exhibit_4a4.htm


    Exhibit
4(a)4


      
        ALLETE 2008 Form
10-K


      

      


        
          


        

         

        ALLETE,
Inc.

        (formerly
Minnesota Power & Light Company

        and
formerly Minnesota Power, Inc.)

        TO

        THE
BANK OF NEW YORK MELLON

        (formerly
The Bank of New York)

        (formerly
Irving Trust Company)

        AND

        DOUGLAS
J. MacINNES

        (successor
to Richard H. West, J. A. Austin,

        E.
J. McCabe, D. W. May, J. A. Vaughan and W. T. Cunningham)

         

        As
Trustees under ALLETE, Inc.’s Mortgage and Deed of Trust dated as of September
1, 1945

         

        
          


           

          


        

        Thirtieth
Supplemental Indenture

        Providing,
among other things, for

        First
Mortgage Bonds, 8.17% Series due January 15, 2019

        (Thirty-seventh
Series)

        


         

        Dated
as of January 1,
2009

         

        
          


           

          


        


        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


          

        


        THIRTIETH
SUPPLEMENTAL INDENTURE

         

        THIS INDENTURE, dated as of
January 1, 2009, by and between ALLETE, Inc. (formerly Minnesota Power &
Light Company and formerly Minnesota Power, Inc.), a corporation of the State of
Minnesota, whose post office address is 30 West Superior Street, Duluth,
Minnesota 55802 (hereinafter sometimes called the “Company”), and THE BANK OF
NEW YORK MELLON (formerly The Bank of New York (formerly Irving Trust Company)),
a corporation of the State of New York, whose post office address is 101 Barclay
Street, New York, New York 10286 (hereinafter sometimes called the “Corporate
Trustee”), and DOUGLAS J. MACINNES (successor to Richard H. West, J. A. Austin,
E. J. McCabe, D. W. May, J. A. Vaughan and W. T. Cunningham), whose post office
address is 1784 W. McGalliard Avenue, Hamilton, New Jersey 08610 (said Douglas
J. MacInnes being hereinafter sometimes called the “Co-Trustee” and the
Corporate Trustee and the Co-Trustee being hereinafter together sometimes called
the “Trustees”), as Trustees under the Mortgage and Deed of Trust, dated as
of September 1, 1945, between the Company and Irving Trust Company and Richard
H. West (Douglas J. MacInnes, successor Co-Trustee), as Trustees, securing bonds
issued and to be issued as provided therein (hereinafter sometimes called the
“Mortgage”), reference to which Mortgage is hereby made, this indenture
(hereinafter sometimes called the “Thirtieth Supplemental Indenture”) being
supplemental thereto:

         

        WHEREAS,
the Mortgage was filed and recorded in various official records in the State of
Minnesota; and

         

        WHEREAS,
an instrument, dated as of October 16, 1957, was executed and delivered under
which J. A. Austin succeeded Richard H. West as Co-Trustee under the Mortgage,
and such instrument was filed and recorded in various official records in the
State of Minnesota; and

         

        WHEREAS,
an instrument, dated as of April 4, 1967, was executed and delivered under which
E. J. McCabe in turn succeeded J. A. Austin as Co-Trustee under the Mortgage,
and such instrument was filed and recorded in various official records in the
State of Minnesota; and

         

        WHEREAS,
under the Sixth Supplemental Indenture, dated as of August 1, 1975, to which
reference is hereinafter made, D. W. May in turn succeeded E. J. McCabe as
Co-Trustee under the Mortgage; and

         

        WHEREAS,
an instrument, dated as of June 25, 1984, was executed and delivered under which
J. A. Vaughan in turn succeeded D. W. May as Co-Trustee under the Mortgage, and
such instrument was filed and recorded in various official records in the State
of Minnesota; and

         

        WHEREAS,
an instrument, dated as of July 27, 1988, was executed and delivered under which
W. T. Cunningham in turn succeeded J. A. Vaughan as Co-Trustee under the
Mortgage, and such instrument was filed and recorded in various official records
in the State of Minnesota; and

         

        WHEREAS,
on May 12, 1998, the Company filed Amended and Restated Articles of
Incorporation with the Secretary of State of the State of Minnesota changing its
name from Minnesota Power & Light Company to Minnesota Power, Inc. effective
May 27, 1998; and

         

        WHEREAS,
an instrument, dated as of April 15, 1999, was executed and delivered under
which Douglas J. MacInnes in turn succeeded W. T. Cunningham as Co-Trustee under
the Mortgage, and such instrument was filed and recorded in various official
records in the State of Minnesota; and

