<PAGE>
                                                                   Exhibit 10(q)

                              TRUST AGREEMENT NO. 2
                  (Amended and Restated Effective June 1, 1997)
                  ---------------------------------------------

          This Trust Agreement No. 2 (Amended and Restated Effective June 1,
1997) ("Trust Agreement No. 2") is made on this 12th day of June, 1997, by and
between Cleveland-Cliffs Inc, an Ohio corporation ("Cleveland-Cliffs"), and
KeyTrust Company of Ohio, N.A., a national banking association, as trustee (the
"Trustee").

                                   WITNESSETH:
                                   -----------
          WHEREAS, under the provisions of certain agreements between each of
the executives of Cleveland-Cliffs (the "Executives") listed (from time to time
as provided in Section 9(c) hereof) on Exhibit A hereto and Cleveland-Cliffs
(the "Executive Agreements"), as each of the same may hereafter be amended or
restated, or any successor thereto, the Executives may become entitled to
certain compensation, pension and other benefits;

          WHEREAS, under the provisions of the Severance Pay Plan for Key
Employees of Cleveland-Cliffs Inc (the "Severance Plan"), effective February 1,
1992, as the same may be supplemented, amended, or restated, or any successor
thereto, certain key employees (the "Key Employees") also listed (from time to
time as provided in Section 9(c) hereof) on Exhibit A hereto, may become
entitled to compensation, pension and other benefits;

          WHEREAS, under the provisions of the Cleveland-Cliffs Inc Retention
Plan for Salaried Employees (the "Retention Plan"),


<PAGE>

                                                                               2



adopted January 14, 1992, as the same may be supplemented, amended, or restated,
or any successor thereto, certain salaried employees identified therein (the
"Covered Employees") may become entitled to compensation and other benefits;

          WHEREAS, in addition to the compensation, pension and other benefits
provided by the Executive Agreements, the Severance Plan and the Retention Plan,
in order to ensure that the obligations of Cleveland-Cliffs under the Executive
Agreements, the Severance Plan and the Retention Plan can be enforced by the
Executives, the Key Employees, and the Covered Employees, respectively,
(referred to herein singularly as an "Indemnitee" and collectively as the
"Indemnitees") in the event of a "Change of Control" (as defined herein), the
Executive Agreements, the Severance Plan and the Retention Plan all provide that
Cleveland-Cliffs will establish a trust to fund reasonable attorneys' and
related fees and expenses associated with a lawsuit, action or other proceeding
brought by or on behalf of an Indemnitee to enforce provisions of an Executive
Agreement (referred to collectively herein as "Expenses");

          WHEREAS, the Executive Agreements, the Severance Plan and the
Retention Plan all provide that the foregoing trust arrangement will be
considered a part of the Executive Agreements, the Severance Plan and the
Retention Plan, and will set forth the terms and conditions relating to the
payment of Expenses;





<PAGE>


                                                                               3



          WHEREAS, Cleveland-Cliffs and Ameritrust Company National Association,
a predecessor of the Trustee, entered into a trust agreement ("Trust Agreement
No. 2"), dated October 28, 1987, to provide for the payment of reasonable
attorneys' and related fees and expenses incurred by certain executives in the
enforcement of their rights under agreements between such executives and
Cleveland-Cliffs in effect at that time;

          WHEREAS, Trust Agreement No. 2 was amended and restated by an Amended
and Restated Trust Agreement No. 2, dated March 24, 1992; and

          WHEREAS, Cleveland-Cliffs desires to amend and restate this Trust
Agreement No. 2 heretofore entered into and has transferred or will transfer to
the trust (the "Trust") established by this Trust Agreement No. 2 assets which
shall be held therein until paid to Indemnitees with respect to Expenses in such
manner and at such times as specified herein.

          NOW, THEREFORE, the parties amend and restate the Trust Agreement No.
2 and agree that the Trust shall be comprised, held and disposed of as follows:

          1. TRUST FUND. (a) Cleveland-Cliffs hereby deposits with the Trustee
in trust Ten Dollars ($10.00), which shall become the principal of this Trust,
to be held, administered and disposed of by the Trustee as herein provided.

