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EXHIBIT 10(k)4
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT
<<First>> <<Last>>
SS# <<SSN>>
In accordance with the terms of ALLETE's Executive Long Term
Incentive
Compensation Plan (the "Plan"), as determined by and through the
Executive
Compensation Committee of ALLETE's Board of Directors, ALLETE
hereby grants to
you (the "Participant"), subject to the terms and conditions set
forth in this
Grant (including Annex A hereto and all documents incorporated
herein by
reference) the rights and options (the "Options") to purchase
from ALLETE,
shares of its common stock, without par value, as set forth
below:
Number of Options Granted:
<<M_2004_Options_Granted>>
Number of Shares to which
Options Pertain: <<M_2004_Options_Granted>>
Date of Grant: February 1, 2005
Option Price: $41.35
Vesting: 33% on February 1, 2006
33% on February 1, 2007
34% on February 1, 2008
Expiration Date: Close of business on February 1, 2015
Exercise Period: Date of Vesting through Expiration Date
Further terms and conditions of the Grant are set forth in Annex
A hereto, which
is an integral part of this Grant. This Grant is made in
accordance with the
Plan, which was approved by ALLETE's shareholders at the 1996
Annual Meeting.
All terms, provisions and conditions applicable to the Options
set forth in the
Plan and not set forth herein are incorporated by reference. To
the extent any
provision hereof is inconsistent with a provision of the Plan,
the provisions of
the Plan will govern.
These Options are not intended to qualify as incentive stock
options under
Section 422 of the Internal Revenue Code of 1986, as
amended.
IN WITNESS WHEREOF, ALLETE has caused this Grant to be executed
by its President
and Chief Executive Officer as of the date and year first above
written.
ALLETE
By: /s/ Don Shippar
-------------------------------------
President and Chief Executive Officer
Attachment: Annex A
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ANNEX A
TO
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
NONQUALIFIED STOCK OPTION GRANT
1. FURTHER TERMS AND CONDITIONS OF OPTIONS. The Grant of
Options
evidenced by the Grant to which this is annexed is subject to
the following
additional terms and conditions:
(a) EXERCISE OF OPTIONS. Except as otherwise provided in
subsection (b) hereof, upon a Change in Control as set forth in
the Plan or as
the Executive Compensation Committee (the "Committee") may
determine, the
Participant must be in the employ of ALLETE or a Subsidiary
thereof at the time
the Options are exercised. Subject to the foregoing and to
subsection (b)
hereof, after vesting, the Options may be exercised in whole or
in part from
time to time by written notice of exercise delivered to Wells
Fargo, Attention:
Stock Plan Administration, such notice to be received and
effective not later
than the Expiration Date, specifying the number of Shares to be
purchased. The
minimum number of Shares to be purchased in a partial exercise
shall be the
lesser of 100 Shares or the number of Shares remaining
unexercised under the
Grant. In t
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