<PAGE>

                                                                    EXHIBIT 4(e)

                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN

                              CLEVELAND-CLIFFS INC

                                   AS ISSUER,

                                       AND

                       MORGAN STANLEY & CO. INCORPORATED,

                              AS INITIAL PURCHASER

                          DATED AS OF JANUARY 21, 2004

<PAGE>

         REGISTRATION RIGHTS AGREEMENT dated as of January 21, 2004 by and
between Cleveland-Cliffs Inc, an Ohio corporation (the "COMPANY"), and Morgan
Stanley & Co. Incorporated, as the initial purchaser (the "INITIAL PURCHASER")
under the Purchase Agreement dated January 14, 2004 (the "PURCHASE AGREEMENT"),
by and between the Company and the Initial Purchaser. In order to induce the
Initial Purchaser to enter into the Purchase Agreement, the Company has agreed
to provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

         The Company agrees with the Initial Purchaser, (i) for its benefit as
Initial Purchaser and (ii) for the benefit of the beneficial owners (including
the Initial Purchaser) from time to time of the Preferred Stock (as defined
herein), the beneficial owners from time to time of the Convertible Debentures
(as defined herein) and the beneficial owners from time to time of the
Underlying Common Shares (as defined herein) issued upon conversion of the
Preferred Stock or the Convertible Debentures (each of the foregoing a "HOLDER"
and together the "HOLDERS"), as follows:

         SECTION 1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:

         "AFFILIATE" means with respect to any specified person, an "affiliate,"
as defined in Rule 144, of such person.

         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(d) hereof.

         "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.

         "CERTIFICATE OF AMENDMENT" means the Certificate of Amendment to the
Company's Articles of Incorporation, dated as of January 21, 2004, setting forth
the preferences and rights, qualifications, limitations and restrictions of the
Preferred Stock.

         "COMMON SHARES" means the common shares, $1.00 par value, of the
Company, any associated Right, as defined in and issued pursuant to the Rights
Agreement, dated as of September 19, 1997 by and between the Company and
Equiserve Trust Company N.A. (as successor to First Chicago Trust Company of New
York), as Rights Agent, and any and all securities of any kind whatsoever of the
Company which are received in exchange for Common Shares or into which the
Common Shares is converted, including the Underlying Common Shares.

         "CONVERSION PRICE" has the meaning assigned such term in the
Certificate of Amendment.

         "CONVERTIBLE DEBENTURES" means the Convertible Subordinated Debentures
of the Company issuable upon exchange for the Preferred Stock.

<PAGE>

         "DAMAGES ACCRUAL PERIOD" has the meaning set forth in Section 2(e)
hereof.

         "DAMAGES PAYMENT DATE" means each January 15, April 15, July 15 and
October 15.

         "DEFERRAL NOTICE" has the meaning set forth in Section 3(i) hereof.

         "DEFERRAL PERIOD" has the meaning set forth in Section 3(i) hereof.

         "DIVIDEND PAYMENT DATE" has the meaning assigned to such term in the
Certificate of Amendment.

         "EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section 2(a)
hereof.

         "EFFECTIVENESS PERIOD" means the period commencing on the date the
Initial Shelf Registration Statement is declared effective and ending on the
date that all Registrable Securities have ceased to be Registrable Securities.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "FILING DEADLINE DATE" has the meaning set forth in Section 2(a)
hereof.

         "HOLDER" has the meaning set forth in the second paragraph of this
Agreement.

         "INDEMNIFIED PARTY" has the meaning set forth in Section 6(c) hereof.

         "INDEMNIFYING PARTY" has the meaning set forth in Section 6(c) hereof.

         "INDENTURE" means the Indenture pursuant to which the Convertible
Debentures will be issued.

         "INITIAL PURCHASER" has the meaning set forth in the preamble to this
Agreement.

         "INITIAL SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(a) hereof.

         "INTEREST PAYMENT DATE" has the meaning set forth in the Indenture.

         "ISSUE DATE" means the first date of original issuance of the Preferred
Stock.

         "LIQUIDATED DAMAGES AMOUNT" has the meaning set forth in Section 2(e)
hereof.

         "LOSSES" has the meaning set forth in Section 6(a) hereof.

         "MATERIAL EVENT" has the meaning set forth in Section 3(i) hereof.

         "NOTICE AND QUESTIONNAIRE" means a written notice delivered to the
Company containing substantially the information called for by the Selling
Securityholder Notice and Questionnaire attached as Annex A to the Offering
Memorandum of the Company dated January 14, 2004 relating to the Preferred
Stock.

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<PAGE>

         "NOTICE HOLDER" means, on any date, any Holder that has delivered a
completed and signed Notice and Questionnaire to the Company on or prior to such
date.

         "OFFERING MEMORANDUM" means the Offering Memorandum relating to the
Preferred Stock dated January 14, 2004

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereof.

         "PREFERRED STOCK" means the 3.25% Redeemable Cumulative Convertible
Perpetual Preferred Stock, Series A-2 without par value of the Company that has
the rights, powers and preferences set forth in the Certificate of Amendment.

         "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference or explicitly deemed to be incorporated by reference in such
Prospectus.

         "RECORD DATE" has the meaning assigned to such term in the Certificate
of Amendment.

