MODIFICATIONS TO SUPPLY AGREEMENT

Exhibit 10.1

CONFIDENTIAL TREATMENT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.

Cleveland-Cliffs Inc

April 12, 2006

Mr. Matthew A. Bernstein
Vice President-Procurement
Mittal Steel USA
3300 Dickey Road
East Chicago, IN 46312

Dear Matt:

          This letter confirms the agreements that were reached between Mike Rippey and you, representing Mittal Steel USA, and Don Gallagher and me, representing Cleveland-Cliffs, on Monday, March 20, in your offices.  In that regard, it modifies the three existing contracts for Cliffs’ supply of iron ore pellets to Mittal Steel USA-Cleveland and Indiana Harbor West, Mittal Steel USA-Indiana Harbor East and Mittal Steel USA-Weirton.  These three contracts will remain in effect, but the agreement reached between Mittal Steel USA and Cliffs, as memorialized in this letter and thereafter incorporated into a definitive agreement, will serve as an umbrella agreement that will amend and override the three separate contracts in the following respects:

          1.      Minimum Annual Tonnage Purchase Obligation.    Mittal will purchase from Cliffs for use at any Mittal facility iron ore pellets in the following minimum amounts in the following calendar years (January 1 to December 31):

These minimum tonnage amounts include the tonnage that Mittal purchases from the Empire Iron Mining Partnership for its Indiana Harbor East facility but exclude the tonnage that Mittal receives in connection with its equity interest in the Hibbing Taconite Joint Venture.  In the event Mittal nominates tonnage from the Wabush Mines Joint Venture under the Indiana Harbor East contract in any year and such tonnage is not available due to reasons of (i) force majeure, as defined in the Indiana Harbor East contract, or (ii) as a result of mine closure, then Mittal’s [ ** ] million gross ton annual purchase obligation and Cliffs’ corresponding obligation to sell [ ** ] million gross tons in such year shall not be reduced.  Except to the extent provided for in Section 3 of this letter agreement, Mittal will be required to pay for any portion of the minimum tonnage that it is required to take under this Section 1 but does not take.

CONFIDENTIAL TREATMENT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSIONS.

          2.      Pricing.    The price to be paid for the tonnage will be determined by the contract applicable to the facility to which the tonnage is delivered.  Except as provided in Section 3 below, the price to be paid for any tonnage not taken by Mittal that is required to be taken under Section 1 above will be the price in effect for the calendar year in which Mittal is required to take such tonnage at the Mittal facility to which the smallest portion of the minimum tonnage is delivered for that calendar year.  In the event that any tonnage is directed to any facilities other than Indiana Harbor East, Indiana Harbor West, Cleveland or Weirton, pricing will be agreed to in advance and will be based on either Mittal Steel USA-Cleveland and Indiana Harbor West or Mittal Steel USA-Indiana Harbor East contracts.

          3.      Tonnage Deferral and Buyout Options.    Down-opt modifications to the above minimum annual tonnage purchase obligations may be made by Mittal as follows.  In 2006, Mittal may elect to buy out up to [ ** ] million tons at [***** ] per gross ton.  In the calendar years 2007, 2008 and 2009, Mittal may defer up to [ *** ] of the [ ** ] million gross ton minimum purchase obligation ([ ******* ] gross tons) into the following calendar year, which then is added to the following calendar year’s minimum tonnage purchase obligation.  Furthermore, in the calendar years 2007, 2008 and 2009, Mittal may buy out up to [ ** ] of the [ ** ] million gross ton minimum purchase obligation ([ ******* ] gross tons) at [**** ] per gross ton.  If Mittal exercises the deferral right in any of the calendar years 2007, 2008 or 2009, the deferred tonnage must either (i) be purchased in the following calendar year, in addition to the purchase of that following calendar year’s minimum tonnage, at that following calendar year’s contract pricing; or (ii) may be bought out at [ **** ] per gross ton in that following calendar year.  If Mittal elects to defer all or any portion of the [ *** ] of its minimum tonnage obligation for any of the calendar years 2007 or 2008, then it will not be allowed to defer any tonnage in the following calendar year.   There cannot be consecutive tonnage deferrals without first discharging the obligation to purchase the minimum tonnage and the deferred tonnage.  Further, if Mittal decides to buy out any tonnage deferred from the prior calendar year that does not reinstate any deferral right for tonnage in the then current calendar year.  Finally, in calendar year 2010, Mittal may elect to reduce its minimum tonnage purchase obligation by up to [ **** ] ([ ** ] million tons), but only if it has not deferred any tonnage from 2009.  Any deferred tonnage from 2009 may be bought out in 2010 at [ *** ] per gross ton.  In addition, if Mittal has deferred tonnage from 2009, it may elect to buy out up to [***]([**] million tons) of its minimum purchase obligation for 2010 at [ ***] per