exhibit_10m11.htm


    
      Exhibit 10(m)11

       

      ALLETE
2008 Form 10-K

       



      ANNEX
B

      TO

      ALLETE

      EXECUTIVE
LONG TERM INCENTIVE COMPENSATION PLAN

      PERFORMANCE
SHARE GRANT

      Effective
2009

      [Eligible
Executive Employees]

      


      Financial
Measure:

      Total
Shareholder Return (TSR) computed over the three-year period.

      


      Performance Share
Award:

      If
ALLETE’s TSR ranking is 4th or higher among a peer group of 27 companies
(superior performance), 200% of the Performance Share Grant will be
earned.  If ALLETE’s TSR performance ranks 14th among
the peer group (target performance), 100% of the Grant will be
earned.  If ALLETE’s TSR performance ranks 19th
(threshold performance), 50% of the Grant will be earned.  If TSR
performance is below threshold, no Performance Shares will be
earned.  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

                    	 
      	
                      200%

                    
	
                      2

                    	 
      	
                      200%

                    
	
                      3

                    	 
      	
                      200%

                    
	
                      4

                    	
                      Superior

                    	
                      200%

                    
	
                      5

                    	 
      	
                      190%

                    
	
                      6

                    	 
      	
                      180%

                    
	
                      7

                    	 
      	
                      170%

                    
	
                      8

                    	 
      	
                      160%

                    
	
                      9

                    	 
      	
                      150%

                    
	
                      10

                    	 
      	
                      140%

                    
	
                      11

                    	 
      	
                      130%

                    
	
                      12

                    	 
      	
                      120%

                    
	
                      13

                    	 
      	
                      110%

                    
	
                      14

                    	
                      Target

                    	
                      100%

                    
	
                      15

                    	 
      	
                      90%

                    
	
                      16

                    	 
      	
                      80%

                    
	
                      17

                    	 
      	
                      70%

                    
	
                      18

                    	 
      	
                      60%

                    
	
                      19

                    	
                      Threshold

                    	
                      50%

                    
	
                      20

                    	 
      	
                      0%

                    
	
                      21

                    	 
      	
                      0%

                    
	
                      22

                    	 
      	
                      0%

                    
	
                      23

                    	 
      	
                      0%

                    
	
                      24

                    	 
      	
                      0%

                    
	
                      25

                    	 
      	
                      0%

                    
	
                      26

                    	 
      	
                      0%

                    
	
                      27

                    	 
      	
                      0%

                    
	
                      28

                    	 
      	
                      0%