         "RECORD HOLDER" means (i) with respect to any Damages Payment Date
relating to any Preferred Stock as to which any such Liquidated Damages Amount
has accumulated, the holder of record of such share of Preferred Stock on the
Record Date with respect to the Dividend Payment Date on which such Damages
Payment Date shall occur, (ii) with respect to any Damages Payment Date relating
to any Convertible Debentures as to which any such Liquidated Damages Amount has
accumulated, the holder of record of such share of Convertible Debentures on the
Record Date with respect to the Interest Payment Date on which such Damages
Payment Date shall occur and (iii) with respect to any Damages Payment Date
relating to the Underlying Common Shares as to which any such Liquidated Damages
Amount has accrued, the registered holder of such Underlying Common Shares on
the Record Date immediately preceding the relevant Damages Payment Date.

         "REGISTRABLE SECURITIES" means the shares of Preferred Stock and any
Convertible Debentures issued in exchange for Preferred Stock until any such
Preferred Stock or Convertible Debentures have been converted into the
Underlying Common Shares and, at all times subsequent to any such conversion,
the Underlying Common Shares and any securities into or for which such
Underlying Common Shares has been converted or exchanged, and any security
issued with respect thereto upon any stock dividend, split or similar event
until, in the case of any such security, (A) the earliest of (i) its effective
registration under the Securities Act and resale in accordance with the
Registration Statement covering it, (ii) expiration of the holding period that
would be applicable thereto under Rule 144(k) to a sale by a non-Affiliate of
the Company or (iii) its sale to the public pursuant to Rule 144 (or any similar
provision then in force, but not Rule 144A), and (B) as a result of the event or
circumstance described in any of the foregoing clauses (A)(i) through (iii), the
legend with respect to transfer restrictions required by the Certificate of
Amendment is removed or removable in accordance with the terms of the
Certificate of Amendment or such legend, as the case may be.

                                       3
<PAGE>

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e)
hereof.

         "REGISTRATION STATEMENT" means any registration statement of the
Company that covers any of the Registrable Securities pursuant to the provisions
of this Agreement including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

         "RESTRICTED SECURITIES" means "Restricted Securities" as defined in
Rule 144.

         "RULE 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "RULE 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a) hereof.

         "SPECIAL COUNSEL" means a nationally recognized law firm experienced in
securities law matters designated by the Company, with the written consent of
the Initial Purchaser (which shall not be unreasonably withheld), the reasonable
fees and expenses of which will be paid by the Company pursuant to Section 5
hereof, or one such other successor counsel as shall be specified by the Holders
of a majority of the Registrable Securities.

         "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(b) hereof.

         "TRANSFER AGENT" means EquiServe Trust Company, N.A., the Transfer
Agent for the Preferred Stock or any successor Transfer Agent pursuant to the
terms of the Certificate of Amendment.

         "UNDERLYING COMMON SHARES" means the Common Shares into which the
Preferred Stock or Convertible Debentures are convertible or that is issued upon
any such conversion.

         SECTION 2. Shelf Registration. (a) The Company shall prepare and file
or cause to be prepared and filed with the SEC, by the date (the "FILING
DEADLINE DATE") ninety (90) days after the Issue Date, a Registration Statement
for an offering to be made on a delayed or continuous basis pursuant to Rule 415
of the Securities Act (a "SHELF REGISTRATION STATEMENT") registering the resale
from time to time by Holders thereof of all of the Registrable Securities (the
"INITIAL SHELF REGISTRATION STATEMENT"). The Initial Shelf Registration
Statement shall be on Form S-3 or another appropriate form permitting
registration of such Registrable Securities for resale by such Holders in
accordance with the methods of distribution elected by the Holders and set forth
in the Initial Shelf Registration Statement. The Company shall use its
reasonable best efforts to

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<PAGE>

cause the Initial Shelf Registration Statement to be declared effective under
the Securities Act as promptly as is practicable but in any event by the date
(the "EFFECTIVENESS DEADLINE DATE") that is one hundred eighty (180) days after
the Issue Date, and, to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period. At the time the
Initial Shelf Registration Statement is declared effective, each Holder that
became a Notice Holder on or prior to the date ten (10) Business Days prior to
such time of effectiveness shall be named as a selling securityholder in the
Initial Shelf Registration Statement and the related Prospectus in such a manner
as to permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law. None of the Company's security
holders (other than the Holders of Registrable Securities) shall have the right
to include any of the Company's securities in the Shelf Registration Statement.

         (b)      If the Initial Shelf Registration Statement or any Subsequent
Shelf Registration Statement ceases to be effective for any reason at any time
during the Effectiveness Period (other than because all Registrable Securities
registered thereunder shall have been resold pursuant thereto or shall have
otherwise ceased to be Registrable Securities), the Company shall use its
reasonable best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within thirty (30) days of
such cessation of effectiveness amend the Shelf Registration Statement in a
manner reasonably expected to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf Registration Statement
covering all of the securities that as of the date of such filing are
Registrable Securities (a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
Subsequent Shelf Registration Statement is filed, the Company shall use its
commercially reasonable best efforts to cause the Subsequent Shelf Registration
Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration
Statement) continuously effective until the end of the Effectiveness Period.

         (c)      The Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to
the registration form used by the Company for such Shelf Registration Statement,
if required by the Securities Act or as necessary to name a Notice Holder as a
selling securityholder pursuant to Section (d) below.

