exhibit_10b.htm


    Exhibit
10(b)

    

AMENDMENT
TO THE

    ALLETE
DIRECTOR STOCK PLAN

    


    


    The
ALLETE Director Stock Plan (the “Plan”), dated May 9, 1995, as amended, is
amended as follows, effective May 1, 2009:

    


    1.           Section
II is amended to add the following additional definition:

    


    “Service
Period” means, with respect to the Annual Cash Retainer, a Plan Year, and with
respect to the Annual Stock Retainer, the 12-month period beginning on June 1 of
each Plan Year or, with respect to a Director who first becomes eligible to
participate in the Plan after June 1 of a Plan Year, such lesser period
beginning on the date the Director joins the Board and ending on the following
May 31.

    


    2.           Section
V is amended by deleting section B. in its entirety and replacing it with the
following:

    


    B.  Each
Director shall receive a Stock Payment for services rendered during the Service
Period equal in value to $60,000 on the first business day of June or as soon as
practicable following that date.  The number of shares shall be
calculated by dividing the amount of the Stock Payment by the fair market value
of a share of Common Stock, which for this purpose means the average New York
Stock Exchange closing price for the last 5 days up to and including the date
that is 10 calendar days prior to June 1 of the Service Period (or on the first
business day thereafter if June 1 is not a business day).  To the
extent the Director has not elected to defer some or all of the Stock Payment
pursuant to the ALLETE Amended and Restated Non-Employee Director Compensation
Deferral Plan II, the Company shall either issue shares or cause the appropriate
number of shares of Common Stock to be purchased in the market and delivered to
the Director or, at the Company’s election, to the Director’s Invest Direct
account or to the Director’s account in such successor dividend reinvestment
plan as the Company may establish.  Fractional shares may be paid in
cash.  Directors joining the Board during a Service Period after the
first business day in June will receive their Stock Payment, valued using the
same general methodology described above, as soon as practicable after the first
business day following the effective date of their election or appointment to
the Board.

    


    3.           Section
V is amended by adding the following new subsections E. and F.

    


    E.  The
cash portion of the Annual Retainer for such Plan Year shall be paid to
Directors at such times and in such manner as may be determined by the Board of
Directors, unless the Director has elected to defer some or all of the cash
portion of the Annual Retainer pursuant to the ALLETE Amended and Restated
Non-Employee Director Compensation Deferral Plan II.

    


    F.  Any
portion of the Annual Retainer that a Director elects to defer pursuant to the
ALLETE Amended and Restated Non-Employee Director Compensation Deferral Plan II
shall be considered a deferral under that plan and not this Plan.

    


    4.           Section
VI is amended by deleting the sentence that provides that “Cash in lieu of any
fractional share shall be paid to the Participant” and replacing it with “Cash
in lieu of any fractional share may be paid to the Participant.”

    


    5.           In
all respects not amended, the Plan is hereby ratified and
confirmed.

    


    IN WITNESS WHEREOF, this
amendment is effective as of May 1, 2009 and has been executed on the dates
written below.

    


     

    ALLETE,
Inc.

    


     

    By:  Donald J. Shippar

    Donald J. Shippar

    Chairman and Chief Executive
Officer

    


    


    ATTEST:

    


     

    By:  Deborah A. Amberg

    Deborah A. Amberg

    Senior Vice President, General
Counsel & Secretary