Registration Statement and Prospectus; Public Offering. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-62231), including a preliminary prospectus relating to the Shares, and such amendments thereof as may have been filed prior to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "Preliminary Prospectus" means any preliminary prospectus (as described in Rule 430 of the Rules) included at any time as a part of the Registration Statement or filed with the Commission by the Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules. The term "Registration Statement" as used in this Agreement means the initial registration statement (including all exhibits and financial schedules), as amended at the time and on the date it becomes effective (the "Effective Date") and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement"), then any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules is relied on, the term Prospectus shall also include the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules. The Company and the Selling Stockholder understand that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Company and the Selling Stockholder hereby confirm that the Underwriters and dealers have been authorized to distribute or cause to be distributed each Preliminary Prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Unde...

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Registration Statement and Prospectus; Public Offering. The Company has prepared in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (No. 333-74793), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereto) to and of the related preliminary prospectus have heretofore been delivered by the Company to you. The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date (as hereinafter defined) and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

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Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "Commission") a Registration Statement (as hereinafter defined) on Form S-3 (No. 333-32966), including a preliminary prospectus relating to the Shares, and such amendments thereof as may have been required to the

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Registration Statement and Prospectus; Public Offering. The Company has prepared and filed with the British Columbia Securities Commission in the province of British Columbia (the "REVIEWING AUTHORITY") and with the securities regulatory authorities (together with the Reviewing Authority, the "QUALIFYING AUTHORITIES") Alberta, Saskatchewan, Manitoba and Ontario (together with British Columbia, the "QUALIFYING PROVINCES") a preliminary short form prospectus relating to the Shares (the "CANADIAN PRELIMINARY PROSPECTUS"). The Company has filed the Canadian Preliminary Prospectus with the Qualifying Authorities pursuant to National Policy 43-201 - Mutual Reliance Review-System for Prospectuses and Annual Information Forms and its related memorandum of understanding, and the Reviewing Authority is acting as principal regulator. The Reviewing Authority has issued a preliminary Mutual Reliance Review System decision document for the Canadian Preliminary Prospectus. The Company has prepared and filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-10 (File No. 333-109066) covering the Shares under the Securities Act of 1933, as amended (the "1933 ACT"), including the Canadian Preliminary Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the "U.S. PRELIMINARY PROSPECTUS", and together with the Canadian Preliminary Prospectus, the "PRELIMINARY PROSPECTUSES" ). In addition, the Company (A) has prepared and filed (1) with the Qualifying Authorities, a final short form prospectus relating to the Shares (the "BASE PREP PROSPECTUS") which omits the PREP Information (as hereinafter defined) in accordance with National Instrument 44-103 - Post-Receipt Pricing (the "PREP PROCEDURES") and (2) with the SEC, an amendment to such registration statement, including the Base PREP Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), and (B) will prepare and file, promptly after the execution and delivery of this Agreement, (1) with the Qualifying Authorities, in accordance with the PREP Procedures, a supplemented PREP prospectus setting forth the PREP Information (the "SUPPLEMENTED PREP PROSPECTUS"), and (2) with the SEC, in accordance with General Instruction II.L. of Form F-10, the Supplemented PREP Prospectus (with such deletions therefrom and additions thereto as ...

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Registration Statement and Prospectus; Public Offering. The Trust has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission under the Securities Act (the "Securities Act Rules") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 (File Nos. 333-64151 and 811-09013) relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information), and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shares. The term "Preliminary Prospectus" as used herein means any preliminary prospectus (including any preliminary statement of additional information) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust has furnished the Representatives copies of such registration statement, each amendment to such registration statement filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Trust with the Commission. If such registration statement has become effective and any prospectus (including any statement of additional information) contained therein omits

Registration Statement and Prospectus; Public Offering. The Company has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act and the rules and regulations adopted by the Commission thereunder (the "Rules"), a registration statement on Form S-3, including a prospectus, relating to the Debt Securities, and such registration statement has become effective. The Company will file with, or mail for filing to, the Commission a prospectus supplement specifically relating to the Purchased Securities pursuant to Rule 424 under the Securities Act (the "Prospectus Supplement"). The term "Registration Statement" means the registration statement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined) as amended to the date of this Agreement. The term "Basic Prospectus" means the prospectus included in the Registration Statement. The term "Prospectus" means the Basic Prospectus together with the Prospectus

Registration Statement and Prospectus; Public Offering. The ------------------------------------------------------ Company, ALLETE Capital II and ALLETE Capital III have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 on March , 2001 (Registration Nos. 333- and 333- -01) for the -- ------ ------ registration under the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations adopted by the Commission under the Securities Act (the "Rules and Regulations"), of $500,000,000 aggregate amount of (i) the Company's Common Stock, without par value, and related preferred shares purchase rights, (ii) one or more series of the Company's first mortgage bonds, (iii) the Company's unsecured debt securities, (iv) the preferred trust securities (the "Trust Securities") of ALLETE Capital II and ALLETE Capital III and (v) an equal principal amount of the Company's junior subordinated debentures and guarantees and other obligations of the Company in respect of such Trust Securities. Such registration statement ("Registration Statement No. 333- ") was declared effective by the Commission on , ----- ------ -- 2001. No stop order suspending the effectiveness of such registration statement is in effect and no proceedings for such purpose are pending or threatened before or threatened by the Commission. The Company has also filed with the Commission a registration statement on Form S-3 on May 8, 1998 (Registration No. 333-52161) for the registration under the Securities Act and the Rules and Regulations of 3,000,000 shares of the Company's Common Stock, without par value, and related preferred shares purchase rights, of which all but 1,814,000 shares (as adjusted for the Company Common Stock split on ) of Common ----------- Stock and related rights have been previously issued. Such registration statement ("Registration Statement No. 333-52161") was declared effective by the Commission on May 18, 1998. In addition, the Company has filed with the Commission a registration statement on Form S-3 on July 21, 2000 (Registration No. 333-41882) for the registration under the Securities Act and the Rules and Regulations of $400,000,000 aggregate principal amount of the Company's first mortgage bonds and unsecured debt securities, of which all but $25,000,000

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