         

        WHEREAS,
on May 8, 2001, the Company filed Amended and Restated Articles of Incorporation
with the Secretary of State of the State of Minnesota changing its name from
Minnesota Power, Inc. to ALLETE, Inc.; and

         

        WHEREAS,
by the Mortgage the Company covenanted, among other things, 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 effectually the purposes of the Mortgage and to make subject to the
lien of the Mortgage any property thereafter acquired and intended to be subject
to the lien thereof; and

         

        WHEREAS,
for said purposes, among others, the Company executed and delivered the
following indentures supplemental to the Mortgage:

         

        
          
            
              	
                      Designation

                    	
                      Dated as of

                    
	
                      First
      Supplemental Indenture

                    	
                      March
      1, 1949

                    
	
                      Second
      Supplemental Indenture

                    	
                      July
      1, 1951

                    
	
                      Third
      Supplemental Indenture

                    	
                      March
      1, 1957

                    
	
                      Fourth
      Supplemental Indenture

                    	
                      January
      1, 1968

                    
	
                      Fifth
      Supplemental Indenture

                    	
                      April
      1, 1971

                    
	
                      Sixth
      Supplemental Indenture

                    	
                      August
      1, 1975

                    
	
                      Seventh
      Supplemental Indenture

                    	
                      September
      1, 1976

                    
	
                      Eighth
      Supplemental Indenture

                    	
                      September
      1, 1977

                    
	
                      Ninth
      Supplemental Indenture

                    	
                      April
      1, 1978

                    
	
                      Tenth
      Supplemental Indenture

                    	
                      August
      1, 1978

                    
	
                      Eleventh
      Supplemental Indenture

                    	
                      December
      1, 1982

                    
	
                      Twelfth
      Supplemental Indenture

                    	
                      April
      1, 1987

                    
	
                      Thirteenth
      Supplemental Indenture

                    	
                      March
      1, 1992

                    
	
                      Fourteenth
      Supplemental Indenture

                    	
                      June
      1, 1992

                    
	
                      Fifteenth
      Supplemental Indenture

                    	
                      July
      1, 1992

                    
	
                      Sixteenth
      Supplemental Indenture

                    	
                      July
      1, 1992

                    
	
                      Seventeenth
      Supplemental Indenture

                    	
                      February
      1, 1993

                    
	
                      Eighteenth
      Supplemental Indenture

                    	
                      July
      1, 1993

                    
	
                      Nineteenth
      Supplemental Indenture

                    	
                      February
      1, 1997

                    
	
                      Twentieth
      Supplemental Indenture

                    	
                      November
      1, 1997

                    
	
                      Twenty-first
      Supplemental Indenture

                    	
                      October
      1, 2000

                    
	
                      Twenty-second
      Supplemental Indenture

                    	
                      July
      1, 2003

                    
	
                      Twenty-third
      Supplemental Indenture

                    	
                      August
      1, 2004

                    
	
                      Twenty-fourth
      Supplemental Indenture

                    	
                      March
      1, 2005

                    
	
                      Twenty-fifth
      Supplemental Indenture

                    	
                      December
      1, 2005

                    
	
                      Twenty-sixth
      Supplemental Indenture

                    	
                      October
      1, 2006

                    
	
                      Twenty-seventh
      Supplemental Indenture

                    	
                      February
      1, 2008

                    
	
                      Twenty-eighth
      Supplemental Indenture

                    	
                      May
      1, 2008

                    
	
                      Twenty-ninth
      Supplemental Indenture

                    	
                      November
      1, 2008

                    


            

          

        

        which
supplemental indentures were filed and recorded in various official records in
the State of Minnesota; and

         

        WHEREAS,
the Company has heretofore issued, in accordance with the provisions of the
Mortgage, as heretofore supplemented, the following series of First Mortgage
Bonds:

         

        
          
            
              	
                      Series

                    	
                      Principal

                      Amount

                        Issued  

                    	
                      Principal

                      Amount

                      Outstanding

                    
	
                      3-1/8%
      Series due 1975

                    	
                      $26,000,000

                    	
                      None

                    
	
                      3-1/8%
      Series due 1979

                    	
                      4,000,000

                    	
                      None

                    
	
                      3-5/8%
      Series due 1981

                    	
                      10,000,000

                    	
                      None

                    
	
                      4-3/4%
      Series due 1987

                    	
                      12,000,000

                    	
                      None

                    
	
