Exhibit 4.1



 



Exhibit 4.1


(CLEVELAND-CLIFFS INC LETTERHEAD)


November 15, 2001


First Chicago Trust Company of New York

Mail Suite 4694

P. O. Box 2536

Jersey City, NJ 07303-2536



	 	 	 
	Attention:	 	
Mr. Fred Meyers

Senior Account Representative



Re:  Amendment No. 1 to
Rights Agreement



     Pursuant to Section 26 of the Rights Agreement (the “Rights Agreement”),
dated as of September 19, 1997, between Cleveland-Cliffs Inc (the “Company”),
and First Chicago Trust Company of New York, as Rights Agent, the Company, by
resolution adopted by its Directors, hereby amends the Rights Agreement as
follows:



	 	1.	 	Section 21 of the Rights Agreement is hereby
amended and restated in its entirety as follows:




		
	 	Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days’ notice in writing mailed to the Company and to
each transfer agent of the Common Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights Agent, upon
30 days’ notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the
Common Shares by registered or certified mail, and to the holders of the
Right Certificates by first-class mail. If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Rights Agent. If the Company shall fail
to make such appointment within a period of 30 days after giving notice
of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of a Right Certificate (who shall, with such notice,
submit such holder’s Right Certificate for inspection by the Company),
then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether



 






 








		
	 	appointed by the Company or
by such a court shall be a corporation or other legal entity organized
and doing business under the laws of the United States, in good standing,
which is authorized under such laws to exercise corporate trust powers or
stock transfer powers and is subject to supervision or examination by
federal or state authority and which has individually or combined with an
affiliate at the time of its appointment as Rights Agent a combined
capital and surplus of at least $100 million dollars and which shall
otherwise meet any requirements imposed by the New York Stock Exchange on
transfer agents and registrars. After appointment, the successor Rights
Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent
without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer
agent of the Common Shares and mail a notice thereof in writing to the
registered holders of the Right Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as the
case may be.



     2.     The Rights Agreement shall not otherwise be supplemented or amended by
virtue of this Amendment No. 1 to the Rights Agreement, but shall remain in
full force and effect.


     3.     Capitalized terms used without other definition in this Amendment No. 1
to the Rights Agreement shall be used as defined in the Rights Agreement.


     4.     This Amendment No. 1 to the Rights Agreement shall be deemed to be a
contract made under the internal substantive laws of the State of Ohio and for
all purposes will be governed by and construed in accordance with the internal
substantive laws of such State applicable to contracts to be made and performed
entirely within such State.


     5.     This Amendment No. 1 to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


     6.     This Amendment No. 1 to the Rights Agreement shall be effective as of
November 15, 2001 and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.


     7.     Exhibits A and B to the Rights Agreement shall be deemed amended in a
manner consistent with this Amendment No. 1 to the Rights Agreement.


 






 




	 	 	 	 
	 	Very truly yours,
	 
	 	CLEVELAND-CLIFFS INC
	 
	 	By: 	 /s/ C. B. Bezik


Name:  C. B. Bezik

Title:  Senior Vice President-Finance





Accepted and agreed to as of the

effective time specified above:


First Chicago Trust Company of New York




	 	 	 	 
	 	
	 
	 	By: 	 /s/ Thomas Grayman


Name: Thomas Grayman

Title: Senior Managing Director