exhibit_4c3.htm


    Exhibit
4(c)3

     

    ALLETE 2008
Form 10-K

    


                                              ________________________________________________________________________

          


      


      


      SUPERIOR
WATER, LIGHT AND POWER COMPANY

      2915 Hill
Avenue, Superior, WI 54880

      


      


      


      To

      


      


      


      U.S. BANK
NATIONAL ASSOCIATION

      (formerly
First Bank (N.A.))

      


      


      As
Trustee Under Superior Water, Light

      and Power
Company's Mortgage and Deed of Trust,

      Dated as
of March 1, 1943

      


      


      


      _________________________________________

      


      ELEVENTH
SUPPLEMENTAL INDENTURE

      _________________________________________

      


      


      


      Dated as
of December 1, 2008

      


                                              ________________________________________________________________________

      


      


      


      


      


      This
instrument drafted by

      Chapman
and Cutler LLP

      Chicago,
IL


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      TABLE
OF CONTENTS

      


      
        
          	
                  SECTION

                	
                   HEADING

                	
                  PAGE

                
	 
      	 
      	 
      	 
      
	
                  Parties

                	 
      	 
      	
                  1

                
	 
      	 
      	 
      	 
      
	
                  Recitals

                	 
      	
                  1

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      I

                	
                  BONDS
      OF THE TENTH SERIES

                	
                  7

                
	 
      	
                  Section
      1.1

                	 
      	
                  7

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      II

                	
                  COVENANTS
      AND RESTRICTIONS

                	
                  10

                
	 
      	
                  Section
      2.1

                	 
      	
                  10

                
	 
      	
                  Section
      2.2

                	 
      	
                  10

                
	 
      	
                  Section
      2.3

                	 
      	
                  10

                
	 
      	
                  Section
      2.4

                	 
      	
                  11

                
	 
      	
                  Section
      2.5

                	 
      	
                  11

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      III

                	 
      MISCELLANEOUS PROVISIONS	
                  11

                
	 
      	
                  Section 3.1

                	 
      	
                  11

                
	 
      	
                  Section
      3.2

                	 
      	
                  16

                
	 
      	
                  Section
      3.3

                	 
      	
                  16

                
	 
      	
                  Section
      3.4

                	 
      	
                  16

                
	 
      	
                  Section
      3.5

                	 
      	
                  16

                
	 
      	
                  Section
      3.6

                	 
      	
                  17

                
	 
      	
                  Section
      3.7

                	 
      	
                  17

                
	 
      	 
      	 
      	 
      
	
                  Signature
      Page

                	 
      	
                  18

                
	 
      	 
      	 
      	 
      
	
                  ATTACHMENTS
      TO SUPPLEMENTAL INDENTURE:

                	 
      
	 
      	 
      	 
      	 
      
	
                  EXHIBIT
      A - Form of Bond of the Tenth Series

                	 
      
	 
      	 
      
	
                  EXHIBIT
      B - Assignment and Irrevocable Bond Power

                	 
      


        

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

       ELEVENTH
SUPPLEMENTAL INDENTURE

       

      SUPPLEMENTAL
INDENTURE, dated as of the 1st day of December, 2008, made and entered into by
and between SUPERIOR WATER, LIGHT AND POWER COMPANY, a corporation of the State
of Wisconsin, whose address is 2915 Hill Avenue, Superior, Wisconsin 54880 (the
"Company") and U.S.
BANK NATIONAL ASSOCIATION (successor to Chemical Bank, as Corporate Trustee, and
Peter Morse, as Co-Trustee), a national banking association, whose principal
trust office at the date hereof is in St. Paul, Minnesota (the "Trustee"), as Trustee under
the Mortgage and Deed of Trust dated as of March 1, 1943 (hereinafter called the
"Mortgage"), which
Mortgage was executed and delivered by the Company to secure the payment of
bonds issued or to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is hereby made, this Eleventh Supplemental
Indenture (the "Eleventh
Supplemental Indenture") being supplemental thereto;

       

      WHEREAS,
said Mortgage was recorded in the office of the Register of Deeds in and for
Douglas County, Wisconsin, on May 3, 1943, in Volume 191 of Mortgages at page 1,
Document No. 362844; and

       

      WHEREAS,
an instrument dated as of September 15, 1949, was executed by the Company
appointing Russell H. Sherman as Co-Trustee in succession to said Howard B.
Smith, resigned, under said Mortgage, and by Russell H. Sherman accepting the
appointment as Co-Trustee under said Mortgage in succession to the said Howard
B. Smith, which instrument was recorded in the office of the Register of Deeds
in and for Douglas County, Wisconsin, on October 8, 1949, in Volume 196 of
Mortgages at page 510, Document No. 398649; and

       

      WHEREAS,
by the Mortgage, the Company covenanted that it would execute and deliver such
supplemental indenture or indentures and such further instruments and do such
further acts as might be necessary or proper to carry out more effectively the
purposes of the Mortgage and to make subject to the lien of the Mortgage any
property acquired after the date of the execution of the Mortgage and intended
to be subject to the lien thereof; and

       

      WHEREAS,
the Company executed and delivered its First Supplemental Indenture, dated as of
March 1, 1951 (hereinafter called its "First Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on March 30, 1951, in Volume 205 of Mortgages
at page 73, Document No. 405297; and

       

      WHEREAS,
an instrument dated as of May 16, 1961, was executed by the Company appointing
Richard G. Pintard as Co-Trustee in succession to said Russell H. Sherman,
resigned, under said Mortgage and by Richard G. Pintard accepting the
appointment as Co-Trustee under said Mortgage in succession to said Russell H.
Sherman, which instrument was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on May 31, 1961, in Volume 256 of Mortgages
at page 423, Document No. 453857; and

       

      WHEREAS,
the Company executed and delivered its Second Supplemental Indenture, dated as
of March 1, 1962 (hereinafter called its "Second Supplemental
Indenture"), which was


      
        
           


        

        
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      recorded
in the office of the Register of Deeds in and for Douglas County, Wisconsin, on
March 26, 1962, in Volume 261 of Mortgages at page 81, Document No. 457662;
and

       

      WHEREAS,
an instrument dated as of June 23, 1976, was executed by the Company appointing
Steven F. Lasher as Co-Trustee in succession to said Richard G. Pintard,
resigned, under said Mortgage and by Steven F. Lasher accepting the appointment
as Co-Trustee under said Mortgage in succession to said Richard G. Pintard,
which instrument was recorded in the office of the Register of Deeds in and for
Douglas County, Wisconsin, on July 16, 1976, in Volume 353 of Records at page
274, Document No. 532495; and

       

      WHEREAS,
the Company executed and delivered its Third Supplemental Indenture, dated as of
July 1, 1976 (hereinafter called its "Third Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on October 1, 1976, in Volume 355 of Records
at page 683, Document No. 534332; and

       

      WHEREAS,
an instrument dated as of December 30, 1977, was executed by the Company
appointing C. G. Martens as Co-Trustee in succession, to said Steven F. Lasher,
resigned, under said Mortgage and by C. G. Martens accepting the appointment as
Co-Trustee under said Mortgage in succession to said Steven F. Lasher, which
instrument was recorded in the office of the Register of Deeds in and for
Douglas County, Wisconsin, on February 13, 1985, in Volume 436 of Records at
page 264, Document No. 589308; and

       

      WHEREAS,
the Company executed and delivered its Fourth Supplemental Indenture, dated as
of March 1, 1985 (hereinafter called its "Fourth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on March 19, 1985, in Volume 436 of Records
at page 910, Document No. 589776; and

       

