Corporate Governance

Cliffs' Board of Directors and management team firmly believe that sound principles of corporate governance are critical to obtaining and retaining the trust of investors. They are also vital in securing the respect of the Company's employees, customers, suppliers, the communities in which Cliffs operates and the public at large.

Cliffs has a strong, knowledgeable Board and an active group of independent directors who interact frequently with the management team. There is a constructive working relationship between the Board and management, and the Board provides valuable advice and counsel to management. The directors have the skills, competencies and experience that allow the Board to oversee and monitor critical activities and results of the Company.

• Ten of the 11 Board nominees for 2011 are independent.
• There is no family relationship among any of Cliffs' directors and officers.
• All directors are elected annually, and shareholders have cumulative voting rights.
• Independent directors have designated a lead director and meet at regularly scheduled executive sessions without management.
• Audit, compensation and organization, and board affairs committees are composed entirely of independent directors.
• Independent directors must take a portion of their annual retainer in Company stock in accordance with stock ownership guidelines.
• All directors attended at least 75 percent of the meetings of the Board and Board committees of which they were a member in 2010.
• There is no retirement plan for independent directors elected to the Board subsequent to 1998.
• A formal code of ethics provides guidance to Cliffs' directors and employees.

Ethical conduct is an integral part of the governance philosophy at Cliffs. The Company's core values and business ethics policy provide guidance to Cliffs' directors and employees.

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CLIFFS AND ASSOCIATED COMPANIES CORE VALUES

Safe Production record production with: lack of injuries...good housekeeping and orderly work areas...well-maintained equipment...proper training and procedures...looking out for and correcting each other...safe conditions and behavior...qualification for MSHA national safety award "Sentinels of Safety"

Customer Focus listening to the customer...being responsive and on time...meeting quality expectations...helping the customer succeed

Creating Economic Value doing the right things right the first time...elimination of waste and inefficiency...breakthroughs in productivity and technology

Bias for Action getting things done...reduced red tape..."barrierless"...call anybody you want...management by fact....plan the work, work the plan

Trust, Respect and Open Communication open access to information...constructive conflict...delegation to the appropriate level...toleration of failure in pursuit of business success...encouraging and accepting different views...feeling an obligation to explain your actions to those affected...gender and racial diversity

Group and Individual Accountability behaving in line with our core values...being responsible for our actions...providing plans/standards/expectations...holding yourself and/or the group to a high standard of performance...walk the talk

Integrity doing what you say you are going to do...no hidden agendas...doing the right thing...being truthful...zero tolerance...not walking away from a situation...being credible

Teamwork actively involve others in decision-making...know when to take a leadership role and when to be an active member...recognize the value of teamwork and the synergy it creates

Recognize and Reward Achievement celebrating successes...stress training and development...an effective appraisal of performance...expressing a simple thank you

Environmental Stewardship going beyond compliance...being socially responsible...anticipating and addressing potential impacts before they occur...personal accountability...operating to preserve the environment for future generations

These core values are important to our future. All will be judged on their support of and commitment to them.

May 10, 2006

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Introduction

The Code of Business Conduct and Ethics ("Code") affirms Cliffs Natural Resources Inc.'s ("Company") commitment to the highest standards of business conduct and ethics, integrity, and attendant compliance reporting in accordance with all applicable laws. The Code is applicable to all Company directors, officers and employees, and extends to agents and representatives, including consultants, in conducting the Company's business. Any reference to "employee" within the Code refers to all these individuals.

The Code is intended to protect and enhance the Company's integrity and reputation by maintaining the highest degree of honesty in all business relationships. The Code and Core Values Statement (Exhibit I) set forth a common set of values and standards to which all of the Company's employees are expected to adhere. These values and standards address three areas:

• The Company's responsibility to abide by the laws that apply to the Company's business where the Company operates,
• the Company's obligation to conduct internal and external business fairly and ethically,
• and the Company's responsibility to interact fairly and respectfully with each other, its customers and suppliers, and its host communities.

Standards of Business Ethics and Conduct

The Company and all employees shall conduct business within the highest ethical and moral standards. It is the responsibility of all employees to operate the Company in an effective and ethical manner in order to produce value for stockholders. Employees should never put personal financial interests ahead of or in conflict with the interests of the Company. The Company's relationship with all employees, customers, suppliers, governmental agencies, and the general public shall be conducted in all respects in a manner that protects and enhances the Company's reputation for integrity. This mandate also applies to an employee's use of personal funds or assets to promote the business of the Company.

The Company strives to comply with all laws, rules, and regulations of the locations where the Company does business. If a law, rule, or regulation is unclear, or conflicts with a provision of this Code, you should seek advice from supervisors or our Legal Department but always seek to act in accordance with the ethical standards described in this Code.

A violation of the Code is a serious matter. All incidents reported will be thoroughly investigated. Disciplinary actions will be taken as deemed necessary up to and including termination. You can report a violation of the Code by calling the Ethics Hotline at 1-800-756-7427 or accessing the On-line Ethics Reporting website at http://www.guideline.lrn.com. For further directions on reporting violations please reference the "Reporting Violations of this Code" section below.

Company Records and Records Retention

Compliance with accepted accounting rules, controls, and the Company's Records Retention Policy is expected at all times. All assets, liabilities, revenues and expenses of the Company shall be properly recorded in the respective books and records. All entries made shall properly reflect the intent and nature of any transaction.

All of the Company's books, records, accounts, and financial statements shall be maintained in reasonable detail, appropriately reflect the Company's transactions, and conform both to applicable legal requirements and to our system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

Exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies in our business records and communications should be avoided.

Employees must follow the Company's Records Retention Policy with respect to the retention and the disposal of all Company records or files. Company records are both physical documents as well as electronic documents on computers, servers or any other media. Records comprise a wide variety of media, including but not limited to, paper, e-mail, instant messaging transcripts and other electronic records stored on computer servers, CDs, hard disks, floppy disks or other electronic data processing storage media. In the event of litigation or governmental investigation, please consult the Company's Legal Department with any questions.

Political Activities

The Company encourages participation by employees in public affairs. This may include supporting, volunteering for and personally contributing to the political party and candidates of the employee's choice. Employees cannot give any endorsements or indications of support on behalf of the Company to candidates for elected office. Endorsements or other indications of support, or the use of Company funds, directly or indirectly, for contributions of any kind to any political party in the United States or to the campaign committee of any candidate for or holder of any office of any domestic or foreign government are prohibited, even where such endorsements, other indications of support, or contributions are lawful.

The Company can make contributions in support of or in opposition to non-partisan referendum issues and to section 527 organizations where it is not prohibited by law.

Company expenditures are permitted for lobbying, whether directly or indirectly. Lobbying activity must be reported to the relevant authorities in compliance with state and federal laws.