         (d)      Each Holder agrees that if such Holder wishes to sell
Registrable Securities pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(d) and Section
3(i). Each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus agrees to deliver a Notice and
Questionnaire to the Company at least three (3) Business Days prior to any
intended distribution of Registrable Securities under the Shelf Registration
Statement. From and after the date the Initial Shelf Registration Statement is
declared effective, the Company shall, as promptly as practicable after the date
a Notice and Questionnaire is delivered, and in any event upon the later of (x)
ten (10) Business Days after such date or (y) ten (10) Business Days after the
expiration of any Deferral Period in effect when the Notice and Questionnaire is
delivered or put into effect within ten (10) Business Days of such delivery
date:

                  (i)      if required by applicable law, file with the SEC a
         post-effective amendment to the Shelf Registration Statement or prepare
         and, if required by applicable

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<PAGE>

         law, file a supplement to the related Prospectus or a supplement or
         amendment to any document incorporated therein by reference or file any
         other required document so that the Holder delivering such Notice and
         Questionnaire is named as a selling securityholder in the Shelf
         Registration Statement and the related Prospectus in such a manner as
         to permit such Holder to deliver such Prospectus to purchasers of the
         Registrable Securities in accordance with applicable law and, if the
         Company shall file a post-effective amendment to the Shelf Registration
         Statement, use its commercially reasonable best efforts to cause such
         post-effective amendment to be declared effective under the Securities
         Act as promptly as is practicable, but in any event by the date (the
         "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is forty-five (45) days
         after the date such post-effective amendment is required by this clause
         to be filed;

                  (ii)     provide such Holder copies of any documents filed
         pursuant to Section 2(d)(i); and

                  (iii)    notify such Holder as promptly as practicable after
         the effectiveness under the Securities Act of any post-effective
         amendment filed pursuant to Section 2(d)(i);

provided that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section
3(i). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Deferral Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Deferral Period shall be in effect on the Amendment Effectiveness Deadline
Date.

         (e)      The parties hereto agree that the Holders of Registrable
Securities will suffer damages, and that it would not be feasible to ascertain
the extent of such damages with precision, if

                  (i)      the Initial Shelf Registration Statement has not been
         filed on or prior to the Filing Deadline Date,

                  (ii)     the Initial Shelf Registration Statement has not been
         declared effective under the Securities Act on or prior to the
         Effectiveness Deadline Date,

                  (iii)    the Company has failed to perform its obligations set
         forth in Section 2(d) within the time period required therein,

                  (iv)     any post-effective amendment to a Shelf Registration
         Statement filed pursuant to Section 2(d)(i) has not become effective
         under the Securities Act on or prior to the Amendment Effectiveness
         Deadline Date,

                  (v)      the aggregate duration of Deferral Periods in any
         period exceeds the number of days permitted in respect of such period
         pursuant to Section 3(i) hereof, or

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<PAGE>

                  (vi)     the number of Deferral Periods in any period exceeds
         the number permitted in respect of such period pursuant to Section 3(i)
         hereof.

Each event described in any of the foregoing clauses (i) through (vi) is
individually referred to herein as a "REGISTRATION DEFAULT." For purposes of
this Agreement, each Registration Default set forth above shall begin on the
dates set forth in the table set forth below and shall continue until the ending
dates set forth in the table below:

<TABLE>
<CAPTION>
Type of Registration
 Default by Clause                     Beginning Date                       Ending Date
--------------------          --------------------------------   --------------------------------
<S>                           <C>                                <C>
        (i)                   Filing Deadline Date               the date the Initial Shelf
                                                                 Registration Statement is filed

        (ii)                  Effectiveness Deadline Date        the date the Initial Shelf
                                                                 Registration Statement becomes
                                                                 effective under the Securities
                                                                 Act

       (iii)                  the date by which the Company is   the date the Company performs
                              required to perform its            its obligations set forth in
                              obligations under Section 2(d)     Section 2(d)

        (iv)                  the Amendment Effectiveness        the date the applicable
                              Deadline Date                      post-effective amendment to a
                                                                 Shelf Registration Statement
                                                                 becomes effective under the
                                                                 Securities Act

        (v)                   the date on which the aggregate    termination of the Deferral
                              duration of Deferral Periods in    Period that caused the limit on
                              any period exceeds the number of   the aggregate duration of
                              days permitted by Section 3(i)     Deferral Periods to be exceeded

        (vi)                  the date of commencement of a      termination of the Deferral
                              Deferral Period that causes the    Period that caused the number of
                              number of Deferral Periods to      Deferral Periods to exceed the
                              exceed the number permitted by     number permitted by Section 3(i)
                              Section 3(i)
</TABLE>

         Commencing on (and including) any date that a Registration Default has
begun and ending on (but excluding) the next date on which there are no
Registration Defaults that have

                                       7
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occurred and are continuing (a "DAMAGES ACCRUAL PERIOD"), the Company shall pay,
as liquidated damages and not as a penalty, to Record Holders of Registrable
Securities an amount (the "LIQUIDATED DAMAGES AMOUNT") accruing, for each day in
the Damages Accrual Period, (i) in respect of any share of Preferred Stock then
outstanding, at the rate per annum equal to 0.50% of the aggregate liquidation
preference of the Preferred Stock, (ii) in respect of each Convertible Debenture
then outstanding, at a rate per annum equal to 0.50% of the aggregate principal
amount of the Convertible Debentures and (iii) in respect of each share of
Underlying Common Shares then outstanding, at a rate per annum equal to 0.50% of
the Conversion Price in effect on the first day of any such period; provided
that in the case of a Damages Accrual Period that is in effect solely as a
result of a Registration Default of the type described in clause (iii) or (iv)
of the preceding paragraph, such Liquidated Damages Amount shall be paid only to
the Holders (as set forth in the succeeding paragraph) that have delivered
Notices and Questionnaires that caused the Company to incur the obligations set
forth in Section 2(d) the non-performance of which is the basis of such
Registration Default. In calculating the Liquidated Damages Amount on any date
on which no Preferred Stock is outstanding, the Conversion Price and the
Liquidated Damages Amount shall be calculated as if the Preferred Stock were
still outstanding. Notwithstanding the foregoing, no Liquidated Damages Amount
shall cumulate as to any Registrable Security from and after the earlier of (x)
the date such security is no longer a Registrable Security and (y) expiration of
the Effectiveness Period. The rate of accumulation of the Liquidated Damages
Amount with respect to any period shall not exceed the rate provided for in this
paragraph notwithstanding the occurrence of multiple concurrent Registration
Defaults.