      WHEREAS,
an instrument dated as of October 26, 1992, was executed by the Company
appointing Peter Morse as Co-Trustee in succession to said C. G. Martens,
resigned, under said Mortgage and by Peter Morse accepting the appointment as
Co-Trustee under said Mortgage in succession to said C. G. Martens, which
instrument was recorded in the office of the Register of Deeds in and for
Douglas County, Wisconsin, on November 13, 1992, in Volume 539 of Records at
page 9, Document No. 649056; and

       

      WHEREAS,
the Company executed and delivered its Fifth Supplemental Indenture, dated as of
December 1, 1992, (hereinafter called its "Fifth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on December 28, 1992, in Volume 541 of
Records at page 229, Document No. 650104; and

       

      WHEREAS,
the Company executed and delivered its Sixth Supplemental Indenture, dated as of
March 24, 1994 (hereinafter called its "Sixth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on March 29, 1994, in Volume 568 of Records
at page 757, Document No. 662228; and


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

      WHEREAS,
the Company executed and delivered its Seventh Supplemental Indenture, dated as
of November 1, 1994 (hereinafter called its "Seventh Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on January 18, 1995, in Volume 583 of Records
at page 242, Document No. 669350; and

       

      WHEREAS,
an instrument dated as of January 20, 1995, was executed by The Prudential
Insurance Company pursuant to Section 102 of the Mortgage appointing First Bank
(N.A.) as Trustee in succession to Chemical Bank as Corporate Trustee and Peter
Morse as Co-Trustee under said Mortgage and by First Bank (N.A.) (U.S. Bank
National Association, successor) accepting the appointment as Trustee under such
Mortgage in succession to said Chemical Bank and said Peter Morse, which
instrument was recorded in the Office of the Register of Deeds in and for
Douglas County, Wisconsin on April 6, 1995 in Volume 585 of Records at page 953,
Document No. 670717; and

       

      WHEREAS,
the Company executed and delivered its Eighth Supplemental Indenture, dated as
of January 1, 1997 (hereinafter called its "Eighth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on January 7, 1997, in Volume 617 of Records
at page 536, Document No. 685699; and

       

      WHEREAS,
the Company executed and delivered its Ninth Supplemental Indenture, dated as of
October 1, 2007 (hereinafter called its "Ninth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on September 27, 2007, as Document No.
810920; and

       

      WHEREAS,
the Company executed and delivered its Tenth Supplemental Indenture, dated as of
October 1, 2007 (hereinafter called its "Tenth Supplemental
Indenture"), which was recorded in the office of the Register of Deeds in
and for Douglas County, Wisconsin, on September 27, 2007, as Document No.
810921; and; 

       

      WHEREAS,
in addition to the property described in the Mortgage, as heretofore
supplemented, the Company has acquired certain other property, rights and
interests in property; and

       

      WHEREAS,
the Company has heretofore issued, in accordance with the provisions of the
Mortgage, bonds of a series entitled and designated First Mortgage Bonds, 3 3/8%
Series due 1973 (the "Bonds of
the First Series"), in the aggregate principal amount of Two Million Five
Hundred Thousand Dollars ($2,500,000), none of which Bonds of the First Series
are now Outstanding; bonds of a series entitled and designated First Mortgage
Bonds, 3 1/10% Series due 1981 (the "Bonds of the Second Series"),
in the aggregate principal amount of Five Million Dollars ($5,000,000), none of
which Bonds of the Second Series are now Outstanding; bonds of a series entitled
and designated First Mortgage Bonds, 5% Series due 1992 (the "Bonds of the Third Series"),
in the aggregate principal amount of Two Million Seven Hundred Thousand Dollars
($2,700,000), none of which Bonds of the Third Series are now outstanding; bonds
of a series entitled and designated First Mortgage Bonds, 9 5/8% Series due 2001
(the "Bonds of the Fourth
Series"), the interest rate for which bonds was modified to 6.10% by the
Sixth


      
        
           


        

        
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      Supplemental
Indenture, in the aggregate principal amount of Three Million Dollars
($3,000,000), none of which bonds of the Fourth Series are now outstanding;
bonds of a series entitled and designated First Mortgage Bonds, 12 1/2% Series
due 1992 (the "Bonds of the
Fifth Series"), in the aggregate principal amount of Three Million Five
Hundred Thousand Dollars ($3,500,000), none of which Bonds of the Fifth Series
are now outstanding; Bonds of a series entitled and designated First Mortgage
Bonds, 7.91% Series due 2013 (the "Bonds of the Sixth Series"),
in the aggregate principal amount of Five Million Dollars ($5,000,000) of which
One Million Two Hundred Fifty Thousand Dollars ($1,250,000) aggregate principal
amount is now outstanding; Bonds of a series entitled and designated First
Mortgage Bonds, 7.27% Series due 2008 (the "Bonds of the Seventh
Series"), in the aggregate principal amount of Six Million Dollars
($6,000,000), the full amount of which remains outstanding; Bonds of a series
entitled and designated First Mortgage Bonds, 5.375% Series due 2021 (the "Bonds of the Eighth Series"),
in the aggregate principal amount of Six Million Three Hundred Seventy Thousand
Dollars ($6,370,000), the full amount of which remains outstanding; and Bonds of
a series entitled and designated First Mortgage Bonds, 5.75% Series due
November 1, 2037 (the "Bonds of the Ninth Series"),
in the aggregate principal amount of Six Million One Hundred Thirty Thousand
Dollars ($6,130,000), the full amount of which remains outstanding;
and

       

      WHEREAS,
Section 8 of the Mortgage provides that the form of each series of bonds (other
than Bonds of the First Series) issued thereunder shall be established by
Resolution of the Board of Directors of the Company and that the form of such
series, as established by said Board of Directors, shall specify the descriptive
title of the bonds and various other terms thereof, and may also contain such
provisions not inconsistent with the provisions of the Mortgage as the Board of
Directors may, in its discretion, cause to be inserted therein; and

       

      WHEREAS,
Section 120 of the Mortgage provides, among other things, that the Company may
enter into any further covenants, limitations or restrictions for the benefit of
any one or more series of bonds issued thereunder, or the Company may establish
the terms and provisions of any series of bonds other than said Bonds of the
First Series, by an instrument in writing executed and acknowledged by the
Company in such manner as would be necessary to entitle a conveyance of real
estate to be of record in all of the states in which any property at the time
subject to the lien of the Mortgage shall be situated; and

       

      WHEREAS,
the Company now desires to create a new series of bonds and to add to the
covenants, limitations or restrictions contained in the Mortgage certain other
covenants, limitations or restrictions to be observed by it and to amend the
Mortgage; and

       

      WHEREAS,
the execution and delivery by the Company of this Eleventh Supplemental
Indenture, and the terms of the Bonds of the Tenth Series hereinafter referred
to, have been duly authorized by the Board of Directors of the Company by
appropriate resolutions of said Board of Directors;

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH: That Superior Water, Light and Power
Company, in consideration of the premises and of One Dollar ($1) to it duly paid
by the Trustee at or before the ensealing and delivery of these presents, the
receipt whereof is


