Exhibit
4(b)
CUSIP NO.: 18683K309
3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock,
Series A-2
(without par
value per share)
(liquidation
preference $1,000.00 per share)
OF
CLIFFS NATURAL RESOURCES 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 CORPORATION 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.
CLIFFS NATURAL
RESOURCES 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, as the same may be amended from time to time in accordance
with its 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.
IN WITNESS WHEREOF,
Cliffs Natural Resources Inc. has executed this certificate as of
the date set forth below.
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CLIFFS NATURAL
RESOURCES INC.
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By:
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Name:
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Joseph A. Carrabba
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Title:
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Chairman, President and
Chief Executive Officer
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By:
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Name:
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George W. Hawk,
Jr.
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Title:
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General Counsel and
Secretary
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Dated:
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TRANSFER A