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                                                                  EXHIBIT 10(ll)

                    FIRST AMENDMENT TO TRUST AGREEMENT NO. 8
                    ----------------------------------------

              This First Amendment to Trust Agreement No. 8 is made on this 9th
day of March, 1992, by and between Cleveland-Cllffs Inc, an Ohio corporation
("Cleveland-Cliffs") and Ameritrust Company National Association, a national
banking association, as trustee (the "Trustee");

                               WITNESSETH:
                               ----------
              WHEREAS, on April 9, 1991, Cleveland-Cliffs and the Trustee
entered into a trust agreement ("Trust Agreement No. 8") for the purpose of
providing benefits under the Cleveland-Cliffs Inc Retirement Plan for
Non-Employee Directors (Effective June 1, 1984 and amended and restated
effective January 1, 1988) to retired non-employee directors of
Cleveland-Cliffs; and
              WHEREAS, Cleveland-Cliffs has reserved the right, with the
Trustee, pursuant to Section 12 of Trust Agreement No. 8, to amend Trust
Agreement No. 8 without the consent of any Trust Beneficiaries, as defined in
Trust Agreement No. 8.
              NOW, THEREFORE, Cleveland-Cliffs and the Trustee hereby agree
that Trust Agreement No. 8 shall be amended as follows:
              1.   The second sentence of Section 1(b) of Trust Agreement No. 8
is hereby amended to read as follows:
              "The term "Change of Control" shall mean the occurrence of any of
the following events:
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                     (i)    Cleveland-Cliffs shall merge into itself, or be
       merged or consolidated with, another corporation and as a result of such
       merger or consolidation less than 70% of the outstanding voting
       securities of the surviving or resulting corporation shall be owned in
       the aggregate by the former shareholders of Cleveland-Cliffs as the same
       shall have existed immediately prior to such merger or consolidation;
                     (ii)   Cleveland-Cliffs shall sell or transfer to one or
       more persons, corporations or entities, in a single transaction or a
       series of related transactions, more than one-half of the assets
       accounted for on the Statement of Consolidated Financial Position of
       Cleveland-Cliffs as "properties" or "investments in associated
       companies" (or such replacements for these accounts as may be adopted
       from time to time) unless by an affirmative vote of two-thirds of the
       members of the Board of Directors, the transaction or transactions are
       exempted from the operation of this provision based on a good faith
       finding that the transaction or transactions are not within the intended
       scope of this definition for purposes of this instrument;
                     (iii) a person within the meaning of Section 3(a)(9) or of
       Section 13(d)(3) (as in effect on the date hereof) of the Securities
       Exchange Act of 1934, shall become the beneficial owner (as defined in
       Rule 13d-3 of the Securities and Exchange Commission pursuant to the
       Securities Exchange Act of 1934) of 30% or more of the
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       outstanding voting securities of Cleveland-Cliffs (whether directly or
       indirectly); or
                     (iv)   during any period of three consecutive years,
       including, without limitation, the year 1991, individuals who at the
       beginning of any such period constitute the Board of Directors of
       Cleveland-Cliffs cease, for any reason, to constitute at least a
       majority thereof, unless the election, or the nomination for election by
       the shareholders of Cleveland-Cliffs, of each Director first elected
       during any such period was approved by a vote of at least one-third of
       the Directors of Cleveland-Cliffs who are Directors of Cleveland-Cliffs
       on the date of the beginning of any such period."
              IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
counterparts of this First Amendment to Trust Agreement No. 8 to be executed on
March 9, 1992.

                                           CLEVELAND-CLIFFS INC



                                           By: /s/ R. F. Novak
                                               --------------------------------
                                           Its:
                                                 ------------------------------


                                           AMERITRUST COMPANY NATIONAL
                                           ASSOCIATION



                                           By: /s/ J. R. Russell
                                               --------------------------------
                                           Its:    Vice President
                                                 ------------------------------



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