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      hereby
acknowledged, and in further evidence of assurance of the estate, title and
rights of the Trustee and in order further to secure the payment both of the
principal of and interest and premium, if any, on the bonds from time to time
issued under the Mortgage, according to their tenor and effect, and the
performance of all the provisions of the Mortgage (including any instruments
supplemental thereto and any modification made as in the Mortgage provided) and
of said bonds, hereby grants, bargains, sells, releases, conveys, assigns,
transfers, mortgages, pledges, sets over and confirms (subject, however, to
Excepted Encumbrances as defined in Section 6 of the Mortgage) unto U.S. Bank
National Association, as Trustee under the Mortgage, and to its successor or
successors in said trust, and to said Trustee and its successors and assigns
forever, all and singular the permits, franchises, rights, privileges, grants
and property, real, personal and mixed, now owned or which may be hereafter
acquired by the Company (except any of the character herein or in the Mortgage
expressly excepted), including (but not limited to) its electric light and power
works, gas works, water works, buildings, structures, machinery, equipment,
mains, pipes, lines, poles, wires, easements, rights of way, permits,
franchises, rights, privileges, grants and all property of every kind and
description, situated in the City of Superior, Douglas County, Wisconsin, or
elsewhere in Douglas County, Wisconsin, in Washburn County, Wisconsin, or in any
other place or places now owned by the Company, or that may be hereafter
acquired by it, including, but not limited to, the following described
properties of the Company--that is to say:

       

      All
property, real, personal and mixed, acquired by the Company after the date of
the execution and delivery of the Mortgage (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted), now owned or
hereafter acquired by the Company and wheresoever situated, including (without
in any wise limiting or impairing by the enumeration of the same the scope and
intent of the foregoing or of any general description contained in this Eleventh
Supplemental Indenture) all lands, power sites, flowage rights, water rights,
water franchises, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and
all other rights or means for appropriating, conveying, storing and supplying
water; all rights of way and roads; all plants, works, reservoirs and tanks for
the pumping and purification of water; all water works; all plants for the
generation of electricity by water, steam and/or other power; all power houses,
gas plants, street lighting systems, standards and other equipment incidental
thereto, telephone, radio and television systems, air-conditioning systems and
equipment incidental thereto, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks,
street and interurban railway systems, offices, buildings and other structures
and the equipment thereof; all machinery, engines, boilers, dynamos, water,
electric, gas and other machines, regulators, meters, transformers, generators,
motors, water, electrical, gas and mechanical appliances, conduits, cables,
water, steam, heat, gas or other mains and pipes, service pipes, fittings,
valves and connections, pole and transmission lines, wires, cables, tools,
implements, apparatus, furniture, chattels and choses in action; all municipal
and other franchises, consents or permits; all lines for the transmission and
distribution of water, electric current, gas, steam heat or hot water for any
purpose, including towers, poles, wires, cables, pipes, conduits, ducts and all
apparatus for use in connection therewith; all real estate, lands, easements,
servitudes, licenses, permits, franchises, privileges, rights of way and other
rights in or relating to real estate or the occupancy of the same and (except as
herein or in the Mortgage, as heretofore supplemented, expressly excepted) all
the right, title and interest of the Company in and to all other property of any
kind or nature appertaining to and/or used and/or occupied and/or enjoyed in
connection with any property hereinbefore or in the Mortgage, as heretofore
supplemented, described.


      
        
           


        

        
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      Together
with all and singular the tenements, hereditaments and appurtenances belonging
or in any wise appertaining to the aforesaid property or any part thereof, with
the reversion and reversions, remainder and remainders and (subject to the
provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the estate, right, title
and interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.

       

      It is
hereby agreed by the Company that all the property, rights and franchises
acquired by the Company after the date hereof (except any herein or in the
Mortgage, as heretofore supplemented, expressly excepted) shall be and are as
fully granted and conveyed hereby and as fully embraced within the lien of the
Mortgage as if such property, rights and franchises were now owned by the
Company and were specifically described herein and conveyed hereby.

       

      Provided that the following
are not and are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien and
operation of the Mortgage, viz: (1) cash, shares of stock, bonds, notes and
other obligations and other securities not hereafter specifically pledged, paid,
deposited, delivered or held under the Mortgage or covenanted so to be; (2)
merchandise, equipment, materials or supplies held for the purpose of sale in
the usual course of business and fuel, oil and similar materials and supplies
consumable in the operation of any properties of the Company; rolling stock,
buses, motor coaches, automobiles and other vehicles; (3) bills, notes and
accounts receivable, and all contracts, leases and operating agreements not
specifically pledged under the Mortgage or covenanted so to be; the last day of
the term of any lease or leasehold which may heretofore have or hereafter may
become subject to the lien of the Mortgage; (4) water, electric energy, gas, ice
and other materials or products pumped, stored, generated, manufactured,
produced or purchased by the Company for sale, distribution or use in the
ordinary course of its business; (5) the Company's franchise to be a
corporation; and (6) all permits, franchises, rights, privileges, grants and
property in the state of Minnesota now owned or hereafter acquired unless such
permits, franchises, rights, privileges, grants and property in the state of
Minnesota shall have been subjected to the lien of the Mortgage by an indenture
or indentures supplemental to the Mortgage, pursuant to authorization of the
Board of Directors of the Company, whereupon all the permits, franchises,
rights, privileges, grants and property then owned or thereafter acquired by the
Company in the state of Minnesota (except property of the character expressly
excepted from the lien of the Mortgage in clauses (1) to (5) above, inclusive),
shall become and be subject to the lien of the Mortgage as part of the Mortgaged
and Pledged Property and may be released, funded and otherwise dealt with on the
same terms and subject to the same conditions and restrictions as though not
theretofore excepted from the lien of the Mortgage; provided, however, that the
property and rights expressly excepted from the lien and operation of the
Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event and as of the date that the Trustee or
a receiver or trustee shall enter upon and take possession of the Mortgaged and
Pledged Property in the manner provided in Article XIII of the Mortgage by
reason of the occurrence of a Default as defined in Section 65 of the
Mortgage.


      
        
           


        

        
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      To have
and to hold all such properties, real, personal and mixed, granted, bargained,
sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed by the Company as aforesaid, or intended so to be, unto U.S. Bank
National Association as Trustee, and its successors and assigns
forever.

       

      In trust
nevertheless, for the same purposes and upon the same terms, trusts and
conditions and subject to and with the same provisos and covenants as are set
forth in the Mortgage, as heretofore supplemented, this Eleventh Supplemental
Indenture being supplemental thereto.

       

      And it is
hereby covenanted by the Company that all the terms, conditions, provisos,
covenants and provisions contained in the Mortgage, as heretofore supplemented,
shall affect and apply to the property hereinbefore described and conveyed and
to the estate, rights, obligations and duties of the Company and the Trustee and
the beneficiaries of the trust with respect to said property, and to the Trustee
and its successors as Trustee of said property, in the same manner and with the
same effect as if said property had been owned by the Company at the time of the
execution of the Mortgage, and had been specifically and at length described in
and conveyed to the Trustee by the Mortgage as part of the property therein
stated to be conveyed.

       

      The
Company further covenants and agrees to and with the Trustee and its successors
in said trust under the Mortgage as follows:

       

      ARTICLE
I

       

      BONDS
OF THE TENTH SERIES

       

             Section
1.1. There shall be a tenth series of bonds designated “First Mortgage Bonds, 7.25% Series
due December 15, 2013” (the “Bonds of the Tenth Series”),
which shall be limited to $10,000,000 aggregate principal amount, and shall be
issued as fully registered bonds without coupons in the denominations of $1,000
or any multiple thereof.  The Bonds of the Tenth Series shall be dated
on the date of issuance thereof, mature on December 15, 2013 or upon
earlier acceleration or redemption, and shall bear interest (computed on the
basis of a 360-day year of twelve 30 day months) from their date of issuance, at
the rate of 7.25% per annum, payable semiannually on June 15 and
December 15 of each year commencing June 15, 2009 and at the rate of
9.25% per annum on any overdue payment of principal or premium, if any, and to
the extent enforceable under applicable law, or any overdue payment of
interest.  The Bonds of the Tenth Series shall be numbered R-1 and
upward and otherwise shall be substantially in the form attached hereto as
Exhibit A.  Except as hereinafter provided, the principal of, and
the premium, if any, and the interest on each said bond to be payable at the
office of the Company in Superior, Wisconsin or agency of the Company in the
City of St. Paul, Minnesota, in such coin or currency of the United States of
America as at the time of payment is legal tender for public and private
debts.


