CLIFFS NATURAL RESOURCES INC. 15,000,000 Common Shares Underwriting AgreementCliffs Natural Resources Inc. • May 14th, 2009 • Metal mining • New York
Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 15,000,000 common shares, par value $0.125 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,250,000 common shares, par value $0.125 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares, par value $0.125 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (“Rights”) to purchase one one-hundredth of a common share on the terms and subject to the conditions set forth in the Rights Agreement (the “Rights Agreement”), dated as of Oct
