Exhibit 10.1

MASTER SEPARATION AGREEMENT        between        ALLETE, INC.        and        ADESA, INC.

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TABLE OF CONTENTS

|ARTICLE I    SEPARATION                                                 |              | 1 
|----------------------------------------------------------------------- | ------------ | --
|                                                                        | Section 1.1  |   
|ARTICLE II    DOCUMENTS AND ITEMS TO BE DELIVERED ON THE EFFECTIVE DATE |              | 1 
|                                                                        | Section 2.1  |   
|                                                                        | Section 2.2  |   
|ARTICLE III    THE IPO AND ACTIONS PENDING THE IPO; DISTRIBUTION        |              | 2 
|                                                                        | Section 3.1  |   
|                                                                        | Section 3.2  |   
|                                                                        | Section 3.3  |   
|                                                                        | Section 3.4  |   
|                                                                        | Section 3.5  |   
|                                                                        | Section 3.6  |   
|ARTICLE IV    COVENANTS AND OTHER MATTERS                               |              | 4 
|                                                                        | Section 4.1  |   
|                                                                        | Section 4.2  |   
|                                                                        | Section 4.3  |   
|                                                                        | Section 4.4  |   
|                                                                        | Section 4.5  |   
|                                                                        | Section 4.6  |   
|                                                                        | Section 4.7  |   
|                                                                        | Section 4.8  |   
|                                                                        | Section 4.9  |   
|                                                                        | Section 4.10 |   
|                                                                        | Section 4.11 |   
|                                                                        | Section 4.12 |   
|                                                                        | Section 4.13 |   
|                                                                        | Section 4.14 |   
|ARTICLE V    REGISTRATION RIGHTS                                        |              | 15
|                                                                        | Section 5.1  |   
|                                                                        | Section 5.2  |   
|                                                                        | Section 5.3  |   
|                                                                        |              |   

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|                                               | Section 5.4  |    | BLACKOUT PERIOD                                                                        |  | 19
|---------------------------------------------- | ------------ | -- | -------------------------------------------------------------------------------------- |  | --
|                                               | Section 5.5  |    | SELECTION OF UNDERWRITERS                                                              |  | 19
|                                               | Section 5.6  |    | OBLIGATIONS OF ADESA                                                                   |  | 19
|                                               | Section 5.7  |    | OBLIGATIONS OF SELLING HOLDERS                                                         |  | 21
|                                               | Section 5.8  |    | UNDERWRITING; DUE DILIGENCE                                                            |  | 21
|                                               | Section 5.9  |    | INDEMNIFICATION AND CONTRIBUTION                                                       |  | 22
|                                               | Section 5.10 |    | RULE 144 AND FORM S-3                                                                  |  | 25
|                                               | Section 5.11 |    | HOLDBACK AGREEMENT                                                                     |  | 25
|                                               | Section 5.12 |    | TERM                                                                                   |  | 26
|ARTICLE VI    MUTUAL RELEASES; INDEMNIFICATION |              | 26
|                                               | Section 6.1  |    | RELEASE OF PRE-EFFECTIVE DATE CLAIMS                                                   |  | 26
|                                               | Section 6.2  |    | INDEMNIFICATION BY ADESA                                                               |  | 27
|                                               | Section 6.3  |    | INDEMNIFICATION BY ALLETE                                                              |  | 27
|                                               | Section 6.4  |    | ANCILLARY AGREEMENT LIABILITIES                                                        |  | 27
|                                               | Section 6.5  |    | OTHER AGREEMENTS EVIDENCING INDEMNIFICATION OBLIGATIONS                                |  | 28
|                                               | Section 6.6  |    | REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES                                 |  | 28
|                                               | Section 6.7  |    | PROCEDURES FOR DEFENSE, SETTLEMENT AND INDEMNIFICATION OF THIRD PARTY CLAIMS           |  | 29
|                                               | Section 6.8  |    | ADDITIONAL MATTERS                                                                     |  | 30
|                                               | Section 6.9  |    | SURVIVAL OF INDEMNITIES                                                                |  | 30
|ARTICLE VII    INSURANCE MATTERS               |              | 31
|                                               | Section 7.1  |    | ADESA INSURANCE COVERAGE DURING THE PRE-DISTRIBUTION PERIOD                            |  | 31
|                                               | Section 7.2  |    | COOPERATION; PAYMENT OF INSURANCE PROCEEDS TO ADESA; AGREEMENT NOT TO RELEASE CARRIERS |  | 31
|                                               | Section 7.3  |    | ADESA INSURANCE COVERAGE AFTER THE DISTRIBUTION                                        |  | 32
|                                               | Section 7.4  |    | RESPONSIBILITIES FOR DEDUCTIBLES AND/OR SELF-INSURED OBLIGATIONS                       |  | 32
|                                               | Section 7.5  |    | PROCEDURES WITH RESPECT TO INSURED ADESA LIABILITIES                                   |  | 32
|                                               | Section 7.6  |    | INSUFFICIENT LIMITS OF LIABILITY FOR ALLETE LIABILITIES AND ADESA LIABILITIES          |  | 32
|                                               | Section 7.7  |    | COOPERATION                                                                            |  | 33
|                                               | Section 7.8  |    | NO ASSIGNMENT OR WAIVER                                                                |  | 33
|                                               | Section 7.9  |    | NO LIABILITY                                                                           |  | 33
|                                               | Section 7.10 |    | ADDITIONAL OR ALTERNATE INSURANCE                                                      |  | 33
|                                               |              |    |                                                                                        | 

