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ALLETE INC Director's Dealing 2005

May 27, 2005

31193_dirs_2005-05-27_18346016-f994-4316-be73-d7090a417efd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLETE INC (ALE)
CIK: 0000066756
Period of Report: 2005-05-25

Reporting Person: SMITH NICK (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-05-25 Common Stock M 483 $25.08 Acquired 3819.3 Direct
2005-05-25 Common Stock M 500 $25.45 Acquired 4319.3 Direct
2005-05-25 Common Stock M 500 $27.40 Acquired 4819.3 Direct
2005-05-25 Common Stock M 833 $29.79 Acquired 5652.3 Direct
2005-05-25 Common Stock M 292 $35.04 Acquired 5944.3 Direct
2005-05-25 Common Stock M 1000 $26.91 Acquired 6944.3 Direct
2005-05-25 Common Stock S 3608 $46.90 Disposed 3336.3 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-05-25 Stock Option - Right to Buy $25.08 M 483 Disposed 2008-01-02 Common Stock (483) Direct
2005-05-25 Stock Option - Right to Buy $25.45 M 500 Disposed 2009-01-04 Common Stock (500) Direct
2005-05-25 Stock Option - Right to Buy $27.40 M 500 Disposed 2011-01-02 Common Stock (500) Direct
2005-05-25 Stock Option - Right to Buy $29.79 M 833 Disposed 2012-01-02 Common Stock (833) Direct
2005-05-25 Stock Option - Right to Buy $35.04 M 292 Disposed 2012-05-14 Common Stock (292) Direct
2005-05-25 Stock Option - Right to Buy $26.91 M 1000 Disposed 2013-01-02 Common Stock (1000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 16.67 Indirect
Common Stock 666.67 Indirect
Common Stock 1815 Indirect

Footnotes

F1: Reflects 825 shares transferred by reporting person from an investment account to a Keogh Plan for the benefit of reporting person.

F2: This option was previously reported as covering 1,450 shares at an exercise price of $21.63 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F3: The option will vest 50% on January 2, 2009 and 50% on January 2, 2010.

F4: This option was previously reported as covering 1,500 shares at an exercise price of $21.94 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F5: The option vested 50% on January 2, 2000 and 50% on January 2, 2001.

F6: This option was previously reported as covering 1,500 shares at an exercise price of $23.63 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F7: The option vested 50% on January 3, 2002 and 50% on January 3, 2003.

F8: This option was previously reported as covering 2,500 shares at an exercise price of $25.68 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F9: This option vested 50% on January 2, 2003 and 50% on January 2, 2004.

F10: This option was previously reported as covering 875 shares at an exercise price of $30.21 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F11: This option was previously reported as covering 3,000 shares at an exercise price of $23.20 per share, but was adjusted to reflect the spin off of ALLETE's subsidiary, ADESA, Inc., and the reverse stock split on September 20, 2004.

F12: This option vested 50% on January 2, 2004 and 50% on January 2, 2005.