supplementalindenture.htm


    
      
         

      

      Exhibit
        4(c)3

      ALLETE,
        Inc.

      (formerly
        Minnesota Power & Light Company

       

      and
        formerly Minnesota Power, Inc.)

       

      TO

       

      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

       

      
        


         

        


      

      ____________
        Supplemental Indenture

       

      Providing
        among other things for

       

      First
        Mortgage Bonds, ___% Series due _____________

       

      (____________
        Series)

       

       

      Dated
        as of ___________

       

      
        


         

        


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      _______________
        SUPPLEMENTAL INDENTURE

       

      THIS
        INDENTURE, dated as of ______________, 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 (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, 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 “__________
        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

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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

              


      

      


       


      
        
                

                              
                            
          

          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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

          
            

          

        

        
          
          

        

      


      *which
        bonds are also hereinafter sometimes
        called bonds of the First through ___________** 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 ____ 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 ___________ Supplemental
        Indenture, and the terms of the bonds of the ___________ Series, hereinafter
        referred to, have been duly authorized by the Board of Directors of the Company
        by appropriate resolutions of said Board of Directors;

       

      

        

      

        
        
          	
                   

                	
                  *  Here
                    will be inserted additional outstanding
                    series.

                


        

         

      

        
        
          	
                   

                	
                  **  Here
                    will be inserted the most recent outstanding
                    series.

                


        

         

      


      
        
                

                              
                            
          

          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      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 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 _____________ 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.

       


      
        
                

                              
                            
          

          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      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 _____________
        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 _____________
        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.

       


      
        
                

                              
                            
          

          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      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 ___________ 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

      ____________
        Series of Bonds

       

      Section
        1.  There shall be a series of bonds designated “_____% Series due
        ______________” (herein sometimes referred to as the “__________ 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 __________ Series
        shall be dated as in Section 10 of the Mortgage provided, mature on
        _____________, 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 [at the rate of _____%
        per
        annum, payable semi-annually on ________ and ___________ of each
        year]*, commencing _______________, 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.

       

      [Redemption
        provisions, if any, will be inserted here.]

       

      

        

      

        
        
          	
                  *

                	
                  Bracketed
                    material to be changed if bonds of the Series to which this Supplemental
                    Indenture shall relate shall bear interest at a rate which may
                    be changed
                    during the life of such bonds or if such bonds shall bear interest
                    payable
                    other than semi-annually.

                


        

         

      


      
        
                

                              
                            
          

          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (I)            At
        the option of the registered owner, any bonds of the __________ 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 __________ 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 __________________
        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 ___________ 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 __________ Series.

       

      After
        the
        delivery of this ____________ 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 __________
        Series for the aggregate principal amount of $__________.

       

      [ARTICLE
        II

      Amendment
        to the Mortgage

      Nuclear
        Fuel

       

      Section
        1.  Pursuant to the reservation of right in Section 2 of the Fifth
        Supplemental Indenture dated as of April 1, 1971 and there being no Outstanding
        bonds of any series created prior to the Sixth Series, the Company hereby
        amends
        the Mortgage, as supplemented, as set forth in paragraphs (A), (B) and (C)
        of
        Section 2 of such Fifth Supplemental Indenture (relating to Nuclear
        Fuel).]1

       

      

        

      

        
        
          	
                  1

                	
                  The
                    Company may insert the bracketed language in any one Supplemental
                    Indenture executed after all bonds of the Fifth Series have been
                    retired.

                


        

         

      


      
        
                

                              
                            
          

          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      [ARTICLE
        III]

      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 _____________ Series or any subsequent
        series, to amend the Mortgage, as herein or heretofore supplemented as
        follows:

       

      (A)
        By deleting the words “having its
        principal office and place of business in the Borough of Manhattan, The City
        of
        New York” from Section 35(a).

       

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

       

      “;
        provided however, that if all of the bonds at the 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
        [IV]

      Miscellaneous
        Provisions

       

      Section
        [1].  Section 126 of the Mortgage, as heretofore amended, is hereby
        further amended by adding the words “and ___________,”** after the
        words “and _________.”***

       

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

       

      

        

      

        
        
          	
                  *

                	
                  The
                    Company may insert the bracketed language in this or in any subsequent
                    Supplemental Indenture.

                


        

         

      

        
        
          	
                  **

                	
                  Here
                    will be inserted the maturity date of the most recent series
                    of
                    bonds.