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|                              | Section 7.11 |    | FURTHER AGREEMENTS                                    |  | 33
|----------------------------- | ------------ | -- | ----------------------------------------------------- |  | --
|ARTICLE VIII    MISCELLANEOUS |              | 33
|                              | Section 8.1  |    | LIMITATION OF LIABILITY                               |  | 33
|                              | Section 8.2  |    | ENTIRE AGREEMENT                                      |  | 33
|                              | Section 8.3  |    | GOVERNING LAW AND JURISDICTION                        |  | 33
|                              | Section 8.4  |    | TERMINATION; AMENDMENT                                |  | 34
|                              | Section 8.5  |    | NOTICES                                               |  | 34
|                              | Section 8.6  |    | COUNTERPARTS                                          |  | 34
|                              | Section 8.7  |    | BINDING EFFECT; ASSIGNMENT                            |  | 35
|                              | Section 8.8  |    | SEVERABILITY                                          |  | 35
|                              | Section 8.9  |    | FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE |  | 35
|                              | Section 8.10 |    | AUTHORITY                                             |  | 35
|                              | Section 8.11 |    | INTERPRETATION                                        |  | 35
|                              | Section 8.12 |    | CONFLICTING AGREEMENTS                                |  | 35
|                              | Section 8.13 |    | THIRD PARTY BENEFICIARIES                             |  | 36
|ARTICLE IX    DEFINITIONS     |              | 36
|                              | Section 9.1  |    | DEFINED TERMS                                         |  | 36

EXHIBITS

|Exhibit A |  | Certificate of Secretary of ALLETE              |  | 
|--------- |  | ----------------------------------------------- |  | 
|Exhibit B |  | Certificate of Secretary of ADESA               |  | 
|Exhibit C |  | Tax Sharing Agreement                           |  | 
|Exhibit D |  | Joint Aircraft Ownership & Management Agreement |  | 
|Exhibit E |  | Employee Matters Agreement                      |  | 
|Exhibit F |  | Tax Plan                                        |  | 

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MASTER SEPARATION AGREEMENT

This Master Separation Agreement (this "Agreement") is dated as of June 4, 2004, 2004, between ALLETE, Inc., a Minnesota corporation
("ALLETE"), and ADESA, Inc., a Delaware corporation ("ADESA," and together with ALLETE, each a "Party," and together, the "Parties"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in Article IX hereof.

