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                                                                   EXHIBIT 10(y)

                   SECOND AMENDMENT TO TRUST AGREEMENT NO.  5
                   ------------------------------------------
       This Second Amendment to Trust Agreement made on April 9, 1991, by and
between Cleveland-Cliffs Inc, an Ohio corporation ("Cleveland-Cliffs") and
Ameritrust Company National Association, a national banking association, as
trustee (the "Trustee");

                               W I T N E S S T H:
                               ------------------

       WHEREAS, on October 28, 1987, Cleveland-Cliffs and the Trustee entered
into a Trust Agreement ("Trust Agreement");
       WHEREAS, on May 12, 1989, Cleveland-Cliffs and the Trustee entered into
Amendment No. 1 to Trust Agreement;
       WHEREAS, the Trust Agreement, as so amended, is for the purpose of
providing benefits under the Cleveland-Cliffs Inc Voluntary Non-Qualified
Deferred Compensation Plan; and
       WHEREAS, Cleveland-Cliffs has reserved the right, with the Trustee,
pursuant to Section 12 of the Trust Agreement, to amend the Trust Agreement
without the consent of any Trust Beneficiaries, as defined in the Trust
Agreement.
       NOW, THEREFORE, Cleveland-Cliffs and the Trustee hereby agree that the
Trust Agreement shall be amended as follows:
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       1.     The Trust Agreement is hereby renamed "Trust Agreement No. 5, and
each reference in such Trust Agreement No. 5 to "Trust Agreement" shall be
amended to read "Trust Agreement No. 5."
       2.     The second WHEREAS clause is amended by deleting the words "in
the event of a 'Change of Control' (as defined herein)" from the end thereof.
       3.     Section 1(a) is amended to read as follows:
              1.     Trust Fund: (a) Subject to the claims of its creditors to
              the extent set forth in Section 3 hereof, Cleveland-Cliffs (i)
              hereby deposits with the Trustee in trust Ten Dollars ($10.00)
              which shall become the principal of this Trust, and (ii)
              Cleveland-Cliffs may from time to time make additional deposits
              of cash or other property in the Trust to augment such principal.
              The principal and income of the Trust shall be held, administered
              and disposed of by the Trustee as herein provided, but no
              payments of all or any portion of the principal of the Trust or
              earnings thereon shall be made to Cleveland-Cliffs or any other
              person or entity on behalf of Cleveland-Cliffs except as herein
              expressly provided.
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       4.     The first sentence of Section l(b) is amended to read as follows:
                     (b)    The Trust hereby established shall be irrevocable.
       5.     Section 1(c) is amended to read as follows:
                     (c)    Upon the earlier to occur of (i) a Change of
              Control or (ii) a declaration by the Board of Directors of
              Cleveland-Cliffs that a Change of Control is imminent,
              Cleveland-Cliffs shall promptly, and in any event within five (5)
              business days, transfer to the Trustee to be added to the
              principal of the Trust under this Trust Agreement No. 5 property
              or cash equal to the then value of the separate accounts of the
              Executives under the Agreements, less the balances in the
              Executives' accounts provided in Section 7(b) hereof as of the
              most recent completed valuation thereof, as certified by the
              Trustee; provided, however, if the Trustee does not so certify by
              the end of the fourth (4th) business day after the earlier of (i)
              or (ii) above, then the balances of such accounts shall be deemed
              to be zero.  Any payments by the Trustee pursuant to this Trust
              Agreement No.  5 shall, to the extent thereof, discharge the
              obligation of Cleveland-Cliffs to pay benefits under the
              Agreements.
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       6.     Section 1(g) is amended by adding at the end thereof the
following:

              The Trust is not designed to qualify under section 401(a) of the
              Code or to be subject to the provisions of the Employee
              Retirement Income Security Act of 1974, as amended ("ERISA").
              The Trust established under this Trust Agreement No. 5 does not
              fund and is not intended to fund the Plan or any other employee
              benefit plan or program of Cleveland-Cliffs.  Such Trust is and
              is intended to be a depository arrangement with the Trustee for
              the setting aside of cash and other assets of Cleveland-Cliffs as
              and when it so determines in its sole discretion for the meeting
              of part or all of its future obligations with respect to Benefits
              to some or all of the Trust Beneficiaries under the Plan.

