benefit under this Plan. Each person who is as a Participant under this Plan
shall be notified in writing of such fact by his Employer, which shall also
cause a copy of the Plan to be delivered to such person.

                  I. "PENSION PLAN" shall mean, with respect to any Participant,
the defined benefit plan specified on Exhibit A hereto in which he participates.

                  J. "SUPPLEMENTAL AGREEMENT" shall mean, with respect to any
Participant, an agreement between the Participant and an Employer, and approved
by Cleveland-Cliffs if it is not the


<PAGE>   5

                                       3

Employer, which provides for additional service credit and/or other features for
purposes of computing retirement benefits.

                  K. "SUPPLEMENTAL BENEFIT" or "SUPPLEMENTAL PENSION PLAN
BENEFIT" shall mean a retirement benefit determined as provided in paragraph 2.

                  L. "SUPPLEMENTAL RETIREMENT BENEFIT PLAN" or "PLAN" shall mean
this Plan, as the same may hereafter be amended or restated from time to time.

                  2. DETERMINATION OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.
Each Participant or Beneficiary of a deceased Participant whose benefits under
the Pension Plan payable on or after January l, 1995 are reduced (a) due to the
Code Limitations, or (b) due to deferrals of compensation by such Participant
under the Cleveland-Cliffs Inc Voluntary Non- Qualified Deferred Compensation
Plan (the "Deferred Compensation Plan"), and each Participant who has entered
into a Supplemental Agreement with his Employer (and, where applicable a
Beneficiary of a deceased Participant), shall be entitled to a Supplemental
Pension Plan Benefit, which shall be determined as hereinafter provided. A
Supplemental Pension Plan Benefit shall be a monthly retirement benefit equal to
the difference between (i) the amount of the monthly benefit payable on and
after January l, 1995 to the Participant or his Beneficiary under the Pension
Plan, determined under the Pension Plan as in effect on the date of the
Participant's termination of employment with the Controlled Group and any
Affiliate (and payable in the same optional form as his Actual Pension Plan
Benefit, as defined below), but calculated without regard to any reduction in
the Participant's compensation pursuant to the Deferred Compensation Plan, and
as if the Pension Plan did not contain a provision (including any phase-in or
extended wear away provision) implementing the Code Limitations, and after
giving effect to the provisions of any Supplemental Agreement, and (ii) the
amount of the monthly benefit in fact payable on and after January 1, 1995 to
the Participant or his Beneficiary under the Pension Plan. If the benefit
payable to a Participant or Beneficiary pursuant to clause (ii) of the
immediately preceding sentence (herein referred to as "Actual Pension Plan
Benefit") is payable in a form other than a monthly benefit, such Actual Pension
Plan Benefit shall be adjusted to a monthly benefit which is the actuarial
equivalent of such Actual Pension Plan Benefit for the purpose of calculating
the monthly Supplemental Pension Plan Benefit of the Participant or Beneficiary
pursuant to the preceding sentence. For any Participant whose benefits become
payable under the Pension Plan on or after January 1, 1995, the Supplemental
Pension Plan Benefit includes any "Retirement Plan Augmentation Benefit" which
the Participant shall have accrued under the Deferred Compensation Plan prior to
the amendment of such Plan as of January l, 1991 to delete such Benefit. The
acceptance by the Participant or his Beneficiary of any Supplemental Pension
Plan Benefit pursuant to paragraph 3 shall constitute payment of the Retirement
Plan Augmentation Benefit included therein for


<PAGE>   6
                                       4

purposes of the Deferred Compensation Plan prior to such amendment.

                  3. PAYMENT OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.

                  A. A Participant's (or his Beneficiary's) Supplemental Pension
Plan Benefit (calculated as provided in paragraph 2) shall be converted, at the
time of his termination of employment with the Controlled Group and each
Affiliate, into ten annual installment payments (the "Ten Installment Payments")
of equivalent actuarial value. The equivalent actuarial value shall be
determined by the actuary selected by Cleveland-Cliffs based on the 1971 TPF&C
Forecast Mortality Table set back one year, the Pension Benefit Guaranty
Corporation interest rate for immediate annuities then in effect, and other
factors then in effect for purposes of the Pension Plan.