RECITALS

WHEREAS,
ALLETE is the beneficial owner of all the issued and outstanding common stock of ADESA;

WHEREAS,
ALLETE, through its wholly-owned subsidiary, ADESA, is engaged in the business of providing wholesale vehicle auctions and related vehicle redistribution services for the
automotive industry in North America as well as short-term inventory financing for used vehicle dealers, as more completely described in the IPO Registration Statement (the "ADESA
Business");

WHEREAS,
the Boards of Directors of ALLETE and ADESA have each determined that it would be appropriate and desirable to separate the ADESA Business from ALLETE by means of the
Distribution;

WHEREAS,
ALLETE and ADESA currently contemplate that ADESA will make an initial public offering ("IPO") of an amount of its common stock pursuant to a registration statement on
Form S-1 pursuant to the Securities Act of 1933, as amended (the "IPO Registration Statement"), that will reduce ALLETE's ownership of ADESA to not less than 80.1%; and

WHEREAS,
the Parties intend in this Agreement, including the Exhibits and Schedules hereto, to set forth the principal arrangements between them regarding the separation of the ADESA
Business from ALLETE;

NOW,
THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, ALLETE and ADESA mutually covenant and agree as follows:

ARTICLE I
SEPARATION

Section 1.1EFFECTIVE DATE.    Unless otherwise provided in this Agreement, or in any agreement to be
executed in connection with this Agreement, the effective time and date of this Agreement shall be the earlier to occur of (i) the Debt Financing Date or (ii) the IPO Date (the
"Effective Date").

ARTICLE II
DOCUMENTS AND ITEMS TO BE
DELIVERED ON THE EFFECTIVE DATE

Section 2.1DOCUMENTS TO BE DELIVERED BY ALLETE.    On the Effective Date ALLETE will deliver to ADESA all
of the following items and agreements:



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Section 2.2DOCUMENTS TO BE DELIVERED BY ADESA.    On the Effective Date ADESA will deliver, or will cause
its appropriate Subsidiaries to deliver, to ALLETE all of the following items and agreements:



ARTICLE III
THE IPO AND ACTIONS PENDING THE IPO; DISTRIBUTION

Section 3.1TRANSACTIONS PRIOR TO THE IPO.    Subject to the occurrence of the events described in
Section 3.4, ALLETE and ADESA currently intend to consummate the IPO and to take, or cause to be taken, the actions specified in this Section 3.1.



Section 3.2COOPERATION.    ADESA shall consult with, and cooperate in all respects with, ALLETE in
connection with the pricing of the common stock of ADESA to be offered in the IPO and shall, at ALLETE's direction, promptly take any and all actions necessary or desirable to consummate the IPO as
contemplated by the IPO Registration Statement and the Underwriting Agreement.

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Section 3.3DEBT FINANCING EVENTS.    On the Debt Financing Date, the following events shall have occurred:



Section 3.4IPO EVENTS.    On the IPO Date, the following events shall have occurred (collectively, the "IPO
Events"):



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Section 3.5DISTRIBUTION



Section 3.6FURTHER ASSURANCES REGARDING THE IPO, DEBT FINANCING AND DISTRIBUTION.



ARTICLE IV
COVENANTS AND OTHER MATTERS

Section 4.1OTHER AGREEMENTS.    ALLETE and ADESA agree to execute or cause to be executed by the
appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the
Ancillary Agreements.

Section 4.2FURTHER INSTRUMENTS.    At the request of ADESA, and without further consideration, ALLETE will
execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to ADESA and its Subsidiaries such other instruments of transfer, conveyance, assignment, substitution and
confirmation and take such action as ADESA may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to ADESA and its Subsidiaries and confirm ADESA's and its
Subsidiaries' title to all of the assets, rights and other things of value used in

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the
operation of the ADESA Business prior to the Effective Date or to be transferred to ADESA and its Subsidiaries pursuant to this Agreement, the Ancillary Agreements, and any documents referred to
therein, to put ADESA and its Subsidiaries in actual possession and operating control thereof and to permit ADESA and its Subsidiaries to exercise all rights with respect thereto (including, without
limitation, rights under contracts and other arrangements as to which the consent of any third party to the transfer thereof shall not have previously been obtained). At the request of ALLETE and
without further consideration, ADESA will execute and deliver, and will cause its applicable Subsidiaries to execute and deliver, to ALLETE and its Subsidiaries all instruments, assumptions,
novations, undertakings, substitutions or other documents and take such other action as ALLETE may reasonably deem necessary or desirable in order to have ADESA fully and unconditionally assume and
discharge the liabilities contemplated to be assumed by ADESA under this Agreement or any document in connection herewith and to relieve the ALLETE Group of any liability or obligation with respect
thereto and evidence the same to third parties. Neither ALLETE nor ADESA shall be obligated, in connection with the foregoing, to expend money other than reasonable
out-of-pocket expenses, attorneys' fees and recording or similar fees, unless reimbursed by the other Party. Furthermore, each Party, at the request of the other Party hereto,
shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions
contemplated hereby.