          (b) The Trust hereby established shall be revocable by
Cleveland-Cliffs at any time prior to the date on which occurs a "Change of
Control," as that term is defined in this Section

<PAGE>


                                                                               4

1(b); on or after such date, this Trust shall be irrevocable. Cleveland-Cliffs
shall notify the Trustee promptly in the event that a Change of Control has
occurred. The term "Change of Control" shall mean the occurrence of any of the
following events:

          (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 otherwise transfer all or
     substantially all of its assets to any other corporation or other legal
     person, and immediately after such sale or transfer less than 70% of the
     combined voting power of the outstanding voting securities of such
     corporation or person is held in the aggregate by the former shareholders
     of Cleveland-Cliffs as the same shall have existed immediately prior to
     such sale or transfer;

          (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 outstanding voting





<PAGE>


                                                                               5



     securities of Cleveland-Cliffs (whether directly or indirectly); or

          (iv) during any period of three consecutive years, 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.

          (c) The principal of the Trust and any earnings thereon shall be held
in trust separate and apart from other funds of Cleveland-Cliffs exclusively for
the uses and purposes herein set forth. No Indemnitee shall have any preferred
claim on, or any beneficial ownership interest in, any assets of the Trust prior
to the time that such assets are paid to an Indemnitee as Expenses as provided
herein.

          (d) Any Company (as defined in paragraph (e) below) may at any time or
from time to time make additional deposits of cash or other property in the
Trust to augment the principal to 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-





<PAGE>


                                                                               6



Cliffs or any other person or entity on behalf of Cleveland-Cliffs except as
herein expressly provided.

          (e) The term "Company" as used herein shall mean Cleveland-Cliffs, any
wholly owned subsidiary or any partnership or joint venture in which
Cleveland-Cliffs and/or any wholly-owned subsidiary is a partner or venturer and
Empire Iron Mining Partnership, or any entity that is a successor to Cleveland-
Cliffs in ownership of substantially all of its assets.

          (f) This Trust Agreement No. 2 shall be construed as a part of the
Executive Agreements, the Severance Plan and the Retention Plan.

          (g) This Trust is intended to be a grantor trust, within the meaning
of Section 671 of the Internal Revenue Code of 1986, as amended (the "Code"), or
any successor provision thereto, and shall be construed accordingly. 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").

          2. PAYMENTS TO INDEMNITEES. (a) The Trustee shall promptly pay
Expenses to the Indemnitees from the assets of the Trust in accordance with
Section 13 of the Executive Agreements, Section 12 of the Severance Plan,
Article IX of the Retention Plan and this Section 2, provided that (i) this
Trust Agreement No. 2 has not been terminated pursuant to Section 12 hereof;
(ii) the Trust has become irrevocable; (iii) with respect to the first demand
for payment of Expenses hereunder received by the Trustee,


<PAGE>


                                                                               7



the Trustee shall immediately give appropriate notice thereof to all
Indemnitees, and shall make no payment of Expenses until the 21st day after such
notice has been given; and (iv) the requirements of Section 2(c) and 2(d) hereof
have been satisfied. The Trustee shall promptly inform the Company as to amounts
paid to any Indemnitee pursuant to this Section.

          (b) It is the intention of Cleveland-Cliffs that during the 21-day
period prescribed by Section 2(a) (iii) hereof, the Indemnitees will make
reasonable efforts to consult with each other and to take into account the
interests of all Indemnitees in deciding on how best to proceed to enforce the
provisions of the Executive Agreements, the Severance Plan, and/or the Retention
Plan such that the assets of the Trust are utilized most effectively; provided,
however, that this Section 2(b) is to be construed as precatory in nature, and
in the absence of any other agreement or arrangement, this Trust Agreement No. 2
(without regard to this Section 2(b)) shall apply to the payment of Expenses.

          (c) A demand for payment by an Indemnitee hereunder must be made
within two months of the date on which the Indemnitee receives a bill, invoice
or other statement setting forth the Expenses that have been incurred. In order
to demand payment hereunder, the Indemnitee must deliver to the Trustee (i) a
certificate signed by or on behalf of such Indemnitee, certifying to the Trustee
that the Company is in default in paying the Indemnitee a specified amount which
the Indemnitee





<PAGE>


                                                                               8



states to be owed under an Executive Agreement, the Severance Plan or the
Retention Plan, and (ii) a notice in writing and in reasonable detail of the
Expenses that are to be paid hereunder.

