AMENDMENT TO THE ALLETE DIRECTOR COMPENSATION DEFERRAL PLAN

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                                                                 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 electi