                  B. If the Participant voluntarily terminates employment with,
or retires under the terms of the Pension Plan from, the Controlled Group and
each Affiliate, or the Participant's employment with the Controlled Group and
each Affiliate is involuntarily terminated, the Participant's former Employer
shall pay the Ten Installment Payments to the Participant beginning on the first
day of the month following the Participant's retirement under the Pension Plan,
and on each anniversary thereafter until the Ten Installment Payments have been
made; provided, however, that if the Participant has effectively elected another
form of distribution, such Participant's former Employer shall pay or commence
payment in such other form of distribution beginning on the first day of the
month following the date of the Participant's retirement under the Pension Plan.
A Participant who voluntarily terminates employment with, or who retires under
the terms of the Pension Plan from, the Controlled Group and each Affiliate may
by written notice filed with the Administrator at least one (1) year prior to
the Participant's voluntary termination of employment with, or retirement from,
the Controlled Group and each Affiliate elect to defer commencement of the
payment of his 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
Administrator; 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 this paragraph 3.

                  C. A Participant may elect to receive his Supplemental Pension
Plan Benefit in one of the following forms of distribution in lieu of the Ten
Installment Payments:

                     (1)      Lump sum payment;

                     (2)      Annual installments over 2 to 15 years;


<PAGE>   7
                                       5

                           (3)      A combination of (1) and (2) above with the
                                    percentage payable under each option
                                    specifically designated by the Participant;
                                    or

                           (4)      The form of benefit distribution elected by
                                    the Participant under the Pension Plan.

Payments made under these options shall commence as of the first day of the
month following the Participant's retirement under the Pension Plan; provided,
however, that with respect to a lump sum payment, such payment shall be made at
the end of the of the first month of retirement or at the end of the month
following death.

The payments made under these forms shall be of equivalent actuarial value to
the Ten Installment Payments as determined by the actuary selected by
Cleveland-Cliffs based on the actuarial factors and assumptions provided for in
the second sentence of paragraph 3.A. Notwithstanding the foregoing, the
Administrator may, at any time, direct that annual installments shall be made
quarterly. If the Participant dies before receiving all of the installment
payments, the remaining installment payments shall be paid in a lump sum to the
Participant's Beneficiary. Any co- pensioner or survivor payments elected under
clause (4) of this paragraph 3.C. shall be paid to the co-pensioner or survivor,
as appropriate. The Participant's election of one of the forms of distribution
set forth above shall be made by written notice filed with the Administrator at
least one (1) year prior to the Participant's voluntary or involuntary
termination of employment, retirement, death or disability. 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
Administrator; provided that any election made less than one (1) year prior to
the Participant's voluntary or involuntary termination of employment,
retirement, death or disability 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 Administrator 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 his or her Employer.

                  D. Anything contained in this paragraph 3 to the contrary
notwithstanding, in the event a Participant's employment with the Controlled
Group and each Affiliate is involuntarily terminated, the Administrator may, at
any time, direct immediate payment of such Participant's benefit under the Plan
and the manner of distribution for such payment; provided, however, that if the
Administrator elects immediate payment as set forth in this paragraph 3.D., such
payment shall not be made in accordance with the distribution alternative
described in paragraph 3.C.(4) of the Plan.

                  E. Notwithstanding any other provision of this paragraph 3, a
Participant may elect to receive a lump sum


<PAGE>   8
                                       6

distribution of part or all of his or her benefits under clause (1), (2), or (3)
of paragraph 3.C. if (and only if) the amount 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
Administrator. The remaining six percent (6%) of the electing Participant's
benefit balance subject to such lump sum distribution shall be forfeited.

                  4. FORFEITABILITY. Anything herein to the contrary
notwithstanding, if the Board of Directors of Cleveland-Cliffs shall determine
in good faith that a Participant who is entitled to a benefit hereunder by
reason of termination of his employment with the Controlled Group and each
Affiliate, during the period of 5 years after termination of his employment or
until he attains age 65, whichever period is shorter, has engaged in a business
competitive with Cleveland-Cliffs or any member of the Controlled Group or any
Affiliate without the prior written consent of Cleveland-Cliffs, such
Participant's rights to a supplemental Pension Plan Benefit hereunder and the
rights, if any, of his Beneficiary shall be terminated and no further
Supplemental Benefit shall be paid to him or his Beneficiary hereunder.