                      6-1/2%
      Series due 1998

                    	
                      18,000,000

                    	
                      None

                    
	
                      8-1/8%
      Series due 2001

                    	
                      23,000,000

                    	
                      None

                    
	
                      10-1/2%
      Series due 2005

                    	
                      35,000,000

                    	
                      None

                    
	
                      8.70%
      Series due 2006

                    	
                      35,000,000

                    	
                      None

                    
	
                      8.35%
      Series due 2007

                    	
                      50,000,000

                    	
                      None

                    
	
                      9-1/4%
      Series due 2008

                    	
                      50,000,000

                    	
                      None

                    
	
                      Pollution
      Control Series A

                    	
                      111,000,000

                    	
                      None

                    
	
                      Industrial
      Development Series A

                    	
                      2,500,000

                    	
                      None

                    
	
                      Industrial
      Development Series B

                    	
                      1,800,000

                    	
                      None

                    
	
                      Industrial
      Development Series C

                    	
                      1,150,000

                    	
                      None

                    
	
                      Pollution
      Control Series B

                    	
                      13,500,000

                    	
                      None

                    
	
                      Pollution
      Control Series C

                    	
                      2,000,000

                    	
                      None

                    
	
                      Pollution
      Control Series D

                    	
                      3,600,000

                    	
                      None

                    
	
                      7-3/4%
      Series due 1994

                    	
                      55,000,000

                    	
                      None

                    
	
                      7-3/8%
      Series due March 1, 1997

                    	
                      60,000,000

                    	
                      None

                    
	
                      7-3/4%
      Series due June 1, 2007

                    	
                      55,000,000

                    	
                      None

                    
	
                      7-1/2%
      Series due August 1, 2007

                    	
                      35,000,000

                    	
                      None

                    
	
                      Pollution
      Control Series E

                    	
                      111,000,000

                    	
                      None

                    
	
                      7%
      Series due March 1, 2008

                    	
                      50,000,000

                    	
                      None

                    
	
                      6-1/4%
      Series due July 1, 2003

                    	
                      25,000,000

                    	
                      None

                    
	
                      7%
      Series due February 15, 2007

                    	
                      60,000,000

                    	
                      None

                    
	
                      6.68%
      Series due November 15, 2007

                    	
                      20,000,000

                    	
                      None

                    
	
                      Floating
      Rate Series due October 20, 2003

                    	
                      250,000,000

                    	
                      None

                    
	
                      Collateral
      Series A

                    	
                      255,000,000

                    	
                      None

                    
	
                      Pollution
      Control Series F

                    	
                      111,000,000

                    	
                      111,000,000

                    
	
                      5.28%
      Series due August 1, 2020

                    	
                      35,000,000

                    	
                       35,000,000

                    
	
                      5.69%
      Series due March 1, 2036

                    	
                      50,000,000

                    	
                       50,000,000

                    
	
                      5.99%
      Series due February 1, 2027

                    	
                      60,000,000

                    	
                       60,000,000

                    
	
                      4.86%
      Series due April 1, 2013

                    	
                      60,000,000

                    	
                       60,000,000

                    
	
                      6.02%
      Series due May 1, 2023

                    	
                      75,000,000

                    	
                      75,000,000

                    
	
                      6.94%
      Series due January 15, 2014

                    	
                      18,000,000

                    	
                      18,000,000

                    
	
                      7.70%
      Series due January 15, 2016

                    	
                      20,000,000

                    	
                      20,000,000

                    


            

          

        

         

        which
bonds are also hereinafter sometimes called bonds of the First through
Thirty-sixth Series, respectively; and

         

        WHEREAS,
Section 8 of the Mortgage provides that the form of each series of bonds (other
than the First Series) issued thereunder and of coupons to be attached to coupon
bonds of such series 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 expressing or referring to the
terms and conditions upon which such bonds are to be issued and/or secured under
the Mortgage; and

         

        WHEREAS,
Section 120 of the Mortgage provides, among other things, that any power,
privilege or right expressly or impliedly reserved to or in any way conferred
upon the Company by any provision of the Mortgage, whether such power, privilege
or right is in any way restricted or is unrestricted, may (to the extent
permitted by law) be in whole or in part waived or surrendered or subjected to
any restriction if at the time unrestricted or to additional restriction if
already restricted, and 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 cure any ambiguity contained therein, or
in any supplemental indenture, or may establish the terms and provisions of any
series of bonds (other than said 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 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 (pursuant to the
provisions of Section 120 of the Mortgage) to add to its covenants and
agreements contained in the Mortgage, as heretofore supplemented, certain other
covenants and agreements to be observed by it and to alter and amend in certain
respects the covenants and provisions contained in the Mortgage, as heretofore
supplemented; and

