Exhibit 10 (c)




                      CLEVELAND-CLIFFS INC AND SUBSIDIARIES
                      MANAGEMENT PERFORMANCE INCENTIVE PLAN
                                     SUMMARY

                            EFFECTIVE JANUARY 1, 2000

1.      The Management Performance Incentive Plan ("MPI Plan") provides a
        significant financial incentive for designated management employees of
        Cleveland-Cliffs Inc and subsidiaries ("Company") to maximize Company,
        unit, and personal performance in achieving current results and longer
        range objectives. The Plan is designed to place a significant portion of
        annual compensation at risk with performance and to provide above
        average compensation for outstanding performance.

2.      The MPI Plan is administered by the Company's Compensation and
        Organization Committee ("Committee") which is composed of non-employee
        Directors, none of whom are eligible to participate in the Plan.

3.      Participants in the Plan are officers and salaried employees in
        designated management positions. The number of designated management
        positions is controlled through the salaried position classification
        process to maintain an efficient ratio of management to non-management
        employees.

4.      Each position is classified in a salary grade based on a study of
        national compensation data and internal organizational relationships.
        Position classifications are periodically reviewed to maintain a
        compensation level which is competitive with similar positions in
        similar companies. The general objective is to establish salary grades
        based on 50th percentile of survey data.

5.      The study of national compensation data includes determination of
        typical performance bonus payments for management positions at various
        responsibility levels. This data is used to determine a competitive
        percentage "target bonus" based upon the salary range midpoint. All jobs
        in a salary grade have the same target bonus. The percentage targets may
        be revised periodically according to survey data.



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6.      The Chief Executive Officer ("CEO") approves the classification, salary
        range, and percentage target bonus for all management positions except
        officer positions of Secretary rank and higher, which are approved by
        the Committee. The Committee is provided a list of all position
        classifications, salary ranges and target bonuses annually.

7.      Each year the Committee will approve a bonus funding structure which
        will be used to determine the participants' bonus pool for the then
        current year based on the Company's performance as measured by pre-tax
        return on net assets (EBT RONA). The levels of EBT RONA required under
        the bonus funding structure will be calibrated each year based upon the
        current business environment with a minimum bonus opportunity threshold
        approximately equal to the Company's royalty and management fee income.
        Upside bonus payments (beyond threshold) are based upon business plan
        targets for the year. Notwithstanding the established EBT/RONA levels
        for such year, and if otherwise warranted, the Committee has the
        discretion to approve a bonus pool of up to 35% of the target bonus for
        elected officers and up to 50% of the target bonus for management
        positions

8.      In the January following the close of each year, the participants' bonus
        pool will be determined using the EBT RONA bonus funding formula. Such
        funded pool can be zero and cannot exceed 300% of the officers'
        aggregate target bonuses and cannot exceed 200% of the non-officers'
        aggregate target bonuses. Of the funded pool, 75% will be distributed to
        participants on a ratable basis according to their target bonuses. The
        remaining 25% of the funded pool will be distributed based upon a
        judgment by the CEO and Committee as to how well each participant's
        performance has supported the Company in meeting its strategic
        objectives for the year. Upon the approval of the Committee, an
        additional bonus pool of 10% of target bonuses will be set aside for
        distribution at the discretion of the CEO. When used, discretionary
        awards will reward participants whose contributions to achievement of
        strategic objectives exceeded all expectations.

9.      At the discretion of the Committee and subject to the availability of
        authorized stock, awards may be made in cash or shares of the Company's
        stock or a combination thereof, and restrictions may be placed on the
        vesting of any stock award.

10.     Generally, bonus payments to participants will be made by the end of
        February for the prior calendar year after audited financial results are
        determined.

11.     Following designation as a participant in the Plan and prior to the
        payment of a bonus, neither the participant nor the estate or anyone
        claiming through such participant has any right to share in the bonus
        pool for such year. However, the Plan provides, at the sole discretion
        of the Committee and CEO, that awards may be made to a participant whose
        employment terminates during the calendar year


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        or to the participant's beneficiaries when circumstances warrant
        favorable consideration for an award for such year.

12.     A participant has no right, title or interest in any assets of the
        Company and subsidiaries by reason of any award made pursuant to this
        Plan and such award reflects only an unsecured contractual obligation to
        make the payment to the participant of the approved award under the
        terms and conditions of the Plan.

13.     The Board of Directors may modify or terminate this Plan at any time.




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