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EXHIBIT 10(a)
AMENDMENT TO THE AMENDED AND RESTATED
ALLETE AND AFFILIATED COMPANIES
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Amended and Restated ALLETE and Affiliated Companies
Supplemental Executive
Retirement Plan, dated effective January 1, 2004, is amended as
follows:
1. Effective October 1, 2006, Section 3.1 is DELETED in its
entirety and
replaced with the following:
3.1 ELIGIBILITY
Any employee of the Company shall become a Participant as
follows:
(A) For benefits under Section 4.1, an employee who was a
Participant as
of September 30, 2006 shall remain a Participant and be eligible
to
participate in this Plan for so long as such employee
continuously
remains in ALLETE management salary grade SA-SM and
continuously
participates in the ALLETE Executive Annual Incentive Plan or
is
eligible to receive an Other Award. For benefits under Section
4.1,
an employee who was not a Participant as of September 30, 2006,
or
who was a Participant as of September 30, 2006 and subsequently
ceased to meet the eligibility requirements stated above, shall
become eligible to participate in this Plan beginning with the
first
calendar year in which such employee is in ALLETE management
salary
grade SF-SM and becomes eligible to receive an Annual Incentive
Award or Other Award.
One of the following conditions must also be satisfied:
i. The Participant is in the employment of the Company on the
last
day of the calendar year;
ii. The Participant died while employed by the Company during
such
calendar year;
iii. The Participant Retired during such calendar year;
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iv. The Participant is disabled and is receiving benefit
payments
under the Company's Long-Term Disability Benefit Plan during
such
calendar year; or
v. The Participant is on an authorized leave of absence on the
last
day of such calendar year and received Compensation from the
Company during such year.
(B) For benefits under Sections 4.2, 4.3 and 4.4, an employee in
ALLETE
management salary grade SA-SM, or other employees as approved by
the
Committee, who participates in the ALLETE Executive Annual
Incentive
Plan or is eligible to receive an Other Award, shall be eligible
to
participate in this Plan beginning with the first calendar year
in
which such employee becomes eligible to receive Annual
Incentive
Awards or Other Awards.
With respect to benefits under Section 4.3, one of the
following
conditions must also be satisfied:
vi. The Participant is in the employment of the Company on the
last
day of the calendar year;
vii. The Participant died while employed by the Company during
such
calendar year;
viii. The Participant Retired during such calendar year;
ix. The Participant is disabled and is receiving benefit
payments
under the Company's Long-Term Disability Benefit Plan during
such
calendar year; or
x. The Participant is on an authorized leave of absence on the
last
day of such calendar year and received Compensation from the
Company during such year.
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