      
        
           


        

        
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      Notwithstanding
any provision to the contrary in the Mortgage or the Bonds of the Tenth Series,
the first paragraph of Section 9 of the Bond Purchase Agreement shall
govern the method of payment of principal, premium, if any, and interest on the
Bonds of the Tenth Series to the holders thereof; provided, however, that the
Trustee shall have no obligation to comply with the provisions of Section 9
with respect to any transferee of the Purchaser or any other holder of the Bonds
of the Tenth Series until such transferee or holder shall have made the
agreement described in Section 9.  Subject to such proviso, the
Trustee hereby consents to the method of payment described in
Section 9.  The Trustee shall not be liable or responsible to any
holder of Bonds of the Tenth Series entitled to the benefits of Section 9
or to any transferee thereof or to the Company for any act or omission to act on
the part of the Company or any such holder of Bonds of the Tenth Series in
connection with Section 9.  The Company hereby indemnifies the
Trustee against all liabilities, if any, resulting from acts or omissions on its
part or on the part of the Company in connection with
Section 9.

       

      The Bonds
of the Tenth Series shall be dated as of the date of authentication thereof by
the Trustee (except that if any Bond of the Tenth Series shall be authenticated
on an interest payment date for the Bonds of the Tenth Series to which interest
has been paid, such Bond shall be dated as of the day following) and shall bear
interest from the fifteenth day of June or December, as the case may be, next
preceding the date of such Bond to which interest has been paid; provided, however, that if
any such Bond shall be authenticated before June 15, 2009, such Bond shall
bear interest  from the date of the original issue of the Bonds of the
Tenth Series; and provided
further that if the Company shall at the time of the authentication of
any Bond of the Tenth Series be in default in the payment of interest upon the
Bonds of the Tenth Series, such Bond shall be dated as of, and shall bear
interest from, the date of the beginning of the period for which such interest
is so in default.

       

      Upon
notice as provided in the following paragraph, the Bonds of the Tenth Series may
be redeemed prior to maturity, in whole at any time or in part (in multiples of
$500,000) from time to time, at the option of the Company, or by the application
(either at the option of the Company or pursuant to the requirements of the
Mortgage) of cash delivered to or deposited with the Trustee pursuant to the
provisions of Section 39, Section 55, Section 61, Section 64 or Section 118 of
the Mortgage or with the Proceeds of Released Property, in any such case at 100%
of the principal amount of the Bonds being redeemed plus interest accrued
thereon to the date of redemption, together with a premium equal to the
Make-Whole Amount, if any, with respect to the Bonds of the Tenth Series being
redeemed determined five Business Days prior to the date of such
redemption.

       

      Notice of
any redemption of the Bonds of the Tenth Series shall be given by mail, postage
prepaid, at least 30 but not more than 60 days prior to the date of redemption,
to the registered owners of all Bonds of the Tenth Series to be so redeemed at
their respective addresses appearing on the books maintained by the Company
pursuant to Section 13 of the Mortgage.  Any notice which is mailed as
herein provided shall be conclusively presumed to have been properly and
sufficiently given on the date of such mailing, whether or not the registered
owner receives the notice.  In any case, failure to give notice by
mail, or any defect in such notice, to the registered owner of any Bond of the
Tenth Series designated for redemption in whole or in part shall not affect the
validity of the proceedings for the redemption of any other Bond of the Tenth
Series.  Two Business Days prior to the redemption date specified in
such notice, the Company shall provide each registered owner of Bonds of the
Tenth Series to be redeemed with written notice of the premium, if any, payable
with respect thereto and a reasonably detailed computation of the Make-Whole
Amount.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      All
partial redemptions of Bonds of the Tenth Series shall be made ratably among all
registered owners thereof in the proportion which the principal amount of the
Bonds held by each registered owner bears to the aggregate principal amount of
all Bonds of the Tenth Series then outstanding, computed to the nearest $1,000
principal amount of the Bonds of the Tenth Series.

       

      In the
event that the principal amount of the Bonds of the Tenth Series is declared due
and payable upon the occurrence of a Default or becomes due and payable pursuant
to Section 73 of the Mortgage, there shall then become due and payable, together
with the principal amount of the Bonds of the Tenth Series and interest accrued
thereon, a premium equal to the amount of the Make-Whole Amount which would have
been payable with respect to such Bonds of the Tenth Series, if they had been
redeemed at the option of the Company pursuant to Section 1.1 in this Eleventh
Supplemental Indenture on the date on which the Bonds of the Tenth Series became
due and payable; provided that such premium,
if any, with respect to the Bonds of the Tenth Series shall become due and
payable only if such Default is, or such sale is made following a Default, other
than one specified in subsections (e) or (f) of Section 65 of the
Mortgage.

       

      Any Bonds
of the Tenth Series shall be transferable by the registered owner thereof in
person, or by its attorney duly authorized in writing, at the office or agency
of the Company in the City of St. Paul, Minnesota, or the office of the Company
in Superior, Wisconsin, upon surrender thereof for cancellation, together with a
written instrument of transfer in form approved by the Company duly executed by
such registered owner or by its duly authorized attorney.  Upon any
such transfer, a new Bond or Bonds of the Tenth Series for the same aggregate
principal amount will be issued to the transferee in exchange
therefor.  Any Bond of the Tenth Series may, at the option of the
registered owner thereof and upon surrender thereof for cancellation at such
office or agency, be exchanged as prescribed in the Mortgage for another Bond or
Bonds of the Tenth Series of other authorized denominations having the same
aggregate principal amount.  In the event any written instrument of
transfer is required in connection with any transfer or exchange of any Bond of
the Tenth Series, an instrument in the form attached hereto as Exhibit B is
hereby approved by the Company for the purposes of Section 12 of the
Mortgage.

       

      Notwithstanding
any provision of Section 12 or Section 16 of the Mortgage, (a) no charge will be
made by the Company for any transfer or exchange of any Bond of the Tenth Series
or, in the case of any lost, destroyed or mutilated Bond, the issuance,
authentication and delivery of a new Bond of the Tenth Series in substitution
thereof, whether for any stamp tax or other governmental charge, if any,
applicable thereto or otherwise, and the Company shall reimburse the Trustee for
all expenses incurred in connection therewith and (b) in the event of any loss,
destruction or mutilation of any Bond of the Tenth Series, and a request by the
holder for issuance of a new Bond of the Tenth Series in substitution therefor,
the holder's unsecured indemnity agreement shall be deemed to be satisfactory to
the Company and the Trustee for purposes of Section 16 of the
Mortgage.

