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CLEVELAND-CLIFFS INC. Director's Dealing 2010

Mar 5, 2010

30881_dirs_2010-03-05_617f69f9-7e6e-4e3b-ba1d-721209a88b91.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CLIFFS NATURAL RESOURCES INC. (CLF)
CIK: 0000764065
Period of Report: 2010-03-03

Reporting Person: GALLAGHER DONALD J (Pres. N. Am. Iron Ore)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-03 Common Stock A 31875 $53.60 Acquired 79504.048 Direct
2010-03-03 Common Stock F 12632 $53.60 Disposed 66872.048 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-03 Retention Units 2007-2009 $ D 3750 Disposed Common Shares (3750) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 98068 Indirect

Footnotes

F1: Reflects a payout in Common Stock of Performance Shares earned under the 2007 Cleveland-Cliffs Inc. Incentive Equity Plan (as Amended December 31, 2008) (Equity Plan) for the 2007-2009 Performance Period.

F2: Surrender of Performance Shares represented in payment of the related tax liability incurred by the reporting person.

F3: Held for the benefit of the Reporting Person by the Cliffs Natural Resources Inc. 2005 Voluntary Non-Qualified Deferred Compensation Plan (VNQDC).

F4: Convertible into Common Shares on a 1-for-1 basis.

F5: Represents a payout of retention units to the Reporting Person under the 2007 Equity Plan covering the period of January 1, 2007 to December 31, 2009 (Retention Period). Retention units are paid out to the Reporting Person in cash based on the market value price of the Common Shares of the Issuer on the last day of the Retention Period.