                  5. GENERAL.

                  A.(1) The entire cost of this Supplemental Retirement Benefit
Plan shall be paid from the general assets of one or more of the Employers. It
is the intent of the Employers to so pay benefits under the Plan as they become
due; provided, however, that Cleveland-Cliffs may, in its sole discretion,
establish or cause to be established a trust account for any or each Participant
pursuant to an agreement, or agreements, with a bank and direct that some or all
of a Participant's benefits under the Plan be paid from the general assets of
his Employer which are transferred to the custody of such bank to be held by it
in such trust account as property of the Employer subject to the claims of the
Employer's creditors until such time as benefit payments pursuant to the Plan
are made from such assets in accordance with such agreement; and until any such
payment is made, neither the Plan nor any Participant or Beneficiary shall have
any preferred claim on, or any beneficial ownership interest in, such assets. No
liability for the payment of benefits under the Plan shall be imposed upon any
officer, director, employee, or stockholder of Cleveland-Cliffs or other
Employer.

         (2) Notwithstanding the provisions of paragraph 5.A.(1), upon the
earlier to occur of (a) a Change in Control of Cleveland-Cliffs (for purposes of
the Plan the term "Change in Control" shall have the meaning set forth in the
Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (as
amended and restated as of January 1, 1999) or any successor thereto) or (b) a
declaration by the Board of Directors of Cleveland-Cliffs (the "Board") that a
Change in Control is imminent, Cleveland-Cliffs shall promptly, to the extent it
has not previously done so, and in any event within five (5) business


<PAGE>   9
                                       7

days, transfer to KeyTrust Company of Ohio, N.A., as trustee ("Trustee") of
Trust Agreement No. 7 ("Trust Agreement No. 7") dated April 9, 1991, as amended
and restated effective January 1, 1999, between the Trustee and
Cleveland-Cliffs, a sum equal to (aa) the present value on the date of the
Change in Control (or on such fifth (5th) business day if the Board has declared
a Change in Control to be imminent) of the payments to be made to the
Participants under this Plan, such present value to be computed using the
assumptions and factors used in the Plan, less (bb) the (balance in the
Participant's account provided for in Section 7(b) of Trust Agreement No. 7) as
of the most recent completed valuation thereof, as certified by the Trustee
under Trust Agreement No. 7; provided, however, that if the Trustee does not so
certify by the end of the fourth (4th) business day after the earlier of such
Change in Control or declaration, then the balance of such account shall be
deemed to be zero. Any payments of benefits by the Trustee pursuant to Trust
Agreement No. 7 shall, to the extent thereof, discharge Cleveland-Cliffs'
obligation to pay benefits hereunder, it being the intent of Cleveland-Cliffs
that assets in such Trust be held as security for Cleveland-Cliffs' obligation
to pay benefits under this Plan.

                  B. No right or interest of a Participant or his Beneficiary
under this Supplemental Retirement Benefit Plan shall be anticipated, assigned
(either at law or in equity) or alienated by the Participant or his Beneficiary,
nor shall any such right or interest be subject to attachment, garnishment,
levy, execution or other legal or equitable process or in any manner be liable
for or subject to the debts of any Participant or Beneficiary. If any
Participant or Beneficiary shall attempt to or shall alienate, sell, transfer,
assign, pledge or otherwise encumber his benefits under the Plan or any part
thereof, or if by reason of his bankruptcy or other event happening at any time
such benefits would devolve upon anyone else or would not be enjoyed by him,
then Cleveland-Cliffs may terminate his interest in any such benefit and hold or
apply it to or for his benefit or the benefit of his spouse, children or other
person or persons in fact dependent upon him, or any of them, in such a manner
as Cleveland-Cliffs may deem proper; provided, however, that the provisions of
this sentence shall not be applicable to the surviving spouse of any deceased
Participant if Cleveland-Cliffs consent: to such inapplicability, which consent
shall not unreasonably be withheld.