         The Liquidated Damages Amount shall cumulate from the first day of the
applicable Damages Accrual Period, and shall be payable in cash on each Damages
Payment Date during the Damages Accrual Period to the Record Holder of the
Registrable Securities on the record date immediately preceding the applicable
Damages Payment Date (and on the Damages Payment Date next succeeding the end of
the Damages Accrual Period if the Damages Accrual Period does not end on a
Damages Payment Date) to the Record Holders of the Registrable Securities as of
the date that such Damages Accrual Period ends; provided, that, in the case of a
Registration Default of the type described in clause (iii) or (iv) of the first
paragraph of this Section 2(e), such Liquidated Damages Amount shall be paid
only to the Holders entitled thereto pursuant to such first paragraph by check
mailed to the address set forth in the Notice and Questionnaire delivered by
such Holder or as otherwise agreed to by the Company and such Holder.
Notwithstanding the foregoing, the parties agree that the sole damages payable
for a violation of the terms of this Agreement shall be the Liquidated Damages
Amount. Nothing shall preclude any Holder from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.

         All of the Company's obligations set forth in this Section 2(e) that
are outstanding with respect to any Registrable Security at the time such
security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such security have been satisfied in full
(notwithstanding termination of this Agreement pursuant to Section 8(k)) or, in
the case of the Liquidated Damages Amount payable on any shares of Preferred
Stock or any Convertible Debentures, until such shares or debentures cease to be
outstanding.

                                       8
<PAGE>

         The parties hereto agree that the Liquidated Damages Amount provided
for in this Section 2(e) constitutes a reasonable estimate of the damages that
may be incurred by Holders of Registrable Securities by reason of the failure of
the Shelf Registration Statement to be filed or declared effective or available
for effecting resales of Registrable Securities in accordance with the
provisions hereof.

         SECTION 3. Registration Procedures. In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:

                  (a)      Prepare and file with the SEC a Registration
         Statement or Registration Statements on any appropriate form under the
         Securities Act available for the sale of the Registrable Securities by
         the Holders thereof in accordance with the intended method or methods
         of distribution thereof, and use its reasonable best efforts to cause
         each such Registration Statement to become effective and remain
         effective as provided herein; provided that before filing any
         Registration Statement or Prospectus or any amendments or supplements
         thereto with the SEC, furnish to the Initial Purchaser and the Special
         Counsel of such offering, if any, copies of all such documents proposed
         to be filed and use its commercially reasonable best efforts to reflect
         in each such document when so filed with the SEC such comments as the
         Initial Purchaser or the Special Counsel, if any, reasonably shall
         propose within five (5) Business Days of the delivery of such copies to
         the Initial Purchaser and the Special Counsel.

                  (b)      Prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the applicable period specified in Section 2(a); cause the related
         Prospectus to be supplemented by any required prospectus supplement,
         and as so supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) under the Securities Act; and use its
         commercially reasonable best efforts to comply with the provisions of
         the Securities Act applicable to it with respect to the disposition of
         all securities covered by such Registration Statement during the
         Effectiveness Period in accordance with the intended methods of
         disposition by the sellers thereof set forth in such Registration
         Statement as so amended or such Prospectus as so supplemented.

                  (c)      As promptly as practicable give notice to the Notice
         Holders, the Initial Purchaser and the Special Counsel, (i) when any
         Prospectus, prospectus supplement, Registration Statement or
         post-effective amendment to a Registration Statement has been filed
         with the SEC and, with respect to a Registration Statement or any
         post-effective amendment, when the same has been declared effective,
         (ii) of any request, following the effectiveness of the Initial Shelf
         Registration Statement under the Securities Act, by the SEC or any
         other federal or state governmental authority for amendments or
         supplements to any Registration Statement or related Prospectus or for
         additional information, (iii) of the issuance by the SEC or any other
         federal or state governmental authority of any stop order suspending
         the effectiveness of any Registration Statement or the initiation or
         threatening of any proceedings for that purpose, (iv) of the receipt by
         the Company of any notification with respect to the suspension of the
         qualification or exemption from qualification of any of the Registrable
         Securities for sale in any jurisdiction or the

                                       9
<PAGE>

         initiation or threatening of any proceeding for such purpose, (v) of
         the occurrence of a Material Event and (vi) of the determination by the
         Company that a post-effective amendment to a Registration Statement
         will be filed with the SEC, which notice may, at the discretion of the
         Company (or as required pursuant to Section 3(i)), state that it
         constitutes a Deferral Notice, in which event the provisions of Section
         3(i) shall apply.

                  (d)      Use its reasonable best efforts to obtain the
         withdrawal of any order suspending the effectiveness of a Registration
         Statement or the lifting of any suspension of the qualification (or
         exemption from qualification) of any of the Registrable Securities for
         sale in any jurisdiction in which they have been qualified for sale, in
         either case at the earliest possible moment, and provide prompt notice
         to each Notice Holder and the Initial Purchaser of the withdrawal of
         any such order.

