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                                                                   EXHIBIT 10(a)

                                  ALLETE, INC.
                      DIRECTOR COMPENSATION TRUST AGREEMENT

                           EFFECTIVE OCTOBER 11, 2004
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                                TABLE OF CONTENTS

                                                                            PAGE

Section 1     Establishment of Trust                                           3

Section 2     Payments to Plan Participants and Their Beneficiaries            5

Section 3     Trustee Responsibility Regarding Payments to Trust
              Beneficiary When Company is Insolvent                            6

Section 4     Payments to the Company                                          7

Section 5     Investment Authority                                             7

Section 6     Disposition of Income                                            9

Section 7     Accounting by Trustee                                            9

Section 8     Responsibility of Trustee                                        9

Section 9     Compensation and Expenses of Trustee                            10

Section 10    Resignation and Removal of Trustee                              10

Section 11    Appointment of Successor                                        10

Section 12    Amendment or Termination                                        11

Section 13    Miscellaneous                                                   11

Section 14    Effective Date                                                  12


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           TRUST UNDER THE ALLETE DIRECTOR COMPENSATION DEFERRAL PLAN


This Agreement effective as of this 11th day of October, 2004, by and between
ALLETE, Inc. ("Company") and Marshall & Ilsley Trust Company N.A. ("Trustee");

WHEREAS, Company has adopted a non-qualified deferred compensation plan for its
non-employee directors known as the ALLETE Director Compensation Deferral Plan
("Plan");

WHEREAS, Company has incurred or expects to incur liability under the terms of
such Plan with respect to the individuals participating in such Plan;

WHEREAS, Company wishes to establish a trust (hereinafter called "Trust") and to
contribute to the Trust assets that shall be held therein, subject to the claims
of Company's creditors in the event of Company's Insolvency, as herein defined,
until paid to Plan participants and their beneficiaries in such manner and at
such time as specified in the Plan;

WHEREAS, it is the intention of the parties that this Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plan as an unfunded
plan maintained for the purpose of providing deferred compensation for a select
group non-employee directors of ALLETE, Inc.;

WHEREAS, it is the intention of the Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:

     Section 1.     ESTABLISHMENT OF TRUST.

             (a) Company hereby deposits with Trustee in trust Ten Dollars
                 ($10.00), which shall become the principal of the Trust to be
                 held, administered and disposed of by Trustee as provided in
                 this Trust Agreement.

             (b) Except as provided elsewhere herein, the Trust hereby
                 established shall be irrevocable.

             (c) The Trust is intended to be a grantor trust, of which Company
                 is the grantor, within the meaning of subpart E, part I,
                 subchapter J, chapter 1, subtitle A of the Internal Revenue
                 Code of 1986, as amended, and shall be construed accordingly.

             (d) The principal of the Trust, and any earnings thereon shall be
                 held separate and apart from other funds of the Company and
                 shall be used exclusively for the uses and purposes of Plan
                 participants and general creditors as herein set forth. Plan
                 participants and their beneficiaries shall have no preferred
                 claim on, or any beneficial ownership interest in, any assets
                 of the Trust. Any rights created under the Plan and this Trust
                 Agreement shall be mere unsecured contractual rights of Plan
                 participants and their beneficiaries against the Company. Any
                 assets held by the Trust will be subject to the claims of the
                 Company's general creditors under federal and state law in the
                 event of Insolvency, as defined in Section 3(a) herein.


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             (e) Company, in its sole discretion, may at any time, or from time
                 to time, make additional deposits of cash or other property in
                 trust with Trustee to augment the principal to be held,
                 administered and disposed of by Trustee as provided in this
                 Trust Agreement. Neither Trustee nor any Plan participant or
                 beneficiary shall have any right to compel such additional
                 deposits.

             (f) After a Change in Control described in Section 1(f)(1) the
                 following shall occur with respect to the Trust. The assets
                 shall be held for participants who had benefit rights under the
                 Plan for which the Trust was created before the Change in
                 Control occurred (the "previous participants"). If the Company
                 makes further contributions for benefits owed to participants
                 under the Plan who first become participants after the change
                 in control, other than contributions for previous participants,
                 such contributions and any insurance contracts or other assets
                 purchased with such contributions shall be held in a new
                 subtrust separate from any existing subtrust for previous
                 participants. The subtrust for previous participants shall be a
                 separate subtrust, and shall cover all the benefits provided by
                 the Plan for a previous participant, including benefits accrued
                 after the Change in Control, and additional contributions made
                 after the Change in Control.