International Business Relationships

The Company conducts business in many different countries around the world. The Company respects the authority of the government in these countries. The Company will maintain honest relationships with the government and their officials, personnel and agencies. Employees who interact with foreign governments will comply with laws and regulations relating with the business being conducted.

Illegal or Improper Payments by the Company or Employees

No personal payments of any kind, whether of money, services or property, may be offered or made directly or indirectly to any domestic or foreign public official (including employees or agents of or consultants to governmental organizations) or to any employee, agent or representative of any labor union or any organization seeking or doing business with the Company, except for incidental nominal gratuities described below. Bribes, kickbacks or gifts to obtain business concessions from any individual or organization are strictly prohibited.

Normal and properly authorized business expenses, such as reasonable business travel and entertainment, noncash gifts of nominal value provided openly and according to established business practice, and product demonstrations or visits to Company operations, are permitted.

Depending on the government regulations that may apply, business meals and certain other expenditures of nominal value by Public and Environmental Affairs personnel for domestic public officials may be permitted. Such determination shall be made by knowledgeable Public and Environmental Affairs management.

Gifts, Entertainment and Other Benefits

In order for employees to avoid the possibility of improper relations with customers, suppliers or service providers of the Company, the following standards will apply to the receipt of gifts, entertainment and other benefits.

Employees or members of their immediate families should not accept any gifts of cash, services, travel, lodging, accommodations, or other forms of compensation or benefit from any customers, suppliers or service providers (prohibited gifts, entertainment and other benefits). Any prohibited gifts, entertainment and other benefits should be returned (or refused, in the case of entertainment, accommodations and other services that are not returnable) and reported to the employee's supervisor. Prohibited gifts, entertainment and other benefits include:

• Receipt of gifts of cash or cash equivalents (such as gift cards) in any amount;
• Acceptance of paid commercial transportation;
• Acceptance of paid lodging;
• Acceptance of the free use of any vehicle, appliance, or other property;
• Borrowing of money from providers (other than from financial institutions on competitive terms), or having a supplier act as guarantor for any loan, mortgage or lien;
• Acceptance of entertainment which substantially exceeds either prudent business standards or normal reciprocal business entertainment by the Company; and
• Acceptance of gifts of more than token value.

Employees or members of their immediate families should not accept any gifts, entertainment or personal benefit from any customers, suppliers or service providers which could reasonably be interpreted to influence the employee's judgments or actions in performing his or her duties for the benefit of the Company ("prohibited gifts"). Any prohibited gifts should be returned (or refused, in the case of entertainment and other services that are not returnable) and reported to the employee's supervisor.

Acceptance of perishable or other gifts of nominal value, such as advertising or promotional materials clearly marked with customer, supplier or service provider brand names, is not improper unless it influences the employee's judgment or action in performing his or her duties. Acceptance of reasonable and infrequent business meals or entertainment from customers, suppliers or service providers and reciprocal provision of similar courtesies are not improper unless it influences the employee's judgment or actions in objectively performing his or her duties for the benefit of the Company.

Note that acceptance of paid commercial transportation, chartered flights or lodging may be acceptable in certain limited circumstances where there is a clear and compelling business purpose. Such circumstances must be documented and formally approved in advance of acceptance by the Company's Ethics Committee.

Open Communication

Senior management must be informed at all times of matters which are important in preserving the Company's reputation. Accordingly, there shall be full communication with senior management. Likewise, there shall be no concealment of any information from either internal or independent auditors.

Observance of Antitrust Laws

Agreements or understandings with competitors (both traditional competitors as well as others who compete in the marketplace from time to time) to limit or restrict competition with respect to such matters as prices, terms or conditions of sale, production, distribution, territories or customers are usually unlawful. In general, agreements and transactions with anti-competitive implications may be, per se, illegal. If in doubt about compliance with antitrust laws, contact the Company's Legal Department who will obtain outside special counsel if necessary.

Environmental

The Company will comply with all applicable environmental laws and regulations. Operations and activities of the Company shall be undertaken in accordance with best available practices. The Company requires compliance by contractors operating at Company facilities with all applicable environmental laws and regulations of the jurisdiction in which operations are being conducted.

Inside Information and Insider Trading

The Company is a publicly-owned corporation subject to the Securities Exchange Act of 1934 and the regulations of any stock exchange on which the Company's securities are traded. Such regulations prohibit employees from profiting on stock transactions based on information available to them in their capacity as Company employees which is not otherwise available to the general, investing public (commonly known as "inside information"). Inside information is generally information which, if made known to the investing public, is likely to have an effect upon the market price of the Company's traded securities or the securities of any other enterprises in which the Company has an interest or seeks to acquire or dispose of an interest. Further, dissemination of such non-public information to others who may benefit from such information is also prohibited. Violation of these laws and regulations may result in criminal and/or civil penalties. Additional regulations apply to transactions in the Company's stock by officers of the Company. Examples of confidential information include:

• Earnings,
• dividend actions,
• mergers and acquisitions,
• major dispositions,
• security offerings,
• other significant Company transactions,
• major discoveries,
• major personnel changes,
• labor negotiations,
• or unusual gains or losses in major operations.

Disclosure of Confidential Information

If an employee should be required to disclose any information of the type described in the above section that is considered to be confidential, such individual is required to notify the Company's Legal Department immediately.

Information Obtained Under Confidentiality Agreements

Periodically, the Company is bound by strict confidentiality requirements in connection with proprietary information received under a confidentiality agreement, or in connection with any potential acquisition, merger or formation of a new business that may be presented for its consideration. Each employee, therefore, is similarly responsible for complying with such confidentiality requirements.

Any information described above which is disclosed to the Company must be kept confidential by all employees and used only for the purpose intended.

Confidential information should be transmitted only to individuals with a "need to know". If a confidentiality agreement exists, these individuals should be so advised and will be similarly bound by it. These confidentiality provisions do not apply to information which is generally available to the public, or which was available on a non-confidential basis before its disclosure by a party to a transaction, or which is required to be disclosed under law.

Competition and Fair Dealing

The Company strives to outperform our competition fairly and honestly by developing leading products based on design and performance. The Company does not engage in unethical or illegal business practices such as stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing disclosure of this type of information by past or present employees of other companies.

Corporate Opportunities

Without the prior consent of our Board, employees shall not individually benefit from opportunities that are discovered through the use of Company property, information or position. The Company's Directors, officers, and employees are also prohibited from competing with the Company.

Conflicts of Interest

All employees should avoid situations which may create a conflict between their personal financial interests and the interests of the Company. Conflicts of interest arise when an individual's position or responsibilities with the Company present an opportunity for personal or family gain from potential or actual business transactions between themselves or family members, third parties and the Company.

