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Amendment To Pellet Sale And Purchase Agreement, Dated And Effective As of December 16, 2004

This is an actual contract between Cliffs Natural Resources and Mittal Steel USA.

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EXHIBIT 10(a)

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

FIRST AMENDMENT TO PELLET SALE AND PURCHASE AGREEMENT

This FIRST AMENDMENT TO PELLET SALE AND PURCHASE AGREEMENT (the " Amendment" ) is entered into, dated and effective as of December 16, 2004, by and among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (" CCIC" ), CLIFFS MINING COMPANY, a Delaware corporation (" CMC" ), NORTHSHORE MINING COMPANY, a Delaware corporation (" Northshore" ), CLIFFS SALES COMPANY, an Ohio corporation formerly known as Northshore Sales Company (" Sales" ; CCIC, CMC, Northshore and Sales, collectively, " Cliffs" ), INTERNATIONAL STEEL GROUP INC., a Delaware corporation (" ISG" ), ISG CLEVELAND INC., a Delaware corporation (" ISG Cleveland" ), and ISG INDIANA HARBOR INC., a Delaware corporation (" ISG Indiana Harbor" ; ISG, ISG Cleveland and ISG Indiana Harbor, collectively, " Steel" ).

RECITALS

WHEREAS, Cliffs and Steel desire to enter into this Amendment to amend their Pellet Sale and Purchase Agreement, dated as of April 10, 2002 (the " Agreement" );

NOW, THEREFORE, in consideration of the premises, their mutual covenants and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. The WHEREAS clause appearing on pages 1 and 2 of the Agreement is hereby deleted and the following added as a new WHEREAS clause:

WHEREAS, Cliffs desires to sell to Steel and Steel desires to purchase from Cliffs certain quantities of grades of iron ore pellets as follows: (i) such grades of iron ore standard pellets being those produced at the [****] iron ore pellet plant (" [****] Pellets" ), located in [****] (" [****] Mine" ); (ii) such grades of iron ore flux pellets being those produced at the [****] iron ore plant (" [****] Pellets" ), located in [****] (" [****] Mine" ); (iii) such grades of iron ore standard pellets being those produced at the [****] iron ore pellet plant (" [****] Pellets" ), located in [****] (" [****] Mine" ); (iv) such grades of iron ore standard pellets being those produced at the [****] iron ore pellet plant (" [****] Pellets" ), located in [****] (" [****] Mine" ); (v) such grades of iron ore partial flux pellets being those produced at the [****] iron ore plant (" [****] Pellets" ), located in [****] (" [****] Mine" ); or (vi) such other pellet grades as may be mutually agreed to by the parties hereto (such [****] Pellets, [****] Pellets, [****] Pellets, [****] Pellets, [****] Pellets, and other mutually agreed upon pellets collectively being referred to herein as " Cliffs Pellets" ), all on the conditions contained herein.

1 of 7


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

2. Section 4(c) of the Agreement is hereby deleted and the following added as a new Section 4(c):

(c) With respect to the tonnage of [****] Pellets which Cliffs will have available for sale to Steel, on or before December 31 of each year Cliffs shall notify Steel in writing as to the tonnage of [****] Pellets Cliffs shall sell to Steel, which tonnage shall equal Steel' s Annual Pellet Tonnage Requirements for such year.

3. Section 5(c) of the Agreement is hereby deleted and the following is added as a new Section 5(c):

(c) The prices for the specific grades of Cliffs Pellets sold and purchased in each of the years 2003 and 2004 for the Cleveland Works or other dock area designated by Steel pursuant to Section 8(a), and the Indiana Harbor Works shall be based on the [****] prices per iron unit as described in Section 5(a) (iii) and 5(b)(ii) above (" [****] prices per iron unit for each of the Cleveland Works and the Indiana Harbor Works" ), which [****] prices per iron unit for each of the Cleveland Works and the Indiana Harbor Works shall then be adjusted, up or down, in the year [****] by an amount as determined in accordance with Section 5(d) below.

4. Sections 5(g)(i)(1) and (2) of the Agreement are hereby deleted and the following is added as new Sections 5(g)(i)(1) and 5(g)(i)(2):

(g)(1) In [****], annual special steel pricing payments (" Special Payment" ) shall be made, wherein Cliffs shall pay Steel or Steel shall pay Cliffs, as the case may be, [****]. The amount of the Special Payment shall be determined as follows:

(1) If during [****], Steel' s [****], Cliffs shall pay Steel an amount equal to: (w) the amount [****], (x) multiplied by [****], (y) multiplied by [****], (z) multiplied by [****].

(2) If during [****], Steel' s [****], Steel shall pay Cliffs an amount equal to: (w) the amount [****], (x) multiplied by [****], (y) multiplied by the [****], (z) multiplied by the [****].

2 of 7


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

5. The following is added as a new section 5A:

5A(a) The prices for specific grades of Cliffs Pellets sold and purchased in each of the years [****] and thereafter for the Cleveland Works or other dock areas designated by Steel pursuant to Section 8(a), and Indiana Harbor Works shall be based on [****] Prices as described in Section 5A(b), below, which [****] Prices for each of the Cleveland Works and the Indiana Habor Works shall then be adjusted quarterly, up or down, in the year [****] and thereafter by an amount as determined in accordance with Section 5A(c) below.

(b) For purposes of this Section 5A, the [****] Prices per iron unit for Cliffs Pellets shall be as follows:

Cleveland Works Expected Estimated [****] Natural Price Grade [****] Price Iron Content Per Ton [****] Flux $[****] [****] $[****] [****] Partial Flux $[****] [****] $[****] [****] Standard $[****] [****] $[****] [****] Standard $[****] [****] $[****] [****] Standard $[****] [****] $[****]

Indiana Harbor Works Expected Estimated [****] Natural Price Grade [****] Price Iron Content Per Ton [****] Flux $[****] [****] $[****] [****] Partial Flux $[****] [****] $[****] [****] Standard $[****] [****] $[****] [****] Standard $[****] [****] $[****] [****] Standard $[****] [****] $[****]

3 of 7


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

(c) In order to determine the adjusted prices to be paid during the years [****] and thereafter for the Cliffs Pellets, the [****] Prices for each of the Cleveland Works and the Indiana Harbor Works and each of the following respective year' s then-adjusted prices per iron unit for each of the Cleveland Works and the Indiana Harbor Works shall be further adjusted, up or down, each year for the year in determination as follows:

(1) Divide (x) the numerator, which is the amount by which the [****] (" [****]" ) for the calendar year in determination changes (up or down) from the immediately preceding calendar year' s [****]; by (y) the denominator, which is the immediately preceding calendar year' s [****], and multiply the result obtained by [****]; and (2) Divide (x) the numerator, which is the amount
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