          (d) To the extent payments hereunder may be made only from funds held
in the form of a deposit or obligation, such payments may be postponed until
such deposit or obligation shall have matured. Payments shall be made to the
Indemnitee in the full amount noticed until the Trust is depleted; provided that
if on the date such amount is to be paid from the Trust other amounts have been
claimed but not yet paid to the same or other Indemnitees and the aggregate
amount so claimed exceeds the amount available in the Trust, the Trustee shall
only pay that portion of the amount then payable to each such Indemnitee
determined by multiplying such amount by a fraction, the numerator of which is
the amount then in the Trust and the denominator of which is the aggregate
amount noticed by the Indemnitees to be owed but not yet paid to that date.

          3. RIGHTS OF INDEMNITEES. (a) Nothing in this Trust Agreement No. 2
shall in any way diminish any rights of any Indemnitee to pursue his rights as a
general creditor of the Company with respect to Expenses or otherwise, and (b)
the rights of the Indemnitees under the Executive Agreements, Severance Plan or
Retention Plan shall in no way be affected or diminished by any provision of
this Trust Agreement No. 2 or action taken pursuant to this Trust Agreement No.
2, it being the intent of Cleveland-Cliffs that rights of the Indemnitees be
security for





<PAGE>


                                                                               9



obligations of the Company under the Executive Agreements, Severance Plan or
Retention Plan, except that any payment actually received by any Indemnitee
hereunder shall reduce dollar-per-dollar amounts otherwise due to such
Indemnitee pursuant to Section 13 of the Executive Agreements, Section 12 of the
Severance Plan, or Article IX of the Retention Plan, as applicable.

          4. PAYMENTS TO CLEVELAND-CLIFFS. Except to the extent expressly
contemplated by Section 1(b), 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 Expenses have been made to all Indemnitees as herein provided.

          5. INVESTMENT OF TRUST FUND. The Trustee shall invest the principal of
the Trust including any income accumulated and added to principal in (a)
interest-bearing deposit accounts or certificates of deposit (including any such
accounts or certificates issued or offered by the Trustee or any successor or
affiliated corporation but excluding obligations of the Company), (b) direct
obligations of the United States of America, or obligations the payment of which
is guaranteed, as to both principal and interest, by the government or an agency
of the government of the United States of America, or (c) one or more mutual
funds or commingled funds, whether or not maintained by the Trustee,
substantially all of the assets of which is invested in obligations the income
from which is not subject to taxation; provided, however, that no such
investment may mature more than





<PAGE>


                                                                              10



90 days after the date of purchase.  Nothing in this Trust
Agreement No. 2 shall preclude the commingling of Trust assets
for investment.  The Trustee shall not be required to invest
nominal amounts.

                  6.  INCOME OF THE TRUST.  During the continuance of
this Trust all net income of the Trust shall be retained in the
Trust.

                  7. ACCOUNTING BY TRUSTEE. The Trustee shall keep records in
reasonable detail of all investments, receipts, disbursements and all other
transactions required to be done, including such specific records as shall be
agreed upon in writing by Cleveland-Cliffs and the Trustee. All such accounts,
books and records shall be open to inspection and audit at all reasonable times
by Cleveland-Cliffs, by any Indemnitee or by any agent or representative of any
of the foregoing. Within 60 calendar days following the end of each calendar
year and within 60 calendar days after the removal or resignation of the
Trustee, the Trustee shall deliver to Cleveland-Cliffs and, if such year end,
removal or resignation occurs on or after the date on which a Change of Control
has occurred, to each Indemnitee a written account of its administration of the
Trust during such year or during the period from the end of the last preceding
year to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions affected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of





<PAGE>


                                                                              11



such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities, rights and other property held in
the Trust at the end of such year or as of the date of such 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.
Unless Cleveland-Cliffs or any Indemnitee shall have filed with the Trustee
written exception or objection to any such statement and account within 90 days
after receipt thereof, Cleveland-Cliffs or the Indemnitee 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
Cleveland-Cliffs and the Indemnitees were parties.

