乐鱼体育证券交易委员会，华盛顿特区20549

形式公布

目前的报告

根据1934年证券交易法第13或15(d)条

Cleveland-Cliffs公司 __________________________________________ ( 注册人的确切名称作为其宪章中指定)

不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告

如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务，请勾选以下适当的方框：

[]根据《证券法》（17 CFR 230.425）第425条进行的书面沟通
[]根据《交易法》（17 CFR 240.14a-12）第14a-12条征求材料
[]根据《交易法》第14d-2(b)条（17 CFR 240.14d-2(b)条）进行的开工前通信
[]根据《交易法》第13e-4(c)条（17 CFR 240.13e-4(c)条）进行的开工前通信

5.02董事或部分高级管理人员离职；董事选举；委任若干高级人员；若干高级人员的补偿安排。

(e) On August 11, 2008, the Compensation and Organization Committee (the "Committee") of the Board of Directors (the "Board of Directors") of Cleveland-Cliffs Inc (the "Company") authorized and approved the First Amendment to the Company’s 2007 Incentive Equity Plan (the "Amendment"). The Company’s 2007 Incentive Equity Plan (the "Plan"), which permits the Company to provide equity awards to help attract and retain employees for the Company and its subsidiaries and provide these employees with incentives and rewards for performance, was approved by the Board of Directors on March 13, 2007 and was adopted by the Company’s shareholders at the Company’s 2007 Annual Meeting of Shareholders. The Board of Directors also authorized, approved and adopted the Amendment on August 11, 2008.

The Amendment was adopted to correct the definition of a "Change in Control" in the Plan so that performance shares and retention units awarded in 2007 and 2008 under the Plan will not be earned as a result of the consummation of the proposed merger in which the Company will acquire all of the outstanding shares of Alpha Natural Resources, Inc. (the "Merger"). The Amendment excludes from the Plan’s definition of "Change in Control" 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."

The Amendment defines a "Business Combination" as 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 (as defined in the Amendment) 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 Amendment also clarifies that the following two Plan provisions do not apply to 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.

The Committee made the Amendment because the Committee was of the view that, at the time that it approved the Plan in 2007, it did not intend for awards under the Plan to become earned in connection with transactions such as the Merger. The Committee was advised by independent counsel with respect to the amendment of the Plan. In the absence of the Amendment, the performance share and retention unit awards described above would have been considered to be earned at the time of the Merger at 100% of target levels, regardless of the Company’s performance, and required to be paid out in cash within 10 days of the Merger. Absent the Amendment, the Company estimates the total aggregate amount of the payments that would have been required to be made with respect to these accelerated performance shares and retention units would be approximately $69,180,881, assuming a price per common share of the Company of $111.46, which was the closing price of the Company’s common shares on the New York Stock Exchange on the last trading day prior to the announcement of the Merger. It is possible that the amendment of the Plan could be subject to challenge.

The foregoing descriptions of the Plan and the Amendment do not purport to be complete, and are qualified in their entirety by the full text of the Plan and the Amendment, as applicable. The Plan is incorporated herein by reference to Annex B to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 15, 2007. The Amendment is filed with this Current Report as Exhibit 10(b) and is incorporated herein by reference.

项目9.01财务报表和附件

(d)附件10(a)乐鱼体育-克利夫斯公司2007年股权激励计划（通过参考公司最终委托书附件B（委员会编号001-08944）于2007年6月15日提交）10(B)乐鱼体育-克利夫斯公司2007年股权激励计划的第一修正案，日期为2008年8月11日

签名

根据1934年《证券交易法》的要求，注册人已正式授权以下签字人代表其签署本报告。

展览指数