X0202 3 2007-05-08 0 0000764065 CLEVELAND CLIFFS INC CLF 0001432966 Hawk George W Jr 1100 SUPERIOR AVENUE SUITE 1500 CLEVELAND OH 44114 0 1 0 0 General Counsel & Secretary Common Stock 1150 D Retention Units 2005-2007 Common Shares 540 D Retention Units 2006-2008 Common Shares 510 D Retention Units 2007-2009 Common Shares 975 D The Reporting Person acquired 1,050 shares as Performance Share payouts from the Long Term Incentive Program ("LTI Program") issued out of the Company's 1992 Incentive Equity Plan (as Amended and Restated as of May 13, 1997), a shareholder approved plan. Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period. Represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program covering the period January 1, 2005 through December 31, 2007 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period. Each Retention Unit represents the value of one Common Share of the Company. Represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program covering the period January 1, 2006 through December 31, 2008 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period. Represents a grant of Retention Units to the Reporting Person under the Cleveland-Cliffs Inc Long-Term Incentive Program covering the period January 1, 2007 through December 31, 2009 (Incentive Period). Payment of the Retention Units will be made in cash after the completion of the Incentive Period based upon the employment by the Company of the Reporting Person and the market value of a Common Share of the Company on the last day of the Incentive Period. George W. Hawk, Jr. 2008-06-02