An employee should not use his or her position with the Company or information acquired during employment in a manner that may create a conflict, or the appearance of a conflict, between the employee's personal interests and those of the Company, the Company customers, and Company suppliers. An employee must make all business decisions for the Company free of conflicting outside influences. Therefore, absent written authorization by the Company, no employee shall be affiliated with any supplier or provider of goods or services to the Company. Examples of inappropriate outside affiliations include, but are not limited to: having an ownership interest in or being employed by a Company supplier or provider of goods or services. Any relationship of this nature must be reported to determine if a potential conflict exists.

Each employee should avoid personal favor of any kind from any firm or person having current or ongoing dealing with the Company if such favor actually or potentially produces or appears to produce conflicts with the Company's interests or reflects unfavorably on its integrity.

The following are examples of conflict of interest situations:

• For an employee, or any member of the employee's immediate family, to hold controlling investments (as determined by the Company) or any other direct or indirect financial interests in the business of a supplier or competitor of the Company (other than a publicly traded stock, e.g. Vale, US Steel or BHP).
• For an employee to do business with a relative on behalf of the Company unless the facts are disclosed and prior authorized approval is received.
• For an employee to accept a loan, gift, or favor from a source having business relations with the Company, except for usual business entertainment.
• For an employee to benefit directly or indirectly from a third party that furnishes products, materials, or services to the Company.

Employees are expected to refrain from any private business activities, in which they have any direct or indirect financial interest that would place them in a position where there is a clear or potential conflict between their private interests and their duties and responsibilities to the Company, the Company customers and the Company suppliers. In all transactions with others on behalf of the Company, or where their actions could affect the Company, employees are expected to act in the best interest of the Company and not for their own private benefit. Employees must not engage in any private transactions, which involve the direct or indirect use of inside information (information that has not become public information) gained through their position with the Company.

Employees need to be especially sensitive to situations that have even the appearance of impropriety and promptly report them to a supervisor, or if appropriate, a more senior manager. If a person believes that a transaction, relationship or other circumstance creates or may create a conflict of interest, he or she should promptly report this concern. It is the Company's policy that circumstances that pose a conflict of interest for our non-director and non-executive officer employees are prohibited unless a waiver is obtained from an executive officer of the Company. Consistent with New York Stock Exchange listing requirements, any waiver of this conflict of interest policy for a director or executive officer of the Company may only be made by the Board of Directors or a Committee of the Board, and any waiver will be promptly disclosed.

Annual Disclosure Requirement

Annually, each member of the Company's Board of Directors and each Company employee occupying a designated sensitive position, including all officers, general managers, and purchasing personnel, shall complete a business ethics certification which will be completed on-line via the Company's Ethics Center. Certifications will be reviewed by the Company's Legal Department and the CEO. In cases of potential or actual conflict the certifications shall be available to auditors and to the Audit Committee of the Company's Board of Directors for their review. The CEO shall designate all "sensitive" positions and may approve certain disclosed "conflicts" on the basis of immateriality or adequate management oversight.

Financial Information and Public Reporting

The Company is a public company and as a result files reports and other documents with the Securities and Exchange Commission ("SEC") and the stock exchanges on which our securities trade. As well, the Company issues press releases and makes other public statements that include financial and other information about the Company's business, financial condition and results of operations. The Company endeavors to make complete, balanced, accurate, timely and transparent disclosure in reports and documents the Company files with, or submits to, the SEC and in the Company's press releases and public communications.

The Company requires cooperation and open communication with its internal and outside auditors. It is illegal to take any action to fraudulently influence, coerce, manipulate, or mislead any internal or external auditor engaged in the performance of an audit of its financial statements.

The laws and regulations applicable to filings made with the SEC, including those applicable to accounting matters, are complex. While the ultimate responsibility for the information included in these reports rests with the Company's Chief Executive Officer and Chief Financial Officer, numerous other employees participate in the preparation of these reports or provide information included in these reports. The Company maintains disclosure controls and procedures to ensure that the information included in the reports that the Company files or submits to the SEC is collected and communicated in such a manner as to permit timely disclosure of the required information.

If an employee is requested to provide, review or certify information in connection with the Company's disclosure controls and procedures, the employee must provide the requested information or otherwise respond in a full, accurate and timely manner. Moreover, even in the absence of a specific request, the employee should report any information that the employee believes should be considered for disclosure in the Company's reports to the SEC. Further, if any information reviewed is considered inaccurate, misleading and/or fraudulent, it is an employee's responsibility to report this appropriate level of personnel within the Company.

If an employee has questions or is uncertain as to how the Company's disclosure controls and procedures may apply in a specific circumstance, the employee should promptly contact his or her supervisor or a more senior manager. The Company desires an employee to ask questions and seek advice. Additional information regarding how to report questions or concerns (including on a confidential, anonymous basis) is included below in this Code under the heading "Reporting Violations of this Code."

Financial Matters and Internal Controls

Employees have an obligation to assist the Company in complying with all applicable federal, state and local laws. Company employees responsible for any aspect of the Company's internal accounting controls and financial and tax reporting systems are further obligated to maintain high ethical standards of integrity and honesty..

Employees responsible for any aspect of the Company's internal accounting controls and financial reporting systems must also work diligently to prepare financial statements and reports that are not false or misleading, and that present complete, balanced, accurate, timely and transparent disclosure in the Company's periodic reports and other public communications. Technical compliance with generally accepted accounting principles and applicable governmental financial reporting and disclosure rules and regulations is, however, insufficient. This is particularly important in any matter in which a Company employee has any personal interest, such as any matter that has a direct or indirect effect on Company employee compensation. Any uncertainty about judgments concerning accounting, auditing, or tax matters should be discussed with a supervisor or business area administrator; when in doubt, ask for guidance.

Any action taken to fraudulently influence, coerce, manipulate, or mislead any internal or external auditor performing an audit of, or audit-related functions concerning, the Company's financial statements or financial reports will not be tolerated and is expressly prohibited.

Complaints concerning accounting, internal accounting controls, or auditing or tax matters, and any concerns regarding questionable accounting, auditing or tax matters, and any other violations of this Code are to be reported in accordance with the Reporting Violations of this Code of Conduct section below.

Fair Treatment and Equal Opportunity

The Company is committed to providing employees an atmosphere where they are treated fairly and respectfully. Every employee across the company has the right to work in an atmosphere that is free of harassment and discrimination.

Harassment can occur in many different fashions across the company, between coworkers, supervisors, suppliers, customers or consultants. Harassment at any level of interaction is strictly prohibited and will be dealt with swiftly. Any harassment violations will result in disciplinary actions up to and including termination of employment. Examples of harassment could be verbal, visual, or physical conduct that focuses on race, color, religion, sex, sexual orientation or gender identity, age or any other protected class by the U.S. or local laws and regulations.

Equal employment opportunity shall be provided to all persons consistent with employment requirements and qualifications.

Health and Safety

The Company strives to provide a safe and healthy work environment by following safety and health rules and practices and promptly reporting accidents, injuries and unsafe equipment, practices, or conditions to a supervisor or senior manager.

