EX-10.(b)






Exhibit 10(b)




FIRST AMENDMENT

TO

CLEVELAND-CLIFFS INC 2007 INCENTIVE EQUITY PLAN




RECITALS




WHEREAS, Cleveland-Cliffs Inc, an Ohio corporation, with the approval of the Board of
Directors of the Company on March 13, 2007, and the approval of the Company’s shareholders on July
27, 2007, established the Cleveland-Cliffs Inc 2007 Incentive Equity Plan, effective as of March
13, 2007;



WHEREAS, the Plan was adopted by the Board of Directors to replace the Company’s existing
long-term equity incentive plans in a manner substantially consistent with economic and
philosophical intent of the Company’s then-current long-term incentive equity compensation program;



WHEREAS, the Board of Directors now recognizes that an error occurred when the final written
version of the Plan was prepared in terms of capturing in written form the specific understandings
and intentions of the Board of Directors (the “Error”);



WHEREAS, Board of Directors believes in good faith that it is in the best interests of the
Company and its shareholders to identify and correct the Error at this time through an amendment to
the Plan;



WHEREAS, the Board of Directors now desires to amend the Plan as follows to identify and
correct the Error as set forth herein (the “First Amendment”); and



WHEREAS, the Board of Directors has approved this First Amendment in accordance with Section
14.1 of the Plan.



AMENDMENT




NOW, THEREFORE, the Plan is hereby amended by this First Amendment, effective as of the date
written below, as follows:




	 	1.	 	The following Section 1.2(ca) is hereby added to the Plan between Sections
1.2(c) and 1.2(d) of the Plan as follows:






“(ca) The words “Business Combination” have the meaning set forth herein in
Section 12.1.”



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	 	2.	 	The following Section 1.2(qa) is hereby added to the Plan between Sections
1.2(q) and 1.2(r) of the Plan as follows:






“(qa) The words “Incumbent Board” have the meaning set forth herein in Section
12.1.”




	 	3.	 	Section 12.1 of the Plan is hereby amended and restated to read, in its
entirety, as follows:






“12.1 Change in Control Defined. The words “Change in Control” mean the occurrence
during the Term of any of the following events:




(a) Any one person, or more than one person acting as a group, acquires
ownership of stock of the Company that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting
power of the stock of the Company. However, if any one person, or more than one
person acting as a group, is considered to own more than 50% of the total fair
market value or total voting power of the stock of the Company, the acquisition of
additional stock by the same person or persons is not considered to cause a Change
in Control. An increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which the Company
acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this Section 12.1. This Section 12.1 applies only when there
is a transfer of stock of the Company (or issuance of stock of the Company) and
stock in the Company remains outstanding after the transaction.




(b) Any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Company possessing
35% or more of the total voting power of the stock of the Company.




(c) A majority of members of the Board of Directors is replaced during any
12-month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Board of Directors prior to the date of the
appointment or election.




(d) Any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a total
gross fair market value equal to or more than 40% of the total gross fair market
value of all of the assets of the Company immediately prior to such acquisition or
acquisitions.




Notwithstanding the foregoing, for purposes of this Section 12.1, any acquisition of
ownership of stock of the Company by any one person, or more than one person acting
as a group, pursuant to a Business Combination shall not constitute a Change in
Control. A “Business Combination” shall mean any business transaction such as a
reorganization, merger or consolidation involving the Company, a sale or other
disposition of all or substantially all of the assets of the Company, or any other
transaction involving the Company, if, in each case, immediately following any such
business transaction, (A) all or substantially all of the individuals and entities
who were the beneficial owners of stock of the Company immediately prior to such
business transaction beneficially own, directly or indirectly, more than 55% of the
combined voting power of the then outstanding shares of stock of the entity
resulting from such business transaction (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 transaction, of the stock of the Company, (B) no
one person, or more than one person acting as a group (other than the Company, such
entity resulting from such business transaction, or any employee benefit plan (or
related trust) sponsored or maintained by the Company, any Subsidiary or such entity
resulting from such business transaction), beneficially owns, directly or
indirectly, 30% or more of the combined voting power of the then outstanding shares
of stock of the entity resulting from such business transaction, and (C) at least a
majority of the members of the board of directors of the entity resulting from such
business transaction were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board of Directors
providing for such business transaction.




The “Incumbent Board” shall mean those individuals who, as of August 11, 2008,
constitute the Board of Directors; provided, however, that any individual becoming a
Director subsequent to August 11, 2008 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 (as described in Rule 14a-12(c) 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
of Directors.




For purposes of this Section 12.1, other than the definition of “Business
Combination,” (i) persons will be considered to be acting as a group if they are
owners of a corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with the Company, and (ii) if
a person, including an entity, owns stock in both corporations that enter into a
merger, consolidation, purchase or acquisition of stock, or similar transaction,
such shareholder is considered to be acting as a group with other shareholders in a
corporation prior to the transaction giving rise to the change and not with respect
to the ownership interest in the other corporation.”




	 	4.	 	Except as amended by this First Amendment, the Plan shall remain in full force
and effect.






	 	5.	 	Capitalized terms used but not defined herein shall have the respective
meanings ascribed thereto in the Plan.





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Executed in Cleveland, Ohio, as of August 11, 2008.



	 	 	 
	CLEVELAND-CLIFFS INC	 	 
	By: /s/ Joseph A. Carrabba

	Name: Joseph A. Carrabba

	Title: Chairman, President and Chief

	Executive Officer

	 	

	And: /s/ George W. Hawk, Jr.

	Name: George W. Hawk, Jr.

	Title: General Counsel and Secretary








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