Exhibit 10
ORIGINAL
COPY
RETIREMENT AGREEMENT
THIS AGREEMENT is made and entered into as of August 28, 2001, between
ALLETE, INC. (f/k/a/ Minnesota Power, Inc.), a Minnesota corporation (the
"Company"), and EDWIN L. RUSSELL ("Russell").
RECITALS
A. Russell has been employed as Chairman, President and Chief
Executive Officer of the Company and, pursuant to the terms of this Agreement,
resigns from these and all other positions with the Company, effective as of
August 28, 2001, and as an employee of the Company, effective as of August 31,
2001.
B. This Agreement sets forth the complete understanding between
Russell and the Company regarding the commitments and obligations arising out of
the termination of their employment relationship.
NOW, THEREFORE, in consideration of the mutual obligations incurred
and benefits obtained hereunder, the sufficiency of which are admitted, the
Company and Russell agree as follows:
AGREEMENT
1. RESIGNATION. Effective as of August 28, 2001, Russell resigns from
(a) his positions as Chairman, President and Chief Executive Officer of the
Company, (b) his membership on the Company's Board of Directors, (c) any and all
other positions held by Russell with the Company, except as an employee, or any
of its subsidiaries or affiliates or any of the Boards of Directors thereof, and
(d) any positions as fiduciary or trustee of any Company benefit plan. Effective
as of midnight on August 31, 2001 ("Separation Date"), Russell resigns his sole
remaining position as an employee of the Company. Russell has, on the date
hereof, confirmed his resignation from such positions by submitting a letter of
resignation to the Company substantially in the form attached as EXHIBIT A to
this Agreement. Notwithstanding Russell's continued status as an employee
through midnight August 31, 2001, Russell shall not take or perform any actions
in such capacity and shall remain an employee solely for purposes of receiving
through such date his base compensation, vacation accrual, and continued benefit
plan accruals.
2. BENEFITS. In consideration for the release of claims set forth
below and other obligations under this Agreement, the Company has made or agrees
to make or provide the following benefits to Russell:
(a) SALARY. On or before September 7, 2001, the Company shall
deliver to Russell $215,333, which amount is equal to the base salary
he would have earned from September 1, 2001 to December 31, 2001 if he
would have continued in the employ of the Company. In addition, on
January 2, 2002, the Company shall deliver to Russell $509,066, which
amount represents 8/12ths of the bonus payment made to Russell in
2000. Russell shall not be entitled to any other salary or bonus
payment with respect to 2001 or any portion thereof or any prior or
subsequent period.
(b) STOCK OPTION TERMS. The parties acknowledge that Russell holds
the following unexercised non-qualified stock options granted under
the Company's Executive Long-Term Incentive Plan:
DATE OF GRANT OPTIONS OUTSTANDING AS OF 8/28/2001
------------- -----------------------------------
January 2, 1998 20,304
December 31, 1998 19,696
January 4, 1999 40,000
June 1, 1999 15,890
July 1, 1999 19,297 (replacement options)
July 1, 1999 19,054 (replacement options)
January 3, 2000 87,466
January 2, 2001 55,064
Total 276,771
Contingent upon Russell's execution of this Agreement, the Company,
through the Compensation Committee of its Board of Directors, has
approved (1) the amendment of those Company stock options previously
granted to Russell, as described above, to provide that the term of
each shall expire on August 31, 2004, the third anniversary of
Russell's resignation, (2) the amendment of the January 3, 2000 option
to accelerate the vesting of 43,733 unvested options to August 31,
2001, and (3) the amendment of the January 2, 2001 option to
accelerate the vesting of 27,532 unvested options to August 31, 2001,
and that as a result of these actions an aggregate of 249,239 options
shall be vested and exercisable through the close of business on
August 31, 2004.
Russell's exercise of all or any portion of the 249,239 vested options
shall be governed exclusively by the respective stock option agreement
and the Executive Long-Term Incentive Compensation Plan, except that
there shall be no reload feature with respect to any of such 249,239
options whenever exercised, including any options exercised prior to
termination of employment status on August 31, 2001. All unvested
options are forfeited and, in the event Russell has not exercised the
249,239 vested options by August 31, 2004, such vested options shall
also be forfeited. Russell acknowledges that all vested options are
non-qualified stock options so that, upon exercise of his stock
options, he will recognize (and be taxed as) ordinary income for the
excess of the then fair market value of the stock acquired upon
exercise of the option over the purchase price for the stock acquired.