          8. RESPONSIBILITY OF TRUSTEE. (a) The Trustee shall act with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent corporate trustee, acting in like capacity and familiar with such
matters, would use in the conduct of an enterprise of a like character and with
like aims; provided, however, that the Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request or approval which
is contemplated by and in





<PAGE>


                                                                              12



conformity and compliance with the terms of this Trust Agreement No. 2, the
Executive Agreements, the Severance Plan and the Retention Plan, and is given in
writing by Cleveland-Cliffs or by an Indemnitee with respect to his beneficial
interest herein; and provided, further, that the Trustee shall have no duty to
seek additional deposits of principal from Cleveland-Cliffs, and the Trustee
shall not be responsible for the adequacy of this Trust.

          (b) The Trustee shall not be required to undertake or to defend any
litigation arising in connection with this Trust Agreement No. 2 unless it be
first indemnified by Cleveland-Cliffs against its prospective costs, expenses,
and liabilities (including without limitation attorneys' fees and expenses)
relating thereto, and Cleveland-Cliffs hereby agrees to indemnify the Trustee
and to be primarily liable for such costs, expenses and liabilities.

          (c) The Trustee may consult with legal counsel (which, after a Change
of Control, shall be independent with respect to the Company) with respect to
any of its duties or obligations hereunder, and shall be fully protected in
acting or refraining from acting in accordance with the advice of such counsel.

          (d) The Trustee may rely and shall be protected in acting or
refraining from acting within the authority granted by the terms of this Trust
Agreement No. 2 upon any written notice, instruction or request furnished to it
hereunder and believed by it to be genuine and to have been signed or presented
by the proper party or parties, including, without limiting the scope of





<PAGE>


                                                                              13



this Section 8(d), (i) the notice of a Change of Control required by Section
1(b) hereof, and (ii) the certification and notice required by Section 2(c)
hereof.

          (e) The Trustee may hire agents, accountants and financial
consultants, who may be agent, accountant, or financial consultant, as the case
may be, for the Company, and shall not be answerable for the conduct of same if
appointed with due care.

          (f) The Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law unless expressly provided otherwise herein.

          (g) The Trustee is empowered to take all actions necessary or
advisable in order to collect any benefits or payment of which the Trustee is
the designated beneficiary.

          9. AMENDMENTS, ETC. TO EXECUTIVE AGREEMENTS, THE SEVERANCE PLAN AND
THE RETENTION PLAN; COOPERATION OF CLEVELAND-CLIFFS. (a) Cleveland-Cliffs has
previously furnished the Trustee a complete and correct copy of each Executive
Agreement, the Severance Plan and the Retention Plan. Any Indemnitee may, and
Cleveland-Cliffs shall, provide the Trustee with true and correct copies of any
amendment, restatement or successor to any Executive Agreement, the Severance
Plan and the Retention Plan, whereupon such amendment, restatement or successor
shall be incorporated herein by reference, provided that such amendment,
restatement or successor shall not affect the Trustee's duties and
responsibilities hereunder without the consent of the Trustee.





<PAGE>


                                                                              14



          (b) Cleveland-Cliffs shall provide the Trustee with all information
requested by the Trustee for purposes of determining payments to the Indemnitees
as provided in Section 2. Upon the failure of Cleveland-Cliffs or any Indemnitee
to provide any such information requested by the Trustee for purposes of
determining payments to the Indemnitees as provided in Section 2, the Trustee
shall, to the extent necessary in the sole judgment of the Trustee, (i) compute
the amount payable hereunder to any Indemnitee; and (ii) notify Cleveland-Cliffs
and the Indemnitee in writing of its computations. Thereafter this Trust
Agreement No. 2 shall be construed as to the Trustee's duties and obligation
hereunder in accordance with such Trustee determinations without further action;
provided, however, that no such determinations shall in any way diminish the
rights of the Indemnitees hereunder or under the Executive Agreements, Severance
Plan or Retention Plan, and provided, further, that no such determination shall
be deemed to modify this Trust Agreement No. 2 or any Executive Agreement, the
Severance Plan, or the Retention Plan.

          (c) At such times as may in the judgment of Cleveland-Cliffs be
appropriate, Cleveland-Cliffs shall furnish to the Trustee any amendment to
Exhibit A for the purpose of the addition of Indemnitees to Exhibit A (or the
deletion of Indemnitees from Exhibit A who are not currently and shall not in
the future be entitled to Expenses); provided, however, that no such amendment
shall be made after the date of a Change of





<PAGE>


                                                                              15



Control, other than to designate a different address pursuant to Section 14
hereof.