                    (1) A "Change in Control" shall be deemed to have occurred
                        as of the first day that any one or more of the
                        following conditions shall have been satisfied:
                        a. The commencement of proceedings for dissolution or
                           liquidation of the Company;
                        b. A reorganization, merger or consolidation of the
                           Company with one or more unrelated corporations, as a
                           result of which the Company is not the surviving
                           corporation;
                        c. The sale, exchange, transfer or other disposition of
                           shares of the common stock of the Company (or shares
                           of the stock of any person that is a shareholder of
                           the Company) in one or more transactions, related or
                           unrelated, to one or more Persons unrelated to the
                           Company if, as a result of such transactions, any
                           Person (or any Person and its affiliates) owns more
                           than twenty percent (20%) of the voting power of the
                           outstanding common stock of the Company;
                        d. A reorganization, merger or consolidation of the
                           Company with one or more unrelated corporations, if
                           immediately after the consummation of such
                           transactions less than a majority of the board of
                           directors of the surviving corporation is comprised
                           of Continuing Directors. The Continuing Directors
                           shall mean (i) each member of the Board of Directors
                           of the Company, while such person is a member of the
                           Board, who is not the other party to the transaction,
                           as Affiliate or Associate (as these terms are defined
                           in the Exchange Act) of such other party to the
                           transactions, or a representative of such other party
                           or of any such Affiliate or Associate, and was a
                           member of the Board immediately prior to the initial
                           public announcement of a proposal relating to a
                           reorganization, merger or consolidation involving
                           such other party, or an Affiliate or Associate of
                           such other party of (ii) any person who subsequently
                           becomes a member of the Board, while such person is a
                           member of the Board,


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                           who is not the other party to the transaction, or an
                           Affiliate or Associate thereof, or a representative
                           of such other party to the transaction or of any such
                           Affiliate or Associate if such person's nomination
                           for election to the Board is recommended or approved
                           by two-thirds of the Continuing Directors then in
                           office:

                        e. The sale of all or substantially all the assets of
                           the Company. The distribution by the Company to its
                           shareholders of all of its shares of common stock of
                           ADESA, Inc., representing its residual interest in
                           ADESA, Inc., following ADESA, Inc.'s Initial Public
                           Offering, however, shall not be a Change in Control
                           of the Company.

                        Notwithstanding the above, a Change in Control of the
                        Company shall not occur as a result of the distribution
                        by the Company to its shareholders of all of its shares
                        of common stock of ADESA, Inc., representing a residual
                        interest in ADESA, Inc., following ADESA, Inc.'s initial
                        public offering.

                        As used herein, the term Person shall have the meaning
                        ascribed to such term in Section 3(a)(9) of the Exchange
                        Act, as used in Sections 13(d) and 14(d) thereof
                        including usage in the definition of a "group" in
                        Section 13(d) thereof.

                    (2) The Company shall give written notice to the Trustee of
                        any impending or actual Change of Control of the
                        Company. Only if and when Trustee shall receive such
                        notice the Trustee shall hold, administer, distribute
                        and enforce the terms of this Trust pursuant to the
                        terms of this Section. Alternatively, three members of
                        the Board of Directors may advise the Trustee of a
                        change in control.

     Section 2.     PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

     (a) In the event the Trust makes payments to Plan participants or their
         beneficiaries, the Company shall deliver to Trustee a schedule (the
         "Payment Schedule") that indicates the amounts payable in respect of
         each Plan participant (and his or her beneficiaries), that provides a
         formula or other instructions acceptable to Trustee for determining the
         amounts so payable, the form in which such amount is to be paid (as
         provided for or available under the Plan), and the time of commencement
         for payment of such amounts. Except as otherwise provided herein,
         Trustee shall make payments to the Plan participants and their
         beneficiaries in accordance with such Payment Schedule. The Trustee
         shall make provision for the reporting and withholding of any federal,
         state or local taxes that may be required to be withheld with respect
         to the payment of benefits pursuant to the terms of the Plan and shall
         pay amounts withheld to the appropriate taxing authorities or determine
         that such amounts have been reported, withheld and paid by Company.