       

      Notwithstanding any provision of Section 15 of the Mortgage, Bonds
of the Tenth Series shall be authenticated, issued and delivered only as
definitive bonds.  Bonds of the Tenth Series so authenticated, issued
and delivered may be in the form of fully engraved bonds, bonds printed or
lithographed on engraved borders, bonds printed or bonds typewritten.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      
         

      

      ARTICLE II

       

      COVENANTS
AND RESTRICTIONS

       

               Section 2.1. 
The Company covenants that, so long as any Bonds of the Tenth Series are
outstanding, it will not merge or consolidate with any other Person or sell,
lease or transfer or otherwise dispose (a “Disposition”) of all or a
Substantial Part of its assets, or assets which shall have contributed a
Substantial Part of net income of the Company for any of the three fiscal years
then most recently ended, to any Person; provided, however, that the
Company may merge or consolidate with, or sell or transfer all or substantially
all of its assets to, Allete, but only if (a) in the event that Allete is
the continuing or surviving corporation or the acquiring corporation, Allete
shall be a solvent corporation and shall expressly assume in writing all of the
obligations of the Company under the Mortgage, this Eleventh Supplemental
Indenture, the Bonds of the Tenth Series and the Bond Purchase Agreement,
including all covenants therein and herein contained, and Allete shall succeed
to and be substituted for the Company with the same effect as if it had been
named herein as a party hereto, and (b) the Company as the continuing or
surviving corporation or Allete as the continuing or surviving corporation or
acquiring corporation, as the case may be, shall not, immediately after such
merger or consolidation, or such sale or other disposition, be in default under
any of such obligations.  Notwithstanding the foregoing, the Company
may make a Disposition and the assets subject to such Disposition shall not be
included in the determination of Substantial Part to the extent that an amount
equal to the net proceeds from such Disposition are, within 365 days of such
Disposition (A) reinvested in assets of a similar nature of at least equivalent
value to be used in the existing business of the Company, and/or (B) applied to
the payment or prepayment of the Bonds of the Tenth Series.  For
purposes of foregoing clause (B), used to prepay (not less than 30 or more than
60 days following such offer) the Bonds of the Tenth Series at a price of 100%
of the principal amount of the Bonds of the Tenth Series to be prepaid (without
any Make-Whole Amount) together with interest accrued to the date of prepayment;
provided that if any holder of the Bonds of the Tenth Series declines such
offer, the amount that would have been paid to such holder shall be offered pro
rata to the other holders of the Bonds of the Tenth Series that have accepted
the offer.  A failure by a holder of Bonds of the Tenth Series to
respond in writing not later than 10 Business Days prior to the proposed
prepayment date to an offer to prepay made pursuant to this Section 2.1 shall be
deemed to constitute a rejection of such offer by such holder.

       

             
Section 2.2.  The Company covenants that, so long as any Bonds
of the Tenth Series shall remain outstanding, the Company will not issue, sell
or otherwise dispose of any of its shares of capital stock to any Person other
than Allete.

      
         

               
Section 2.3.  The Company covenants that, so long as any of the
Bonds of the Sixth Series are outstanding, or so long as the Company is subject
to any covenant in any other debt instrument prohibiting it from owning
Subsidiaries, the Company shall not have any Subsidiaries.

              

          
            
               


            

            
              10

              
                

              

            

            
               


            

          



      

      
              
Section 2.4. The Company will not at any time permit any Subsidiary
to, directly or indirectly, create, incur, assume, guarantee, have outstanding,
or otherwise become or remain directly or indirectly liable with respect to, any
Debt other than:

      

       

      (a) Debt
of a Subsidiary owed to the Company;

       

      (b) Debt
of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary,
provided that
(i) such
Debt shall not have been incurred in contemplation of such Subsidiary becoming a
Subsidiary and (ii) immediately
after such Subsidiary becomes a Subsidiary no Default or Potential Default shall
exist, and provided,
further, that such Debt
may not be extended, renewed or refunded except as otherwise permitted by this
Agreement; and

       

      (c) Debt
of a Subsidiary in addition to that otherwise permitted by the foregoing
provisions of this Section 2.4, provided that on the date the
Subsidiary incurs or otherwise becomes liable with respect to any such
additional Debt and immediately after giving effect thereto and the concurrent
retirement of any other Debt,

       

      (i) no
Default or Potential Default exists, and

       

      (ii)
simultaneously with the incurrence thereof, the Company delivers a Net Earnings
Certificate showing, on the date of issuance of such Debt by such Subsidiary,
the Company’s Adjusted Net Earnings to be as required by Section 27 of the
Indenture to issue at least $1.00 of additional bonds under the
Indenture.

       

         Section 2.5. A
default by the Company in the observance of any covenant or agreement contained
in Sections 2.1 through 2.4, inclusive, of this Eleventh Supplemental
Indenture or the occurrence of an Event of Default (as defined herein) shall be
deemed to constitute an additional and independent Default under, and defined
in, Section 65 of the Mortgage.  None of the additional Defaults
provided for pursuant to this Section 2.5 are intended or shall be deemed
to limit any of the Defaults currently expressed in the Mortgage and none of the
Defaults currently expressed in the Mortgage are intended or shall be deemed to
limit any of the additional Defaults provided for pursuant to this
Section 2.5.

       

      
        ARTICLE
III

         

        MISCELLANEOUS
PROVISIONS

         

           Section 3.1.For
purposes of this Eleventh Supplemental Indenture, the following terms have the
following meanings indicated below:

         

        “Allete” shall mean ALLETE,
Inc., a Minnesota corporation, or any successor to Allete, Inc.

         

        “Bond Purchase Agreement”
shall mean the Bond Purchase Agreement dated as of December 15, 2008,
between the Company and the Purchaser.

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      “Business Day” shall mean any
day other than a Saturday, Sunday or a day on which commercial banks in Chicago,
Illinois, or Milwaukee, Wisconsin, are required or authorized to be
closed.

       

      “Capitalized Lease Obligation”
shall mean with respect to any Person any rental obligation which, under
generally accepted accounting principles, would be required to be capitalized on
the books of such Person, taken at the amount thereof accounted for as
indebtedness (net of interest expense) in accordance with such
principles.

       

      “Consolidated Net Worth”
shall mean the net worth of the Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP.

       

      “Debt” means, with respect to
any Person, without duplication,

       

          (a) its
liabilities for borrowed money;

       

          (b) its
liabilities for the deferred purchase price of property acquired by such Person
(excluding accounts payable arising in the ordinary course of business but
including, without limitation, all liabilities created or aris­    ing under any
conditional sale or other title retention agreement with respect to any such
property);

       

          (c) its
Capital Lease Obligations;

       

          (d) all
liabilities for borrowed money secured by any lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities); and

       

          (e) any
guaranty of such Person with respect to liabilities of a type described in any
of clauses (a) through (d) hereof.

       

      Debt of
any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP.

       

      
               
“Disposition” shall have the meaning set forth for such term in Section
2.1.

         

        “Event of Default” shall mean
any of the following events which shall occur and be continuing for any reason
whatsoever at any time when any of the Bonds of the Tenth Series shall be
outstanding (and whether such occurrence shall be voluntary or involuntary or
come about or be effected by operation of law or otherwise):

         

        (i) the
Company defaults in the payment of any principal or premium, if any, payable
with respect to any Bond of the Tenth Series when the same shall become due,
either by the terms thereof or otherwise as provided in the Mortgage, this
Eleventh Supplemental Indenture or the Bond Purchase Agreement;
or

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      
        
        

      

      (ii) the
Company defaults in the payment of any interest on any Bond of the Tenth Series
for more than 5 days after the due date; or

       

      (iii) the
Company defaults (whether as primary obligor or as guarantor or other surety) in
any payment of principal of or interest on any other obligation for money
borrowed (or any Capitalized Lease Obligation, any obligation under a
conditional sale or other title retention agreement, any obligation issued or
assumed as full or partial payment for property whether or not secured by a
purchase money mortgage or any obligation under notes payable or drafts accepted
representing extensions of credit) beyond any period of grace provided with
respect thereto and as a result, the aggregate principal amount of all such
defaulted obligations exceeds $100,000 or the Company fails to perform or
observe any other agreement, term or condition contained in any agreement under
which any such obligations are created (or if any other event thereunder or
under any such agreement shall occur and be continuing) and the effect of such
failure or other event is to cause, or to permit the holder or holders of such
obligations (or a trustee on behalf of such holder or holders) to cause, such
obligations in the aggregate principal amount in excess of $100,000 to become
due (or to be repurchased by the Company) prior to any stated maturity;
or

