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                                                                EXHIBIT 10(s)


                    FIRST AMENDMENT TO TRUST AGREEMENT NO. 4

 This Amendment No. 1 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 E T H:
        WHEREAS, on October 28, 1987, Cleveland-Cliffs and the Trustee entered
into a Trust Agreement ("Trust Agreement");
        WHEREAS, the Trust Agreement is for the purpose of providing benefits
under the Plan for Deferred Payment of Directors' Fees of The Cleveland-Cliffs
Iron Company, adopted June 4, 1981 and assumed by Cleveland-Cliffs, effective
July 1, 1985; 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. 4," and
each reference in such Trust Agreement No 4 to "Trust Agreement" shall be
amended to read "Trust Agreement No. 4."
        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 payment 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 1(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 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. 4 property or each equal to the then value of the
            separate accounts of the Directors under the provisions of the
            Plan, less the balances in the Directors' 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. 4 shall, to the extent
            thereof, discharge the


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        obligation of Cleveland-Cliffs to pay benefits under the Plan.
                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. 4 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 actually 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


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            accordance with the terms of the Plan 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 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-1 funds.  Cleveland-Cliffs
            acknowledges and agrees that the Trustee may receive fees as a
            participating depository institution for services relating to the
            investment of funds in an eligible mutual fund.


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        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 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)


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            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 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


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            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 may be adjusted from time
            to time pursuant to the terms of this Trust Agreement No. 4.  Prior
            to the date of a Change of Control, all deposits of principal
            pursuant to Section 1(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 proportion to the balances of the
            separate accounts of the Directors.

        IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
counterparts of the First Amendment to Trust Agreement No. 4 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: /s/ J. R. Russell
                                              ---------------------------------
                                          Its: Vice President
                                               --------------------------------


8077B