     (b) The entitlement of a Plan participant or his or her beneficiaries to
         benefits under the Plan shall be determined by Company or such party as
         it shall designate under the Plan, and any claim for such benefits
         shall be considered and reviewed under the procedures set out in the
         Plan.


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             (c) Company may make payment of benefits directly to Plan
                 participants or their beneficiaries as they become due under
                 the terms of the Plan. Company shall notify Trustee of its
                 decision to make payment of benefits directly prior to the time
                 amounts are payable to participant or their beneficiaries. In
                 addition, if the principal of the Trust, and any earnings
                 thereon, are not sufficient to make payments of benefits in
                 accordance with the terms of the Plan, Company shall make the
                 balance of each such payment as it falls due. Trustee shall
                 notify Company where principal and earnings are not sufficient.

     Section 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY
                 WHEN COMPANY IS INSOLVENT.

             (a) Trustee shall cease payment of benefits to Plan participants
                 and their beneficiaries if the Company is Insolvent. Company
                 shall be considered "Insolvent" for purposes of this Trust
                 Agreement if (i) Company is unable to pay its debts as they
                 become due, (ii) Company is subject to a pending proceeding as
                 a debtor under the United States Bankruptcy Code, or (iii)
                 Company is determined to be insolvent by any state or federal
                 regulatory authority.

             (b) At all times during the continuance of this Trust, as provided
                 in Section 1(d) hereof, the principal and income of the Trust
                 shall be subject to claims of general creditors of the Company
                 under federal and state law as set forth below.

                    (1) The Board of Directors and the Chief Executive Officer
                        of the Company shall have the duty to inform Trustee in
                        writing of Company's Insolvency. If a person claiming to
                        be a creditor of Company alleges in writing to Trustee
                        that Company has become Insolvent, Trustee shall
                        determine whether Company is Insolvent and, pending such
                        determination, Trustee shall discontinue payment of
                        benefits to Plan participants or their beneficiaries.

                    (2) Unless Trustee has actual knowledge of Company's
                        Insolvency, or has received notice from Company or a
                        person claiming to be a creditor alleging that Company
                        is Insolvent, Trustee shall have no duty to inquire
                        whether Company is Insolvent. Trustee may in all events
                        rely on such evidence concerning Company's solvency as
                        may be furnished to Trustee and that provides Trustee
                        with a reasonable basis for making a determination
                        concerning Company's solvency.

                    (3) If at any time Trustee has determined that Company is
                        Insolvent, Trustee shall discontinue payments to Plan
                        participants or their beneficiaries and shall hold the
                        assets of the Trust for the benefit of Company's general
                        creditors. Nothing in this Trust Agreement shall in any
                        way diminish any rights of Plan participants or their
                        beneficiaries to pursue their rights as general
                        creditors of Company with respect to benefits due under
                        the Plan or otherwise.

                    (4) Trustee shall resume the payment of benefits to Plan
                        participants or their beneficiaries in accordance with
                        Section 2 of this Trust Agreement only after


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                        Trustee has determined that Company is not Insolvent (or
                        is no longer Insolvent).

             (c) Provided that there are sufficient assets, if Trustee
                 discontinues the payment of benefits from the Trust pursuant to
                 Section 3(b) hereof and subsequently resumes such payments, the
                 first payment following such discontinuance shall include the
                 aggregate amount of all payments due to Plan participants or
                 their beneficiaries under the terms of the Plan for the period
                 of such discontinuance, less the aggregate amount of any
                 payments made to Plan participants or their beneficiaries by
                 Company in lieu of the payments provided for hereunder during
                 any such period of discontinuance.

     Section 4.     PAYMENTS TO THE COMPANY.

             (a) Except as provided in Section 3 and Section 4(b) and (c)
                 hereof, Company shall have no right or power to direct Trustee
                 to return to the Company or to divert to others any of the
                 Trust assets before all payment of benefits have been made to
                 Plan participants and their beneficiaries pursuant to the terms
                 of the Plan.