         

        WHEREAS,
the execution and delivery by the Company of this Thirtieth Supplemental
Indenture, and the terms of the bonds of the Thirty-seventh 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 the
Company, in consideration of the premises and of One Dollar to it duly paid by
the Trustees at or before the ensealing and delivery of these presents, the
receipt whereof is hereby acknowledged, and in further evidence of assurance of
the estate, title and rights of the Trustees and in order further to secure the
payment of both the principal of and interest and premium, if any, on the bonds
from time to time issued under the Mortgage, as heretofore supplemented,
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) unto THE BANK OF
NEW YORK MELLON and DOUGLAS J. MACINNES, as Trustees under the Mortgage, and to
their successor or successors in said trust, and to said Trustees and their
successors and assigns forever, all property, real, personal and mixed, of the
kind or nature specifically mentioned in the Mortgage, as heretofore
supplemented, or of any other kind or nature acquired by the Company after the
date of the execution and delivery of the Mortgage, as heretofore supplemented
(except any herein or in the Mortgage, as heretofore supplemented, expressly
excepted), now owned or, subject to the provisions of subsection (I) of Section
87 of the Mortgage, hereafter acquired by the Company (by purchase,
consolidation, merger, donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or impairing by the
enumeration of the same the scope and intent of the foregoing or of any general
description contained in this Thirtieth Supplemental Indenture) all lands, power
sites, flowage rights, water rights, 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 for the generation
of electricity by steam, water 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 works, water systems, steam heat and hot water plants,
substations, lines, service and supply systems, bridges, culverts, tracks, ice
or refrigeration plants and equipment, offices, buildings and other structures
and the equipment thereof; all machinery, engines, boilers, dynamos, electric,
gas and other machines, regulators, meters, transformers, generators, motors,
electrical, gas and mechanical appliances, conduits, cables, water, steam heat,
gas or other pipes, gas mains and pipes, service pipes, fittings, valves and
connections, pole and transmission lines, wires, cables, tools, implements,
apparatus, furniture and chattels; all municipal and other franchises, consents
or permits; all lines for the transmission and distribution of electric current,
gas, steam heat or 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.

         

        TOGETHER
WITH all and singular the tenements, hereditaments, prescriptions, servitudes
and appurtenances belonging or in anywise 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, subject to the provisions of subsection (I)
of Section 87 of the Mortgage, all the property, rights, and franchises acquired
by the Company (by purchase, consolidation, merger, donation, construction,
erection or in any other way) 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 by the Mortgage and as fully embraced
within the lien hereof and the lien of the Mortgage as if such property, rights
and franchises were now owned by the Company and were specifically described
herein or in the Mortgage and conveyed hereby or thereby.

         

        PROVIDED
that the following are not and are not intended to be now or hereafter granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
hypothecated, affected, pledged, set over or confirmed hereunder and are hereby
expressly excepted from the lien and operation of this Thirtieth Supplemental
Indenture and from the lien and operation of the Mortgage,
namely:  (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, apparatus, materials or supplies held for the purpose of sale or
other disposition in the usual course of business; fuel, oil and similar
materials and supplies consumable in the operation of any of the properties of
the Company; all aircraft, rolling stock, trolley coaches, buses, motor coaches,
automobiles and other vehicles and materials and supplies held for the purpose
of repairing or replacing (in whole or part) any of the same; all timber,
minerals, mineral rights and royalties; (3) bills, notes and accounts
receivable, judgments, demands and choses in action, and all contracts, leases
and operating agreements not specifically pledged under the Mortgage or
covenanted so to be; the Company’s contractual rights or other interest in or
with respect to tires not owned by the Company; (4) the last day of the term of
any lease or leasehold which may hereafter become subject to the lien of the
Mortgage; (5) electric energy, gas, steam, ice, and other materials or products
generated, manufactured, produced or purchased by the Company for sale,
distribution or use in the ordinary course of its business; and (6) the
Company’s franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this Thirtieth
Supplemental Indenture and 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 either or both of the
Trustees 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
thereof.

         

        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 the Trustees
and their 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 supplemented, this Thirtieth 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 Trustees and
the beneficiaries of the trust with respect to said property, and to the
Trustees and their successors in the trust 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 said Trustees by the Mortgage as a part of the property therein
stated to be conveyed.