                  (e)      If reasonably requested by the Initial Purchaser or
         any Notice Holder, as promptly as practicable incorporate in a
         prospectus supplement or post-effective amendment to a Registration
         Statement such information as the Initial Purchaser and the Special
         Counsel, or such Notice Holder shall on the basis of an opinion of
         nationally-recognized counsel experienced in such matters, determine to
         be required to be included therein by applicable law and make any
         required filings of such prospectus supplement or post-effective
         amendment.

                  (f)      As promptly as practicable furnish to each Notice
         Holder, the Special Counsel and the Initial Purchaser, without charge,
         at least one (1) conformed copy of the Registration Statement and any
         amendment thereto, including exhibits and all documents incorporated or
         deemed to be incorporated therein by reference.

                  (g)      During the Effectiveness Period, deliver to each
         Notice Holder, the Special Counsel, if any, and the Initial Purchaser,
         in connection with any sale of Registrable Securities pursuant to a
         Registration Statement, without charge, as many copies of the
         Prospectus or Prospectuses relating to such Registrable Securities
         (including each preliminary prospectus) and any amendment or supplement
         thereto as such Notice Holder may reasonably request; to provide a
         "reasonable number" of copies thereof to the New York Stock Exchange as
         contemplated by Rule 153 under the Securities Act; and the Company
         hereby consents (except during such periods that a Deferral Notice is
         outstanding and has not been revoked) to the use of such Prospectus or
         each amendment or supplement thereto by each Notice Holder in
         connection with any offering and sale of the Registrable Securities
         covered by such Prospectus or any amendment or supplement thereto in
         the manner set forth therein.

                  (h)      Prior to any public offering of the Registrable
         Securities pursuant to a Registration Statement, use its commercially
         reasonable best efforts to register or qualify or cooperate with the
         Notice Holders and the Special Counsel in connection with the
         registration or qualification (or exemption from such registration or
         qualification) of such Registrable Securities for offer and sale under
         the securities or Blue Sky laws of such jurisdictions within the United
         States as any Notice Holder reasonably requests in writing (which
         request may be included in the Notice and Questionnaire); prior to any
         public offering of the Registrable Securities pursuant to the Shelf
         Registration Statement, use its

                                       10
<PAGE>

         commercially reasonable best efforts to keep each such registration or
         qualification (or exemption therefrom) effective during the
         Effectiveness Period in connection with such Notice Holder's offer and
         sale of Registrable Securities pursuant to such registration or
         qualification (or exemption therefrom) and do any and all other acts or
         things reasonably necessary or advisable to enable the disposition in
         such jurisdictions of such Registrable Securities in the manner set
         forth in the relevant Registration Statement and the related
         Prospectus; provided that the Company will not be required to (i)
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to qualify but
         for this Agreement or (ii) take any action that would subject it to
         general service of process in suits or to taxation in any such
         jurisdiction where it is not then so subject.

                  (i)      Upon (A) the issuance by the SEC of a stop order
         suspending the effectiveness of the Shelf Registration Statement or the
         initiation of proceedings with respect to the Shelf Registration
         Statement under Section 8(d) or 8(e) of the Securities Act, (B) the
         occurrence of any event or the existence of any fact (a "MATERIAL
         EVENT") as a result of which any Registration Statement shall contain
         any untrue statement of a material fact or omit to state any material
         fact required to be stated therein or necessary to make the statements
         therein not misleading, or any Prospectus shall contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, or (C) the occurrence or existence of any pending
         corporate development that, in the reasonable discretion of the
         Company, makes it appropriate to suspend the availability of the Shelf
         Registration Statement and the related Prospectus for a discrete period
         of time:

                           (i)      in the case of clause (B) above, subject to
                  clause (ii) below, as promptly as practicable prepare and
                  file, if necessary pursuant to applicable law, a
                  post-effective amendment to such Registration Statement or a
                  supplement to the related Prospectus or any document
                  incorporated therein by reference or file any other required
                  document that would be incorporated by reference into such
                  Registration Statement and Prospectus so that such
                  Registration Statement does not contain any untrue statement
                  of a material fact or omit to state any material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading, and such Prospectus does not contain
                  any untrue statement of a material fact or omit to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading, as thereafter
                  delivered to the purchasers of the Registrable Securities
                  being sold thereunder, and, in the case of a post-effective
                  amendment to a Registration Statement, subject to the next
                  sentence, use its commercially reasonable best efforts to
                  cause it to be declared effective as promptly as is
                  practicable, and

                           (ii)     give notice to the Notice Holders, and the
                  Special Counsel, if any, that the availability of the Shelf
                  Registration Statement is suspended (a "DEFERRAL NOTICE") and,
                  upon receipt of any Deferral Notice, each Notice Holder agrees
                  not to sell any Registrable Securities pursuant to the
                  Registration

                                       11
<PAGE>

                  Statement until such Notice Holder's receipt of copies of the
                  supplemented or amended Prospectus provided for in clause (i)
                  above, or until it is advised in writing by the Company that
                  the Prospectus may be used, and has received copies of any
                  additional or supplemental filings that are incorporated or
                  deemed incorporated by reference in such Prospectus.