The Company does not permit violence or threatening behavior in the workplaces. The Company requires that employees report to work in condition to perform their duties at their best, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace is not tolerated by the Company.

Privacy and Personal Information

The Company will only collect personal information from employees in an ethical and lawful manner. The Company will collect personal information in a fair and discrete manner. Employees that are collecting personal information on behalf of the Company must inform the person involved of the purpose for the collection of the personal data. Appropriate measures will be taken to ensure that access to the personal information is appropriately restricted only to employees with a need to conduct their job function. Employees will ensure that all personal information retained in Company records is treated as strictly confidential.

Software Usage

Copyrighted software for any Company personal computers shall be acquired, installed and used in accordance with copyright law and the terms of any license under which it was obtained. Unless otherwise specifically permitted by the terms of a license, such software, including instruction manuals, may not be copied, or installed on more than one personal computer.

Protection and Proper Use of Company Assets

Theft, carelessness, and waste of Company assets have a direct impact on the Company's profitability and are to be avoided. Any suspected incident of fraud or theft should be immediately reported to a supervisor or, if appropriate, a more senior manager for investigation. The Company carefully safeguards its confidential information. Unauthorized use or distribution of confidential information is prohibited and could also be illegal, resulting in civil or even criminal penalties.

Non-Compliance

Employees violating this Code intentionally or by a pattern of negligence are subject to disciplinary action, including discharge or other legal action. The Company shall cease transacting business with a supplier or agent who violates this Code intentionally or exhibits a pattern of negligence in compliance with the Code.

Reporting Violations of the Code

Any violation should be reported immediately by any person to his or her unit manager or department head who should insure that the matter is reported to the Company's officer to whom the unit manager or department head reports and to the Company's General Counsel. The person reporting the violation may choose in certain sensitive circumstances to contact the General Counsel directly. When appropriate and in all cases involving material financial matters, the General Counsel shall advise the Company's Chief Risk Officer and the CEO.

The Chief Risk Officer and the independent public accounting firm shall inform the CEO, General Counsel, and the Audit Committee of the Company's Board of Directors of any violations of this Code.

The Company shall use its best efforts to protect the confidentiality of any persons who report violations. Persons reporting violations should (a) have legitimate reason to report, (b) not attempt to investigate the circumstances, and (c) not discuss it with other employees or third parties, except as provided above.

Under the direction of the General Counsel, the Company will fully investigate any suspected violation of this Code. The Company must, however, be given sufficient information to enable it to conduct a thorough investigation. Allegations based on rumor or incorrect information result in unnecessary administrative time. Such allegations can also adversely affect the reputation of innocent people. All Company employees are required to cooperate fully with any such investigation efforts and to provide complete, accurate and truthful information. The Company will attempt to maintain confidentiality where feasible and where consistent with any accused party's right to investigatory due process, under applicable law.

The Company's Human Resources Officer and the General Counsel shall jointly recommend the appropriate level of disciplinary action to the CEO for decision. Affected employees shall be afforded, upon request, an opportunity to meet directly with the Human Resources Officer, the General Counsel, and/or the CEO to review the circumstances or the disciplinary action and seek redetermination.

The Company has an Ethics and Compliance Hotline that is a completely anonymous and confidential reporting tool to communicate misconduct and promote a positive work environment. The Hotline is available 24-hours-a-day, 7-days-a week by telephone at 1-800-756-7427 or on the Internet at http://www.guideline.lrn.com. Users of the Hotline have the option of remaining anonymous. Please remember that all allegations will be taken seriously, whether the employee is identified or chooses to remain anonymous. The purpose of the Hotline is to take calls regarding business practices and reports of potential violations of this Code. Users may remain anonymous.

The Company will not retaliate against any employee who in good faith reports a suspected violation of this Code or who assists in an investigation or proceeding relating to an alleged violation. Any form of retaliation or adverse action against any Company employee for reporting in good faith a suspected violation of this Code or for participating in complaint investigation efforts will not be tolerated and is expressly prohibited. Any employee who engages in retaliatory conduct in violation of this Code will be subject to disciplinary action, up to and including immediate termination. The Company fully expects any suspected retaliation, reprisal or intimidation to be reported immediately to Company's Chief Compliance Officer (General Counsel). Any manager or supervisor who has knowledge of any suspected violation of this Code and fails to report the situation to the Company's Chief Compliance Officer may be subject to disciplinary action, up to and including termination.

Questions Regarding this Code

Compliance with this Code is best assured by employees exercising good judgment and applying the "sunshine test", i.e., "if my decision or action would become known to other people, would it cause embarrassment, condemnation or penalty to me, my co-workers or the Company". Any employee who has any questions regarding this Code or its application should discuss the matter with his or her supervisor or the officer to whom such employee ultimately reports. Any supervisor or officer requiring interpretation of this Code should refer the question to the Company's General Counsel. Employees involved in compliance activities are encouraged to seek advice from the Company's Legal Department as necessary in regard to observance of all applicable laws and regulations.

Waivers

Certain sections of the Code may be waived depending on the circumstances, such as local laws or customs. Consistent with New York Stock Exchange listing requirements, only the Company's Board of Directors or a Committee of the Board may waive a provision of this Code for the executive officers or directors. Waivers for any other employee may be made only under special circumstances by an appropriate Company officer or business unit head. As required by law, any such waivers, including revisions to the Code, will be promptly disclosed to the public.

Summary of this Code

A summary of this Code shall be prominently displayed on the Company's website in order to be available to all of the Company's Directors, officers, employees, and external business associates.

Conclusion

The Company's good name and reputation depend, to a very large extent, upon you taking personal responsibility for maintaining and adhering to the policies and guidelines set forth in this Code. Business conduct on behalf of the Company must be guided by the policies and guidelines set forth in this Code.

* * * * *

Consistent with New York Stock Exchange listing requirements, this Code will be included on the Company's website and will be made available upon request sent to the Company's Secretary. The Company's Annual Report to shareholders will state that this Code is available on the Company's website and will be made available upon request sent to the Company's Secretary.

Mar 31, 2010

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CLIFFS NATURAL RESOURCES INC. AND ASSOCIATED COMPANIES CORPORATE GOVERNANCE GUIDELINES

1. UNITS AFFECTED

1.1. Cliffs Natural Resources Inc. ("Cliffs") Board of Directors (the "Board").

2. RESPONSIBILITY OF THE BOARD

2.1. The primary duty of the Board of Cliffs is to promote the best interests of Cliffs' shareholders through oversight of the management of Cliffs' business and affairs. The Board believes that this duty is best met by establishing a corporate culture of accountability, responsibility and ethical behavior through the careful selection and evaluation of senior management and members of the Board and by carrying out the Board's responsibilities with honesty and integrity.