         

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

         

        ARTICLE
I

        Thirty-seventh
Series of Bonds

         

        SECTION
1.  There shall be a series of bonds designated “8.17% Series due
January 15, 2019” (herein sometimes referred to as the “Thirty-seventh Series”),
each of which shall also bear the descriptive title “First Mortgage Bond”, and
the form thereof, which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with respect to the
matters hereinafter in this Section specified.  Bonds of the
Thirty-seventh Series shall be dated as in Section 10 of the Mortgage provided,
mature on January 15, 2019, be issued as fully registered bonds in denominations
of One Thousand Dollars and, at the option of the Company, in any multiple or
multiples of One Thousand Dollars (the exercise of such option to be evidenced
by the execution and delivery thereof) and bear interest from January 15, 2009
(computed on the basis of a 360-day year of twelve thirty-day months) at the
rate of 8.17% per annum, payable semi-annually on January 15 and July 15 of each
year, commencing July 15, 2009, the principal of and interest on each said bond
to be payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, 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.

         

        (I)            Optional
Prepayment.  The Company may, at its option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
bonds of the Thirty-seventh Series at 100% of the principal amount so prepaid,
and the Make-Whole Amount determined for the Settlement Date specified by the
Company in such notice with respect to such principal amount.  The
Company will give each registered owner of Bonds of the Thirty-seventh Series
written notice (by first class mail or such other method as may be agreed upon
by the Company and such registered owner) of each optional prepayment under this
subsection (I) mailed or otherwise given not less than 30 days and not more than
60 days prior to the date fixed for such prepayment, to each such registered
owner at his, her or its last address appearing on the registry
books.  Each such notice shall specify the Settlement Date (which
shall be a Business Day), the aggregate principal amount of the bonds of the
Thirty-seventh Series to be prepaid on such date, the principal amount of each
bond held by such registered owner to be prepaid (determined in accordance with
subsection (II) of this section), and the interest to be paid on the Settlement
Date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate signed by a Senior Financial Officer as to the
estimated Make-Whole Amount due in connection with such prepayment (calculated
as if the date of such notice were the date of the prepayment), setting forth
the details of such computation.  Two Business Days prior to such
Settlement Date, the Company shall send to each registered owner of bonds of the
Thirty-seventh Series (by first class mail or by such other method as may be
agreed upon by the Company and such registered owner) a certificate signed by a
Senior Financial Officer specifying the calculation of such Make-Whole Amount as
of the specified Settlement Date.  As promptly as practicable after
the giving of the notice and the sending of the certificates provided in this
subsection, the Company shall provide a copy of each to the Corporate
Trustee.  The Trustees shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in relying
upon the information set forth in any such notice or certificate.  The
bonds of the Thirty-seventh Series are not otherwise subject to voluntary or
optional prepayment.

         

         (II)           Allocation of Partial
Prepayments.  In the case of
each partial prepayment of the bonds of the Thirty-seventh Series, the principal
amount of the Bonds of the Thirty-seventh Series to be prepaid shall be
allocated by the Company among all of the Bonds of the Thirty-seventh Series at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for
prepayment.

         

         (III)           Maturity; Surrender,
Etc.  In the case of each notice of prepayment of bonds of the
Thirty-seventh Series pursuant to this section, if cash sufficient to pay the
principal amount to be prepaid on the Settlement Date (which shall be a Business
Day), together with interest on such principal amount accrued to such date and
the applicable Make-Whole Amount, if any, is not paid as agreed upon by the
Company and each registered owner of the affected bonds, or, to the extent that
there is no such agreement entered into with one or more such owners, deposited
with the Corporate Trustee on or before the Settlement Date, then such notice of
prepayment shall be of no effect.  If such cash is so paid or
deposited, such principal amount of the bonds of the Thirty-seventh Series shall
be deemed paid for all purposes and interest on such principal amount shall
cease to accrue.  In case the Company pays any registered owner
pursuant to an agreement with that registered owner, the Company shall notify
the Corporate Trustee as promptly as practicable of such agreement and payment,
and shall furnish the Corporate Trustee with a copy of such agreement; in case
the Company deposits any cash with the Corporate Trustee, the Company shall
provide therewith a list of the registered owners and the amount of such cash
each registered owner is to receive.  The Trustees shall be under no
duty to inquire into, may conclusively presume the correctness of, and shall be
fully protected in relying upon the information set forth in any such notice,
list or agreement, and shall not be chargeable with knowledge of any of the
contents of any such agreement.  Any bond prepaid in full shall be
surrendered to the Company or the Corporate Trustee for cancellation on or
before the Settlement Date or, with respect to cash deposited with the Corporate
Trustee, before payment of such cash by the Corporate Trustee; any bond prepaid
in part shall be surrendered to the Company or the Corporate Trustee on or
before the Settlement Date (unless otherwise agreed between the Company and the
registered owner) or, with respect to cash deposited with the Corporate Trustee
before payment of such cash by the Corporate Trustee, for a substitute bond in
the principal amount remaining unpaid.