                  The Company will use its commercially reasonable best efforts
         to ensure that the use of the Prospectus may be resumed (x) in the case
         of clause (A) above, as promptly as is practicable, (y) in the case of
         clause (B) above, as soon as, in the sole judgment of the Company,
         public disclosure of such Material Event would not be prejudicial to or
         contrary to the interests of the Company or, if necessary to avoid
         unreasonable burden or expense, as soon as practicable thereafter and
         (z) in the case of clause (C) above, as soon as in the reasonable
         discretion of the Company, such suspension is no longer appropriate.
         The Company shall be entitled to exercise its right under this Section
         3(i) to suspend the availability of the Shelf Registration Statement or
         any Prospectus, without incurring or accruing any obligation to pay
         liquidated damages pursuant to Section 2(e), no more than one (1) time
         in any three month period or three (3) times in any twelve month
         period, and any such period during which the availability of the
         Registration Statement and any Prospectus is suspended (the "DEFERRAL
         PERIOD") shall, without incurring any obligation to pay liquidated
         damages pursuant to Section 2(e), not exceed 30 days; provided that the
         aggregate duration of any Deferral Periods shall not exceed 30 days in
         any three month period or 90 days in any twelve (12) month period.

                  (j)      If requested in writing in connection with a
         disposition of Registrable Securities pursuant to a Registration
         Statement and upon three (3) Business Days' prior notice, make
         reasonably available for inspection during normal business hours by a
         representative for the Notice Holders of such Registrable Securities,
         any broker-dealers, attorneys and accountants retained by such Notice
         Holders, and any attorneys or other agents retained by a broker-dealer
         engaged by such Notice Holders, all relevant financial and other
         records and pertinent corporate documents and properties of the Company
         and its subsidiaries, and cause the appropriate officers, directors and
         employees of the Company and its subsidiaries to make reasonably
         available for inspection during normal business hours on reasonable
         notice all relevant information reasonably requested by such
         representative for the Notice Holders, or any such broker-dealers,
         attorneys or accountants in connection with such disposition, in each
         case as is customary for similar "DUE DILIGENCE" examinations; provided
         that such persons shall first agree in writing with the Company that
         any information that is reasonably and in good faith designated by the
         Company in writing as confidential at the time of delivery of such
         information shall be kept confidential by such persons and shall be
         used solely for the purposes of exercising rights under this Agreement,
         unless (i) disclosure of such information is required by court or
         administrative order or is necessary to respond to inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by law (including any disclosure requirements pursuant to federal
         securities laws in connection with the filing of any Registration
         Statement or the use of any prospectus referred to in this Agreement),
         (iii) such information becomes generally available to the public other
         than as a result of a disclosure or failure to safeguard by any such
         person or (iv) such information becomes available to any such person
         from a source other than the Company and such source is

                                       12
<PAGE>

         not bound by a confidentiality agreement, and provided further that the
         foregoing inspection and information gathering shall, to the greatest
         extent possible, be coordinated on behalf of all the Notice Holders and
         the other parties entitled thereto by Special Counsel.

                  (k)      Comply with all applicable rules and regulations of
         the SEC and make generally available to its securityholders earning
         statements (which need not be audited) satisfying the provisions of
         Section 11(a) of the Securities Act and Rule 158 thereunder (or any
         similar rule promulgated under the Securities Act) for a 12-month
         period commencing on the first day of the first fiscal quarter of the
         Company commencing after the effective date of a Registration
         Statement, which statements shall be made available no later than 45
         days after the end of the 12-month period or 90 days if the 12-month
         period coincides with a fiscal year of the Company.

                  (l)      Cooperate with each Notice Holder to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Securities sold or to be sold pursuant to a Registration
         Statement, which certificates shall not bear any restrictive legends,
         and cause such Registrable Securities to be in such denominations as
         are permitted by the Certificate of Amendment and registered in such
         names as such Notice Holder may request in writing at least three (3)
         Business Days prior to any sale of such Registrable Securities.

                  (m)      Provide a CUSIP number for all Registrable Securities
         covered by each Registration Statement not later than the effective
         date of such Registration Statement and provide the Transfer Agent and
         the transfer agent for the Common Shares with printed certificates for
         the Registrable Securities that are in a form eligible for deposit with
         The Depository Trust Company.

                  (n)      Cooperate and assist in any filings required to be
         made with the National Association of Securities Dealers, Inc. or the
         New York Stock Exchange, Inc.

                  (o)      Upon (i) the filing of the Initial Shelf Registration
         Statement and (ii) the effectiveness of the Initial Shelf Registration
         Statement, announce the same, in each case by release to Reuters
         Economic Services and Bloomberg Business News or other reasonable means
         of distribution.

         SECTION 4. Holder's Obligations. Each Holder agrees, by acquisition of
the Registrable Securities, that no Holder shall be entitled to sell any of such
Registrable Securities pursuant to a Registration Statement or to receive a
Prospectus relating thereto, unless such Holder has furnished the Company with a
Notice and Questionnaire as required pursuant to Section 2(d) hereof (including
the information required to be included in such Notice and Questionnaire) and
the information set forth in the next sentence. Each Notice Holder agrees
promptly to furnish to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such Notice
Holder not misleading and any other information regarding such Notice Holder and
the distribution of such Registrable Securities as the Company may from time to
time reasonably request. Any sale of any Registrable Securities by any Holder
shall constitute a representation and warranty by such Holder that the
information

                                       13
<PAGE>

relating to such Holder and its plan of distribution is as set forth in the
Prospectus delivered by such Holder in connection with such disposition, that
such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact relating to or provided by such Holder or its plan
of distribution and that such Prospectus does not as of the time of such sale
omit to state any material fact relating to or provided by such Holder or its
plan of distribution necessary to make the statements in such Prospectus, in the
light of the circumstances under which they were made, not misleading.