2.2. In discharging their obligations, Directors are entitled to rely on the honesty and integrity of Cliffs' senior executives and its outside advisors and auditors, although such reliance does not obviate the Directors' responsibility for diligence and preparation.

2.3. Board members are expected to prepare for, attend, and participate in all Board meetings and meetings of each Committee of the Board (a "Committee") on which they serve and to devote the time necessary to discharge their responsibilities appropriately.

2.4. Each Board member is expected to ensure that other commitments do not materially interfere with the member's service as a Director.

3. PRINCIPAL BOARD DUTIES

3.1. The principal duties of the Board are as follows:

3.1.1. Select and evaluate the Board Chairman and the Chief Executive Officer ("CEO");

3.1.2. Nominate Directors, establish Committees, and maintain a comprehensive governance process;

3.1.3. Evaluate, approve and monitor the CEO's strategic plan and annual management objectives;

3.1.4. Review and appraise Cliffs' operating performance;

3.1.5. Maintain an effective management development and succession plan;

3.1.6. Maintain high standards of internal control, business ethics, and legal and regulatory compliance;

3.1.7. Oversee Cliffs' overall enterprise risk management program, which includes receiving annual updates from management on key risks and quarterly updates on relevant risks from each Committee; and

3.1.8. Consider the interests of Cliffs and all stakeholders while executing the Board's responsibility to build value for all shareholders.

4. DIRECTOR SELECTION

4.1. Board Membership Criteria

4.1.1. The Governance and Nominating Committee is responsible for reviewing with the Board, at least annually, the appropriate qualifications required of Board members. This assessment should include factors such as specific experience, qualifications, attributes, judgment, skill, diversity, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board. In selecting nominees, the Board shall avoid persons with a conflict of interest.

4.2. Selection of Director Nominees

4.2.1. The Governance and Nominating Committee will recommend candidates for election to the Board in accordance with the policies and principles in its charter and the criteria described herein.

4.2.2. The Governance and Nominating Committee will review the nomination of incumbent Directors for re-election to the Board as part of its annual review and selection process.

4.2.3. The Board will nominate for election or re-election as a Director only those candidates who have submitted or agreed to submit a standing conditional resignation that will be considered by the Board in the event such candidate fails to receive the vote of a majority of the votes cast by shareholders at a meeting for the election of Directors as provided in these Corporate Governance Guidelines ("Guidelines").

4.3. Director Orientation and Continuing Education

4.3.1. Cliffs will establish an orientation program for new Directors that will include presentations by senior management. Incumbent Directors will also be invited to participate in the orientation program.

4.3.2. Periodically, Cliffs will provide opportunities for Directors to visit Cliffs' significant facilities in order to provide greater understanding of Cliffs' strategic plans, business and operations, significant financial, accounting and risk management issues, and other matters of importance to Cliffs.

4.3.3. The Board encourages Directors to participate in continuing education programs sponsored by universities, stock exchanges or other organizations or consultants specializing in director education. Cliffs will reimburse each Director for the reasonable expenses of attending such continuing director education programs (if the Director serves on other public company boards, on a pro rata basis).

5. BOARD COMPOSITION

5.1. Independent Directors

5.1.1. A substantial majority of the members of the Board shall be "independent" under the rules of the New York Stock Exchange ("NYSE") and under applicable law. It is the sense of the Board that Cliffs' CEO and only one other Cliffs executive should serve as a Director at any one time, although in certain circumstances, adding an additional Cliffs executive officer as a Board member may be appropriate. Retired employees shall not serve on the Board unless requested by the Board upon recommendation of the Governance and Nominating Committee.

5.2. Size of the Board

5.2.1. The Board shall determine the number of Directors as permitted in Cliffs' articles of incorporation or regulations and will periodically review the size of the Board based on recommendations of the Governance and Nominating Committee.

5.3. Board Service

5.3.1. Directors shall serve in accordance with these Guidelines.

5.4. Positions of Board Chairman and CEO

5.4.1. The Board shall designate the Board Chairman upon recommendation by the Governance and Nominating Committee.

5.5. Lead Director

5.5.1. When the CEO or another Cliffs executive is designated Board Chairman, the Chair or a member of the Compensation and Organization Committee shall be considered the "Lead Director" for purposes of these Guidelines. If a non-executive Board Chairman is designated, he or she shall be considered the Lead Director for purposes of these Guidelines.

5.5.2. The Lead Director, in consultation with the Chairman and CEO, has the authority to call meetings of the Independent Directors.

5.5.3. The following are the duties and responsibilities of the Lead Director:

5.5.3.1. preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the Independent Directors;

5.5.3.2. serve as liaison between the Chairman and the Independent Directors;

5.5.3.3. if requested by major shareholders, ensure that he or she is available for consultation and direct communication;

5.5.3.4. at least annually meet separately with each Director;

5.5.3.5. evaluate the performance of the Independent Directors; and

5.5.3.6. such other duties as the Independent Directors may designate from time to time.

5.6. Service on Other Boards

5.6.1. No Director should serve on more than three other public company boards of directors.

5.6.2. Directors shall advise the CEO and the Chair of the Governance and Nominating Committee in advance of accepting an invitation to serve on the board of directors of another public company.

5.6.3. The CEO and other elected officers must seek the approval of the Governance and Nominating Committee before accepting membership on any public company board.

5.7. Changes in Circumstances

5.7.1. It is a policy of the Board that any director that experiences a change in primary occupation, position or primary business affiliation, including retirement, or a change in personal circumstances that is reasonably likely to impair his or her service as a Board member, is expected to submit a letter of resignation promptly to the Board Chairman and the Chair of the Governance and Nominating Committee, conditional upon acceptance by the Board. After consultation with the Governance and Nominating Committee, the Board shall determine whether to accept or reject any such tendered resignation in its discretion after consultation with the Governance and Nominating Committee.

5.8. Term Limits

5.8.1. The Board does not believe it should establish term limits. While term limits could help insure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of Directors who have been able to develop, over a period of time, increasing insight into Cliffs and its operations and, therefore, provide an increasing contribution to the Board as a whole.

5.9. Retirement Policy

5.9.1. It is the policy of the Board that no director will stand for re‑election after his or her 72nd birthday, although the Board may determine exceptions on an individual basis.

6. DIRECTOR RESIGNATIONS

6.1. It is a policy of the Board that a Director is expected to tender his or her resignation to the Board Chairman if the Director is no longer eligible for membership under these Guidelines, has retired, resigned or been terminated as an employee of Cliffs, or cannot perform the duties of a Director. The Governance and Nominating Committee shall review each such tendered resignation and recommend appropriate action to the Board.

