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CLEVELAND-CLIFFS INC. Director's Dealing 2011

Feb 23, 2011

30881_dirs_2011-02-23_19e0c9a2-9d3b-4274-a57b-fb966ed6ae1d.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: 2011-02-23

Reporting Person: Carrabba Joseph A (Director, Chairman, Pres. & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-23 Common Stock A 51750 $0.00 Acquired 235936 Direct
2011-02-23 Common Stock F 25457 $92.67 Disposed 210479 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6446 Indirect

Footnotes

F1: Reflects a payout of performance shares for the 2008-2010 performance period earned under Issuer's 2007 Incentive Equity Plan.

F2: Reflects the surrender of 21,709 performance shares and 3,748 restricted share units from the 2008-2010 performance period in payment of the related tax liability incurred by the Reporting Person as a result of the award.

F3: Balance shown reflects 11 common shares acquired December 1, 2010 pursuant to the dividend reinvestment feature of the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan (the VNQDC) to shareholders of record as of November 19, 2010.