Otter Tail Corp — Director's Dealing 2010

Feb 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Otter Tail Corp (OTTR)
CIK: 0001466593
Period of Report: 2010-02-08

Reporting Person: ERICKSON JOHN D (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Performance Rights	$	A	13524	Acquired		Common Stock (13524)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	96852	Direct
Common Stock	4981.9812	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$26.25	2011-04-09	Common Stock (75000)	75000	Direct

Footnotes

F1: Total direct holdings include shares held with spouse through Merrill Lynch and shares acquired individually pursuant to Restricted Stock Awards and Performance Award distributions.

F2: This is a Performance Share Award and has no conversion or exercise price at this time.

F3: There is no specific "Exercisable Date" on this Performance Share Award.

F4: There is no specific "Expiration Date" on this Performance Share Award.

F5: The fair market value on the date of grant 10/29/07 was $35.84 with fair market value on vesting date of $20.575.

F6: Performance Share Award acquired under the 1999 Stock Incentive Plan. This award was reaffirmed at the Board of Directors meeting held 2/8/10 and is based on performance period of 1/1/07 - 12/31/09.

F7: Stock options vest in cumulative annual installments of 25% beginning the date shown.