             (b) The Company shall have the right at anytime, and from time to
                 time in its sole discretion, to substitute assets of equal fair
                 market value for any asset held by the Trust. This right is
                 exercisable by Company in a nonfiduciary capacity without the
                 approval or consent of any person in a fiduciary capacity.

             (c) In the event the Trust shall have Excess Assets credited to its
                 account hereunder, the Board of Directors, at its option, may
                 direct the Trustee to return to the Company that part of the
                 assets equal to such Excess Assets. As used herein, the term
                 "Excess Assets" are assets credited to the account exceeding
                 one-hundred percent of the present value of the benefits due
                 participants in the Plan. The determination of the existence of
                 Excess Assets shall be solely the responsibility of the Company
                 and Trustee shall be fully protected and indemnified for any
                 return of assets pursuant to this Section 4(c).

     Section 5.     INVESTMENT AUTHORITY.

             (a) Trustee may invest in securities (including stock or rights to
                 acquire stock) or obligations issued by Company. All rights
                 associated with assets of the Trust shall be exercised by
                 Trustee at the direction of the Company or the person
                 designated thereby as Administrator ("designee"), and shall in
                 no event be exercisable by or rest with Plan participant.

             (b) In addition to the general investment powers set forth above in
                 this Section 5, the following provisions shall apply:

                    (i.) Investment Guidelines and Directives. The Trustee shall
                         manage, acquire, or dispose of the assets of the Trust
                         in accordance with this Agreement and the directions of
                         the Company or its designee. To the extent permitted by
                         law, the Trustee shall not be liable for any investment
                         made pursuant to the Company's or its designee's
                         direction.


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                    (ii.) Trustee Powers. The Trustee shall have the following
                          powers, rights and duties subject to the Section 8 and
                          the other provisions of this Trust Agreement:

                             (A) To receive and hold all contributions paid to
                                 it by the Company; provided, however, that the
                                 Trustee shall have no duty to require any
                                 contributions to be made to it;

                             (B) To effectuate the written investment
                                 instructions given by the Company or its
                                 designee without regard to any law now or
                                 hereafter in force limiting investments of
                                 fiduciaries;

                             (C) To retain in the Trust for investment, any
                                 property deposited by the Trustee hereunder;

                             (D) To have the authority to invest and reinvest
                                 assets of the Trust in shares of common or
                                 preferred stock, bonds, notes, debentures,
                                 short-term securities, partnerships, mutual
                                 funds (including any such fund from which the
                                 Trustee or any affiliate thereof receives an
                                 investment management fee or any other fee),
                                 common Trust funds, and other property, real or
                                 personal, of any kind; to purchase and sell
                                 "put" or "call" options on publicly traded
                                 securities; and to acquire, hold, manage,
                                 operate, sell, contract to sell, grant options
                                 with respect to, convey, exchange, transfer,
                                 abandon, lease, manage, and otherwise deal with
                                 respect to assets of the Trust;

                             (E) To acquire, hold or dispose of insurance or
                                 annuity contracts as directed by the Company or
                                 its designee;

                             (F) To borrow from anyone such amount or amounts of
                                 money necessary to carry out the purpose of
                                 this Trust and for that purpose to mortgage or
                                 pledge all or any part of the Trust;

                             (G) To retain in the Trust for investment or
                                 pending distributions, any portion of the Trust
                                 in cash deemed appropriate by the Trustee,
                                 notwithstanding that Trustee or any affiliate
                                 thereof may accrue interest on such amounts;

                             (H) To establish accounts in any affiliate of the
                                 Trustee and in such other banks and financial
                                 institutions as the Trustee deems appropriate
                                 to carry out the purposes of the Trust;

                             (I) To deposit securities with a clearing
                                 corporation as defined in Article Eight of the
                                 Uniform Commercial Code; to hold the
                                 certificates representing securities, including
                                 those in bearer form, in bulk form with, and to
                                 merge such certificates into, certificates of
                                 the same class of the same issuer which
                                 constitutes assets of other accounts or owners,
                                 without certification as to the ownership
                                 attached; and to utilize a book-entry system
                                 for the transfer or pledge of securities held
                                 by the Trustee or by a clearing corporation,

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                                 provided that the records of the Trustee shall
                                 indicate the actual ownership of the securities
                                 and other property of the Trust Fund.