       

      (iv) any
representation or warranty made by the Company in this Eleventh Supplemental
Indenture or the Bond Purchase Agreement or by the Company or any of its
officers in any writing furnished in connection with or pursuant to this
Eleventh Supplemental Indenture or the Bond Purchase Agreement shall be false in
any material respect on the date as of which made; or

       

      (v) the
Company fails to perform or observe any agreement, term or condition contained
in the Mortgage, this Eleventh Supplemental Indenture or the Bond Purchase
Agreement; or

       

      (vi) the
Company makes an assignment for the benefit of creditors or is generally not
paying its debts as such debts become due; or

       

      (vii) any
decree or order for relief in respect of the Company is entered under any
bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of
debt, dissolution or liquidation or similar law, whether now or hereafter in
effect (herein called the Bankruptcy Law), of any jurisdiction; or

      
         

        (viii)
the Company petitions or applies to any tribunal for, or consents to, the
appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official of the Company or of any Substantial Part of the
assets of the Company or commences a voluntary case under the Bankruptcy Law of
the United States or any proceedings relating to the Company under the
Bankruptcy Law of any other jurisdiction; or

         

        (ix) any
such petition or application is filed, or any such proceedings are commenced,
against the Company, and the Company by any act indicates its approval thereof,
consent thereto or acquiescence therein, or an order, judgment or decree is
entered appointing any such trustee, receiver, custodian, liquidator or similar
official, or approving the petition in any such proceedings;
or

      

       

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      (x) any
order, judgment or decree is entered in any proceedings against the Company
decreeing the dissolution of the Company and such order, judgment or decree
remains unstayed and in effect for more than 60 days; or

       

      (xi) any
order, judgment or decree is entered in any proceedings against the Company
decreeing a split-up of the Company which requires the divestiture of assets
representing a Substantial Part of the assets of the Company or which requires
the divestiture of assets which shall have contributed a Substantial Part of the
net income of the Company for any of the three fiscal years then most recently
ended, and such order, judgment or decree remains unstayed and in effect for
more than 60 days; or

       

      (xii) a
final judgment in an amount in excess of $100,000 is rendered against the
Company and, within 60 days after entry thereof, such judgment is not discharged
or execution thereof stayed pending appeal, or within 60 days after the
expiration of any such stay, such judgment is not discharged; or

       

      (xiii)
Allete shall cease to own of record and beneficially 100% of the outstanding
shares of capital stock of the Company.

       

      “GAAP” means generally
accepted accounting principles as in effect from time to time in the United
States of America.

       

      “Make-Whole Amount” means,
with respect to any Bond of the Tenth Series, an amount equal to the excess, if
any, of the Discounted Value of the Remaining Scheduled Payments with respect to
the Called Principal of such Bond of the Tenth Series over the amount of such
Called Principal, provided that the Make-Whole
Amount may in no event be less than zero.  For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:

       

      “Called Principal” means,
with respect to any Bond of the Tenth Series, the principal of such Bond of the
Tenth Series that is to be prepaid or has become or is declared to be
immediately due and payable, as the context requires.

       

      “Discounted Value” means,
with respect to the Called Principal of any Bond of the Tenth Series, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the Settlement
Date with respect to such Called Principal, in accordance with accepted
financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Bond of the Tenth Series is payable) equal to
the Reinvestment Yield with respect to such Called Principal.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      “Reinvestment Yield” means,
with respect to the Called Principal of any Bond of the Tenth Series, the yield
to maturity implied by (i) the yields reported as of 10:00 a.m. (New York
City time) on the second Business Day preceding the Settlement Date with respect
to such Called Principal, on the display designated as “Page PX1” (or such other
display as may replace Page PX1) on Bloomberg Financial Markets for the most
recently issued actively traded on the run U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as of such
time are not ascertainable (including by way of interpolation), the Treasury
Constant Maturity Series Yields reported, for the latest day for which such
yields have been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (or any comparable successor publication) for U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement
Date.  

       

      In the
case of each determination under clause (i) or clause (ii), as the
case may be, of the preceding paragraph, such implied yield will be determined,
if necessary, by (a) converting U.S. Treasury bill quotations to bond
equivalent yields in accordance with accepted financial practice and
(b) interpolating linearly between (1) the applicable U.S. Treasury
security with the maturity closest to and greater than such Remaining Average
Life and (2) the applicable U.S. Treasury security with the maturity
closest to and less than such Remaining Average Life.  The
Reinvestment Yield shall be rounded to the number of decimal places as appears
in the interest rate of the applicable Bond of the Tenth Series.

       

      “Remaining Average Life”
means, with respect to any Called Principal, the number of years (calculated to
the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

       

      “Remaining Scheduled
Payments” means, with respect to the Called Principal of any Bond of the
Tenth Series, all payments of such Called Principal and interest thereon that
would be due after the Settlement Date with respect to such Called Principal if
no payment of such Called Principal were made prior to its scheduled due date,
provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Bond of the Tenth Series, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement
Date.

      
         

               
“Settlement Date” means, with respect to the Called Principal of any Bond
of the Tenth Series, the date on which such Called Principal is to be prepaid or
has become or is declared to be immediately due and payable, as the context
requires.

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      “Person” shall mean and
include an individual, a partnership, a joint venture, a corporation, a limited
liability company, a trust, an unincorporated organization and a government or
any department or agency thereof.

       

      “Proceeds of Released
Property” shall mean the aggregate of the cash deposited with or received
by the Corporate Trustee pursuant to the provisions of Section 59,
Section 60, Section 61 (except such cash as is to be paid over to the
Company under the provisions of Section 61), or Section 62 of the
Mortgage.

       

      “Purchaser” means Modern
Woodmen of America.

       

      “Subsidiary” means, as to any
Person, any other Person in which such first Person or one or more of its
Subsidiaries or such first Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such second Person, and
any partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such first Person or one or more of its Subsidiaries
or such first Person and one or more of its Subsidiaries (unless such
partnership or joint venture can and does ordinarily take major business actions
without the prior approval of such Person or one or more of its
Subsidiaries).  Unless the context otherwise clearly requires, any
reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.

       

      “Substantial Part” shall mean
when used with respect to assets or net income 15% or more of such assets or net
income, respectively.

       

              
Section 3.2. The terms defined in the Mortgage, as heretofore
supplemented, shall for all purposes of this Eleventh Supplemental Indenture
have the meanings specified in the Mortgage, as heretofore
supplemented.

       

      
                
Section 3.3. The Trustee hereby accepts the trust herein declared,
provided and created and agrees to perform the same upon the terms and
conditions herein and in the Mortgage, as heretofore supplemented, set forth and
upon the following terms and conditions.

         

               
Section 3.4. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Eleventh
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made by the Company solely.  In general,
each and every term and condition contained in Article XVII of the Mortgage
shall apply to and form part of this Eleventh Supplemental Indenture with the
same force and effect as if the same were herein set forth in full, with such
omissions, variations and insertions, if any, as may be appropriate to make the
same conform to the provisions of this Eleventh Supplemental
Indenture.

         

               
Section 3.5. Subject to the provisions of Article XVI and Article XVII of
the Mortgage, whenever in this Eleventh Supplemental Indenture any of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Eleventh Supplemental Indenture contained by or on behalf of the Company or
by or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties whether so expressed or
not.