Section 4.3AGREEMENT FOR EXCHANGE OF INFORMATION



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Section 4.4AUDITORS AND AUDITS; FINANCIAL STATEMENTS; ACCOUNTING MATTERS.

Each
Party agrees that:



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Section 4.5CONFIDENTIALITY.



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Section 4.6PRIVILEGED MATTERS.



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Section 4.7MAIL AND OTHER COMMUNICATIONS    After the Effective Date, each of ALLETE and ADESA may receive
mail, facsimiles, packages and other communications properly belonging to the other. Accordingly, at all times after the Effective Date, each of ALLETE and ADESA authorizes the other to receive and
open all mail, telegrams, packages and other communications received by it and not unambiguously intended for the other Party or any of the other Party's officers or directors, and to retain the same
to the extent that they relate to the business of the receiving Party or, to the extent that they do not relate to the business of the receiving Party, the

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receiving
Party shall promptly deliver such mail, telegrams, packages or other communications, including, without limitation, notices of any liens or encumbrances on any asset transferred to ADESA in
connection with its separation from ALLETE, (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 8.5 hereof. The provisions of this
Section 4.7 are not intended to, and shall not, be deemed to, constitute an authorization by either ALLETE or ADESA to permit the other to accept service of process on its behalf and neither
Party is or shall be deemed to be the agent of the other for service of process purposes.

Section 4.8CONSISTENCY WITH PAST PRACTICES    At all times prior to the Distribution Date, ADESA will
conduct the ADESA Business in the ordinary course, consistent with past practices, unless otherwise consented to by ALLETE.

Section 4.9PAYMENT OF EXPENSES    Except as otherwise provided in this Agreement, the Ancillary Agreements
or any other agreement between the Parties relating to the IPO or the Distribution, the payment of expenses will be borne by the Parties as follows. ALLETE will bear all of the expenses which
(a) it has actually paid as of the Effective Date, (b) are directly associated with amending, obtaining consents, refinancing or prepaying its debt issuances as necessitated by the
separation of ADESA from ALLETE, (c) investment banker fees of the Distribution to its shareholders, (d) costs in excess of $500,000 incurred by the independent auditors to provide an
opinion on the tax effect of the Distribution, and (e) 50% of the costs of any attorney's "success fees" which the Parties may mutually agree to pay. ADESA shall bear all other expenses, which
includes (a) all legal costs (including but not limited to the drafting of this Agreement and all Ancillary Agreements, documents relating to the formation of ADESA, costs associated with the
preparation and filing of the S-1 and any revisions thereto and any legal work associated with the debt of either Party, and legal work associated with the Distribution), (b) all
other costs of the investment bankers, the independent auditors, public relations consultants, or any other services provider, (c) NYSE listing costs, (d) all expenses associated with
debt issuances of ADESA, (e) the first $500,000 in independent auditor charges incurred to provide an opinion regarding the tax effect of the Distribution, and (f) 50% of the costs of
any attorney's "success fees" which the Parties may mutually agree to pay. Notwithstanding the foregoing, ADESA and ALLETE shall each be responsible for their own internal fees, costs and expenses
(e.g., salaries of personnel) incurred in connection with the IPO and the Distribution.

Section
4.10DISPUTE RESOLUTION.



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Section 4.11GOVERNMENTAL APPROVALS    To the extent that any of the transactions contemplated by this
Agreement requires any Governmental Approvals, the Parties will use their commercially reasonable best efforts to obtain such Governmental Approvals.

Section 4.12NO REPRESENTATION OR WARRANTY    ALLETE does not, in this Agreement or any other agreement,
instrument or document contemplated by this Agreement, make any representation as to, warranty of or covenant with respect to:



Except
as may expressly be set forth herein or in any Ancillary Agreement, all assets transferred, or to be transferred, to ADESA have been, or shall be, as the case may be, transferred
"AS IS, WHERE IS" and ADESA shall bear the economic and legal risk that any conveyance shall prove to be insufficient to vest in ADESA good and marketable title, free and clear of any lien, claim,
equity or other encumbrance.

