<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>rexhibit10t2.txt
<DESCRIPTION>EX-10(T)2 EXECUTIVE ANNUAL INCENTIVE PLAN 11-03 AMENDMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT 10(t)2


                                AMENDMENT TO THE
                     ALLETE EXECUTIVE ANNUAL INCENTIVE PLAN

    The ALLETE Executive Annual Incentive Plan  (the  "Plan") dated  January  1,
1999, is amended as follows:

    A new Article 20 is added to provide as follows:

20.    Amendment.  The Company reserves the right to cancel,  amend,  terminate,
suspend or otherwise change the Plan or outstanding Awards for any reason at any
time before,  during or after the  Performance  Year to which an Award  relates,
upon  authorization  of its  Board  of  Directors.  The  Executive  Compensation
Committee of the Board of Directors may expand,  reduce or otherwise  change any
and all opportunities,  Awards, and any and all financial factors,  or financial
measures  used in the Plan or  outstanding  Awards  for any  reason  at any time
before,  during or after the  Performance  Year to which an Award  relates.  All
changes  described in this paragraph are at the sole  discretion of the Board of
Directors and/or the Executive Compensation Committee,  may be made at any time,
and may have a retroactive effective date.



                                         ALLETE, Inc.,


                                    By:  /s/ Philip R. Halverson
                                         ---------------------------------------
                                         Philip R. Halverson
                                         Vice President, General Counsel
                                         and Secretary



</TEXT>
</DOCUMENT>
