EXHIBIT 10(d)


                                  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 October 1, 2006, Section 5.1 is amended to ADD 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.


                               ALLETE, INC.


                               By: /s/ Donald J. Shippar
                                   ---------------------------------------------
                                   Donald J. Shippar
                                   Chairman, President & Chief Executive Officer

ATTEST:


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