Section 4.13RESTRICTIONS ON ADESA    Notwithstanding any other provision of this Agreement or any of the
Ancillary Agreements, for the period from the Effective Date until the Distribution Date (the "Pre-Distribution Period"), ADESA shall not take any action (such action to include, without
limitation, the granting of restricted stock awards and the issuance of ADESA Capital Stock (whether upon the exercise by the holders of any stock options or convertible securities issued by ADESA or
otherwise)) without the prior written consent of ALLETE if, as a result of such action, ALLETE would or would reasonably be expected to cease to have Tax Control of ADESA unless, prior to ADESA taking
such action, ALLETE has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve both ALLETE's Tax Control of ADESA and the
Tax-Free Status of the Distribution, that such action will not jeopardize either ALLETE's Tax Control of ADESA or the Tax-Free Status of the Distribution. In furtherance of the
foregoing provisions of this Section 4.13, ADESA shall be permitted to grant stock options and restricted stock awards to its employees which have been approved by the compensation and employee
benefits committee of ADESA only so long as (i) ADESA repurchases in the open market sufficient shares of issued and outstanding ADESA Capital Stock prior to the date such stock options are
exercised or become transferable or such restricted stock awards are granted (or deemed granted) if and to the

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extent
necessary to ensure that ALLETE will not cease to have Tax Control of ADESA at any time during the Pre-Distribution Period, (ii) ADESA provides ALLETE with prior written
notification of the procedures taken by ADESA to comply with its obligations described in clause (i) above, including substantiation that the appropriate number of ADESA shares have been
repurchased or that no such repurchases are required, and (iii) ALLETE approves of such procedures in writing (which approval shall not be unreasonably withheld or delayed). All of the
restrictions on ADESA contained in this Section 4.13 shall apply to ADESA during the Pre-Distribution Period. In furtherance of ADESA's covenants under this Section 4.13,
ADESA shall instruct the ADESA Transfer Agent not to issue or deliver certificates representing, or other evidence of ownership of, newly issued shares of ADESA Capital Stock during the
Pre-Distribution Period without the prior written consent of ALLETE. ADESA hereby agrees that during the Pre-Distribution Period, all grants of options, restricted stock awards
and other issuances of similar instruments by ADESA during the Pre-Distribution Period shall include provisions to the effect that the grant or exercise of such option, award or other
instrument shall be void AB INITIO if the effect of such grant or exercise (whether alone or when aggregated with other issuances of ADESA Capital Stock) would cause or would reasonably be expected to
cause ALLETE to fail to have Tax Control of ADESA at any time during the Pre-Distribution Period.

Section 4.14TAX STEPS    ALLETE and ADESA agree to use their best efforts to implement all steps described
in the Tax Plan.

ARTICLE V
REGISTRATION RIGHTS

Section 5.1DEMAND REGISTRATION



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Section 5.2PIGGYBACK REGISTRATION



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Section 5.3EXPENSES    Except as provided herein, ADESA shall pay all Registration Expenses in connection
with all registrations of Registrable Securities. Notwithstanding the foregoing, each Holder of Registrable Securities and ADESA shall be responsible for its own internal administrative and similar
costs, which shall not constitute Registration Expenses. Notwithstanding the foregoing, the Holders shall pay for, in proportion to the Registrable Securities to be sold by it, and ADESA shall not be
responsible for, (a) all underwriting discounts and commissions and transfer taxes, if any, which shall not constitute Registration Expenses, and (b) all Registration Expenses and other
expenses incurred in connection with any Demand Registration which has been subsequently withdrawn by the Holders, unless (i) the withdrawal is based upon material adverse information
concerning ADESA of which the initiating Holders were not aware at the time of their demand or (ii) the Holders elect to have such registration counted as a Demand Registration under
Section 5.1.

