EXHIBIT 4(d)
CERTIFICATE OF ADJUSTMENT
TO THE RIGHTS AGREEMENT
DATED AS OF JULY 24, 1996 ("RIGHTS AGREEMENT")
BETWEEN ALLETE, INC.
(FORMERLY MINNESOTA POWER, INC. AND MINNESOTA POWER & LIGHT COMPANY)
AND THE
CORPORATE SECRETARY OF ALLETE, INC., RIGHTS AGENT
The undersigned, Xxxxxxx X. Xxxxxx, Vice President, General Counsel and
Secretary of ALLETE, Inc., a Minnesota corporation (the "Company"), does hereby
certify, pursuant to Section 12(a) of the Rights Agreement, that:
(1) At 12:00 p.m. Eastern Time on September 20, 2004 (the "Effective
Date"), for shareholders of record on September 13, 2004, the Company engaged in
a one-for-three reverse stock split of the Company's common stock, no par value.
(2) Pursuant to Section 11(n) of the Rights Agreement, as of the Effective
Date, each preferred share purchase right (a "Right") entitles the registered
holder, until the earlier of the close of business on July 23, 2006 or the
redemption or exchange of the Rights, to purchase from the Company
one-and-a-half of one one-hundredth (three two-hundredth) of a share of Serial
Preferred Stock A, without par value, of the Company ("Preferred Stock"). The
Purchase Price (as defined in the Rights Agreement) remains $90.00.
IN WITNESS WHEREOF, the undersigned has hereunto signed her name this 21
day of September, 2004.
ALLETE, INC.
By:/s/ Xxxxxxx X. Xxxxxx
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