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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 the ev
