Exhibit 4(A)



 





Exhibit 4(a)




	 	 	 
	

	 	COMMON SHARES
	 
	 	 
	NUMBER

	 	THIS CERTIFICATE IS TRANSFERABLE
	

	 	IN NEW YORK
	 
	 	 
	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




                                  FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF THE PAR VALUE OF 0.50 DOLLAR EACH OF
Cleveland-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 properly
endorsed. 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 the
office 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 certificate
is 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/ John E. Lenhard

	 	/s/ John S. Brinzo
	SECRETARY

	 	CHAIRMAN, PRESIDENT AND
	

	 	CHIEF EXECUTIVE OFFICER







[CLEVELAND-CLIFFS INC OHIO CORPORATE SEAL]

AMERICAN BANK NOTE COMPANY





 









 








EquiServe 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 or
regulations:



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 ALL
OTHER CLASSES AND SERIES OF SHARES WHICH CLEVELAND-CLIFFS INC IS AUTHORIZED TO ISSUE WILL BE MAILED
TO ANY SHAREHOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT FROM SUCH SHAREHOLDER OF A WRITTEN
REQUEST THEREFOR. SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF CLEVELAND-CLIFFS INC, 18TH
FLOOR, 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 a
Rights Agreement between Cleveland-Cliffs Inc and EquiServe Trust
Company, N.A. (successor in interest to First Chicago Trust Company
of New York), dated as of
September 19, 1997, as amended (the “Rights Agreement”), the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive offices of
Cleveland-Cliffs Inc. The Rights are not exercisable prior to the occurrence of certain events
specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights
Agreement, the Rights may be redeemed, may be exchanged, may expire, may be amended, or may be
evidenced 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 Agreement
without 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 Associate
thereof (as those terms are defined in the Rights Agreement) and any subsequent holder of such
Rights may become null and void.