<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>rexhibit10aa2.txt
<DESCRIPTION>EX-10(AA)2 DIRECTOR COMPENSATION DEFERRAL PLAN OCTOBER 2003 AMENDMENT
<TEXT>
<PAGE>
                                                                 EXHIBIT 10(aa)2


                                AMENDMENT TO THE
                   ALLETE DIRECTOR COMPENSATION DEFERRAL PLAN

      The ALLETE Director Compensation Deferral Plan (the "Plan") dated  January
1, 1990, is amended as follows:

      A new section 5.4 "Unscheduled Benefit Payments" is added as follows:

      A  Director  may  elect at any time  prior to the time that the first
      payment from his or her account would  otherwise be paid, to withdraw
      in a single lump sum all,  or a  specified  portion of the balance of
      his or her Deferral Account.  A Director may also make an election at
      any time subsequent to the start of installment  payments from his or
      her account,  to withdraw in a lump sum the entire  balance of his or
      her Deferral Account.  Withdrawals under this section will be reduced
      in amount by an early withdrawal  penalty equal to ten percent of the
      amount requested,  which will be deducted from the amount paid to the
      Director,  and  forfeited  by the  Director to the  Company.  Written
      notice of election to withdraw  under this  Section  stating the lump
      sum  amount  withdrawn  shall be sent to the  General  Counsel of the
      Company,  and  payment of the early  withdrawal  shall be made by the
      Company within thirty days of receipt of written notice.



                                  ALLETE, Inc.,

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




</TEXT>
</DOCUMENT>
