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CLEVELAND-CLIFFS INC. Director's Dealing 2011

Feb 23, 2011

30881_dirs_2011-02-23_0b6c69bd-00c7-4226-ac24-bb581d0f8395.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: Paradie Terrance M (SVP-Corp.Controller/CAO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-23 Common Stock A 3825 $0.00 Acquired 8150 Direct
2011-02-23 Common Stock F 1527 $92.67 Disposed 6623 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5538 Indirect

Footnotes

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

F2: Reflects the surrender of 1,222 performance shares and 305 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 15, 11, and 11 shares acquired June 1, 2010, September 1, 2010, and December 1, 2010, respectively, pursuant to the dividend reinvestment feature of the Issuer's 2005 Voluntary Non-Qualified Deferred Compensation Plan ("VNQDC").