       7.     Section 2(a) is amended to read as follows:
                     (a)    Provided that the Trustee has not received notice
              as provided in Section 3 hereof that Cleveland-Cliffs is
              Insolvent, the Trustee shall make payments of Benefits to each
              Trust Beneficiary from the assets of the Trust in accordance with
              the terms of the Agreements and subject to Section 9 hereof.  The
              Trustee shall make provision for withholding of any federal,
              state, or local taxes that may be required to be
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              withheld by the Trustee in connection with the payment of any
              Benefits hereunder.
        8.    Section 4 is amended to read as follows:
        4.    Payments to Cleveland-Cliffs: Cleveland-Cliffs shall have no
        right or power to direct the Trustee to return any of the Trust assets
        to Cleveland-Cliffs before all payments of Benefits have been made to
        all Trust Beneficiaries as herein provided.
        9.     Section 5 is amended by adding the following at the end of the
second sentence thereof:
        , and including investments in common or collective funds or trusts, and
        mutual funds or investment companies, including affiliated investment
        companies and 12 B-l funds.  Cleveland-Cliffs acknowledges and agrees
        that the Trust may receive fees as a participating depository
        institution for services relating to the investment of funds in an
        eligible mutual fund.
        10.    Section 7 is amended to read as follows:
               7.     Accounting by Trustee: (a) The Trustee shall maintain
        such books, records and accounts as may be necessary for the proper
        administration of the Trust assets, including such specific records as
        shall be agreed upon in writing by Cleveland-Cliffs and the Trustee,
        and shall render to Cleveland-Cliffs within
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              60 days following the close of each calendar year following the
              date of this Trust until the termination of this Trust or the
              removal or resignation of the Trustee (and within 60 days after
              the date of such termination, removal or resignation), an
              accounting with respect to the Trust assets as of the end of the
              then most recent calendar year (and as of the date of such
              termination, removal or resignation, as the case may be).  The
              Trustee shall furnish to Cleveland-Cliffs on a quarterly basis
              (or as Cleveland-Cliffs shall direct from time to time) and in a
              timely manner such information regarding the Trust as
              Cleveland-Cliffs shall require for purposes of preparing its
              statements of financial condition.  The Trustee shall at all
              times maintain separate bookkeeping accounts for each Trust
              Beneficiary as prescribed by Section 7(b) hereof, and shall
              provide each Trust Beneficiary with an annual statement of his
              account.  Upon the written request of Cleveland-Cliffs or, on or
              after the date on which a Change of Control has occurred, a Trust
              Beneficiary, the Trustee shall deliver to such Trust Beneficiary
              or Cleveland-Cliffs, as the case may be, a written report setting
              forth the amount held in the Trust and a record of the deposits
              made with respect thereto by Cleveland-Cliffs.  Unless
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              Cleveland-Cliffs or any Trust Beneficiary shall have filed with
              the Trustee written exception or objection to any such statement
              and account within 90 days after receipt thereof,
              Cleveland-Cliffs and the Trust Beneficiaries shall be deemed to
              have approved such statement and account, and in such case the
              Trustee shall be forever released and discharged with respect to
              all matters and things reported in such statement and account as
              though it had been settled by a decree of a court of competent
              jurisdiction in an action or proceeding to which the Company and
              the Trust Beneficiaries were parties.
                     (b)    The Trustee shall maintain a separate account for
              each Trust Beneficiary.  The Trustee shall credit or debit each
              Trust Beneficiary's account as appropriate to reflect such Trust
              Beneficiary's allocable portion of the Trust assets, as such
              Trust assets be adjusted from time to time pursuant to the terms
              of this Trust Agreement No. 5.  Prior to the date of Change of
              Control, all deposits of principal pursuant to Section l(a)
              hereof shall be allocated as directed by Cleveland-Cliffs; on or
              after such date deposits of principal, once allocated, may not be
              reallocated by Cleveland-Cliffs.  Income, expense, gain or loss
              on assets allocated to the separate accounts of the Trust
              Beneficiaries shall be allocated separately to such accounts by
              the Trustee in
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              proportion to the balances of the separate accounts of the
              Executives.
              IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
this Second Amendment to Trust Agreement No. 5 to be executed on April 9, 1991.

                                        CLEVELAND-CLIFFS INC


                                        By: Richard F. Novak
                                            ----------------
                                        Its: V.P. of Human Resources
                                             ---------------------------------

                                        AMERITRUST COMPANY NATIONAL
                                        ASSOCIATION


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


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