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,  Deborah A. Amberg,  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/ Deborah A. Amberg
                                           -------------------------------------