ALLETE INC
EX-10(V)2 EXECUTIVE INVESTMENT PLAN-I AMENDMENTS THROUGH DECEMBER 2003
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>rexhibit10v2.txt
<DESCRIPTION>EX-10(V)2 EXECUTIVE INVESTMENT PLAN-I AMENDMENTS THROUGH DECEMBER 2003
<TEXT>
<PAGE>

                                                                  EXHIBIT 10(v)2


                                AMENDMENT TO THE
                    AMENDED AND RESTATED MINNESOTA POWER AND
                 AFFILIATED COMPANIES EXCUTIVE INVESTMENT PLAN I

          The Amended and  Restated  Minnesota  Power and  Affiliated  Companies
Executive Investment Plan I, effective November 1, 1988, is amended as follows:

     1.   The  heading  of Section 7 is  amended  to read  "Financial  Hardship,
          Change of Law, and Unscheduled Benefit Payments."


     2.   Effective  April 23,  2003,  a new  Section  7.3  Unscheduled  Benefit
          Payments is added as follows:

          A  Participant  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 Participant  may also make an election at
          any time  subsequent to the start of installment  payments from his or
          her  account,  to  withdraw  in a lump sum the  balance  of his or her
          Deferral  Account.  Withdrawals  under this section will be reduced in
          amount by an early  withdrawal  penalty  equal to ten  percent  of the
          amount  requested,  which will be deducted from the amount paid to the
          Participant,  and forfeited by the Participant to the Company. Written
          notice of election to withdraw under this Section stating the lump sum
          amount  withdrawn  shall be sent to the  Manager,  Employee  Benefits,
          Human Resources,  and payment of the early withdrawal shall be made by
          the Company within thirty days of receipt of written notice.

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     3.   Effective  December  1,  2003,  Section  2.1(aa) is amended to add the
          following:

          If a Participant is employed by a subsidiary of the Company,  and such
          subsidiary  is no longer at least 50% owned by the Company,  then such
          Participant  will be considered to have a Termination of Employment or
          Retirement on such date.  Distribution of the  Participant's  benefits
          under Section 6 shall occur as provided therein.  Notwithstanding  the
          preceding sentences of this Paragraph, in the event that a Participant
          is employed by a subsidiary  of the Company  which is  distributed  to
          shareholders  through a stock spin off to shareholders of ALLETE, then
          the  Participant  will  not be  considered  to have a  Termination  of
          Employment  or  Retirement  for  purposes  of  Section  6 until  their
          employment  at such  distributed  company  terminates  for any reason,
          including Retirement.

     4.   Effective  March  18,  2002,  Section  6.4.1  is  amended  to add  the
          following:

          In the event that there is a Change in Control,  and if, within twelve
          (12) months after a Change in Control a Participant  is  involuntarily
          terminated, the Participant shall be entitled to an additional benefit
          equal to forty percent (40%) of any amount distributed  ("Supplemental
          Tax Benefit")  pursuant to Section 6.4.1. If a Participant is eligible
          for Retirement, no Supplemental Tax Benefit will be paid.

                                           ALLETE, Inc.


                                       By:        /s/ Donald J. Shippar
                                           -------------------------------------
                                           Donald J. Shippar
                                           President and Chief Executive Officer



Attest:    /s/ Philip R. Halverson
        -------------------------------
        Philip R. Halverson
        Vice President,
        General Counsel & Secretary

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