(c) PERFORMANCE SHARES. On account of the 1,813 performance shares
awarded to Russell under the Executive Long-Term Incentive
Compensation Plan for the performance period from January 1, 1998
through December 31, 1999, Russell shall be entitled to receive an
amount in cash equal to the remaining 25% of the award (representing
1,813 shares) based upon the Company's actual results against target
over the full performance period, payable on January 2, 2002. Russell
shall not be entitled to any performance shares with respect to the
2000-01 performance period or any portion thereof or any subsequent
period.
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(d) SERP. Russell shall receive a lump sum distribution of his
account balance in the Minnesota Power and Affiliated Companies
Supplemental Executive Retirement Plan, which amount shall be
determined as of the close of business on the Separation Date and
payable to Russell within thirty (30) days thereafter. The parties
acknowledge that a portion of such account balance shall be
distributed to Russell in shares of the Company's common stock, which
shares have been reserved in accordance with the terms of the
Company's Executive Long-Term Incentive Compensation Plan. Russell may
elect to satisfy the withholding requirements related to the
distribution of such shares, by requesting in writing that the Company
withhold a portion of those shares having a fair market value on the
date of issuance equal to his withholding obligations.
(e) ESOP. Russell is a participant in the Minnesota Power and
Affiliated Companies Employee Stock Ownership Plan and Trust ("ESOP
Plan"). Russell acknowledges that no further contributions will be
made to the ESOP Plan by the Company after the date of this Agreement.
Russell will be entitled to begin receiving benefits from his ESOP
Plan account or to roll-over the amount in his account at the times
and under the terms and conditions set forth in the ESOP Plan.
(f) DEFINED RETIREMENT BENEFIT. The parties acknowledge that
Russell has a vested benefit under the Minnesota Power and Affiliated
Companies Employees Retirement Plan A ("Defined Retirement Plan").
Upon attaining the age of 65, Russell shall be entitled to begin
receiving a monthly benefit based on his years of credited service to
the date of this Agreement in accordance with the terms and conditions
set forth in the Defined Retirement Plan.
(g) SUPPLEMENTAL RETIREMENT PLAN. Russell is a participant in the
Minnesota Power and Affiliated Companies Supplemental Retirement Plan
("SRP Plan"). Russell acknowledges that no further contributions will
be made to the SRP Plan by the Company after the Separation Date.
Russell will be entitled to begin receiving benefits from his SRP Plan
account or to roll-over the amount in his account at the times and
under the terms and conditions set forth in the SRP Plan.
(h) MEDICAL REIMBURSEMENT ACCOUNT. The parties acknowledge that
Russell has made a $4,000 medical reimbursement election for calendar
year 2001 under the Company's Medical Reimbursement Plan. Russell
shall be entitled to receive reimbursement of up to $4,000 for medical
claims and expenses incurred prior to January 1, 2002, subject to
Russell's submission of appropriate documentation on or prior to the
close of business on April 30, 2002.
(i) MEDICAL, DENTAL, LIFE INSURANCE BENEFITS. The Company shall
maintain, at its expense, family coverage under the medical, dental
and life insurance plans in which Russell was a participant as of the
Separation Date and will pay the COBRA premiums for those benefits to
be continued until the expiration of the 18-month period following the
Separation Date, PROVIDED, HOWEVER, that to the extent that the
Company may modify or terminate the medical, dental or life insurance
coverage provided to its executive-level employees generally, the
Company may likewise modify or terminate the coverage provided to
Russell. Following the expiration of the 18-month period, Russell may
procure and maintain, at his expense, private family insurance
coverage for similar benefits and the
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Company will reimburse Russell up to a maximum of $12,000 per year for
the cost of such coverage. Notwithstanding the foregoing, all
insurance benefits to be provided under this Section 2(i) shall
terminate when Russell becomes a participant under another group
insurance plan through a new employer or Russell reaches the age of
65, whichever occurs first. Russell agrees to notify the Company when
he begins participation in another group plan.
