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                                                                 Exhibit 10(nn)



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

         WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into Trust Agreement No. 8 (the
"Agreement") effective April 9, 1991, which Agreement was amended on one
previous occasion; and

         WHEREAS, Key Trust Company of Ohio, N.A. (the "Trustee") is the
successor in interest to Society National Bank, which was the successor in
interest to AmeriTrust Company National Association; and

         WHEREAS, Cleveland-Cliffs and the Trustee desire to further amend the
Agreement;

         NOW, THEREFORE, effective July 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement to provide as follows:

         The second sentence of Section 1(b) of the Agreement is hereby
         restated in its entirety, such third sentence to read as follows:

              "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 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
                  securities of Cleveland-Cliffs (whether directly or
                  indirectly); or
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                  (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 or 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 the Company on the date of the beginning of any such
         period."



                                   *   *   *



         IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have executed
this Second Amendment at Cleveland, Ohio this 12th day of June, 1997.

                                        CLEVELAND-CLIFFS INC



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



                                        KEY TRUST COMPANY OF OHIO, N.A.



                                        By /s/ Kelley Clark
                                          ------------------------------------
                                          Title: Vice President

                                        By /s/ Meg H. Halloran
                                          ------------------------------------
                                          Title: Trust Officer