         SECTION 5. Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance by the Company of its
obligations under Sections 2 and 3 of this Agreement whether or not any
Registration Statement is declared effective. Such fees and expenses shall
include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the National Association of Securities Dealers, Inc. or New York Stock
Exchange Inc. and (y) of compliance with federal and state securities or Blue
Sky laws (including, without limitation, reasonable fees and disbursements of
the Special Counsel (not to exceed $15,000) in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate), (ii) printing
expenses (including, without limitation, expenses of printing certificates for
Registrable Securities in a form eligible for deposit with The Depository Trust
Company), (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, (iv) reasonable fees
and disbursements of counsel for the Company and the Special Counsel in
connection with the Shelf Registration Statement (provided that the Company
shall not be liable for the fees and expenses of more than one separate firm for
all parties participating in any transaction hereunder), (v) reasonable fees and
disbursements of the Transfer Agent and of the registrar and transfer agent for
the Common Shares and (vi) Securities Act liability insurance obtained by the
Company in its sole discretion. In addition, the Company shall pay the internal
expenses of the Company (including, without limitation, all salaries and
expenses of officers and employees performing legal or accounting duties), the
expense of any annual audit, the fees and expenses incurred in connection with
the listing by the Company of the Registrable Securities on any securities
exchange on which similar securities of the Company are then listed and the fees
and expenses of any person, including special experts, retained by the Company.
Notwithstanding the provisions of this Section 5, each seller of Registrable
Securities shall pay selling expenses and all registration expenses to the
extent required by applicable law.

         SECTION 6. Indemnification.

         (a)      Indemnification by the Company. The Company shall indemnify
and hold harmless each Notice Holder and each person, if any, who controls any
Notice Holder (within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act) from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) (collectively, "LOSSES") caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), or caused by any omission or alleged

                                       14
<PAGE>

omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such Losses are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon information relating to the Holders furnished to the Company in
writing by or on behalf of a Holder or any underwriter (in the case of an
underwritten offering) expressly for use therein; provided that if any Losses
arise out of or are based upon an untrue statement, alleged untrue statement,
omission or alleged omission contained in any preliminary prospectus that did
not appear in the final prospectus, the Company shall not have any liability
with respect thereto to any Holder if any Holder delivered a copy of the
preliminary prospectus to the person alleging such Losses and failed to deliver
a copy of the final prospectus, as amended or supplemented if it has been
amended or supplemented, to such person at or prior to the written confirmation
of the sale to that person.

         (b)      Indemnification by Holders. Each Holder agrees severally and
not jointly to indemnify and hold harmless the Company, the directors of the
Company, the officers of the Company who sign the Registration Statement, and
each person, if any, who controls the Company (within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act) each
underwriter and each person who controls any underwriter within the meaning of
the Securities Act (in the case of an underwritten offering), and any other
Holder, from and against all Losses caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or
any amendment thereof, any preliminary prospectus or the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only with reference to information
relating to such Holder furnished to the Company in writing by or on behalf of
such Holder expressly for use in such Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto. In no event
shall the liability of any Holder hereunder be greater in amount than the dollar
amount of the proceeds received by such Holder upon the sale of the Registrable
Securities pursuant to the Registration Statement giving rise to such
indemnification obligation.

         (c)      Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 6(a) or
6(b) hereof, such person (the "INDEMNIFIED PARTY") shall promptly notify the
person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same

                                       15
<PAGE>

jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Holders and all persons, if any, who
control any Holder within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act and (ii) the fees and expenses of more than
one separate firm (in addition to any local counsel) for the Company, its
directors, its officers who sign the Registration Statement and each person, if
any, who controls the Company within the meaning of either such Section, and
that all such fees and expenses shall be reimbursed as they are incurred. In the
case of any such separate firm for the Holders and such control persons of any
Holders, such firm shall be designated in writing by the Holders of a majority
(with Holders of Preferred Stock or Convertible Debentures deemed to be the
Holders, for purposes of determining such majority, of the number of shares of
Underlying Common Shares or Convertible Debentures into which such Preferred
Stock are or would be convertible as of the date on which such designation is
made) of the Registrable Securities covered by the Registration Statement held
by Holders that are indemnified parties pursuant to Section 6(a). In the case of
any such separate firm for the Company, and such directors, officers and control
persons of the Company, such firm shall be designated in writing by the Company.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.

         (d)      Contribution. To the extent that the indemnification provided
for in Section 6(a) or 6(b) is unavailable to an indemnified party or
insufficient in respect of any Losses referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party or parties on the other
hand from the offering of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and of the indemnified party or parties on the other
hand in connection with the statements or omissions that resulted in such
Losses, as well as any other relevant equitable considerations. Benefits
received by the Company shall be deemed to be equal to the total net proceeds
from the initial placement pursuant to the Purchase Agreement (after deducting
expenses) of the Registrable Securities to which such Losses relate. Benefits
received by any Holder shall be deemed to be equal to the

                                       16
<PAGE>

value of receiving Registrable Securities that are registered under the
Securities Act. The relative fault of the Holders on the one hand and the
Company on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by or on behalf of the Holders or by the Company, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Holders' respective obligations to
contribute pursuant to this paragraph are several in proportion to the
respective number of Registrable Securities they have sold pursuant to a
Registration Statement, and not joint.

