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                                                                 Exhibit 10 (ee)

                              TRUST AGREEMENT NO. 7
                              ---------------------

                Amendments to Exhibits Effective January 1, 2000


         This Amendment to Exhibits to Trust Agreement No. 7 is made as of
January 1, 2000 by and between Cleveland-Cliffs Inc, an Ohio corporation
("Cleveland-Cliffs"), and Key Trust Company of Ohio, N.A., a national banking
association, as Trustee (the "Trustee").

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

         WHEREAS, on April 9, 1991 Cleveland-Cliffs and the Trustee entered into
a Trust Agreement No. 7, as amended;

         WHEREAS, Section 12 of the Trust Agreement No. 7 provides that such
Trust Agreement may be amended by Cleveland-Cliffs and the Trustee; and

         WHEREAS, Section 9(c) of the Trust Agreement No. 7 provides that
Exhibit A thereto may be amended by Cleveland-Cliffs by furnishing to the
Trustee an amendment thereto.

         NOW, THEREFORE, the parties amend Trust Agreement No. 7, and
Cleveland-Cliffs furnishes the following Amendment to Exhibit A to Trust
Agreement No. 7 as follows:

         1.       Section 1(b) is amended to read as follows:

                  (b) Cleveland-Cliffs shall notify the Trustee promptly in the
                  event that a Change of Control (as defined herein) has
                  occurred. The Term "Change of Control" shall mean the
                  occurrence of any of the following events:


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                  (i)      The acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Exchange Act) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of 30% or more of
                           the combined voting power of the then outstanding
                           Voting Stock of Cleveland-Cliffs; provided, however,
                           that for purposes of this Section 1(b)(i), the
                           following acquisitions shall not constitute a Change
                           in Control: (A) any issuance of Voting Stock of
                           Cleveland-Cliffs directly from Cleveland-Cliffs that
                           is approved by the Incumbent Board (as defined in
                           Section 1(b)(ii), below), (B) any acquisition by
                           Cleveland-Cliffs of Voting Stock of Cleveland-Cliffs,
                           (C) any acquisition of Voting Stock of
                           Cleveland-Cliffs by any employee benefit plan (or
                           related trust) sponsored or maintained by
                           Cleveland-Cliffs or any Subsidiary, or (D) any
                           acquisition of Voting Stock of Cleveland- Cliffs by
                           any Person pursuant to a Business Combination that
                           complies with clauses (A), (B) and (C) of Section
                           1(b)(iii), below;

                  (ii)     or individuals who, as of the date hereof, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board; provided, however, that any individual
                           becoming a Director subsequent to the date hereof
                           whose election, or nomination for election by
                           Cleveland-Cliffs's shareholders, was approved by a
                           vote of at least a majority of the Directors then
                           comprising the Incumbent Board (either by a specific
                           vote or by approval of the proxy statement of
                           Cleveland-Cliffs in which such person is named as a
                           nominee for director, without objection to such
                           nomination) shall be deemed to have been a member of
                           the Incumbent Board, but excluding, for this purpose,
                           any such individual whose initial assumption of
                           office occurs as a result of an actual or threatened
                           election contest (within the meaning of Rule 14a-11
                           of the Exchange Act) with respect to the election or
                           removal of Directors or other actual or threatened
                           solicitation of proxies or consents by or on behalf
                           of a Person other than the Board;

                  (iii)    or consummation of a reorganization, merger or
                           consolidation involving Cleveland-Cliffs, a sale or
                           other disposition of all or substantially all of the
                           assets of Cleveland-Cliffs, or any other transaction
                           involving Cleveland- Cliffs (each, a "Business
                           Combination"), unless, in each case, immediately
                           following such Business Combination, (A) all or
                           substantially all of the individuals and entities who
                           were the beneficial owners of Voting Stock of
                           Cleveland-Cliffs immediately prior to such Business
                           Combination beneficially own, directly or indirectly,
                           more than 55% of the combined voting power of the
                           then outstanding shares of Voting Stock of the entity
                           resulting from such Business Combination (including,
                           without limitation, an entity which as a result of
                           such transaction owns Cleveland-Cliffs or all or
                           substantially all of Cleveland-Cliffs's assets either
                           directly or through one or more subsidiaries) in
                           substantially the same proportions relative to each
                           other as their ownership, immediately prior to such
                           Business Combination, of the Voting Stock of
                           Cleveland-Cliffs, (B) no Person (other than

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                           Cleveland-Cliffs, such entity resulting from such
                           Business Combination, or any employee benefit plan
                           (or related trust) sponsored or maintained by
                           Cleveland-Cliffs, any Subsidiary or such entity
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 30% or
                           more of the combined voting power of the then
                           outstanding shares of Voting Stock of the entity
                           resulting from such Business Combination, and (C) at
                           least a majority of the members of the Board of
                           Directors of the entity resulting from such Business
                           Combination were members of the Incumbent Board at
                           the time of the execution of the initial agreement or
                           of the action of the Board providing for such
                           Business Combination; or

                  (iv)     approval by the shareholders of Cleveland-Cliffs of a
                           complete liquidation or dissolution of
                           Cleveland-Cliffs, except pursuant to a Business
                           Combination that complies with clauses (A), (B) and
                           (C) of Section 1(b)(iii).

         2.       Exhibit A is amended to read as attached hereto.

         IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have caused
counterparts of this Amendment to be executed on their behalf on February,
15, each of which shall be an original Amendment.

                                     CLEVELAND-CLIFFS INC

                                     By: /s/ Richard F. Novak
                                        ----------------------------------------
                                          Its:  Vice President - Human Resources
                                                --------------------------------

                                     KEY TRUST COMPANY OF OHIO, N.A.,
                                              as Trustee

                                     By: /s/ Kelley Clark
                                        ----------------------------------------
                                           Its: Vice President
                                                --------------------------------
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                                     By: /s/ Margaret Halloran
                                        -----------------------------------
                                           Title:  Assistant Vice President
                                                 --------------------------
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                                                                       EXHIBIT A
                                                                       ---------

                              TRUST AGREEMENT NO. 7

         All Senior Officers and Other Full-Time Salaried Employees Grade Ex-28
and Above, including:

    Name                                         Title
-----------------             --------------------------------------------------

J. S. Brinzo                  Chairman and Chief Executive Officer
T. J. O'Neil                  President and Chief Operating Officer
W. R. Calfee                  Executive Vice President - Commercial
C. B. Bezik                   Senior Vice President and Chief Financial Officer
J. H. Ballway, Jr.            Vice President and General Counsel
E.C. Dowling, Jr.             Senior Vice President - Operations
J. W. Sanders                 Senior Vice President - International Development
J. A. Trethewey               Senior Vice President - Operations Services
G .N. Chandler                Vice President - Reduced Iron
R. Emmet                      Vice President - Financial Planning and Treasurer
D. J. Gallagher               Vice President - Sales
J. E. Lenhard                 Secretary and Assistant General Counsel
R. J. Leroux                  Controller
R. F. Novak                   Vice President - Human Resources
R. C. Berglund                General Manager - Northshore Mine
L. G. Dykers                  General Manager - Hibbing Taconite
D. Lebel                      General Manager - Wabush Mines
M. P. Minar                   General Manager - Tilden Mine
T. S. Petersen                General Manager - Empire Mine
J. N. Toumi                   General Manager - LTV Steel Mining Company
R. W. von Bitter              General Manager - Cliffs Reduced Iron Corp.






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