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CLEVELAND-CLIFFS INC. Director's Dealing 2010

Mar 4, 2010

30881_dirs_2010-03-04_e11a47df-eabd-4657-bc27-fc46e21494bd.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: 2010-03-02

Reporting Person: Boor William C (Sr. Vice Pres., Bus. Devel.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-03-03 Common Stock A 12750 $53.60 Acquired 27342.2609 Direct
2010-03-03 Common Stock F 4073 $53.60 Disposed 23269.2609 Direct
2010-03-02 Common Stock A 1015 $58.65 Acquired 16577 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-03-03 Retention Units 2007-2009 $ D 1500 Disposed Common Shares (1500) Direct

Footnotes

F1: Reflects a payout in Common Stock of Performance Shares earned under the Cleveland-Cliffs Inc 2007 Incentive Equity Plan (as Amended December 31, 2008) (2007 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: The amount represents an exchange of all or a portion of the Reporting Person's cash bonus for 812 shares of Cliffs Natural Resources Inc. (Company) Common Shares on a deferred basis (Exchange Shares) under the Company's 2005 Voluntary Nonqualified Deferred Compensation Plan (VNQDC). An additional 203 deferred shares (Match Shares) were credited to the account of the Reporting Person in the VNQDC equal to 25 percent of the market value of the Exchanged Shares on the deferral date of the bonus payment.

F4: Held for the benefit of the Reporting Person by the VNQDC.

F5: Convertible into Common Shares on a 1-for-1 basis.

F6: 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.