EXHIBIT 10(a)2


                     ALLETE EXECUTIVE ANNUAL INCENTIVE PLAN
                                   2005 GOALS

For all eligible participants except for the President of ALLETE Properties,
Inc., 2005 financial performance measures include a 25% weighting on
consolidated Net Income from Continuing Operations (NICO) and Operating Free
Cash Flow (OFCF) and a 75% weighting on NICO and OFCF excluding real estate
operations. Nonfinancial goals include safety, environmental, customer service
and reliability, and business support.