Amendment to the Amended and Restated ALLETE Director Compensation Deferral Plan

Summary

This amendment updates the ALLETE Director Compensation Deferral Plan, effective July 24, 2012. It changes how annuities for directors are calculated, removing the previous fixed interest rate and instead tying annuity calculations to the gains and losses of investment funds chosen by each director. The amendment applies to all amounts in the deferral accounts until fully distributed. The amendment is executed by ALLETE, Inc. and signed by its Chairman and General Counsel.

EX-10.(N)5 6 ex10n512-31x2012.htm AMEND & RESTATED DIRECTOR COMP DEFERRAL PLAN Exhibit 10(n)5 12-31-2012


Exhibit 10(n)5



AMENDMENT TO THE AMENDED AND RESTATED
ALLETE DIRECTOR COMPENSATION DEFERRAL PLAN


The Amended and Restated ALLETE Director Compensation Deferral Plan, dated effective January 1, 1990, is amended as follows:

1.
Effective July 24, 2012, Section 5.1 is amended to delete the following:

Any annuity provided under this section shall be calculated using a 7.5% interest rate, or such other rate as approved by the Board. Notwithstanding the foregoing, annuities under this section shall be calculated using an 8% interest rate in any circumstance in which one of the following conditions applies: (i) the Director left service prior to January 1, 2007; or (ii) the Director provided official notice of retirement to the Company prior to January 1, 2007 with an effective retirement date on or before April 1, 2007.

2.
Effective July 24, 2012, Section 5.1 is further amended to add the following:

Any annuity provided in this section shall be calculated by crediting to or debiting from the Deferral Account all notional gains and losses associated with the investment funds selected by the Director from among the options provided by the Company until all amounts credited to Deferral Account have been distributed.


ALLETE, Inc.




By:
/s/ Alan R. Hodnik
Alan R. Hodnik
Chairman, President & Chief Executive Officer

ATTEST:



By:
/s/ Deborah A. Amberg
Deborah A. Amberg
Senior Vice President, General Counsel & Secretary