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                                                                   Exhibit 10(a)


                                SECOND AMENDMENT
                                     TO THE
                    AMENDED AND RESTATED CLEVELAND-CLIFFS INC
                   RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

                                    RECITALS

     WHEREAS, Cleveland-Cliffs Inc (the "Company") has established the Amended
and Restated Cleveland-Cliffs Inc Retirement Plan for Non-Employee Directors
(the "Plan") effective as of July 1, 1995; and

     WHEREAS, the Company adopted an Amendment to the Plan, dated as of January
1, 2001; and

     WHEREAS, Section 1.2 of the Plan provides that the Company may amend,
suspend or terminate the Plan with the prior approval of a majority of the
Directors present at a meeting of the Board of Directors, at which a "quorum"
(as defined in the Regulations of the Company) is present; and

     WHEREAS, the Company desires to amend the Plan to provide an offer of an
immediate voluntary lump sum cash-out election of the present value of the
accrued pension benefit under the Plan to all Participants.

     NOW, THEREFORE, by approval of the Board of Directors of the Company, the
Plan is hereby amended, effective January 14, 2003 as follows:

     1.   Section 3 of the Plan is amended to add a new Section 3.2 as follows:

          3.2 Lump Sum Payment Election of Post-Retirement Income.
          Notwithstanding the form of quarterly installment distributions
          provided in Section 3.1 above, during the period beginning on February
          1, 2003 and ending on February 28, 2003 a Participant may voluntarily
          elect by written notice filed with the Company to receive from the
          Company payment of such Participant's post-retirement income benefits
          in a single lump sum. Payment of a Participant's




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          lump sum benefit shall be payable on or about June 30, 2003. Amounts
          payable under Section 3.1 for purposes of the Participant's
          distribution shall be converted into a lump sum equivalent actuarial
          value as of December 31, 2002, (the "Lump Sum Benefit"). The Lump Sum
          Benefit shall be determined by the Company based on the Pension
          Benefit Guaranty Corporation interest rate for immediate annuities in
          effect for December, 2002 and the 2000 Annuity Mortality Table.

     2.   Effective Date. This Amendment No. 2 shall be effective on January 14,
          2003.

     IN WITNESS WHEREOF, Cleveland-Cliffs Inc, pursuant to the order of its
Board of Directors, has executed this Amendment No. 2 to the Amended and
Restated Cleveland-Cliffs Inc Retirement Plan for Non-Employee Directors at
Cleveland, Ohio, as of the 14th day of January, 2003.



                                        CLEVELAND-CLIFFS INC



                                        By:      /s/ J. S. Brinzo
                                            ----------------------------
                                            Chairman and Chief Executive Officer









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