                


        

         

      

        
        
          	
                  ***

                	
                  Here
                    will be inserted the maturity date of the series of bonds issued
                    immediately before the most recent series of
                    bonds.

                


        

         

      


      
        
                

                              
                            
          

          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Section
        [3]. The holders of bonds of the _____________ 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 _____________ 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 _____________ 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
        _____________ 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 _____________ Supplemental Indenture.

       

      Section
        [5]. Whenever in this _____________ 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 _____________ 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 _____________ 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 _____________ Supplemental Indenture or
        any
        covenant, condition, stipulation, promise or agreement hereof, and all the
        covenants, conditions, stipulations, promises and agreements in this
        _____________ 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 _____________ 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 _____________
        Supplemental Indenture.


      
        
                

                              
                            
          

          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      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 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, all in the City of
        Duluth, Minnesota, and The Bank of New York 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_____________________________________________                                                                       

      [Name]

      [Title]

       

      Attest:

      _________________________________________

      


      [Name]

      [Title]

       

      Executed,
        sealed and delivered by ALLETE, Inc.

      in
        the
        presence of:

       

      __________________________________________


      __________________________________________

      


       


      
        
                

                              
                            
          

          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      The
        Bank
        of New York

      as
        Trustee

       

      By____________________________________________                                                                       

      [Name]

      [Title]

       

      Attest:

      __________________________________________

      


      [Name]

      [Title]

       

       _____________________________________________L.S.

      Douglas
        J. MacInnes

       

      Executed,
        sealed and delivered by The Bank of New

      York
        and
        Douglas J. MacInnes in the presence of:

       

      


      ____________________

       

      ____________________


      
        
                

                              
                            
          

          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      State
        of
        Minnesota                   )

      )  ss.:

      County
        of
        St.
        Louis                  )

       

      On
        this
        _____ day of ________________, before me, a Notary Public within and for
        said
        County, personally appeared ____________________ and ___________________,
        to me
        personally known, who, being each by me duly sworn, did say that they are
        respectively the ______________________ and the _____________________________
        of
        ALLETE, Inc. of the State of Minnesota, 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
        ____________________ and ___________________ acknowledged said instrument
        to be
        the free act and deed of said corporation.

       

      Personally
        came before me on this _____ day of _______________, ____________________,
        to me
        known to be the ________________________, and ____________________, to me
        known
        to be the _______________________, 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
        _____________________ and the ___________________ 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 ____________________ and ___________________ 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
        _____ day of _______________, before me personally came ____________________
        and
        ___________________, to me known, who, being by me duly sworn, did depose
        and
        say that they respectively reside at _______________________________________,
        and ________________________________________; that they are respectively
        the
        ____________________ and the _______________________ 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 _____ day of ______________.

       

      _______________________________________________________


       

      Notary
        Public

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      State
        of
        New
        York                              
)

      )  ss:

      County
        of
        New
        York                           
)

       

      On
        this
        _____ day of ______________, before me, a Notary Public within and for said
        County, personally appeared ____________________ and ___________________,
        to me
        personally known, who, being each by me duly sworn, did say that they are
        respectively a _______________ and an ________________ of The Bank of New
        York
        of the State of New York, 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
        ____________________ and ___________________ acknowledged said instrument
        to be
        the free act and deed of said corporation.

       

      Personally
        came before me on this _____ day of ______________, ____________________,
        to me
        known to be a __________________, and ____________________, known to me to
        be an
        __________________, of the above named The Bank of New York, 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 a _________________
        and an ________________ 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
        ____________________ and ___________________ 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
        _____ day of _______________, before me personally came ____________________
        and
        ___________________, to me known, who, being by me duly sworn, did depose
        and
        say that they respectively reside at ________________________________, and
        _______________________________________; that they are respectively a
        _________________ and an ____________________ of The Bank of New York, 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 _____ day of ________________.

       

      ______________________________________________________________


       

      Notary
        Public, State of New York

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      State
        of
        New
        York                             
 )

      )  ss:

      County
        of
        New
        York                            )

       

      On
        this
        _____ day of ___________________, 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 _____ day of ______________, the above named Douglas
        J.
        MacInnes, to me known to be the person who executed the foregoing instrument,
        and acknowledged the same.

       

      On
        the
        _____ day of ______________, 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 _____ day of ________________.

       

      _____________________________________________________________


       

      Notary
        Public, State of New York

       


      
        
          
          

        

        
          16