                  C. Employment rights shall not be enlarged or affected hereby.
The Employers shall continue to have the right to discharge or retire a
Participant, with or without cause.

                  D. Notwithstanding any other provisions of this Plan to the
contrary, if Cleveland-Cliffs 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, Cleveland-Cliffs may determine, in its sole discretion, that such
Participant shall cease to be eligible to participate in this Plan. Upon such
determination, the


<PAGE>   10
                                       8

Employer shall make an immediate lump sum payment to the Participant equal to
his then vested Supplemental Benefit. Upon such payment, no benefits 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 Supplemental Benefit shall be deemed to be
cancelled.

                  6. ADOPTION OF SUPPLEMENTAL RETIREMENT BENEFIT PLAN. Any
member of the Controlled Group or any Affiliate which is an employer under the
Pension Plan may become an Employer hereunder with the written consent of
Cleveland-Cliffs if such member or such Affiliate executes an instrument
evidencing its adoption of the Supplemental Retirement Benefit Plan and files a
copy thereof with Cleveland-Cliffs. Such instrument of adoption may be subject
to such terms and conditions as Cleveland-Cliffs requires or approves.

                  7. MISCELLANEOUS. A. The Plan shall be administered by the
plan administrator (the "Administrator"). The Administrator shall have the sole
and absolute discretion to interpret the provisions of the Plan (including,
without limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan), to make
factual findings with respect to any issue arising under the Plan, to determine
the rights and status under the Plan of Participants and other persons, to
decide disputes arising under the Plan and to make any determinations and
findings (including factual findings) with respect to the benefits payable
thereunder and the persons entitled thereto as may be required for the purposes
of the Plan. In furtherance thereof, but without limiting the foregoing, the
Administrator is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Administrator):

                           (1)      To resolve all questions (including factual
                  questions) arising under the provisions of the Plan as
                  to any individual's entitlement to become a
                  Participant;

                           (2) to determine the amount of benefits, if any,
                  payable to any person under the Plan (including to the extent
                  necessary, making factual findings with respect thereto); and

                           (3) to conduct the review procedures specified in
                  paragraph 7.D.

All decisions of the Administrator as to the facts of any case, and the
application thereof to any case, as to the interpretation of any provision of
the Plan or its application to any case, and as to any other interpretative
matter or other determination or question under the Plan shall be final and
binding on all parties affected thereby. The Administrator may, from time to
time,


<PAGE>   11
                                       9

employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who may be counsel to
Cleveland-Cliffs. The Administrator shall have no power to add to, subtract from
or modify any of the terms of the Plan, or to change or add to any benefits
provided under the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan. No member of the Administrator shall
act in respect of his own benefits. All elections, notices and directions under
the Plan by a Participant shall be made on such forms as the Administrator shall
prescribe.

                  B. Cleveland-Cliffs shall be the "Administrator" and the "Plan
Sponsor" under the Plan for purposes of ERISA.

                  C. Except to the extent federal law controls, all questions
pertaining to the construction, validity and effect of the provisions hereof
shall be determined in accordance with the laws of the State of Ohio.

                  D. Whenever there is denied, whether in whole or in part, a
claim for benefits under the Plan filed by any person (herein referred to as the
"Claimant"), the Administrator shall transmit a written notice of such decision
to the Claimant, which notice shall be written in a manner calculated to be
understood by the Claimant and shall contain a statement of the specific reasons
for the denial of the claim and statement advising the Claimant that, within 60
days of the date on which he receives such notice, he may obtain review of such
decision in accordance with the procedures hereinafter set forth. Within such
60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Administrator a written request
therefor, which request shall contain the following information:

                  (1) the date on which the Claimant's request was filed with
         the Administrator; provided, however, that the date on which the
         Claimant's request for review was in fact filed with the Administrator
         shall control in the event that the date of the actual filing is later
         than the date stated by the Claimant pursuant to this paragraph;

                  (2) the specific portions of the denial of his claim which the
         Claimant requests the Administrator to review;

                  (3) a statement by the Claimant setting forth the basis upon
         which he believes the Administrator should reverse the previous denial
         of his claim for benefits and accept his claim as made; and

                  (4) any written material (offered as exhibits) which the
         Claimant desires the Administrator to examine in its consideration of
         his position as stated pursuant to clause (3) above.

