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                                                                    Exhibit 10.M

                         INLAND STEEL INDUSTRIES, INC.
                            DIRECTOR RETIREMENT PLAN

                            AS AMENDED AND RESTATED
                     THROUGH AND INCLUDING JANUARY 26, 1994



         1.   PURPOSE.  The purpose of the Director Retirement Plan (the
"Plan") of Inland Steel Industries, Inc. (the "Company") is to provide
retirement income to members of the Board of Directors of the Company who serve
as non-employee Directors for a specified number of years.

         2.   ELIGIBILITY.  Each present and future member of the Board of
Directors of the Company (other than any Director who was previously an officer
or other employee of the Company or any subsidiary of the Company and who is
receiving or has received or is eligible to receive any benefit or benefits
under any pension plan of the Company or any of its subsidiaries) who (a)
completes at least ten years of continuous service as a non-employee Director
or (b) completes at least five years of continuous service as a non-employee
Director and remains on the Board of Directors until age 70 shall be eligible
to participate in the Plan.

         3.   BENEFITS.  Benefits shall be paid to an eligible Director in
quarterly installments equal to one-fourth of the annual retainer for services
as a member of the Board of Directors in effect at the time of the last Board
meeting attended by such Director.  The payment of benefits shall begin in the
calendar quarter following the date on which an eligible Director ceases to be
a member of the Board of Directors, provided, however, that if such Director
has not then attained the age of 65, the payment of benefits shall begin in the
calendar quarter following the attainment of age 65 by such Director.  The
payment of benefits shall continue for the number of full years of non-employee
service by such eligible Director up to a maximum of ten years.  Except as
otherwise provided in paragraph 4 hereof, such payments shall terminate on the
death of such Director.

         4.   SURVIVOR BENEFIT.  In the event of the death of a former Director
who is receiving benefits under the Plan or who would be entitled to receive
benefits upon his or her attainment of age 65 or in the event of the death of
any Director who would be entitled to receive benefits thereunder if he or she
had ceased to be a Director on or prior to the date of his or her death, any
benefits that would otherwise have been payable thereafter to such Director
shall be paid to such legal or natural person as is designated by the Director
as his or her beneficiary in a writing filed prior to the Director's death with
the Secretary of the Company.  If a Director fails to so designate a
beneficiary, the Director's surviving spouse, if any, will be deemed to have
been designated as the beneficiary.  Any beneficiary designation filed with the
Secretary of
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the Company may provide that, in lieu of the payments to which the beneficiary
would otherwise be entitled, the beneficiary shall be paid a lump sum amount
which is equal to the present value of such payments.  In the event that any
retirement benefits otherwise payable to a Director are not paid prior to the
last to die of the Director and the Director's beneficiary, the present value
of the remaining payments shall be paid in a lump sum to the estate of the
Director or the Director's beneficiary, whichever is the last to die.  For
purposes of the Plan, present value shall be determined by using a discount
factor equal to the interest rate applied by the Pension Benefit Guaranty
Corporation for purposes of valuing immediate annuities on the date of death of
the Director or beneficiary, as the case may be.

         5.   BENEFITS NOT TRANSFERABLE.  The interest of a Director or
surviving spouse in benefits under the Plan is personal to such Director or
surviving spouse and may not be assigned or otherwise transferred by him or
her.  Any payment to which a Director or surviving spouse may be entitled under
the Plan shall be free from the control or interference of any creditor of such
Director or surviving spouse and shall not be subject to attachment or
susceptible of anticipation or alienation.

         6.   FUNDING NOT REQUIRED.  The Company shall not be required to
establish any fund or segregate or set aside any moneys for the payment of
benefits under the Plan.

         7.   PAST SERVICE.  Past service as a Director of the Company on the
effective date of the Plan and past service as a Director of Inland Steel
Company prior to May 1, 1986 shall be considered service for purposes of the
Plan.

         8.   EFFECTIVE DATE.  The effective date of the Plan is May 1, 1988.