         The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the Losses referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding this Section 6(d), an indemnifying party that
is a selling Holder shall not be required to contribute any amount in excess of
the amount by which the total price at which the Registrable Securities sold by
such indemnifying party and distributed to the public were offered to the public
exceeds the amount of any damages that such indemnifying party has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.

         (e)      The indemnity, contribution and expense reimbursement
obligations of the parties hereunder shall be in addition to any liability any
indemnified party may otherwise have hereunder, under the Purchase Agreement or
otherwise.

         (f)      The indemnity and contribution provisions contained in this
Section 6 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder, or the Company, or the
Company's officers or directors or any person controlling the Company and (iii)
the sale of any Registrable Securities by any Holder.

         SECTION 7. Information Requirements. The Company covenants that, if at
any time before the end of the Effectiveness Period the Company is not subject
to the reporting requirements of the Exchange Act, it will cooperate with any
Holder and take such further reasonable action as any Holder may reasonably
request in writing (including, without limitation, making such reasonable
representations as any such Holder may reasonably request), all to the extent
required from time to time to enable such Holder to sell Registrable Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 and Rule 144A and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of
any Holder, the Company shall deliver to such Holder a written

                                       17
<PAGE>

statement as to whether it has complied with such filing requirements, unless
such a statement has been included in the Company's most recent report filed
pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities (other than the Common Shares) under any section
of the Exchange Act.

         SECTION 8. Miscellaneous.

         (a)      No Conflicting Agreements. The Company is not, as of the date
hereof, a party to, nor shall it, on or after the date of this Agreement, enter
into, any agreement with respect to its securities that conflicts with the
rights granted to the Holders in this Agreement. The Company represents and
warrants that the rights granted to the Holders hereunder do not in any way
conflict with the rights granted to the holders of the Company's securities
under any other agreements.

         (b)      Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of Holders
of a majority of the then outstanding Underlying Common Shares constituting
Registrable Securities (with Holders of Preferred Stock or Convertible
Debentures deemed to be the Holders, for purposes of this Section, of the number
of outstanding shares of Underlying Common Shares into which such Preferred
Stock or Convertible Debentures is or would be convertible as of the date on
which such consent is requested). Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a
majority of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided, that the provisions of this sentence may
not be amended, modified, or supplemented except in accordance with the
provisions of the immediately preceding sentence. Each Holder of Registrable
Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such
amendment, modification, supplement, waiver or consent effected pursuant to this
Section 8(b), whether or not any notice, writing or marking indicating such
amendment, modification, supplement, waiver or consent appears on the
Registrable Securities or is delivered to such Holder.

         (c)      Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, by telecopier, by
courier guaranteeing overnight delivery or by first-class mail, return receipt
requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the
parties as follows:

                  (i)      if to a Holder, at the most current address given by
         such Holder to the Company in a Notice and Questionnaire or any
         amendment thereto;

                                       18
<PAGE>

                  (ii)     if to the Company, to:

                           Cleveland-Cliffs Inc
                           1100 Superior Avenue
                           Cleveland, Ohio 44114
                           Attention: Vice-President, Secretary and General
                             Counsel
                           Telephone: 216-694-5470

                           with a copy to (which shall not constitute notice to
                             the Company):
                           Jones Day
                           North Point
                           901 Lakeside Avenue
                           Cleveland, Ohio 44114
                           Attention: David P. Porter

                  (iii)    if to the Initial Purchaser, to:

                           Morgan Stanley & Co. Incorporated
                           1585 Broadway
                           New York, New York 10036
                           Attention: Equity Capital Markets
                           Telecopy No.: (212) 761-0538

or to such other address as such person may have furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

         (d)      Approval of Holders. Whenever the consent or approval of
Holders of a specified percentage of Registrable Securities is required
hereunder, Registrable Securities held by the Company or its affiliates (as such
term is defined in Rule 405 under the Securities Act) (other than the Initial
Purchaser or subsequent Holders if such subsequent Holders are deemed to be such
affiliates solely by reason of their holdings of such Registrable Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

         (e)      Successors and Assigns. Any person who purchases any
Registrable Securities from the Initial Purchaser shall be deemed, for purposes
of this Agreement, to be an assignee of the Initial Purchaser. This Agreement
shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties and shall inure to the benefit of and be binding upon each
Holder of any Registrable Securities.

         (f)      Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

         (g)      Headings. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.

                                       19
<PAGE>

         (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (i)      Severability. If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their commercially
reasonable best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

         (j)      Entire Agreement. This Agreement is intended by the parties as
a final expression of their agreement and is intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities. This Agreement supersedes all prior agreements and
undertakings among the parties with respect to such registration rights. No
party hereto shall have any rights, duties or obligations other than those
specifically set forth in this Agreement. In no event will such methods of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.

         (k)      Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the end of the Effectiveness Period, except for
any liabilities or obligations under Section 4, 5 or 6 hereof and the
obligations to make payments of and provide for the Liquidated Damages Amount
under Section 2(e) hereof to the extent such damages cumulate prior to the end
of the Effectiveness Period, each of which shall remain in effect in accordance
with its terms.

                                       20
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                       CLEVELAND-CLIFFS INC

                                       By /s/ Donald J. Gallagher
                                          --------------------------------------
                                          Name:  Donald J. Gallagher
                                          Title: Senior Vice President - Chief
                                                 Financial Officer and Treasurer

         Confirmed and accepted as of
         the date first above written:

         MORGAN STANLEY & CO. INCORPORATED

         By /s/ Trevor R. Burgess
            ----------------------------
            Name:  Trevor R. Burgess
            Title: Executive Director