                             (J) To participate in and use the Federal
                                 book-entry Account system, a service provided
                                 by the Federal Reserve Bank for its member
                                 banks for deposit of Treasury securities.

                             (K) To hold securities or property in the name of
                                 the Trustee or its nominee or nominees or in
                                 such other form as it determines best with or
                                 without disclosing the Trust relationship,
                                 providing the records of the Trust shall
                                 indicate the actual ownership of such
                                 securities or other property.

     Section 6.     DISPOSITION OF INCOME.

     (a) During the Term of this Trust, all income received by the Trust, net
         expenses and taxes, shall be accumulated and reinvested.

     Section 7.     ACCOUNTING BY TRUSTEE.

     (a) Trustee shall keep accurate and detailed records of all investments,
         receipts, disbursements, and all other transactions required to be
         made, including such specific records as shall be agreed upon in
         writing between Company and Trustee. Within 60 days following the close
         of each calendar year and within 60 days after the removal or
         resignation of Trustee, Trustee shall deliver to Company a written
         account of its administration of the Trust during such year or during
         the period from the close of the last preceding year to the date of
         such removal or resignation, setting forth all investments, receipts,
         disbursements and other transactions effected by it, including a
         description of all securities and investments purchased and sold with
         the cost or net proceeds of such purchases or sales (accrued interest
         paid or receivable being shown separately), and showing all cash,
         securities and other property held in the Trust at the end of such year
         or as of the date of such removal or resignation, as the case may be.

     Section 8.     RESPONSIBILITY OF TRUSTEE.

     (a) Trustee shall act with the care, skill, prudence and diligence under
         the circumstances then prevailing that a prudent person acting in like
         capacity and familiar with such matters would use in the conduct of an
         enterprise of a like character and with like aims, provided however,
         that Trustee shall incur no liability to any person for any action
         taken pursuant to a direction, request or approval given by Company
         which is contemplated by, and in conformity with, the terms of the Plan
         or this Trust and is given in writing (or any other mutually acceptable
         form) by Company. In the event of a dispute between Company and a
         party, Trustee may apply to a court of competent jurisdiction to
         resolve the dispute.

     (b) If Trustee undertakes or defends any litigation arising in connection
         with this Trust, Company agrees to indemnify Trustee against Trustee's
         costs, expenses and liabilities (including, without limitation,
         attorneys' fees and expenses) relating thereto and to be primarily
         liable for such payments. If Company does not pay such costs, expenses
         and liabilities in a reasonable timely manner, Trustee may obtain
         payment from the Trust.


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     (c) Trustee may consult with legal counsel (who may also be counsel for
         Company generally) with respect to any of its duties or obligations
         hereunder.

     (d) Trustee may hire agents, accountants, actuaries, investment advisors,
         financial consultants or other professionals to assist it in performing
         any of its duties or obligations hereunder.

     (e) Trustee shall have, without exclusion, all powers conferred on trustees
         by applicable law, unless expressly provided otherwise herein, provided
         however, that if an insurance policy is held as an asset of the Trust,
         Trustee shall have no power to name a beneficiary of the policy other
         than the Trust, to assign the policy (as distinct from conversion of
         the policy to a different form) other than to a successor Trustee, or
         to loan to any person the proceeds of any borrowing against such
         policy.

     (f) However, notwithstanding the provisions of Section 8(e) above, Trustee
         may loan to Company the proceeds of any borrowing against an insurance
         policy held as an asset of the Trust.

     (g) Notwithstanding any powers granted to Trustee pursuant to this Trust
         Agreement or to applicable law, Trustee shall not have any power that
         could give this Trust the objective of carrying on a business and
         dividing the gains therefrom, within the meaning of section 301.7701-2
         of the Procedures and Administrative Regulations promulgated pursuant
         to the Internal Revenue Code.

     Section 9.     COMPENSATION AND EXPENSES OF TRUSTEE.

     (a) Company shall pay all administrative and Trustee's fees and expenses.
         If not so paid, the fees and expenses shall be paid from the Trust.

     Section 10.    RESIGNATION AND REMOVAL OF TRUSTEE.

