AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT is entered into this 28th day of December, 1995, by and between CLEVELAND-
CLIFFS INC, an Ohio corporation (hereinafter referred to as "Cliffs"), and SAMUEL K. SCOVIL of Gates
Mills, Ohio (hereinafter referred to as "Consultant").
W I T N E S S E T H:
WHEREAS, Cliffs and Consultant are parties to a Consulting Agreement, dated June 23, 1987, as amended
June 18, 1991, for a term ending on December 31, 1996; and
WHEREAS, the parties to that agreement wish to further amend it in certain respects.
NOW THEREFORE, the parties agree to further amend said Consulting Agreement as follows:
1. Article III is amended in its entirety to read as follows:
III. SERVICES AND COMPENSATION
Consultant agrees to provide to Cliffs, when and to the extent reasonably required, consulting and advisory
services during the term of this Agreement, and Cliffs agrees to pay Consultant at the rate of Twenty Thousand
Dollars ($20,000.00) per year through the year 1995, payable quarterly in advance on the first day of January,
April, July and October of each year, and agrees to pay $5,000 for the first quarter of 1996, payable on January
1, 1996, except that for the period commending July 1, 1991 through December 31, 1992, the annual rate shall
be Eighty Thousand Dollars ($80,000.00),
of which Sixty Thousand Dollars ($60,000.00) of such annual rate shall not be subject to the penultimate
sentence of Article X.
2. Article X is amended in its entirety to read as follows:
This Agreement shall become effective as of January 1, 1987 and, subject to the other provisions hereof, shall
terminate on March 31, 1996. This Agreement shall also terminate upon Consultant's earlier death whereupon the
balance payable hereunder through March 31, 1996 shall immediately become due and be paid to Consultant's
estate within ninety (90) days of the date of Consultant's death.
Notwithstanding the above, the termination of this Agreement shall no