(j) VACATION PAY. Within ten (10) days after the date of this
Agreement, the Company shall deliver to Russell a lump-sum payment in
respect of Russell's accrued, unused vacation days as of August 31,
2001.
(k) SPLIT DOLLAR INSURANCE. The parties acknowledge and agree that,
effective as of the date hereof, the Split Dollar Insurance Agreement,
the related Compensation Agreement and the transactions contemplated
thereby are terminated without any further liability by one party to
the other. Effective the date of this Agreement, the Company shall be
the sole and exclusive owner of such split-dollar life insurance
policy, including all rights to continue the insurance or receive any
cash values. Russell represents that he has not and will not modify,
alter or take any action to receive any benefits under such Split
Dollar Insurance, including receiving or using any cash value or other
policy right to reduce the amount to be received by the Company as a
result of its payment of the premiums on such policy. Russell agrees
to execute, or cause to be executed, appropriate assignments to effect
the transfer to the Company of all policy rights under such
split-dollar life insurance policy, including the cash value of
$684,271.00.
(l) TRANSFER OF AUTOMOBILE. The Company agrees to transfer to
Russell by September 17, 2001 the ownership of the Cadillac automobile
that Russell has used. Russell shall be responsible for all insurance
and maintenance costs associated with the automobile. Russell
acknowledges that the transfer of ownership of the automobile will
constitute income to him and that he is responsible for the payment of
any federal income tax and any other taxes due upon transfer.
(m) OUTPLACEMENT. The Company agrees to pay up to Twenty-Five
Thousand Dollars ($25,000) for outplacement and other professional
services provided to Russell, subject to the submission of appropriate
documentation from the service provider(s).
(n) BUSINESS EXPENSES. The Company shall reimburse Russell for all
business expenses incurred in the ordinary of business by Russell on
or before the date hereof, but not submitted for reimbursement at such
date, to the extent reimbursable under the Company's normal expense
reimbursement policies and procedures and submitted for payment on or
before October 1, 2001.
(o) TAX GROSS-UP. The Company agrees to pay Russell that amount
which is necessary to reimburse him on an after-tax basis for any
imputed income associated with the use of the Company's aircraft on
the basis consistent with past practice.
(p) OFFICE SPACE. The Company shall, upon submission of appropriate
documentation, pay up to $2,000 monthly to maintain office space and
part-time executive
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secretarial support for Russell through May 31, 2002, at a location
selected by Russell that is acceptable to the Company.
3. WITHHOLDING. All amounts payable by the Company to Russell under
Section 2 above shall be reduced for any applicable withholding taxes
4. OTHER BENEFITS. Except as expressly provided in this Agreement,
Russell will not be eligible to participate in any of the Company's employee
benefit plans after the date of this Agreement. Russell acknowledges that the
designation of this agreement as a Retirement Agreement shall not be deemed to
constitute a "retirement" for purposes of any plan, policy or benefit of the
Company since Russell has not attained the requisite number of years of service
or age to qualify for retirement benefits.
5. FULL COMPENSATION. Russell acknowledges and agrees that the
payments that will be made to Russell or for his benefit and the extension of
the time within which to exercise his vested stock options provided for under
this Agreement will compensate him for and extinguish any and all of his claims
arising out of his employment and other positions with the Company and the
termination of his employment and other positions with the Company, including
but not limited to all of his claims for any type of legal or equitable relief
under any agreement, policy, plan, handbook or procedure of the Company
applicable to Russell in any capacity. Nothing in this Agreement shall affect
Russell's right to unpaid salary or benefits under the applicable plans through
the August 31 Separation Date.
6. MUTUAL GENERAL RELEASES. Except with respect to the parties'
respective rights and obligations under this Agreement, each of Russell and the
Company, and their respective representatives, successors and assigns, agrees to
release and forever discharge one another and their respective affiliates,
subsidiaries, predecessors, successors, related entities, insurers and the
current and former officers, directors, shareholders, employees, attorneys,
agents and trustees or administrators of any benefit plan of each of the
foregoing (any and all of which are referred to as "Releasees") generally from
any and all charges, complaints, claims, promises, agreements, causes of
actions, damages, and debts of any nature whatsoever, known or unknown
(collectively "Claims"), which either party have, claim to have, ever had, or
ever claimed to have had against Releasees up through the date of execution of
this Agreement, including but not limited to any Claims under the common law or
any statute.
