FIRST AMENDMENT TO THIRD AMENDED AND RESTATED COMMITTED FACILITY LETTER

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                                                                  EXHIBIT 10(d)2

                               FIRST AMENDMENT TO

              THIRD AMENDED AND RESTATED COMMITTED FACILITY LETTER

          This First Amendment to Third Amended and Restated   Committed Facility

Letter is dated as of December 14, 2004, by and among ALLETE,   INC., a Minnesota

corporation (the "COMPANY"),   the banks from time to time party to the Committed

Facility Letter (as   hereinafter   defined) (each a "BANK" and   collectively   the

"BANKS") and LASALLE BANK NATIONAL ASSOCIATION, in its capacity as agent for the

Banks (in such capacity, the "AGENT").

                                WITNESSETH THAT:

          WHEREAS,   the   Company,   the   Banks   and the   Agent   are party to that

certain   Third   Amended   and   Restated   Committed   Facility   Letter   dated as of

December   23,   2003   (together   with   all   exhibits,    schedules,    attachments,

appendices and amendments thereof, the "COMMITTED FACILITY LETTER"); and

           WHEREAS,   the Company has requested that the Committed Facility Letter

be amended as set forth   herein and the Banks are   agreeable   to such request on

the terms and subject to the conditions set forth herein;

          NOW, THEREFORE,   for good and valuable consideration,   the receipt and

sufficiency   of which is hereby   acknowledged,   the   Company,   the Banks and the

Agent hereby agree as follows:

     1. The   parties   hereto   desire to extend the term of the   Facility   for an

additional   three years.   Accordingly,   the   penultimate   sentence of the second

paragraph of the Committed Facility Letter is hereby deleted in its entirety and

the following sentence is hereby substituted therefor:

          "This Facility   shall   terminate on   December 14, 2007 (the

          "TERMINATION DATE")."

     2. The   definition   of   "Applicable   Margin"   appearing in Section 8 of the

Committed   Facility   Letter is hereby   deleted in its entirety and the following

definition is hereby substituted therefor:

           "APPLICABLE   MARGIN"   means (i) with respect to   Eurodollar

          Loans,   (a)   0.425%   per   annum   for any day Level I Status

          exists;   (b)   0.550%   per annum for any day Level II Status

          exists;   (c)   0.675% per annum for any day Level III Status

          exists;   (d)   0.800%   per annum for any day Level IV Status

          exists; and (e) 1.300% per annum for any day Level V Status

          exists;   and (ii) with   respect   to Prime Rate   Loans,   (a)

          0.000%   per annum for any day   Level I Status   exists;   (b)

          0.000%   per annum for any day Level II Status

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          exists;   (c)   0.000% per annum for any day Level III Status

          exists;   (d)   0.500%   per annum for any day Level IV Status

           exists; and (e) 1.500% per annum for any day Level V Status

          exists.

     3. The parties hereto desire to reduce the aggregate amount available to be

borrowed by the Company under the Facility. Accordingly, the Commitments of each

Bank   shall   equal the amount   set forth   opposite   the name of such Bank on the

signature pages hereto.

     4.   Section   4(b)   specifying   the   conditions    precedent   to   the   Banks'

obligations   to make Loans is hereby   deleted in its entirety and the   following

new Section 4(b) is substituted in lieu thereof:

          "The   obligation   of each Bank to make any Loan   (including

          the   initial   Loan)   shall   be   subject   to   the   following

          statements   being true and correct   before and after giving

          effect to such Loan: (i) the representations and warranties

          set forth in Section 5 shall be true and   correct   with the

          same effect as if then made (unless stated to relate solely

          to an earlier date, in which case such   representations and

          warranties   shall be true and   correct   as of such   earlier

          date);   and (ii) no Event of Default or Unmatured   Event of

          Default   shall have   occurred and be   continuing,   PROVIDED

          that this   subsection   4(b)(ii) shall not apply to an Event

          of   Default    occurring    solely    under   clause   (vii)   of

          subsection   7(a) with   respect to a Loan if the proceeds of

          such Loan will be used   exclusively   to repay the Company's

          commercial   paper (and, in the event of any such Loan,   the

          Agent   may   require   the   Company   to   deliver   information

          sufficient   to disburse the proceeds of such Loan   directly

          to the holders of such   commercial   paper or a paying agent

          therefor)."

     5. Except as expressly   amended hereby,   the Committed   Facility Letter and

all other documents executed in connection   therewith shall remain in full force

and effect in accordance with their   respective   terms.   The Committed   Facility

Letter,   as   amended   hereby,   and all rights and   powers   created   thereby   and

thereunder   or under such   other   documents   are in all   respects   ratified   and

confirmed.   From and after the date hereof,   the Committed Facility Letter shall

be deemed to be   amended   and   modified   as herein   provided   and,   except as so

amended and modified, the Committed Facility Letter shall continue in full force

and effect in accordance   with its terms and the Committed   Facility   Letter and

this   Amendment   shall   be   read,   taken   and   construed   as one   and   the   same

instrument.   On and after the date   hereof