     (a) Trustee may resign at any time by written notice to Company, which
         shall be effective 60 days after receipt of such notice unless Company
         and Trustee agree otherwise.

     (b) Trustee may be removed by Company on 60 days notice or upon shorter
         notice accepted by Trustee.

     (c) Upon resignation or removal of Trustee and appointment of a successor
         Trustee, all assets shall subsequently be transferred to the successor
         Trustee. The transfer shall be completed within 60 days after receipt
         of notice of resignation, removal or transfer, unless Company extends
         the time limit.

     (d) If Trustee resigns or is removed, a successor shall be appointed, in
         accordance with Section 11 hereof, by the effective date or resignation
         or removal under paragraphs (a) or (b) of this section. If no such
         appointment has been made, Trustee may apply to a court of competent
         jurisdiction for appointment of a successor or for instructions. All
         expenses of Trustee in connection with the proceeding shall be allowed
         as administrative expenses of the Trust.

     Section 11.    APPOINTMENT OF SUCCESSOR


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     (a) If Trustee resigns or is removed in accordance with Section 10(a) or
         (b) hereof, Company may appoint any third party, such as a bank trust
         department or other party that may be granted corporate trustee powers
         under state law, as a successor to replace Trustee upon resignation or
         removal. The appointment shall be effective when accepted in writing by
         the new Trustee, who shall have all of the rights and powers of the
         former Trustee, including ownership rights in the Trust assets. The
         former Trustee shall execute any instrument necessary or reasonably
         requested by Company or the successor Trustee to evidence the transfer.

     (b) The successor Trustee need not examine the records and acts of any
         prior Trustee and may retain or dispose of existing Trust assets,
         subject to Sections 7 and 8 hereof. The successor Trustee shall not be
         responsible for and Company shall indemnify and defend the successor
         Trustee from any claim or liability resulting from any action or
         inaction of any prior Trustee or from any other past event, or any
         condition existing at the time it becomes successor Trustee.

     Section 12.    AMENDMENT OR TERMINATION.

     (a) This Trust Agreement may be amended by a written instrument executed by
         Trustee and Company. Notwithstanding the foregoing, no such amendment
         shall conflict with the terms of the Plan or shall make the Trust
         revocable after it has become irrevocable in accordance with Section
         1(b) hereof.

     (b) The Trust shall not terminate until the date on which Plan participants
         and their beneficiaries are no longer entitled to benefits pursuant to
         the terms of the Plan. Upon termination of the Trust, any assets
         remaining in the Trust shall be returned to Company.

     (c) Upon written approval of participants or beneficiaries entitled to
         payment of benefits pursuant to the terms of the Plan, Company may
         terminate this Trust prior to the time all benefits payments under the
         Plan have been made. All assets in the Trust at termination shall be
         returned to Company.

     Section 13.    MISCELLANEOUS.

     (a) Any provision of this Trust Agreement prohibited by law shall be
         ineffective to the extent of any such prohibition, without invalidating
         the remaining provisions hereof.

     (b) Benefits payable to Plan participants and their beneficiaries under
         this Trust Agreement may not be anticipated, assigned (either at law or
         in equity), alienated, pledged, encumbered or subjected to attachment,
         garnishment, levy, execution or other legal or equitable process.

     (c) This Trust Agreement shall be governed by and construed in accordance
         with the laws of the State of Minnesota.


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     Section 14.    EFFECTIVE DATE.

     The effective date of this Trust Agreement shall be October 11, 2004.

     IN WITNESS WHEREOF, the Company and Trustee have caused this Agreement to
     be duly executed on the date indicated below first above written.

     ALLETE, INC.

     By:     /s/ Randal D. Carter
             ----------------------------
     Title:  Manager, Executive Compensation and Employee Benefits
             ----------------------------
     Attest: /s/ Cindy Lundgren
             ----------------------------
     Title:  Executive Secretary
             ----------------------------


     MARSHALL & ILSLEY TRUST COMPANY N.A.


     By:     /s/ Michael C. Wieber
             ----------------------------
     Title:  V.P.
             ----------------------------
     Attest: /s/ Scott D. Siebert
             ----------------------------
     Title:  A.V.P.
             ----------------------------


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