0000066756-13-000030 Sample Contracts

ALLETE, INC. AMENDED AND RESTATED DEFERRED COMPENSATION TRUST AGREEMENT
Deferred Compensation Trust Agreement • February 15th, 2013 • Allete Inc • Electric & other services combined • North Carolina

This Grantor Trust Agreement (the “Trust Agreement”) is made this 15th day of December, 2012 by and between ALLETE, INC. (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”) and hereby amends and restates the Minnesota Power and Affiliated Companies Deferred Compensation Trust Agreement (the “Original Trust Agreement”), effective January 1, 1990, for the participants under such agreement who have consented to this amended and restated Trust Agreement (“Consenting Participants”). The Original Trust Agreement will continue to be effective for the participants in the Arrangements to whom benefit payments are owed at the time the Trust Agreement is adopted who have not consented to this amended and restated Trust Agreement (“Non-consenting Participants”).

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ALLETE, INC. AMENDED AND RESTATED DIRECTOR COMPENSATION TRUST AGREEMENT
Director Compensation Trust Agreement • February 15th, 2013 • Allete Inc • Electric & other services combined • North Carolina

This Grantor Trust Agreement (the “Trust Agreement”) is made this 15th day of December, 2012 by and between ALLETE, INC. (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”) and hereby amends and restates the ALLETE, Inc. Director Compensation Trust Agreement (the “Original Trust Agreement”), effective October 11, 2004.

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