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EXHIBIT 10(k)5
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE GRANT
<<First>> <<Last>>
S.S.# <<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") Performance Shares, as set forth below,
subject to the
terms and conditions set forth in this Grant (including Annexes
A and B hereto
and all documents incorporated herein by reference):
Number of Performance Shares
Granted: <<M_2004PerfShare_2_year>>
Date of Grant: February 1, 2005
Performance Period: January 1, 2005 through December 31,
2007
Performance Goals: See Annex B
This Grant is made in accordance with the Plan, which was
approved by ALLETE's
shareholders at the 1996 Annual Meeting.
Further terms and conditions of the Grant are set forth in Annex
A hereto and
Performance Goals are set forth in Annex B hereto, which are
integral parts of
this Grant.
All terms, provisions and conditions applicable to the
Performance Shares 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.
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
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President and Chief Executive Officer
Attachments: Annex A and Annex B
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ANNEX A
TO
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE GRANT
1. FURTHER TERMS AND CONDITIONS OF PERFORMANCE SHARES. The Grant
of
Performance Shares evidenced by the Grant to which this is
annexed is subject to
the following additional terms and conditions:
(a) DIVIDEND EQUIVALENTS. The Participant shall receive
Dividend
Equivalents with respect to the number of Performance Shares
subject to the
Grant. Dividend Equivalents shall be calculated and credited to
the Participant
at the end of the Performance Period. The Dividend Equivalents
shall be in the
form of additional Performance Shares, which shall be added to
the number of
Performance Shares subject to the Grant, and which shall equal
the number of
Shares (including fractional Shares) that could be purchased on
the dividend
payment dates, based on the closing sale price as reported in
the consolidated
transaction reporting system on that date, with cash dividends
that would have
been paid on Performance Shares, if such Performance Shares were
Shares.
(b) SATISFACTION OF GOALS. At the end of the Performance Period,
the
Executive Compensation Committee (the "Committee") shall
determine the extent to
which the Performance Goals have been met. The Participant will
not be credited
with any Performance Shares if the threshold level has not been
met. Subject to
the provisions of subsection (d) hereof and to provisions in the
Plan for change
in control, percentages of the Performance Share grant shall be
credited to the
Participant as follows: If the threshold level has been met, 50%
of the
Performance Shares (as increased by the Dividend Equivalents)
shall be credited
to the Participant. If the target level has been met, 100% of
the Performance
Shares (as increased by the Dividend Equivalents) shall be
credited to the
Participant. If the superior level has been met, 200% of the
Performance Shares
(as increased by the Dividend Equivalents) shall be credited to
the Participant.
Straight line interpolation will be used to determine earned
awards based on
achievement of goals between the threshold, target and superior
levels.
(c) PAYMENT. Subject to the provisions of subsection (d) hereof
and to
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