6.2. It is a policy of the Board that each Director is expected to tender his or her standing resignation in a writing signed by the Director to the Board Chairman and the Secretary of Cliffs, as follows:

To the Chairman of the Board of Directors and the Secretary of Cliffs Natural Resources Inc. ("Cliffs"): I hereby irrevocably tender my resignation as a Director of Cliffs, which resignation will become effective only upon the occurrence of the following two conditions: (1) I fail, upon nomination to be reelected as a Director of Cliffs, to receive the vote of the majority of the votes cast by shareholders at a meeting for the election of Directors at which a quorum is present, so long as the number of nominees does not exceed the number of directors to be elected; and (2) thereafter, the Board of Directors of Cliffs accepts my resignation as a Director.

This resignation will not be applicable with respect to any election of directors by the shareholders of Cliffs where the number of nominees exceeds the number of directors to be elected.

For purposes of this letter, a majority of votes cast shall mean that the number of shares voted "for" my election exceeds 50% of the number of votes cast with respect to my election, and "votes cast" includes votes "for" my election plus votes to withhold authority with respect to my election and excludes abstentions and broker non-votes with respect to my election.

In the event that I fail to receive the required number of votes for reelection, I agree to provide any information reasonably requested by the Governance and Nominating Committee and by the Board of Directors and I will abstain from otherwise participating in the decision of the Governance and Nominating Committee and of the Board of Directors relating to my resignation.

7. DIRECTOR COMPENSATION AND PERFORMANCE

7.1. Compensation Policy and Annual Compensation Review

7.1.1. It is the policy of the Board to provide independent Directors with a mix of compensation, including an annual cash/stock retainer and meeting attendance fees, and annual equity compensation, based on continued service on the Board and Cliffs' performance and other factors that the Board determines to be appropriate.

7.1.2. The Governance and Nominating Committee shall annually review the status of Board compensation in relation to other comparable companies and other factors the Governance and Nominating Committee deems appropriate and shall make recommendations to the Board.

7.1.3. The Governance and Nominating Committee shall periodically review Cliffs' minimum stock ownership guidelines for Directors and report any recommended changes to the Board.

7.2. Annual Performance Review

7.2.1. The Board shall annually perform a self-evaluation to determine whether the Board and Committees are functioning effectively.

7.3. Transactions with Directors or their Affiliates

7.3.1. Except for employment arrangements with the CEO and/or a second executive serving on the Board, if any, Cliffs does not engage in transactions with Directors or their affiliates if a transaction would cast into doubt the independence of a Director, present the appearance of a conflict of interest, or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any Director or member of management of Cliffs. This prohibition also includes significant business dealings with Directors or their affiliates, substantial charitable contributions to organizations in which a Director is affiliated, and consulting contracts with, or other indirect forms of compensation to, a Director.

7.3.2. Any waiver of this policy may be made only by the Board or the Governance and Nominating Committee and must be promptly disclosed to Cliffs' shareholders.

8. BOARD MEETINGS

8.1. Schedule

8.1.1. The Board typically convenes six regular meetings per year, typically on the second Tuesday of January, March, May, July, September and November. The Secretary will provide a calendar of key Board meeting dates and agenda items.

8.1.2. The Board may hold special meetings as necessary.

8.2. Agendas

8.2.1. The Board meeting agendas shall be prepared by members of Cliffs' management and approved by the CEO and the Lead Independent Director and by the Board Chairman when the CEO is not the Board Chairman.

8.2.2. Board meetings shall include reports by senior management and by the Committees that have met since the previous Board meeting.

8.2.3. Each Board member may submit items to be included on the agenda. Board members may also raise subjects that are not on the agenda at any meeting.

8.3. Distribution of Board Materials

8.3.1. All proposed resolutions for action at the meeting shall be provided to each Director in advance of the meeting in order to allow sufficient time for advance review and discussion at the meeting.

8.3.2. Major proposals for action at a meeting shall be formally communicated to the Board whenever possible with sufficient lead time before the meeting to allow for adequate review and discussion. Major proposals shall be reviewed at more than one meeting if business circumstances permit.

8.4. Meetings of Independent Directors

8.4.1. The Lead Director or a majority of the independent Directors may call a meeting of the independent Directors at any time. The Lead Director shall set the agenda and supervise the conduct of the meetings of independent Directors, shall communicate the results of the meetings to the CEO, as appropriate.

8.5. Other Meeting Procedures

8.5.1. The Board Chairman shall chair Board meetings, other than the meetings of independent Directors only. If the Board Chairman is unavailable or incapacitated, the Lead Director shall chair Board meetings.

8.5.2. The Board or the CEO will invite members of management to attend Board meetings (other than the meetings of independent Directors only) as appropriate under the circumstances and in light of the topics addressed at such meetings.

8.6. Access to Employees and Advisors

8.6.1. Directors shall have full access to officers and employees of Cliffs and, as necessary and appropriate, Cliffs' independent advisers, including legal counsel and the independent registered public accounting firm.

8.6.2. Any meetings or contacts with Cliffs' officers, employees or advisors that a Director wishes to initiate may be arranged through the CEO or the Secretary/Assistant Secretary or directly by the Director. The Directors will use their judgment to ensure that any such contact is not disruptive to the business operations of Cliffs and will, to the extent appropriate, provide the CEO with a copy of any written communications between a Director and an officer or employee of, or adviser to, Cliffs.

8.7. Management Reports to Board

8.7.1. Management shall periodically prepare and distribute to the Board periodic reports regarding Cliffs' operating and financial condition, current performance, significant activities and business developments, strategic plan updates, and other information as is appropriate under the circumstances.

8.8. Commitment Authority Levels[1]

8.8.1. The Board shall generally review and approve procedures for the authorization of capital expenditures of Cliffs, its subsidiaries, and its associated companies. No expenditures or commitments shall be made for such projects prior to authorization. Any such project shall be authorized:

8.8.1.1. By the Board if Cliffs' share of capital expenditures is more than $20 million (in Plan) and $10 million (out of Plan); and/or

8.8.1.2. if at any time prior to the completion of a project, the total estimated cost of the project (i.e., capital expenditures plus commitments plus estimated cost to complete) exceeds the authorized cost of the project by the amounts specified below, a supplemental authorization shall be obtained before further commitments or expenditures are made.

8.8.1.3. Supplemental authorization shall be required by the Board if the supplement to a project previously authorized by the Board exceeds the authorized amount by the lesser of 10% of original authorization (Cliffs' share) or $1,000,000.

8.8.1.4. Supplemental authorization shall be required by management if the estimated total cost of the project exceeds the original authorization by amounts to be determined by management.

8.8.1.5. Authority delegated to management shall be apportioned to officers and managers at the discretion of the CEO.

8.8.1.6. The scope of this procedure covers expenditures of funds, purchases for other than cash, exchanges of assets, and acquisition of rights to the use of assets through leases (including capital and operating leases and installment purchases, but excluding short-term and trial rentals) and shall apply to property (including real estate), and plant and equipment.