          10. COMPENSATION AND EXPENSES OF TRUSTEE. The Trustee shall be
entitled to receive such reasonable compensation for its services as shall be
agreed upon by Cleveland-Cliffs and the Trustee. The Trustee shall also be
entitled to reimbursement of its reasonable expenses incurred with respect to
the administration of the Trust including fees and expenses incurred pursuant to
Sections 8(c) and 8(e) hereof. Such compensation and expenses shall in all
events be payable either directly by Cleveland-Cliffs or, in the event that
Cleveland-Cliffs shall refuse, from the assets of the Trust. The Trust shall
have a claim against Cleveland-Cliffs for any such compensation or expenses so
paid.

          11. REPLACEMENT OF THE TRUSTEE. (a) The Trustee may resign after
providing not less than 90 days' notice to Cleveland-Cliffs and, on or after the
date on which a Change of Control has occurred, to the Indemnitees. Prior to the
date on which a Change of Control has occurred, the Trustee may be removed at
any time by Cleveland-Cliffs. On or after such date, such removal shall also
require the agreement of a majority of the Indemnitees. Prior to the date on
which a Change of Control has occurred, a replacement or successor trustee shall
be appointed by Cleveland-Cliffs. On or after such date, such appointment shall
also require the agreement of a majority of the Indemnitees. No such removal or
resignation shall become





<PAGE>


                                                                              16



effective until the acceptance of the trust by a successor trustee designated in
accordance with this Section 11. If the Trustee should resign, and within 45
days of the notice of such resignation Cleveland-Cliffs and a majority of the
Indemnitees (if required) shall not have notified the Trustee of an agreement as
to a replacement trustee, the Trustee shall appoint a successor trustee, which
shall be a bank or trust company, wherever located, having a capital and surplus
of at least $500,000,000 in the aggregate. Notwithstanding the foregoing, a new
trustee shall be independent and not subject to control of either
Cleveland-Cliffs or the Indemnitees. Upon the acceptance of the trust by a
successor trustee, the Trustee shall release all of the monies and other
property in the Trust to its successor, who shall thereafter for all purposes of
this Trust Agreement No. 2 be considered to be the "Trustee."

          (b) For purposes of the removal or appointment of a trustee under this
Section 11, if any Indemnitee shall be deceased or adjudged incompetent, such
Indemnitee's personal representative (including his or her guardian, executor or
administrator) shall participate in such Indemnitee's stead.

          12. AMENDMENT OR TERMINATION. (a) This Trust Agreement No. 2 may be
amended at any time and to any extent by a written instrument executed by the
Trustee, Cleveland-Cliffs and, on or after the date on which a Change of Control
has occurred, a majority of the Indemnitees, except to make the Trust revocable
after it has become irrevocable in accordance with Section 1(b)





<PAGE>


                                                                              17



hereof, or to alter Section 12(b) hereof, except that amendments contemplated by
Section 9 hereof shall be made as therein provided.

          (b) The Trust shall terminate upon the earliest of (i) the tenth
anniversary of the date on which a Change of Control has occurred; (ii) the
third anniversary of the date on which a Change of Control has occurred,
provided that the Trustee has received no demand for payment of Expenses prior
to such anniversary; (iii) such time as the Trust no longer contains any assets;
(iv) such time as the Trustee shall have received consents from all Indemnitees
to the termination of this Trust Agreement No. 2; or (v) there is no longer any
living Indemnitee under this Trust Agreement No. 2 and there is no pending
demand by the estate of any Indemnitee against the Trust.

          (c) Upon termination of the Trust as provided in Section 12(b) hereof,
any assets remaining in the Trust shall be returned to Cleveland-Cliffs unless a
determination is made by legal counsel experienced in such matters that the
assets of the Trust may not be returned to Cleveland-Cliffs without violating
Section 403(d) (2) of ERISA, or any successor provision thereto. If such a
determination is made, any assets remaining in the Trust, after satisfaction of
liabilities hereunder, pursuant to the written direction of Cleveland-Cliffs,
shall be (i) distributed to any welfare benefit plan (within the meaning of
ERISA) maintained by Cleveland-Cliffs at the time of distribution so established
at such time in order to receive such assets from





<PAGE>


                                                                              18



this Trust, or (ii) otherwise applied to provide benefits which may be provided
by a welfare benefit plan (within the meaning of ERISA), directly or through the
purchase of insurance.

