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                                                                  Exhibit 10(a)2

                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
                             PERFORMANCE SHARE GRANT
       [ELIGIBLE EXECUTIVES EXCLUDING PRESIDENT OF ALLETE PROPERTIES, LLC]

Name

SS #

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:
    Date of Grant:                    February 1, 2006
    Performance Period:               January 1, 2006 through December 31, 2008
    Performance Goals:                See Annex B

This Grant is made in accordance with the Plan, which was approved by ALLETE's
shareholders at the 2005 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 Chairman,
President and Chief Executive Officer as of the date and year first above
written.

                                    ALLETE



                                    By:
                                       -----------------------------------------
                                              Chairman, President and CEO

Attachments: Annex A and Annex B



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                                     ANNEX A
                                       TO
                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
                             PERFORMANCE SHARE GRANT
       [ELIGIBLE EXECUTIVES EXCLUDING PRESIDENT OF ALLETE PROPERTIES, LLC]

         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
provisions in the Plan for change in control, Performance Shares as determined
by the Committee according to subsection (b) hereof shall be paid out 100% (as
increased by the Dividend Equivalents) within two and one half months after the
end of the Performance Period and after the Committee has determined the extent
to which Performance Goals have been met. Payment shall be made, after
withholding Performance Shares equal in value to the Participant's income tax
obligation via a deposit of ALLETE common stock into an Invest Direct account.
Performance Share awards shall not vest until paid.



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         (d) PAYMENT UPON DEATH, RETIREMENT OR DISABILITY; FORFEITURE OF
UNVESTED SHARES UPON DEMOTION, UNSATISFACTORY JOB PERFORMANCE OR OTHER
TERMINATION OF EMPLOYMENT.

         (1) During a Performance Period (i) if the Participant retires pursuant
             to the terms of a tax qualified retirement plan of ALLETE or a
             Subsidiary or upon such other retirement as may be approved by the
             Committee, (ii) in the event of the death of the Participant while
             in the employ of ALLETE or a Subsidiary, or (iii) in the event of
             the termination of the employment of the Participant due to
             Disability (as defined in Section 22(e)(3) of the Code), the
             Participant (or the Participant's beneficiary or estate) shall
             receive a payment of any Performance Shares (as increased by the
             Dividend Equivalents) after the end of the Performance Period,
             promptly after the Committee has determined the extent to which
             Performance Goals have been met. The payment shall be prorated
             based upon the number of whole calendar months within the
             Performance Period which had elapsed as of the date of death,
             retirement or termination due to Disability in relation to the
             number of calendar months in the full Performance Period. A whole
             month is counted in the calculation if the Participant was in the
             position as of the 15th of the month.

         (2) After the end of a Performance Period, but before any or all
             Performance Shares have been paid, if as specified in subsection
             (d)(1) above, a Participant retires, dies or Participant's
             employment is terminated due to Disability, the Participant (or the
             Participant's beneficiary or estate) shall be entitled to a full
             payout of all Performance Shares (as increased by the Dividend
             Equivalents), which shall be paid out at the next scheduled
             performance share payment date.

         (3) If prior to payment of all Performance Shares, the Participant is
             demoted, or ALLETE or a Business Unit determines, in its sole
             discretion, that the Participant's job performance is
             unsatisfactory, ALLETE reserves the right to cancel or amend the
             Participant's grant relating to any unpaid Performance Shares, with
             the result that some portion or all of the Participant's unpaid
             Performance Shares are forfeited.

         (4) If the Participant's employment with ALLETE or any Subsidiary
             terminates for any reason other than death, Disability or
             retirement, as specified in subsection (d)(1) hereof, all
             Performance Shares and related Dividend Equivalents to the extent
             not yet paid shall, except as otherwise provided by the Committee,
             be forfeited on the date of such other termination of employment.

         2.  RATIFICATION OF ACTIONS. By receiving the Grant or other benefit
under the Plan, the Participant and each person claiming under or through
Participant shall be conclusively deemed to have indicated the Participant's
acceptance and ratification of, and consent to, any action taken under the Plan
or the Grant by ALLETE, the Board or the Committee.

         3.  NOTICES. Any notice hereunder to ALLETE shall be addressed to its
office, 30 West Superior Street, Duluth, Minnesota 55802, Attention: Manager -
Executive Compensation and Employee Benefits, Human Resources, and any notice
hereunder to the Participant shall be

                                       2

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directed to the Participant's address as indicated by ALLETE's records, subject
to the right of either party to designate at any time hereafter in writing some
other address.

         4.  DEFINITIONS. Capitalized terms not otherwise defined herein shall
have the meanings given them in the Plan.

         5.  GOVERNING LAW AND SEVERABILITY. To the extent not preempted by the
Federal law, the Grant will be governed by and construed in accordance with the
laws of the State of Minnesota, without regard to conflicts of law provisions.
In the event any provision of the Grant shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Grant, and the Grant shall be construed and enforced as if the illegal or
invalid provision had not been included.



                                       3


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                                     ANNEX B
                                       TO
                                     ALLETE
                 EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
                             PERFORMANCE SHARE GRANT
       [ELIGIBLE EXECUTIVES EXCLUDING PRESIDENT OF ALLETE PROPERTIES, LLC]


FINANCIAL MEASURE:

Total Shareholder Return (TSR) computed over the three-year period January 1,
2006 to December 31, 2008.


PERFORMANCE SHARE AWARD:

If ALLETE's TSR ranking is 3rd or higher among a peer group of 16 companies
(superior performance), 200% of the Performance Share grant will be awarded. If
ALLETE's TSR performance ranks 7th among the peer group (target performance),
100% of the Grant will be awarded. If ALLETE's TSR performance ranks 10th
(threshold performance), 50% of the Grant will be awarded. If TSR performance is
below threshold, no Performance Shares will be awarded. Straight-line
interpolation will be used to determine earned awards based on the TSR ranking
between threshold, target and superior.


 ----------------------------- -------------------- ----------------------------
             TSR RANK              PERF. LEVEL                PAYOUT %
 ----------------------------- -------------------- ----------------------------
            1                  [Graphic Omitted -              200.0%
 ----------------------------- -------------------- ----------------------------
            2                   Arrow Pointing Up]             200.0%
 ----------------------------- -------------------- ----------------------------
            3                       Superior                   200.0%
 ----------------------------- -------------------- ----------------------------
            4                  [Graphic Omitted -              175.0%
 ----------------------------- -------------------- ----------------------------
            5                   Arrow Pointing Up]             150.0%
 ----------------------------- -------------------- ----------------------------
            6                                                  125.0%
 ----------------------------- -------------------- ----------------------------
            7                        Target                    100.0%
 ----------------------------- -------------------- ----------------------------
            8                  [Graphic Omitted -               83.3%
 ----------------------------- -------------------- ----------------------------
            9                   Arrow Pointing Up]              66.7%
 ----------------------------- -------------------- ----------------------------
            10                      Threshold                   50.0%
 ----------------------------- -------------------- ----------------------------
            11                                                   0%
 ----------------------------- -------------------- ----------------------------
            12                                                   0%
 ----------------------------- -------------------- ----------------------------
            13                                                   0%
 ----------------------------- -------------------- ----------------------------
            14                                                   0%
 ----------------------------- -------------------- ----------------------------
            15                                                   0%
 ----------------------------- -------------------- ----------------------------
            16                                                   0%
 ----------------------------- -------------------- ----------------------------
            17                                                   0%
 ----------------------------- -------------------- ----------------------------