Exhibit 4(g)
[Clearing Agency Legend]
Certificate Number Number of Preferred Securities
P- CUSIP NO.
Certificate Evidencing Preferred Securities
of
MP&L CAPITAL I
% Quarterly Income Preferred Securities
(liquidation amount $25 per Preferred Security)
MP&L Capital I, a statutory business trust created
under the laws of the State of Delaware (the "Trust"), hereby
certifies that (the "Holder") is the registered
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owner of ( ) preferred securities of the Trust
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representing an undivided beneficial interest in the assets of
the Trust and designated the MP&L Capital I % Quarterly
Income Preferred Securities (liquidation amount $25 per Preferred
Security) (the "Preferred Securities"). The Preferred Securities
are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as
provided in Section 5.04 or 5.11 of the Trust Agreement (as
defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and
the Preferred Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of
, 1996, as the same may be amended from time to time
(the "Trust Agreement"). The holder of this certificate is
entitled to the benefits of the Guarantee Agreement of Minnesota
Power & Light Company, a Minnesota corporation, and The Bank of
New York, as guarantee trustee, dated as of ,
1996 (the "Guarantee") to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee to
the holder of this certificate without charge upon written
request to the Trust at its principal place of business or
registered office.
Upon receipt of this certificate, the holder of this
certificate is bound by the Trust Agreement and is entitled to
the benefits thereunder.
IN WITNESS WHEREOF, one of the Administrative Trustees
of the Trust has executed this certificate for and on behalf of
the Trust.
Dated:
MP&L CAPITAL I
By:
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not in his (her) individual
capacity, but solely as
Administrative Trustee
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and
transfers this Preferred Security to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
of the Preferred Securities represented by this Preferred
Securities Certificate and irrevocably appoints
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attorney to transfer such Preferred Securities Certificate on the
books of the Trust. The attorney may substitute another to act
for him or her.
Date:__________________
Signature:________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)
Signature:________________________
(Sign exactly as your name appears on the other side of this
Preferred Securities Certificate)