7. REPRESENTATIONS AND COVENANTS BY RUSSELL.
(a) NO PENDING CLAIMS. Russell hereby represents, with the
knowledge and intent that the Company will rely upon such
representations in entering into this Agreement, that he has not filed
any action, complaint, charge, grievance or arbitration against the
Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan.
(b) COVENANT NOT TO SUE. Russell covenants that neither he, nor any
of his respective heirs, representatives, successors or assigns, will
commence, prosecute or cause to be commenced or prosecuted against the
Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan any action or other proceeding
based
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upon any claims, demands, causes of action, obligations, damages or
liabilities which are to be released by this Agreement, nor will
Russell seek to challenge the validity of this Agreement, except that
this covenant not to sue does not affect Russell's future right to
enforce in a court of competent jurisdiction the terms of this
Agreement.
(c) RECORDS, DOCUMENTS, PROPERTY. Upon his execution of this
Agreement, Russell will promptly return to the Company (i) all its
records, correspondence, computer tapes and disks, and documents in
his possession at the time he signs this Agreement, and (ii) all
property of the Company, including corporate credit cards and keys, in
his possession at the time he signs this Agreement. Russell hereby
represents that he has returned, or, within 15 calendar days after the
date of this Agreement, will return to the Company all of its property
in his possession or under his control, including, without limitation,
keys, badges, computer disks, financial information, reports, other
documents and copies of same. Russell understands that these
representations are material, and the Company is relying on these
representations in entering into this Agreement.
8. CONFIDENTIAL INFORMATION.
(a) DEFINITION. Russell recognizes that by virtue of his employment
with the Company, Russell has acquired certain non-public information
with respect to the Company and its operations (the "Confidential
Information"). Russell recognizes and acknowledges that the
Confidential Information constitutes valuable, special and unique
assets of the Company, access to and knowledge of which were essential
to the performance of Russell's duties during his employment.
(b) NON-DISCLOSURE. Russell agrees to hold the Confidential
Information in trust and confidence. Russell agrees not to (i)
directly or indirectly make use of the Confidential Information, (ii)
reveal any Confidential Information to any other party, or (iii)
divulge or use any Confidential Information for any purpose other than
for the benefit of the Company, except and to the extent Russell may
be required to disclose by lawful order or process of a court (in
which event Russell will provide reasonable advance notice of such
disclosure to the Company and will cooperate with the Company's
efforts to obtain protective treatment for such information).
9. NON-DISPARAGEMENT. Except to enforce the parties rights in
accordance with Section 12 of this Agreement, each party further agrees that it
or he will not, and the Company agrees that its officers and directors shall not
disparage, criticize, or make negative comments about the other or its or his
officers, directors, employees, suppliers or customers and will not do anything
to harm the other or its or his business or to interfere with the other's
relations with its or his employees, suppliers or customers. Notwithstanding the
foregoing, the parties agree that any statements made that are consistent with
the press release issued by the Company on the date hereof shall not violate
their respective obligations under this Section 9 of the Agreement. A copy of
the press release is attached as Exhibit B to this Agreement.
10. ASSISTANCE WITH CLAIMS INVOLVING OR BY THE COMPANY. In
consideration of the consideration provided to Russell under Section 2 above,
Russell agrees that, at anytime hereafter, he will make himself reasonably
available to the Company (consistent with any obligations Russell may have to
any future employer or business in which he engages) for consultation (including
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appearance as a witness for the Company) regarding the Company's past operations
or any pending or future lawsuits involving or by the Company or its affiliates
where Russell has or may have knowledge of the underlying facts. Russell shall
be reimbursed by the Company for reasonable travel expenses incurred in
providing such assistance. In addition, Russell will not voluntarily aid,
assist, or cooperate with any actual or potential claimants or plaintiffs or
their attorneys or agents in any claims or lawsuits proposed to be asserted,
pending or commenced on the date hereof or in the future against the Company or
its affiliates; PROVIDED, HOWEVER, that nothing in this Agreement will be
construed to prevent Russell from testifying at an administrative hearing, a
deposition, or in court in response to a lawful subpoena in any litigation or
proceeding involving the Company.
