EX-10(Z)2AMENDMENT TO THE MINNESOTA POWER DIRECTOR STOCK PLAN

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                                                                  EXHIBIT 10(z)2

                                AMENDMENT TO THE

                                 MINNESOTA POWER

                               DIRECTOR STOCK PLAN

          The Minnesota   Power   Director   Stock Plan,   effective May 9, 1995, is

amended as follows:

     1.    Effective   September   1, 2000,   the title of the Plan is amended to be

          the ALLETE Director Stock Plan.

     2.    Effective   January   1,   2002,   Section   V.B.   is amended to provide as

          follows:

          B.    Each Director   shall receive on the first   business day following

               the Effective   Date, and on each January 31 thereafter (or on the

               first   business   day   thereafter   if January 31 is not a business

               day) a Stock   Payment of 1300 shares of Common Stock as a portion

               of the Annual Retainer payable to such Director for the Plan Year

               in which   such   date   occurs.   The   cash   portion   of the   Annual

               Retainer   for such Plan Year shall be paid to   Directors   at such

               times   and in such   manner as may be   determined   by the Board of

               Directors. Directors joining the Board during the Plan Year after

               January 31 will   receive   their   Stock   Payment of