<PAGE>

                                                                    EXHIBIT 4(b)

                 FORM OF 3.25% REDEEMABLE CUMULATIVE CONVERTIBLE
                      PERPETUAL PREFERRED STOCK, SERIES A-2

Number: ___                                                  ____________ Shares

CUSIP NO.: ______________

  3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2
                          (without par value per share)
                  (liquidation preference $1,000.00 per share)
                                       OF

                              CLEVELAND-CLIFFS INC

                                FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ARTICLES (AS
DEFINED BELOW).

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

NONE OF THIS SECURITY, THE CONVERTIBLE SUBORDINATED DEBENTURES THAT MAY BE
ISSUED IN EXCHANGE FOR THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON
CONVERSION OF THIS SECURITY OR THE CONVERTIBLE SUBORDINATED DEBENTURES HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND

<PAGE>

ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY
ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE
MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY), (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
THE SECURITIES ACT OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A. HEDGING
TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN
COMPLIANCE WITH THE SECURITIES ACT.

CLEVELAND-CLIFFS INC, an Ohio corporation (the "Corporation"), hereby certifies
that Cede & Co. or registered assigns (the "Holder") is the registered owner of
fully paid and non-assessable shares of preferred stock of the Corporation
designated the 3.25% Redeemable Cumulative Convertible Perpetual Preferred
Stock, Series A-2, without par value per share and with a liquidation preference
of $1,000.00 per share (the "Series A-2 Preferred Stock"). The shares of Series
A-2 Preferred Stock are transferable on the books and records of the Registrar,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer. The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Series A-2 Preferred Stock represented hereby are issued and shall in all
respects be subject to the provisions of the Amended Articles of Incorporation
of the Corporation, as amended, dated January 20, 2004, as the same may be
amended from time to time in accordance with their terms (the "Articles").
Capitalized terms used herein but not defined shall have the respective meanings
given them in the Articles. The Corporation will provide a copy of the Articles
to a Holder without charge upon written request to the Corporation at its
principal place of business.

Reference is hereby made to select provisions of the Series A-2 Preferred Stock
set forth on the reverse hereof, and to the Articles, which select provisions
and the Articles shall for all purposes have the same effect as if set forth at
this place.

Upon receipt of this certificate, the Holder is bound by the Articles and is
entitled to the benefits thereunder.

Unless the Transfer Agent's Certificate of Authentication hereon has been
properly executed, the shares of Series A-2 Preferred Stock evidenced hereby
shall not be entitled to any benefit under the Articles or be valid or
obligatory for any purpose.

<PAGE>

IN WITNESS WHEREOF, Cleveland-Cliffs Inc has executed this certificate as of the
date set forth below.

                                         CLEVELAND-CLIFFS INC

                                         By: _________________________________
                                               Name:
                                               Title:

                                         By: _________________________________
                                               Name:
                                               Title:

                                         Dated: _______________

                 TRANSFER AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the certificates representing shares of Preferred Stock referred
                      to in the within mentioned Articles.

                                         EquiServe Trust Company, N.A.
                                         as Transfer Agent

                                         By: _________________________________
                                               Name:
                                               Title: Authorized Signatory

                                         Dated: ____________________

<PAGE>

                               REVERSE OF SECURITY

                              CLEVELAND-CLIFFS INC

3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2

Dividends on each share of Series A-2 Preferred Stock shall be payable in cash
at a rate per annum set forth on the face hereof or as provided in the Articles.

The shares of Series A-2 Preferred Stock shall be redeemable as provided in the
Articles. The shares of Series A-2 Preferred Stock shall be convertible into the
Corporation's Common Shares in the manner and according to the terms set forth
in the Articles. Upon a Designated Event, holders of shares of Series A-2
Preferred Stock will have the right to require the Corporation to purchase such
shares in the manner and according to the terms set forth in the Articles.

The Corporation shall furnish to any Holder without charge a copy of the express
terms of the shares represented by this certificate and of the other classes and
series of shares that the Corporation is authorized to issue within five days of
receipt of written request thereof.