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

            Section
3.6. Nothing in this Eleventh Supplemental Indenture, express or implied,
is intended, or shall be construed, to confer upon, or to give to, any person,
firm or corporation, other than the parties hereto and the holders of the bonds
Outstanding under the Mortgage, any right, remedy or claim under or by reason of
this Eleventh Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions, stipulations,
promises and agreements of this Eleventh Supplemental Indenture contained by or
on behalf of the Company shall be for the sole and exclusive benefit of the
parties hereto, and of the holders of the bonds and of the coupons Outstanding
under the Mortgage.

       

           Section
3.7. This Eleventh Supplemental Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, Superior Water, Light and Power Company has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by its President or one of its Vice Presidents, and its corporate seal to
be attested by its Secretary or one of its Assistant Secretaries for and in its
behalf, and U.S. Bank National Association has caused its corporate name to be
hereunto affixed, and this instrument to be signed by its President and to be
attested by its Secretary, all as of the 1st day of December, 2008.

      


      
        	
                 
      

              	
                SUPERIOR
      WATER, LIGHT AND POWER COMPANY

              


      

      


      


      
        	
                 
      

              	
                By:
      /s/ Chris E.
  Fleege

              


      

      
        	
                 
      

              	
                President

              


      

      


      ATTEST:

      


      


      /s/ Janet A.
Blake

      Secretary

      


      


      Executed,
sealed and delivered by

      Superior
Water, Light and Power

      Company
in the presence of:

      


      


      /s/ William S.
Bombich

      


      


      /s/ Nancy A.
Venne

      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                U.S.
      BANK NATIONAL ASSOCIATION, as
Trustee

              


      

      


      


      
        	
                 
      

              	
                By:
      /s/ Richard
  Prokosch

              


      

      
        	
                 
      

              	
                Vice
      President

              


      

      


      ATTEST:

       

       

      /s/ Raymond Haverstock

                                                                                                                                  Vice
President

      
 

      


      


      


      Executed
and delivered by U.S. Bank National

      Association
in the presence of:

       

      /s/ Diane
Johnson

       

      /s/ Joshua Hahn

       

      


      



      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      


      STATE OF
WISCONSIN    )

      ) SS.

      COUNTY OF
DOUGLAS    )

       

      Personally
came before me this 1stday of December 2008 , Christopher E. Fleege, to me
known to be the President, and Janet A. Black, to me known to be
the Secretary, of the above-named SUPERIOR WATER, LIGHT AND POWER COMPANY,
the corporation described in and which executed the foregoing instrument, and to
me personally known to be the persons who as such officers executed the
foregoing instrument in the name and behalf of said corporation, who, being by
me duly sworn, did depose and say and acknowledge that they are respectively
the President and Secretary of said corporation, that the seal affixed
to said instrument is the corporate seal of said corporation, and that they
signed, sealed and delivered said instrument in the name and on behalf of said
corporation by authority of its Board of Directors, and said President and
Secretary, then and there acknowledged said instrument to be the free act and
deed of said corporation and that such corporation executed the
same.

       

      Given
under my hand and notarial seal this 1st day of December, 2008.

      


      


      


      
        	
                 
      

              	 /s/
      Nancy
      A. Venne


      

      Notary
Public, State of Wisconsin

      My
Commission expires July 1, 2012

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      STATE OF
MINNESOTA         
)

      )
SS.

      COUNTY OF
RAMSEY        )

      


      Personally
came before me this 3rd day of December, 2008, Richard Prokosch, to me
known to be the Vice President and Raymond Haverstock, to me known to be the
Vice President of the above-named U.S. BANK NATIONAL ASSOCIATION, the
corporation described in and which executed the foregoing instrument, and to me
personally known to be the persons who as such officers executed the foregoing
instrument in the name and behalf of said corporation, who, being by me duly
sworn, did depose and say and acknowledge that they are respectively
the Vice President and Vice President of said corporation, and that
they signed and delivered said instrument in the name and on behalf of said
corporation by authority of its Board of Directors, and said Vice President and
Vice President then and there acknowledged said instrument to be the free act
and deed of said corporation and that such corporation executed the
same.

      


      Given
under my hand and notarial seal this 3rd day of December, 2008.

      


      


      
        	
                 
      

              	 /s/
      Denise R. Landeen


      

      
        	
                 
      

              	
                 Notary
      Public, State of Minnesota

              


      

      
        	
                 
      

              	
                 My
      Commission expires January 31, 2012

              


      

      


      



      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      EXHIBIT
A

      


      


      [FORM
OF BOND OF THE TENTH SERIES]

      


      SUPERIOR
WATER, LIGHT AND POWER COMPANY

      FIRST
MORTGAGE BOND

      


      7.25%
Series due December 15, 2013

      


      No.
R-                                                                                                                                $___

      


      SUPERIOR
WATER, LIGHT AND POWER COMPANY, a corporation of the State of Wisconsin
(hereinafter called the "Company"), for value
received, hereby promises to pay to ____________________________,
or registered assigns, on December 15, 2013, ___________ DOLLARS ($) in
such coin or currency of the United States of America as at the time of payment
is legal tender for public and private debts, and to pay to the registered owner
hereof interest thereon in like coin or currency (computed on the basis of a
360-day year of twelve 30-day months) at the rate of seven and twenty-five
hundredths percent (7.25%) per annum semiannually on June 15 and
December 15 of each year commencing June 15, 2009 until the principal
thereof shall have become due and payable and at the rate of 9.25% per annum on
any overdue payment of principal or premium, if any, and, to the extent
enforceable under applicable law, on any overdue payment of interest. The
principal hereof (and premium, if any) and interest hereon shall be paid at the
office or agency of the Company in the City of St. Paul, Minnesota, or the
office of the Company in Superior, Wisconsin or as shall be otherwise agreed to
pursuant to the provisions of the Eleventh Supplemental Indenture hereinafter
referred to.

       

      This bond
is one of an issue of bonds of the Company issuable in series and is one of a
series designated the First Mortgage Bonds, 7.25% Series due December 15,
2013 (the "Bonds of the Tenth
Series") created by the Eleventh Supplemental Indenture dated as of
December 15, 2008 executed by the Company to U.S. Bank National Association
(successor Trustee to Chemical Bank and Peter Morse), as Trustee, all bonds of
all series being issued and to be issued under and equally secured by a Mortgage
and Deed of Trust (herein, together with any indentures supplemental thereto,
called the "Mortgage"),
dated as of March 1, 1943, executed by the Company to Chemical Bank & Trust
Company and Howard B. Smith, as Trustees (U.S. Bank National Association,
successor Trustee).  Reference is made to the Mortgage for a
description of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee and terms and conditions upon
which the bonds are and are to be secured and the circumstances under which
additional bonds may be issued.

       

      With the
consent of the Company and to the extent permitted by and as provided in the
Mortgage, the rights and obligations of the Company and/or the rights of the
holders of the bonds and/or coupons and/or the terms and provisions of the
Mortgage may be modified or altered by affirmative vote of the holders of at
least seventy per centum (70%) in principal amount of the bonds then outstanding
under the Mortgage and, if the rights of the holders of one or more,
but


      
        
          A-1 


        

        
           


          
            

          

        

        
           


        

      


      less than
all, series of bonds then outstanding are to be affected, then also by
affirmative vote of the holders of at least seventy per centum (70%) in
principal amount of the bonds then outstanding of each series of bonds so to be
affected (excluding in any case bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided that, without
the consent of the holder hereof, no such modification or alteration shall,
among other things, impair or affect the right of the holder to receive payment
of the principal of (and premium, if any) and interest on this bond, on or after
the respective due dates and at the places and in the respective amounts
expressed herein, or permit the creation of any lien equal or prior to the lien
of the Mortgage or deprive the holder of the benefit of a lien on the mortgaged
and pledged property, or give any bond or bonds secured by the Mortgage any
preference over any other bond or bonds so secured, or reduce the percentage in
principal amount of the bonds required to authorize or consent to any such
modification or alteration of the Mortgage.