         

         (IV)           Make-Whole Amount.

         

        “Make-Whole
Amount” means, with respect to any bond of the Thirty-seventh 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 Thirty-seventh
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:

         

        “Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks in New York City are required or authorized to be closed.

         

        “Called
Principal” means, with respect to any bond of the Thirty-seventh Series, the
principal of such bond that is to be prepaid pursuant to subsection (I) of this
section.

         

        “Discounted
Value” means, with respect to the Called Principal of any bond of the
Thirty-seventh 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
bonds of the Thirty-seventh Series is payable) equal to the Reinvestment Yield
with respect to such Called Principal.

         

        “Reinvestment
Yield” means, with respect to the Called Principal of any bond of the
Thirty-seventh Series, 0.5% over 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” on the Bloomberg Financial Markets Service (or
such other display on the Bloomberg Financial Markets Service having the same
information as PX1 if PX1 is replaced by the Bloomberg Financial Markets
Service) for the most recently issued actively traded on-the-run benchmark 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 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date.  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 most
recently issued, actively traded on-the-run benchmark U.S. Treasury security
with the maturity closest to and greater than such Remaining Average Life and
(2) the most recently issued, actively traded on-the-run benchmark 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
Thirty-seventh 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 Thirty-seventh 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 Bonds of the
Thirty-seventh 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 pursuant to subsection (I)
of this section.

         

        “Settlement
Date” means, with respect to the Called Principal of any Bond of the
Thirty-seventh Series, the date on which such Called Principal is to be prepaid
pursuant to subsection (I) of this section.

         

        “Senior
Financial Officer” means the chief financial officer, principal accounting
officer, treasurer or comptroller of the Company.

         

         (V)            At
the option of the registered owner, any bonds of the Thirty-seventh Series, upon
surrender thereof for cancellation at the office or agency of the Company in the
Borough of Manhattan, The City of New York, together with a written instrument
of transfer wherever required by the Company duly executed by the registered
owner or by his duly authorized attorney, shall (subject to the provisions of
Section 12 of the Mortgage) be exchangeable for a like aggregate principal
amount of bonds of the same series of other authorized
denominations.

         

        Bonds of
the Thirty-seventh Series shall be transferable (subject to the provisions of
Section 12 of the Mortgage) at the office or agency of the Company in the
Borough of Manhattan, The City of New York.  The Company shall not be
required to make transfers or exchanges of bonds of the Thirty-seventh Series
for a period of ten (10) days next preceding any designation of bonds of said
series to be prepaid, and the Company shall not be required to make transfers or
exchanges of any bonds of said series designated in whole or in part for
prepayment.

         

        Upon any
exchange or transfer of bonds of the Thirty-seventh Series, the Company may make
a charge therefor sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 12 of the Mortgage, but the Company
hereby waives any right to make a charge in addition thereto for any exchange or
transfer of bonds of the Thirty-seventh Series.

         

        After the
delivery of this Thirtieth Supplemental Indenture and upon compliance with the
applicable provisions of the Mortgage and receipt of consideration therefor by
the Company, there shall be an initial issue of bonds of the Thirty-seventh
Series for the aggregate principal amount of $42,000,000.

         

        ARTICLE
II

        Reservation
of Right to Amend the Mortgage

         

        SECTION
1.  The Company reserves the right, without any vote, consent or other
action by the holders of Bonds of the Thirty-seventh Series or any subsequent
series, to amend the Mortgage, as herein or heretofore supplemented as
follows:

         

        (A) By deleting from Section 35(a)
the phrase “having its principal office and place of business in the Borough of
Manhattan, The City of New York” and the word “such” at the location in said
Section 35(a) at which such word first appears.

         

        (B) By adding the following at the
end of the first sentence of Section 101:

         

        “;
provided however, that if all of the bonds at that time Outstanding are
registered as to principal and interest or as to principal only, such notice
shall be sufficiently given if mailed, postage prepaid to each such registered
owner of bonds at his/her last address appearing on the registry books, on or
before the date of on which the first publication of such notice would otherwise
have been required.”

