EX-10(T)2AMENDMENT TO THE ALLETE EXECUTIVE ANNUAL INCENTIVE PLAN

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                                                                  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   auth