<PAGE>

                                   ASSIGNMENT

    FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
                                   Series A-2

Preferred Stock evidenced hereby to:

________________________________________________________________

________________________________________________________________

(Insert assignee's social security or tax identification number)

________________________________________________________________

(Insert address and zip code of assignee)
________________________________________________________________

________________________________________________________________

and irrevocably appoints:

________________________________________________________________

agent to transfer the shares of Series A-2 Preferred Stock evidenced hereby on
the books of the Transfer Agent and Registrar. The agent may substitute another
to act for him or her.

Date:  __________________

Signature:  ______________________

(Sign exactly as your name appears on the other side of this Series A-2
Preferred Stock Certificate)

Signature Guarantee: _____________________(1)

----------------
         (1) Signature must be guaranteed by an "eligible guarantor institution"
(i.e., a bank, stockbroker, savings and loan association or credit union)
meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Agents Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

<PAGE>

                              NOTICE OF CONVERSION

                    (To be Executed by the Registered Holder
               in order to Convert the Series A-2 Preferred Stock)

The undersigned hereby irrevocably elects to convert (the "Conversion") _______
shares of 3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock,
Series A-2 (the "Series A-2 Preferred Stock"), represented by stock certificate
No(s). __ (the "Series A-2 Preferred Stock Certificates") into Common Shares,
par value $1.00 per share ("Common Shares"), of Cleveland-Cliffs Inc (the
"Corporation") according to the conditions of the Amended Articles of
Incorporation of the Corporation establishing the terms of the Series A-2
Preferred Stock (the "Articles"), as of the date written below. If shares are to
be issued in the name of a person other than the undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates. No fee will be charged to the holder for any
conversion, except for transfer taxes, if any. A copy of each Series A-2
Preferred Stock Certificate is attached hereto (or evidence of loss, theft or
destruction thereof).

The undersigned represents and warrants that all offers and sales by the
undersigned of the Common Shares issuable to the undersigned upon conversion of
the Series A-2 Preferred Stock shall be made pursuant to registration of the
Common Shares under the Securities Act of 1933, as amended (the "Act"), or
pursuant to an exemption from registration under the Act.

Any holder, upon the exercise of its conversion rights in accordance with the
terms of the Articles and the Series A-2 Preferred Stock, agrees to be bound by
the terms of the Registration Rights Agreement.

The Corporation is not required to issue Common Shares until the original Series
A-2 Preferred Stock Certificate(s) (or evidence of loss, theft or destruction
thereof) to be converted are received by the Corporation or its Transfer Agent.
The Corporation shall issue and shall deliver or cause to be delivered Common
Shares not later than two Business Days following receipt of the original Series
A-2 Preferred Stock Certificate(s) to be converted.

<PAGE>

Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in or pursuant to the Articles.

         Date of Conversion: _________________________________________
         Applicable Conversion Rate: _________________________________
         Number of shares of Convertible
                  Series A-2 Preferred Stock to be Converted:
                  ______________________________

         Number of Common
                  Shares to be Issued: ______________________________
         Signature: _________________________________________________
         Name: ______________________________________________________
         Address:(2) ________________________________________________
         Fax No.: ___________________________________________________

--------------------
         (2) Address where Common Shares and any other payments or certificates
shall be sent by the Corporation.

<PAGE>

                                                                      SCHEDULE A

                    SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY

         The initial number of shares of Series A-2 Preferred Stock represented
by this Global Preferred Share shall be __________. The following exchanges of a
part of this Global Preferred Share have been made:

<TABLE>
<CAPTION>
                                           Amount of      Number of shares
                  Amount of decrease      increase in      represented by
                          in           number of shares      this Global
                   number of shares     represented by     Preferred Share
     Date        represented by this         this             following           Signature of
      Of           Global Preferred    Global Preferred   such decrease or     Authorized officer
   Exchange             Share                Share            increase            of Registrar
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<S>              <C>                   <C>                <C>                  <C>

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</TABLE>