         

        ARTICLE
III

        Miscellaneous
Provisions

         

        SECTION
1.  Section 126 of the Mortgage, as heretofore amended, is hereby
further amended by adding the words “and January 15, 2019 after the words “and
January 15, 2014 and January 15, 2016.”

         

        SECTION
2. Subject to the amendments provided for in this Thirtieth Supplemental
Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall,
for all purposes of this Thirtieth Supplemental Indenture, have the meanings
specified in the Mortgage, as heretofore supplemented.

         

        SECTION
3. The holders of bonds of the Thirty-seventh Series consent that the Company
may, but shall not be obligated to, fix a record date for the purpose of
determining the holders of bonds of the Thirty-seventh Series entitled to
consent to any amendment, supplement or waiver.  If a record date is
fixed, those persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be holders after such record
date.  No such consent shall be valid or effective for more than 90
days after such record date.

         

        SECTION
4. The Trustees hereby accept the trusts herein declared, provided, created or
supplemented and agree to perform the same upon the terms and conditions herein
and in the Mortgage set forth and upon the following terms and
conditions:

         

        The
Trustees shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Thirtieth 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
Thirtieth 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
Thirtieth Supplemental Indenture.

         

        SECTION
5. Whenever in this Thirtieth Supplemental Indenture any party hereto is named
or referred to, this shall, subject to the provisions of Articles XVI and XVII
of the Mortgage, as heretofore supplemented, be deemed to include the successors
or assigns of such party, and all the covenants and agreements in this Thirtieth
Supplemental Indenture contained by or on behalf of the Company, or by or on
behalf of the Trustees shall, subject as aforesaid, bind and inure to the
benefit of the respective successors and assigns of such party whether so
expressed or not.

         

        SECTION
6.  Nothing in this Thirtieth Supplemental Indenture, expressed or
implied, is intended, or shall be construed, to confer upon, or give to, any
person, firm or corporation, other than the parties hereto and the holders of
the bonds and coupons Outstanding under the Mortgage, any right, remedy, or
claim under or by reason of this Thirtieth Supplemental Indenture or any
covenant, condition, stipulation, promise or agreement hereof, and all the
covenants, conditions, stipulations, promises and agreements in this Thirtieth
Supplemental Indenture contained by and 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
7. This Thirtieth Supplemental Indenture shall be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         

        SECTION
8. The Company, the mortgagor named herein, by its execution hereof acknowledges
receipt of a full, true and complete copy of this Thirtieth Supplemental
Indenture.

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        IN
WITNESS WHEREOF, ALLETE, Inc. has caused its corporate name to be hereunto
affixed, and this instrument to be signed and sealed by its President, one of
its Vice Presidents, or its Treasurer, and its corporate seal to be attested by
its Secretary or one of its Assistant Secretaries for and in its behalf, all in
the City of Duluth, Minnesota, and The Bank of New York Mellon has caused its
corporate name to be hereunto affixed, and this instrument to be signed and
sealed by one of its Vice Presidents or one of its Assistant Vice Presidents and
its corporate seal to be attested by one of its Assistant Treasurers, one of its
Vice Presidents or one of its Assistant Vice Presidents, and Douglas J. MacInnes
has hereunto set his hand and affixed his seal, all in The City of New York, as
of the day and year first above written.

         

        ALLETE,
Inc.

         

        By           /s/ Mark
Schober                                                            

        Mark
Schober

        Senior
Vice President and

        Chief
Financial Officer

        


        Attest:

        
/s/ Deborah A.
Amberg

        Deborah
A. Amberg

        Senior
Vice President, General Counsel

        and
Secretary

        


         

        
          Executed,
sealed and delivered by ALLETE, Inc.

          in the
presence of:

           

        

        /s/ Dawn
LaPointe

         

        /s/ Jodi
Nash

         

        

        

        


         

        


         

        


        


        


        


        


        Trustees’
Signature Page Follows


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        


        


        THE
BANK OF NEW YORK MELLON,

        as
Trustee

         

        By           /s/ Mary
Miselis                                                            

        Mary
Miselis

        Vice
President

         

        Attest:

        
/s/ Geovanni
Barris

        Geovanni
Barris

        Vice
President

         

        


                                  

                                                   /s/ Douglas J. Macinnes
L.S.

