Incorporated Under the Laws of the State of Ohio Cleveland-Cliffs Inc Certificate Number Reference Date Shares

 

Exhibit 4(a)

     
  COMMON SHARES
 
   
NUMBER
  THIS CERTIFICATE IS TRANSFERABLE
  IN CANTON, MA OR JERSEY CITY, NJ
 
   
CU
  CUSIP 185896 10 7
  SEE REVERSE FOR CERTAIN DEFINITIONS

INCORPORATED UNDER THE                                        LAWS OF THE STATE OF OHIO

CLEVELAND-CLIFFS INC

CERTIFICATE NUMBER                              REFERENCE                              DATE                              SHARES

THIS CERTIFIES THAT

IS THE OWNER OF

                                  FULLYPAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF 0.25 DOLLAR EACH OFCleveland-Cliffs Inc, transferable on the books of the Company by the registered holder in person or by duly authorized attorney, upon surrender of this certificate properlyendorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation of the Company filed in theoffice of the Secretary of State of Ohio (copies of which are on file with the Company and with the Transfer Agent) to which the holder by acceptance hereof assents. This certificateis not valid unless countersigned by the Transfer Agent and registered by the Registrar.

[SHARE CERTIFICATE]

                         Witness the seal of the Company and the signatures of its duly authorized officers.

     
/s/George W. Hawk, Jr.
  /s/ John S. Brinzo
SECRETARY
  CHAIRMAN AND
  CHIEF EXECUTIVE OFFICER

[CLEVELAND-CLIFFS INC OHIO CORPORATE SEAL]
AMERICAN BANK NOTE COMPANY

 


 

Computershare Trust Company,N.A.
TRANSFER AGENT
AND REGISTRAR,
BY /s/ Stephen Cesso
AUTHORIZED SIGNATURE



     The following abbreviations, when used in the inscription on the face of this certificate,shall be construed as though they were written out in full according to applicable laws orregulations:

TEN COM          – as tenants in common

TEN ENT          – as tenants by the entireties

JT TEN- as joint tenants with right of survivorship and not as tenants in common

             
UNIF GIFT MIN ACT
 


  Custodian  
  (Cust)       (Minor)
                        under Uniform Gifts to Minors
 
           
    ACT  
     
        (State)

Additional abbreviations may also be used though not in the above list.

CLEVELAND-CLIFFS INC

     A COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND OF ALLOTHER CLASSES AND SERIES OF SHARES WHICH CLEVELAND-CLIFFS INC IS AUTHORIZED TO ISSUE WILL BE MAILEDTO ANY SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT FROM SUCH SHAREHOLDER OF A WRITTENREQUEST THEREFOR. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARYOF CLEVELAND-CLIFFS INC, 15THFLOOR, DIAMOND BUILDING, 1100 SUPERIOR AVENUE, CLEVELAND, OHIO 44114-2589.

For value received,            hereby sell, assign and transfer unto

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.


Shares

represented by the within Certificate, and do hereby irrevocably constitute and appoint  
 



Attorney, to transfer the said shares on the books of the within-named Company, with full power of substitution in the premises.

Dated,                     

X                                  

This Certificate also evidences and entitles the holder hereof to certain Rights as described in aRights Agreement between Cleveland-Cliffs Inc and Computershare TrustCompany, N.A. (successor in interest to First Chicago Trust Companyof New York), dated as ofSeptember 19, 1997, as amended (the “Rights Agreement”), the terms of which are hereby incorporatedherein by reference and a copy of which is on file at the principal executive offices ofCleveland-Cliffs Inc. The Rights are not exercisable prior to the occurrence of certain eventsspecified in the Rights Agreement. Under certain circumstances, as set forth in the RightsAgreement, the Rights may be redeemed, may be exchanged, may expire, may be amended, or may beevidenced by separate certificates and will no longer be evidenced by this Certificate.Cleveland-Cliffs Inc will mail to the holder of this Certificate a copy of the Rights Agreementwithout charge promptly after receipt of a written request therefor. Under certain circumstances,Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associatethereof (as those terms are defined in the Rights Agreement) and any subsequent holder of suchRights may become null and void.