          13. SEVERABILITY, ALIENATION, ETC. (a) Any provision of this Trust
Agreement No. 2 prohibited by law shall be ineffective to the extent of any such
prohibition without invalidating the remaining provisions hereof.

          (b) To the extent permitted by law, benefits to Indemnitees under this
Trust Agreement No. 2 may not be anticipated (except as herein expressly
provided), assigned (either at law or in equity), alienated or subject to
attachment, garnishment, levy, execution or other legal or equitable process. No
benefit actually paid to any Indemnitee by the Trustee shall be subject to any
claim for repayment by the Company or Trustee, except in the event of (i) a
false claim, or (ii) a payment is made to an incorrect Indemnitee.

          (c) This Trust Agreement No. 2 shall be governed by and construed in
accordance with the laws of the State of Ohio, without giving effect to the
principles of conflict of laws thereof.

          (d) This Trust Agreement No. 2 may be executed in two or more
counterparts, each of which shall be considered an original agreement. This
Trust Agreement No. 2 shall become effective immediately upon the execution by
Cleveland-Cliffs of at least one counterpart, it being understood that all
parties





<PAGE>


                                                                              19



need not sign the same counterpart, but shall not bind any Trustee until such
Trustee has executed at least one counterpart.

          14. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
received:

                  If to the Trustee, to:
                  ----------------------

                  KeyTrust Company of Ohio, N.A.
                  127 Public Square
                  Cleveland, Ohio 44114-1306

                  Attention:  Trust Counsel

                  If to Cleveland-Cliffs, to:
                  ---------------------------

                  Cleveland-Cliffs Inc
                  1100 Superior Avenue
                  Cleveland, Ohio 44114

                  Attention: Secretary

                  If to an Indemnitee, to:
                  ------------------------

                  His or her last address shown on
                  the records of the Company

provided, however, that if any party or his or its successors shall have
designated a different address by notice to the other parties, then to the last
address so designated.





<PAGE>


                                                                              20



          IN WITNESS WHEREOF, each of Cleveland-Cliffs and the Trustee have
caused counterparts of this Trust Agreement No. 2 (Amended and Restated
effective June 1, 1997) to be executed on their behalf on June 12, 1997, each of
which shall be an original agreement.


                                     CLEVELAND-CLIFFS INC



                                     By: /s/ R.F. Novak
                                        ----------------------------
                                       Its: V.P. - H.R.
                                           -------------------------

                                     KEYTRUST COMPANY OF OHIO, N.A.,
                                     as Trustee


                                     By: /s/ Kelley Clark
                                        ----------------------------
                                       Its: Vice President
                                           -------------------------
                                     and

                                     By: /s/ J.A. Radazzo
                                        ----------------------------
                                       Its: VP
                                           -------------------------


<PAGE>
                                                                Exhibit A
                                                                ---------


Executives
----------

                   Name                          Title
                   ----                          -----

M. T. Moore                     Chairman and Chief Executive Officer
J. S. Brinzo                    Executive Vice President-Finance
W. R. Calfee                    Executive Vice President-Commercial
T. J. O'Neill                   Executive Vice President-Operations


Key Employees
-------------

                   Name                          Title
                   ----                          -----

J. W. Sanders                   Senior Vice President-Technical
A. S. West                      Senior Vice President-Sales
C. B. Bezik                     Vice President and Treasurer
G. N. Chandler II               Vice President
R. Emmet                        Vice President and Controller
F. L. Hartman                   Vice President and General Counsel
R. F. Novak                     Vice President-Human Resources
J. A. Trethewey                 Vice President-Operations Liason
J. E. Lenhard                   Secretary and Assistant General Counsel
R. C. Berglund                  General Manager-Northshore Mining Company
L. G. Dykers                    General Manager-Hibbing
                                  Taconite Company
D. Lebel                        General Manager-Wabush Mines
M. P. Minar                     General Manager-Tilden Mine
T. S. Petersen                  General Manager-Empire Mine
J. N. Tuomi                     General Manager-LTV Steel Mining Company
R. W. von Bitter                General Manager-Cliffs Reduced Iron
                                  Corporation