11. INDEMNIFICATION. Russell will be entitled, as a former employee or
officer or director of the Company, to the same rights as are afforded to senior
executive officers or directors of the Company now or in the future, to
indemnification and advancement of expenses provided in the charter documents of
the Company, or under applicable law, and to coverage and a legal defense under
any applicable general liability and/or directors' and officers' liability
insurance policies maintained by the Company.
12. ARBITRATION.
(a) NOTICE AND SELECTION OF ARBITRATOR. The parties agree that any
dispute arising under this Agreement, other than an action at law or
in equity by the Company to seek damages for or to seek injunctive
relief against Russell for a violation of any provision of Sections 7
and 8, shall be submitted to arbitration before a disinterested
arbitrator. Arbitration shall be commenced by service on the other
party to the dispute by a written request for arbitration, containing
a brief description of the matter at issue and the names and addresses
of three arbitrators acceptable to the petitioner. The other party
shall within thirty (30) days following receipt of such notice either
select one of the proposed arbitrators or provide the names and
addresses of three other arbitrators acceptable to the proposing
party. If the parties are unable to agree to the selection of an
arbitrator, the arbitrator shall be chosen impartially by the American
Arbitration Association. The arbitration shall take place in
Minneapolis, Minnesota if initiated by Russell and, if initiated by
the Company in Chicago, Illinois.
(b) RULES OF PROCEEDING. Arbitration proceedings shall be
conducted under the commercial rules then prevailing of the American
Arbitration Association. The arbitrator shall not be bound to any
formal rules of evidence or procedure, and may consider such matters
as a reasonable business person would take into account in
decision-making.
(c) DECISION FINAL AND BINDING. The decision of the arbitrator
shall be final and binding on the parties, and may be entered and
enforced in any court of competent jurisdiction.
(d) EXPENSES. The expenses of the arbitrator and other arbitration
expenses shall be paid by the party who does not prevail in whole or
significant part (the "prevailing party"). Attorney fees, witness fees
and other expenses incurred by the prevailing party in preparing for
or presenting that party's case in the arbitration are "arbitration
expenses" for purposes of this Section 12(d). The decision of the
arbitrator
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shall include a determination as to the party which is the prevailing
party and the arbitration expenses to be paid by the non-prevailing
party.
13. ADVICE TO CONSULT WITH AN ATTORNEY. Russell understands and
acknowledges that he is being advised by the Company to consult with an attorney
prior to signing this Agreement. Russell represents that he has consulted with
an attorney to the extent that he thinks appropriate. Russell has not relied on
any explanations, statements or promises made by the Company or its agents or
attorneys other than as set forth in this Agreement.
14. CONFIDENTIALITY.
(a) TERMS OF AGREEMENT. Russell and the Company agree that neither
of them shall reveal or publicize the existence of this Agreement or
its terms, except under compulsion of law and as required under the
rules and regulations of the Securities and Exchange Commission
("SEC"). Russell acknowledges that a copy of this Agreement will be
filed as an exhibit to a filing made by the Company with the SEC and
that a description of compensation paid or to be paid to him under
this Agreement will be included in the Company's proxy statement.
Notwithstanding the provisions of this Section 14(a), the parties may
discuss the existence and terms of this Agreement with their
respective attorneys, accountants and financial advisors to the extent
necessary to obtain counsel and advice therefrom. Russell may also
discuss the existence and terms of this Agreement with his spouse.
(b) EMPLOYMENT REFERENCES. In the event a prospective employer
contacts the Company for an employment reference with respect to
Russell, the Company shall not provide any information relating to
Russell or his employment history or performance with the Company
except through such persons as Russell may from time to time designate
in writing to the Company.
15. COSTS. Except as provided in Sections 2(m) and 12(d) of this
Agreement, each party shall bear its own costs and expenses incurred in
connection with the negotiation of this Agreement and the preparation of this
Agreement.
16. NO ADMISSION. Russell agrees that neither this Agreement nor the
furnishing of the consideration for this Agreement shall be deemed or construed
at any time for any purpose as an admission by the Company of any liability or
unlawful conduct of any kind.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and understanding between the Company and Russell concerning Russell's
separation from the Company, and supersedes and replaces any and all prior
agreements and understandings concerning Russell's relationship with the Company
and his compensation by the Company.