       

      The Bonds
of the Tenth Series may be redeemed prior to maturity, in whole at any time or
in part (in multiples of $500,000) from time to time, at the option of the
Company, or by the application (either at the option of the Company or pursuant
to the requirements of the Mortgage) of cash delivered to or deposited with the
Trustee pursuant to the provisions of Section 39, Section 55, Section 61,
Section 64 or Section 118 of the Mortgage or with the Proceeds of Released
Property (as defined in said Eleventh Supplemental Indenture), in any such case
at 100% of the principal amount to be so redeemed, plus accrued interest thereon
to the redemption date together with a premium equal to the Make-Whole Amount
(as defined in said Eleventh Supplemental Indenture), if any, with respect to
the Bonds of the Tenth Series, being redeemed.

       

      Notice of
any redemption of the Bonds of the Tenth Series shall be given by mail at least
30 days prior to the redemption date, all as more fully provided in said
Eleventh Supplemental Indenture and the Mortgage.  Notice of
redemption having been duly given, the Bonds of the Tenth Series called for
redemption shall become due and payable upon the redemption date, and if the
redemption price shall have been deposited with the Trustee, interest thereon
shall cease to accrue on and after the redemption date (unless such bonds shall
have been properly presented for payment on, or within one year after, the
redemption date and shall not have been paid) and on the redemption date or
whenever thereafter the redemption price thereof shall have been deposited with
the Trustee such bonds shall no longer be entitled to the lien of the
Mortgage.

       

      The
principal hereof may be declared or may become due prior to the maturity date
hereinbefore named on the conditions, in the manner and at the time set forth in
the Mortgage, upon the occurrence of a default as in the Mortgage
provided.

       

      This bond
is transferable as prescribed in the Mortgage by the registered owner hereof in
person, or by its duly authorized attorney, at the office or agency of the
Company in the City of St. Paul, Minnesota or the office of the Company in
Superior, Wisconsin upon surrender hereof for cancellation, together with a
written instrument of transfer in form approved by the Company duly executed by
the registered owner hereof or by its duly authorized attorney, and thereupon a
new fully registered bond or bonds of the same series for a like principal
amount will be issued to the transferee in exchange herefor as provided in the
Mortgage. This bond may, at the option


      
        
          
            A-2

          

           


        

        
           


          
            

          

        

        
           


        

      


      of the
registered owner hereof and upon surrender hereof for cancellation at such
office or agency, be exchanged as prescribed in the Mortgage for other
registered bonds of the same series of other authorized denominations having a
like aggregate principal amount.  No charge will be made by the
Company for any transfer or exchange of this bond or, in case this bond shall be
lost, destroyed or mutilated, the issuance, authentication and delivery of a new
bond in substitution hereof. The Company and the Trustee may deem and treat the
person in whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment and for all other purposes and neither the
Company nor the Trustee shall be affected by any notice to the
contrary.

       

      As
provided in the Mortgage, the Company shall not be required to make transfers or
exchanges of bonds of any series for a period of ten (10) days next preceding
any interest payment date for bonds of said series, or next preceding any
designation of bonds of said series to be redeemed, and the Company shall not be
required to make transfers or exchanges of any bonds designated in whole or in
part for redemption.

       

      No
recourse shall be had for the payment of the principal of or interest on this
bond against any incorporator or any past, present or future subscriber to the
capital stock, stockholder, officer, or director of the Company or of any
predecessor or successor corporation, as such, either directly or through the
Company or any predecessor of successor corporation, under any rule of law,
statute, or constitution or by the enforcement of any assessment or otherwise,
all such liability of incorporators, subscribers, stockholders, officers, and
directors being released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.

       

      This bond
shall not become obligatory until U.S. Bank National Association, the Trustee
under the Mortgage, or its successor thereunder, shall have signed the form of
authentication certificate endorsed hereon.


      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      IN
WITNESS WHEREOF, SUPERIOR WATER, LIGHT AND POWER COMPANY has caused this bond to
be signed in its corporate name by its President or one of its Vice-Presidents
and its Treasurer and its corporate seal to be impressed or imprinted hereon and
attested by its Secretary or one of its Assistant Secretaries on,
20____.

      


      
        	
                 
      

              	
                SUPERIOR
      WATER, LIGHT AND POWER

              


      

      
        	
                 
      

              	
                COMPANY

              


      

      


      


      
        	
                 
      

              	
                By                    

              


      

      
        	
                 
      

              	
                Christopher E.
      Fleege

              


      

      
        	
                 
      

              	
                President

              


      

      


      


      
        	
                 
      

              	
                By                    

              


      

      
        	
                 
      

              	
                William
      S. Bombich

              


      

      
        	
                 
      

              	
                Treasurer

              


      

      


      ATTEST:

      


      ___________________________

      Janet A. Blake

      Secretary

      


      


      


      



      
        
          
            A-4

          

           


        

        
           


          
            

          

        

        
           


        

      


      [FORM
OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

      


      This bond
is one of the bonds, of the series herein designated, described or provided for
in the within-mentioned Mortgage.

      


      


      
        	
                 
      

              	
                U.S.
      BANK NATIONAL ASSOCIATION,

              


      

      
        	
                 
      

              	
                as
      Trustee

              


      

      


      
        	
                 
      

              	
                By                        

              


      

      
        	
                 
      

              	
                Authorized
      Officer

              


      


      
        
           


            A-5

          

        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      ASSIGNMENT
AND IRREVOCABLE BOND POWER

      FOR

      SUPERIOR
WATER, LIGHT AND POWER COMPANY

      FIRST
MORTGAGE BOND

      _______%
SERIES DUE ______________

       

      FOR VALUE
RECEIVED, ___________________________________ do___ hereby sell, assign and
transfer unto _________________________ one First Mortgage Bond, ____% Series
due ________________ of Superior Water, Light and Power Company (the “Company”)
for __________________________ dollars ($____________), No. ________, standing
in __________________ name __________ on the books of the Company and do___
hereby irrevocably constitute and appoint __________________________________
attorney to transfer the said bond on the books of the Company, with full power
of substitution in the premises.

       

      IN
WITNESS WHEREOF, _________________________ ha___ hereunto set ____ hand
___________ [and seal ___________] at ________________________________ this ____
day of ___________________, 20_____.

      


      


      ____________________________________________________________           [SEAL]

      


      


      ____________________________________________________________           [SEAL]

      


      


      STATE OF
________________)

      )  SS.

      COUNTY OF
______________)

       

      I,
_____________________________, a notary public in and for said County, in the
State aforesaid, do hereby certify, that ____________________________________________________

      ______________________________________________________________________________

      who _____
personally known to me to be the same person__ whose name__ _____ subscribed to
the foregoing instrument, appeared before me this day in person and acknowledged
that ___________________________ signed, sealed and delivered the said
instrument as _______ free and voluntary act for the use and purposes therein
set forth.

       

      Given
under my hand and official seal this ____ day of _______________,
20_____.

      


      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                 Notary
      Public                    

              


      

                                     My Commission Expires
_______________    

       

      
 

      
        
          
            -1-