EXHIBIT 10(cc)


                              CLEVELAND-CLIFFS INC
                     NONEMPLOYEE DIRECTORS RETIREMENT PLAN
                                  JULY 1, 1995
                             (SUMMARY DESCRIPTION)





         Directors joining the Board of Directors of Cleveland-Cliffs Inc
("Company") after June 30, 1995 will receive in cash a quarterly retirement
amount equal to 50 percent of the stated Board retainer fee in effect at time
of retirement from the Company, in accordance with the following:

         1.      Director eligibility occurs after 5 years service, or earlier
                 if a change-of-control occurs.

         2.      Retirement benefit is payable for number of years service on
                 the Board.

         3.      Director may elect an actuarially equivalent lower payment for
                 a surviving spouse.

         4.      Retirement benefit is reduced proportionately if a
                 change-of-control occurs before 5 years of service as a
                 Director.

         5.      Mandatory retirement age for a Director is 72, but there is no
                 minimum retirement age.

         6.      Benefit payment to a Director begins upon retirement
                 (voluntary or involuntary) but not before age 65, except in
                 case of disability.

         7.      A Director who is not renominated or re-elected is deemed to
                 retire with Board consent.