18. SEVERABILITY. In the event any one or more of the provisions of
this Agreement becomes or is declared by a court or other tribunal of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.
19. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the parties hereto, with the full intent
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of releasing all claims, except the rights of the Company and Russell under this
Agreement. The parties represent that they have read this Agreement, they
understand the terms and consequences of this Agreement and of the releases it
contains, and they are fully aware of the legal and binding effect of this
Agreement.
20. GOVERNING LAW. This Agreement will be construed and interpreted in
accordance with the laws of the State of Minnesota.
21. BINDING EFFECT. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective personal representatives,
estates, heirs, successors or assigns.
22. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the respective parties hereto have executed this
Agreement on the day and year written below their respective signatures to this
Agreement.
ALLETE, INC.
By: /s/David G. Gartzke
-----------------------------------
David G. Gartzke, President
Dated as of August 28, 2001
/s/Edwin L. Russell
---------------------------------------
Edwin L. Russell
Dated as of August 28, 2001
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EXHIBIT A
Board of Directors
ALLETE, Inc.
30 West Superior Street
Duluth, MN 55802
Ladies and Gentlemen:
Pursuant to Section 1 of my Retirement Agreement with ALLETE, Inc. (the
"Company") dated August 28, 2001, I hereby submit my resignation, effective
August 28, 2001, from my position as Chairman, President and Chief Executive
Officer of the Company, from my membership on the Company's Board of Directors,
from any and all other positions held by me with the Company, except as an
employee, or any of its subsidiaries or affiliates and any positions as
fiduciary or trustee of any Company benefit plan. I hereby submit my resignation
from my sole remaining position as an employee of the Company, effective at
midnight on August 31, 2001.
Sincerely,
---------------------------------------------
Edwin L. Russell
EXHIBIT B
PRESS RELEASE
ALLETE ANNOUNCES NEW LEADERSHIP
David G. Gartzke to Succeed Edwin L. Russell as President
DULUTH, MINN - AUGUST XX, 2001 - ALLETE, Inc. (NYSE:ALE) today announced that
David G. Gartzke, the company's senior vice president of finance and chief
financial officer, has been named president and elected to ALLETE's board of
directors. Gartzke succeeds Edwin L. Russell, who is stepping down as ALLETE's
president, CEO and chairman. He has held those positions since 1996.
"It has been a great opportunity to bring ALLETE to this strong plateau," said
Russell. "I have been thinking about transition over the summer and with the
Company in excellent shape and with a talented management team in place, now is
a good time to do it. After six years it's Dave Gartzke's turn at bat and I wish
him every success in his new role and responsibilities. We have worked closely
together and I know his skills and insight will serve ALLETE well."
"I am honored and excited to lead this company and eager to build on ALLETE's
record of strong growth, diversification and stability," Gartzke said. "Above
all, I am committed to finding new ways to maximize shareholder value by closely
evaluating the strategic value of the company's assets, including ways to
reposition those assets."
"We want to thank Ed for how the Company has been successfully transformed into
a multi-services business and welcome David in his new role," said Nick Smith,
chairman of the executive committee of ALLETE's board of directors. "We are
confident that David's intimate understanding and his proven strategic
creativity, vision and leadership, will help further build a company whose
assets are fully valued by Wall Street.
ALLETE will conduct a conference call at 9 a.m. eastern standard time August 2X,
2001. To access the call...
ABOUT ALLETE
ALLETE, Inc., is a multi-services company with corporate headquarters in Duluth,
Minnesota. ALLETE holdings include the second largest wholesale automobile
auction network in North America; the leading provider of independent auto
dealer inventory financing; the largest investor-owned water utilities in
Florida and North Carolina; significant real estate holdings in Florida and a
low-cost electric utility that serves some of the largest industrial customers
in the United States.
SAFE HARBOR STATEMENT UNDER THE SECURITIES REFORM ACT OF 1995
The statements contained in this release and statements that ALLETE may make
orally in connection with this release that are not historical facts are
forward-looking statements.
Actual results may differ materially from those projected in the forward-looking
statements. These forward-looking statements involve risk and uncertainties and
investors are directed to the risk discussed in the documents filed by ALLETE
with the Securities and Exchange Commission.
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