Section 5.4BLACKOUT PERIOD    ADESA shall be entitled to elect that a Registration Statement not be usable,
or that the filing thereof be delayed beyond the time otherwise required, for a reasonable period of time, but not in excess of ninety (90) days (a "Blackout Period"), if ADESA determines in
good faith that the registration and distribution of Registrable Securities (or the use or filing of the Registration Statement or related prospectus) would interfere with any pending material
financing, merger, acquisition, consolidation, recapitalization, corporate reorganization or any other material corporate development involving ADESA or any of its Subsidiaries or would require
premature disclosure thereof that would be detrimental to ADESA or any of its Subsidiaries and promptly gives the Holders of Registrable Securities written notice of such determination, and if
requested by Holders and to the extent such action would not violate applicable law, ADESA will promptly deliver to the Holders a general statement of the reasons for such postponement or restriction
on use and to the extent practicable an approximation of the anticipated delay; PROVIDED, HOWEVER, that the
aggregate number of days included in all Blackout Periods during any consecutive twelve (12) months shall not exceed one hundred eighty (180) days.

Section 5.5SELECTION OF UNDERWRITERS    If any Rule 415 Offering or any offering pursuant to a
Demand Registration Statement is an Underwritten Offering, ALLETE will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably
satisfactory to ADESA. ADESA shall have the right to select a managing underwriter or underwriters to administer any Underwritten Offering contemplated by Section 5.2.

Section 5.6OBLIGATIONS OF ADESA    If and whenever ADESA is required to effect the registration of any
Registrable Securities under the Securities Act as provided in this ARTICLE V, ADESA shall as promptly as practicable:



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Section 5.7OBLIGATIONS OF SELLING HOLDERS.    Each Selling Holder agrees by having its securities treated
as Registrable Securities hereunder that, upon receipt of written notice from ADESA specifying that the prospectus relating to a registration made pursuant to Section 5.1 or Section 5.2
contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading due to the occurrence of any event, such Selling Holder will forthwith discontinue disposition of Registrable Securities until such Selling Holder is advised by ADESA
that the use of the prospectus may be resumed and is furnished with a supplemented or amended prospectus as contemplated by Section 5.6(f) hereof, and, if so directed by ADESA, such Selling
Holder will deliver to ADESA all copies of the prospectus covering such Registrable Securities then in such Selling Holder's possession at the time of receipt of such notice.

Section 5.8UNDERWRITING; DUE DILIGENCE



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Section 5.9INDEMNIFICATION AND CONTRIBUTION



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Section 5.10RULE 144 AND FORM S-3    Commencing ninety (90) days after the IPO Date,
ADESA shall use its commercially reasonable best efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied. Upon the
request of any Holder of Registrable Securities, ADESA will deliver to such Holder a written statement as to whether it has complied with such requirements. ADESA further agrees to use its
commercially reasonable best efforts to cause all conditions to the availability of Form S-3 (or any successor form) under the Securities Act for the filing of registration
statements under this Agreement to be met as soon as practicable after the IPO Date.

Section 5.11HOLDBACK AGREEMENT



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Section 5.12TERM    This ARTICLE V shall remain in effect until the earlier of the Distribution or such
time as all Registrable Securities held by Holders become freely tradable in market transactions.

ARTICLE VI
MUTUAL RELEASES; INDEMNIFICATION

Section 6.1RELEASE OF PRE-EFFECTIVE DATE CLAIMS.



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Section 6.2INDEMNIFICATION BY ADESA    Except as otherwise provided in this Agreement, ADESA shall, for
itself and as agent for each member of the ADESA Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the ALLETE Indemnitees from and against, and shall
reimburse such ALLETE Indemnitees with respect to, any and all Losses that any third party seeks to impose upon the ALLETE Indemnitees, or which are imposed upon the ALLETE Indemnitees, and that
relate to, arise or result from, whether prior to or following the Effective Date, any of the following items (without duplication):



In
the event that any member of the ADESA Group makes a payment to the ALLETE Indemnitees hereunder, and any of the ALLETE Indemnitees subsequently diminishes the Liability on account of which such
payment was made, either directly or through a third-party recovery (other than a recovery indirectly from ALLETE), ALLETE will promptly repay (or will procure an ALLETE Indemnitee to promptly repay)
such member of the ADESA Group the amount by which the payment made by such member of the ADESA Group exceeds the actual cost of the associated indemnified Liability.