8.8.1.7. The level of authorization for the acquisition of an asset through a lease shall be determined by the cost of the asset if purchased. The level of authorization of the acquisition of an asset through exchange of a present asset shall be determined by the fair market value of the present asset or its net book value, whichever is greater. The sale of an asset shall require the same level of approval as the acquisition of an asset. The greater of net book value or fair market value shall determine that level of approval.

8.8.1.8. "Cliffs' share" refers to Cliffs' direct or indirect equity percentage interest in a project regardless of whether funds are provided by Cliffs or obtained from other sources, such as loans or retained earnings of subsidiaries.

8.8.1.9. The Strategy Committee shall annually review Cliffs' capital budget and post-completion reports on projects.

8.9. Confidentiality

8.9.1. The proceedings and deliberations of the Board and Committees are confidential. Each Director will maintain the confidentiality of information received in connection with his or her service as a Director.

8.10. Board Interaction with Investors, Media, Constituencies and Others

8.10.1. The Chairman and/or the Lead Director shall represent the Board and Cliffs in relations with external constituencies and Cliffs employees. Directors shall refer direct inquiries from external constituencies or employees to the Chairman and/or the Lead Director, as may be appropriate.

8.10.2. The Chairman and/or the Lead Director shall ensure that shareholders have adequate opportunity to express views or seek information about Cliffs, and shall periodically report significant discussions with shareholders to the Board. The Chairman and the Lead Director shall report to the Board any requests from external constituencies or employees to meet with the Board or any group of Directors.

8.10.3. Any Director who has a formal or informal agreement with a constituency group shall be excused from any Board or Committee discussion of any competing interests between Cliffs and such group and shall not receive any written material relating to Cliffs' confidential position on such matter. However, the Director shall have an opportunity to present his or her viewpoint on the subject to the Board or the Committee, as the case may be.

9. COMMITTEES

9.1. Generally

9.1.1. Consistent with NYSE listing requirements, the Board will have at all times an Audit Committee, Compensation and Organization Committee, and a Governance and Nominating Committee, and all of the members of those Committees will be "independent" under the criteria established by the NYSE and under applicable law. In addition, the Board will have a Strategy Committee and such Ad Hoc Committees as the Board shall determine from time to time. Existing Committees shall be used to the maximum extent feasible without creation of Ad Hoc Committees. The need for, and duties of, existing or new Committees shall be reviewed annually by the Governance and Nominating Committee.

9.1.2. Committee members and Chairs shall serve in accordance with these Guidelines.

9.1.3. Committees shall receive authority exclusively through delegation from the Board through their charters, Board resolutions, or as provided by these Guidelines. All Committee actions must be ratified by the Board before becoming effective, unless taken pursuant to an express delegation of authority.

9.1.4. In addition to the authority granted hereunder or under each Committee's charter, the Board and each Committee have the power to hire independent legal, financial or other advisors as they may deem necessary without consulting or obtaining the approval of senior management.

9.2. Appointment and Term of Service of Committee Members

9.2.1. Committee members will be appointed by the Board after considering the recommendations of the Governance and Nominating Committee in consultation with the CEO.

9.2.2. Committee memberships shall be reviewed annually after the Annual Shareholders Meeting so that Committee membership is rotated periodically in a manner that promotes diversity of thought without sacrificing Board stability and continuity.

9.2.3. Committee members serve at the pleasure of the Board.

9.2.4. Each Committee shall consist of no fewer than three members, one of whom will serve as Chair of such Committee. The actual number of members of each Committee will be determined from time to time by the Board.

9.2.5. Directors who are current or former employees shall not comprise a majority of any Committee and shall not be members of the Audit Committee, Governance and Nominating Committee or Compensation and Organization Committee.

9.2.6. Each Committee's membership shall comply with its Committee charter.

9.3. Committee Chairs

9.3.1. Committee Chairs, upon recommendation by the Governance and Nominating Committee, shall be approved by the Board, except with respect to the Audit Committee Chair, who will be selected by the Board.

9.3.2. Committee Chairs shall be reviewed annually after the Annual Shareholders Meeting so that Chair position is rotated periodically in a manner that promotes diversity of thought without sacrificing Board or Committee stability and continuity.

9.3.3. The Chair of each Committee shall chair matters concerning its respective Committee. The Chair of each Committee shall set the agenda for and supervise the conduct of the Committee meetings and shall have other responsibilities that the Committee may designate from time to time.

9.4. Committee Charters

9.4.1. Consistent with NYSE requirements and the rules of the U.S. Securities and Exchange Commission, as may be appropriate, each standing Committee will have a written charter approved by the Board.

9.4.2. The charters will set forth the purposes and responsibilities of the Committees as well as qualifications for Committee membership, procedures for appointment and removal, structure and operations, and reporting to the Board. The charters will also provide that each Committee will annually evaluate its performance.

9.4.3. Consistent with NYSE listing requirements, the charters will be included on Cliffs' website and copies of the charters will be made available upon request to Cliffs' Secretary/Assistant Secretary.

9.5. Committee Meetings and Committee Agendas

9.5.1. Each Committee shall meet as frequently as necessary to carry out its responsibilities under its respective charter. All Committees shall normally meet at least twice annually based on a schedule established at the beginning of each year, and at any time requested by the Board Chairman or the Committee Chair.

9.5.2. Meetings shall be scheduled to allow sufficient time for deliberation on complex or substantial matters before required decisions or presentations to the Board.

9.5.3. All Committees shall meet in Executive Session without the CEO and any other officers at least once per year.

9.5.4. Proper meeting notice shall be given in accordance with law. (Ohio law provides for waiver before or after meeting. A member not objecting before the meeting or after the meeting waives the notice.)

9.5.5. A quorum of a Committee shall be a majority of the number of members of such Committee.

9.5.6. Each Committee Chair shall, in consultation with the other members of such Committee and appropriate officers of Cliffs, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. The Committee members also may raise subjects that are not on the agenda at any meeting.

9.5.7. If the Committee Chair expects to be absent, he or she shall appoint a meeting Chair from the members of the Committee. In the event of an unexpected absence of the Committee Chair, the Committee will appoint a member to act as Chair. If a non-executive Board Chairman is designated, he or she shall attend any Committee meeting on significant subjects that are expected to be on the Board meeting agenda.

9.5.8. Any Director may attend any Committee meeting as a non-voting and non-compensated member upon notice to the Committee Chair.

9.5.9. The Board Chairman or the CEO of Cliffs may invite from time to time any Director who is not a member of a Committee (with approval of the Committee Chair) to be a non-voting participant in a Committee meeting for the purpose of enhancing review and providing expertise to the Committee. The attendance by any such participant at any such Committee meeting shall be reported by the Committee Chair to the Board at its next regularly scheduled meeting and such participant shall receive the same compensation for attendance at such meeting as a member of the Committee.