        DOUGLAS
J. MACINNES

         

        Executed,
sealed and delivered by THE BANK OF NEW

        YORK
MELLON and DOUGLAS J. MACINNES in the presence of:

         

        /s/ Scott Klein

         

        /s/ Kimberly Davidson


        


        


         

        Thirtieth
Supplemental Indenture dated as of January 1, 2009

        To
Mortgage and Deed of Trust dated as of September 1, 1945

        


         

        Trustees’
Signature Page


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        STATE
OF
MINNESOTA                                   )

        )  ss.:

        COUNTY
OF ST.
LOUIS                                     )

         

        On this
6th day of January, 2009, before me, a Notary Public within and for said County,
personally appeared Mark Schober and Deborah A. Amberg, to me personally known,
who, being each by me duly sworn, did say that they are respectively the Senior
Vice President and Chief Financial Officer and the Senior Vice President,
General Counsel and Secretary of ALLETE, Inc., the corporation named in the
foregoing instrument; that the seal affixed to the foregoing instrument is the
corporate seal of said corporation; that said instrument was signed and sealed
in behalf of said corporation by authority of its Board of Directors; and said
Mark Schober and Deborah A. Amberg acknowledged said instrument to be the free
act and deed of said corporation.

         

        Personally
came before me on this 6th day of January, 2009, Mark Schober, to me known to be
the Senior Vice President and Chief Financial Officer, and Deborah A. Amberg, to
me known to be the Senior Vice President, General Counsel and Secretary, of the
above named ALLETE, Inc., 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 Senior Vice President and Chief Financial Officer and
the Senior Vice President, General Counsel 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 stockholders, and said Mark Schober and Deborah A. Amberg then and there
acknowledged said instrument to be the free act and deed of said corporation and
that such corporation executed the same.

         

        On the
6th day of January, 2009, before me personally came Mark Schober and Deborah A.
Amberg, to me known, who, being by me duly sworn, did depose and say that they
respectively reside at 202 W. Owatonna Street, Duluth, Minnesota, and 2738
Northridge Drive, Duluth, Minnesota; that they are respectively the Senior Vice
President and Chief Financial Officer and the Senior Vice President, General
Counsel and Secretary of ALLETE, Inc., one of the corporations described in and
which executed the above instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that they signed their names thereto by like order.

        


        GIVEN
under my hand and notarial seal this 6th day of January, 2009.

                                                                /s/ Jodi Nash

                                                                Notary
Public

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        STATE
OF NEW
YORK                                     )

        )  ss:

        COUNTY
OF NEW
YORK                                 )

         

        On this
7th day of January, 2009, before me, a Notary Public within and for said County,
personally appeared Mary Miselis and Rafael E. Miranda, to me personally known,
who, being each by me duly sworn, did say that they are each a Vice President of
THE BANK OF NEW YORK MELLON, the corporation named in the foregoing instrument;
that the seal affixed to the foregoing instrument is the corporate seal of said
corporation; that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors; and said Mary Miselis and
Rafael E. Miranda acknowledged said instrument to be the free act and deed of
said corporation.

         

        Personally
came before me on this 7th day of January, 2009, Mary Miselis, to me known to be
a Vice President, and Rafael E. Miranda, known to me to be a Vice President, of
the above named THE BANK OF NEW YORK MELLON, 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 each a Vice President 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 Mary
Miselis and Rafael E. Miranda then and there acknowledged said instrument to be
the free act and deed of said corporation and that such corporation executed the
same.

         

        On the
7th day of January, 2009, before me personally came Mary Miselis and Rafael E.
Miranda, to me known, who, being by me duly sworn, did depose and say that they
each reside at 101 Barclay Street, 8W, New York, New York 10286; that they are
each a Vice President of THE BANK OF NEW YORK MELLON, one of the corporations
described in and which executed the above instrument; that they know the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that they signed their names thereto by like
order.

         

        GIVEN
under my hand and notarial seal this 7th day of January, 2009.

         

        


                                                                                            /s/ Carlos R. Luciano

                                                            Notary
Public, State of New York

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        STATE
OF NEW
YORK                                     )

        )  ss:

        COUNTY
OF NEW
YORK                                
)

         

        On this
7th day of January, 2009, before me personally appeared DOUGLAS J. MACINNES, to
me known to be the person described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and
deed.

         

        Personally
came before me this 7th day of January, 2009, the above named DOUGLAS J.
MACINNES, to me known to be the person who executed the foregoing instrument,
and acknowledged the same.

         

        On the
7th day of January, 2009, before me personally came DOUGLAS J. MACINNES, to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed the same.

         

        GIVEN
under my hand and notarial seal this 7th day of January, 2009.

         

        


                                                                    /s/ Carlos R. Luciano

        Notary
Public, State of New York