<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>rexhibit10z2.txt
<DESCRIPTION>EX-10(Z)2 DIRECTOR STOCK PLAN AMENDMENTS THROUGH DECEMBER 2003
<TEXT>
<PAGE>

                                                                  EXHIBIT 10(z)2


                                AMENDMENT TO THE
                                 MINNESOTA POWER
                               DIRECTOR STOCK PLAN


          The Minnesota  Power  Director  Stock Plan,  effective May 9, 1995, is
amended as follows:

     1.   Effective  September  1, 2000,  the title of the Plan is amended to be
          the ALLETE Director Stock Plan.

     2.   Effective  January  1,  2002,  Section  V.B.  is amended to provide as
          follows:

          B.   Each Director  shall receive on the first  business day following
               the Effective  Date, and on each January 31 thereafter (or on the
               first  business  day  thereafter  if January 31 is not a business
               day) a Stock  Payment of 1300 shares of Common Stock as a portion
               of the Annual Retainer payable to such Director for the Plan Year
               in which  such  date  occurs.  The  cash  portion  of the  Annual
               Retainer  for such Plan Year shall be paid to  Directors  at such
               times  and in such  manner as may be  determined  by the Board of
               Directors. Directors joining the Board during the Plan Year after
               January 31 will  receive  their  Stock  Payment of 1300 shares of
               Common Stock on the first  business day  following  the effective
               date of their election or appointment to the Board.

     3.   Effective  January  1,  2003,  Section  V.B.  is amended to provide as
          follows:

          B.   Each  Director  shall  receive on the first  business day in June
               following  each annual meeting of  shareholders,  a Stock Payment
               equal in value to $47,500.  To provide such Stock Payment to each
               Director,  the Company  shall cause  shares of Common Stock to be
               purchased in the market and deposited to said Director's Dividend
               Reinvestment Plan Account on such date as a portion of the Annual
               Retainer payable to such Director for the

                                       1

<PAGE>

               Plan Year in which  such date  occurs.  Any  fraction  of a Share
               shall be  disregarded  and the remaining  amount shall be paid in
               cash. The cash portion of the Annual  Retainer for such Plan Year
               shall be paid to  Directors  at such times and in such  manner as
               may be determined by the Board of  Directors.  Directors  joining
               the Board  during the Plan Year after the first  business  day in
               June will receive their Stock  Payment on the first  business day
               following the effective  date of their election or appointment to
               the Board.

                                           ALLETE, Inc.


                                     By:          /s/ Donald J. Shippar
                                           -------------------------------------
                                           Donald J. Shippar
                                           President and Chief Executive Officer




Attest:    /s/ Philip R. Halverson
        -----------------------------------
        Philip R. Halverson
        Vice President,
        General Counsel & Secretary

                                       2

</TEXT>
</DOCUMENT>