Within 60 days of the date determined pursuant to clause (1) above, the
Administrator shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits. Within


<PAGE>   12
                                       10

60 days of the date of such hearing, the Administrator shall render its written
decision on review, written in a manner calculated to be understood by the
Claimant, specifying the reasons and Plan provisions upon which its decision was
based.

                  E. Supplemental Pension Plan Benefits shall be subject to
applicable withholding and such other deductions as shall at the time of payment
be required or appropriate under any Federal, State or Local law. In addition,
Cleveland-Cliffs may withhold from a Participant's "other income" (as
hereinafter defined) any amount required or appropriate to be currently withheld
from such Participant's other income pursuant to any Federal, State or Local
law. For purposes of this subparagraph E, "other income" shall mean any
remuneration currently paid to a Participant by an Employer.

                  8. AMENDMENT AND TERMINATION. A. Cleveland-Cliffs has reserved
and does hereby reserve the right to amend, at any time, any or all of the
provisions of the Supplemental Retirement Benefit Plan for all Employers,
without the consent of any other Employer or any Participant, Beneficiary or any
other person. Any such amendment shall be expressed in an instrument executed by
Cleveland-Cliffs and shall become effective as of the date designated in such
instrument or, if no such date is specified, on the date of its execution.

                  B. Cleveland-Cliffs has reserved, and does hereby reserve, the
right to terminate the Supplemental Retirement Benefit Plan at any time for all
Employers, without the consent of any other Employer or of any Participant,
Beneficiary or any other person. Such termination shall be expressed in an
instrument executed by Cleveland-Cliffs and shall become effective as of the
date designated in such instrument, or if no date is specified, on the date of
its execution. Any other Employer which shall have adopted the Plan may, with
the written consent of Cleveland-Cliffs, elect separately to withdraw from the
Plan and such withdrawal shall constitute a termination of the Plan as to it,
but it shall continue to be an Employer for the purposes hereof as to
Participants or Beneficiaries to whom it owes obligations hereunder. Any such
withdrawal and termination shall be expressed in an instrument executed by the
terminating Employer and shall become effective as of the date designated in
such instrument or, if no date is specified, on the date of its execution.

                  C. Notwithstanding the foregoing provisions hereof, no
amendment or termination of the Supplemental Retirement Benefit Plan shall,
without the consent of the Participant (or, in the case of his death, his
Beneficiary), adversely affect (i) the benefit under the Plan of any Participant
or Beneficiary then entitled to receive a benefit under the Plan or (ii) the
right of any other Participant to receive upon termination of his employment
with the Controlled Group and each Affiliate (or the right of his Beneficiary to
receive upon such Participant's death) that benefit which would have been
received under the Plan if such employment of the Participant had terminated
immediately


<PAGE>   13
                                       11

prior to the amendment or termination of the Plan. Upon any termination of the
Plan, each affected Participant's Supplemental Benefit shall be determined and
distributed to him or, in the case of his death, to his Beneficiary as provided
in paragraph 3 as if the employment of the Participant with the Controlled Group
and each Affiliate had terminated immediately prior to the termination of the
Plan.

         9. EFFECTIVE DATE.  The amended and restated Supplemental Retirement
Benefit Plan shall be effective as of January 1, 1999.

            IN WITNESS WHEREOF, Cleveland-Cliffs Inc, pursuant to the order of
its Board of Directors, has executed this amended and restated Supplemental
Retirement Benefit Plan at Cleveland, Ohio, this 15th day of February, 1999.


                                        CLEVELAND-CLIFFS INC


                                        By /s/ Richard F. Novak
                                          ------------------------------
                                        Vice President - Human Resources


<PAGE>   14
                                       12

                                                                       Exhibit A
                                                                       ---------


PENSION PLANS

Pension Plan for Salaried Employees of Cleveland-Cliffs Inc

Pension Plan for Salaried Employees of the Cleveland-Cliffs Iron
Company and its Associated Employers

Retirement Plan for Salaried Employees of Northshore Mining
Company and Silver Bay Power Company