9.5.10. The Board may appoint, as alternate members of each standing Committee of the Board of Directors, any Director who is not presently designated as a member of each such Committee, which alternate member may take the place of any absent member at any meeting of any such Committee when invited by the Board Chairman or the CEO with the concurrence of the Committee Chair. Such participant shall receive the same compensation for attendance at such meeting as a member of the Committee.

9.5.11. Each Committee shall act only (i) by the affirmative vote of a majority of the members at a meeting at which a quorum is present or (ii) by unanimous written consent of all members of such Committee.

9.6. Committee Minutes

9.6.1. Committee minutes shall be prepared by the Secretary or Assistant Secretary, approved by the Committee Chair, and circulated to the Committee members for approval and circulated to the respective Committee members for approval after approval by the Committee Chair.

9.6.2. When deemed appropriate by the Committee Chair, Executive Session minutes shall be prepared by the Committee Chair and circulated to the members for approval. Files for all minutes, including Executive Sessions, shall be maintained by the Secretary/Assistant Secretary.

9.7. Communications

9.7.1. Approved minutes of all meetings, excluding Executive Sessions, shall be distributed to the Committee members, Board Chairman, CEO, Secretary/Assistant Secretary.

9.7.2. Approved minutes of Executive Sessions shall be distributed to the Committee members, Board Chairman, Secretary, and, when deemed appropriate by the Committee Chair, to designated management personnel.

9.7.3. The CEO shall inform appropriate members of management of appropriate information from the Compensation and Organization Committee meetings.

9.7.4. The Committee Chair shall present a report of Committee matters at the first regularly scheduled Board meeting after the Committee meeting.

9.8. Delegated Authority

9.8.1. Recognizing that all possible circumstances and needs cannot be anticipated in these Guidelines, the Board delegates authority to the Board Chairman (if separate), the CEO and the Lead Director to take generally consistent actions to ensure adequate Committee functions to carry out the Board's responsibilities.

9.9. Other

9.9.1. If there is no designated Board Chairman, the Chair of the Compensation and Organization Committee shall perform any duties listed for the Board Chairman.

9.9.2. If there is a non-executive Board Chairman, the application of these Guidelines in respect to each position shall be as described herein unless otherwise determined by the Board.

10. MANAGEMENT SUCCESSION

10.1. CEO Selection

10.1.1. The Board shall select a CEO in a manner that is in the best interests of Cliffs.

10.2. Evaluation of Executive Officers

10.2.1. The Compensation and Organization Committee will conduct an annual review of the performance of the CEO, and the other executive officers of Cliffs in light of the goals and objectives of Cliffs.

10.2.2. The Compensation and Organization Committee will set executive officer compensation based on such factors as it deems appropriate.

10.3. Succession Planning and Management Development

10.3.1. The Compensation and Organization Committee should, at least annually, make a report to the Board on succession planning and development. Cliffs' succession plan will include appropriate contingencies in case the Board Chairman or CEO retires or is incapacitated.

10.3.2. The Board, with the assistance of the Compensation and Organization Committee, will evaluate potential successors to the Board Chairman or CEO. The Board Chairman and CEO should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

11. CODE OF BUSINESS CONDUCT AND ETHICS

11.1. Cliffs shall adopt a Code of Business Conduct and Ethics (the "Code") for Directors, officers and employees which should contain compliance standards and procedures that will facilitate effective operation of the Code.

12. GENERAL

12.1. Consistent with NYSE listing requirements, these Guidelines will be included on Cliffs' website and will be made available upon request to Cliffs' Secretary.

[1] Underlying policy regarding authorization of expenses is currently under review.

Nov 09, 2010

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CLIFFS DIRECTORS AND OFFICERS SHARE OWNERSHIP GUIDELINES

The Board of Directors has instituted Share Ownership Guidelines for Cliffs' Directors and Officers. These guidelines were instituted to encourage Directors and Officers to hold a meaningful stake in the Company and thereby demonstrate their commitment to the Company's success. Cliffs realizes this is also an important factor with investors.

Following are the ownership guidelines for Directors and Officers, effective as of January 1st, 2011:

Directors	Common shares having a market value of at least $250,000
Chief Executive Officer	Common shares having a market value of 4.5x Current Base Salary
Executive or Senior Vice President	Common shares having a market value of 2.5x Current Base Salary
Vice President	Common shares having a market value of 1.5x Current Base Salary

A Director's direct ownership (including any grants of restricted stock) and shares held in the Company's Nonemployee Directors' Compensation Plan are counted toward compliance with the Share Ownership Guidelines. An Officer's direct ownership (including any grants of restricted stock) and shares held in the Company's Voluntary Non-Qualified Deferred Compensation Plan are counted toward compliance with the Share Ownership Guidelines. Unvested performance shares, restricted share units and options, whether vested or unvested, are not counted for purposes of determining if a Director or Officer is in compliance with the Share Ownership Guidelines. Effective September 1st, 2010 Directors and Officers have five (5) full years from the date of election or hire to be in compliance with the Share Ownership Guidelines. Sales of up to 50% of annual stock awards / payouts are permitted prior to the five year time period, if the individual can provide a long-term plan illustrating compliance with the guidelines.

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Mining and mineral processing make a vital contribution to world development by providing the essential raw materials for products necessary for modern society. Cliffs Natural Resources Inc (the "Company") recognizes that extraction and processing of the earth's mineral resources must be accomplished in a responsible manner that minimizes impacts on the environment and the community. The Company believes that stewardship with proper concern for the environment is an essential element of a successful business strategy and subscribes to the tenets of sustainable development.

Statement of Policy

It is the policy of the Company to conduct its affairs in accordance with appropriate best available practices. To accomplish this, the Company will:

A. Adopt standards that build from a foundation of compliance with applicable government laws and regulations, permits, and related agreements.

B. Establish management systems, standards, programs, and procedures within its corporate and operating units for implementation of this policy, and integrate environmental considerations into business planning.

C. Inform managers and employees of their responsibility to comply with this policy, and to be sensitive to the effects of the Company's operations on the environment.

D. Integrate pollution prevention into daily activities and business planning, and use formal environmental management systems to continually improve environmental performance.

E. Conduct periodic environmental audits of operating practices to verify compliance with this policy, and identify revisions or improvements required to minimize environmental effects.

F. Conduct environmental assessments for all new properties, activities, acquisitions, closures, divestitures, and proposed changes in operating procedures.

G. Ensure that contractors working on the Company's premises or on properties managed by the Company comply with relevant environmental standards.

H. Contribute to the development and administration of technically and economically sound environmental standards and compliance procedures through interaction with professional and trade groups, legislative bodies, regulatory agencies, and citizens' organizations.

I. Measure the environmental performance of its operations and share the results with stakeholders.

Joseph A. Carrabba

Chairman, President and Chief Executive Officer

Cliffs Natural Resources Inc.

January 2008