Section 6.3INDEMNIFICATION BY ALLETE    Except as otherwise provided in this Agreement, ALLETE shall, for
itself and as agent for each member of the ALLETE Group, indemnify, defend (or, where applicable, pay the defense costs for) and hold harmless the ADESA Indemnitees from and against, and shall
reimburse such ADESA Indemnitee with respect to, any and all Losses that any third party seeks to impose upon the ADESA Indemnitees, or which are imposed upon the ADESA Indemnitees, and that relate
to, arise or result from, whether prior to or following the Effective Date, any of the following items (without duplication):



In
the event that any member of the ALLETE Group makes a payment to the ADESA Indemnitees hereunder, and any of the ADESA Indemnitees subsequently diminishes the Liability on account of which such
payment was made, either directly or through a third-party recovery (other than a recovery indirectly from ADESA), ADESA will promptly repay (or will procure an ADESA Indemnitee to promptly repay)
such member of the ALLETE Group the amount by which the payment made by such member of the ALLETE Group exceeds the actual cost of the indemnified Liability.

Section 6.4ANCILLARY AGREEMENT LIABILITIES.    Notwithstanding any other provision in this Agreement to the
contrary, any Liability specifically assumed by, or allocated to, a Party in any of the Ancillary Agreements shall be governed exclusively by the terms of such Ancillary Agreement.

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Section 6.5OTHER AGREEMENTS EVIDENCING INDEMNIFICATION OBLIGATIONS.    ALLETE hereby agrees to execute, for
the benefit of any ADESA Indemnitee, such documents as may be reasonably requested by such ADESA Indemnitee, evidencing ALLETE's agreement that the indemnification obligations of ALLETE set forth in
this Agreement inure to the benefit of and are enforceable by such ADESA Indemnitee. ADESA hereby agrees to execute, for the benefit of any ALLETE Indemnitee, such documents as may be reasonably
requested by such ALLETE Indemnitee, evidencing ADESA's agreement that the indemnification obligations of ADESA set forth in this Agreement inure to the benefit of and are enforceable by such ALLETE
Indemnitee.

Section 6.6REDUCTIONS FOR INSURANCE PROCEEDS AND OTHER RECOVERIES.



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Section 6.8ADDITIONAL MATTERS.



Section 6.9SURVIVAL OF INDEMNITIES    The rights and obligations of the members of the ALLETE Group and the
ADESA Group under this ARTICLE VI shall survive the sale or other transfer by any Party of any assets or businesses or the assignment by it of any Liabilities or the sale by any member of the ALLETE
Group or the ADESA Group of the capital stock or other equity interests of any Subsidiary to any Person until the tenth (10th) anniversary of the Effective Date (and until final
resolution of any claim for indemnification hereunder which is unresolved as of such date).

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ARTICLE VII
INSURANCE MATTERS

Section 7.1ADESA INSURANCE COVERAGE DURING THE PRE-DISTRIBUTION PERIOD.



Section 7.2COOPERATION; PAYMENT OF INSURANCE PROCEEDS TO ADESA; AGREEMENT NOT TO RELEASE CARRIERS    Each
of ALLETE and ADESA will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. ALLETE, at the request of
ADESA, shall cooperate with and use commercially reasonable efforts to assist ADESA in recovering Insurance Proceeds under ALLETE Insurance Policies for claims relating to the ADESA Business, the
ADESA assets or the ADESA Liabilities, whether such claims arise under any contract or agreement, by operation of law or otherwise, existing or arising from any past acts or events occurring or
failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed before the Effective Date, on the Effective Date or during the
Pre-Distribution Period, and shall promptly pay any such recovered Insurance Proceeds to ADESA. Neither ALLETE nor ADESA, nor any of their Subsidiaries, shall take any action which would
intentionally jeopardize or otherwise interfere with either Party's ability to collect any proceeds payable pursuant to any insurance policy. Except as otherwise contemplated by this Agreement or any
Ancillary Agreement, after the Effective Date, neither ALLETE nor ADESA shall (and each Party shall ensure that no member of such Party's Group shall), without the consent of the other, provide any
insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or
potential rights of any member of the ALLETE Group or the ADESA Group thereunder. However, nothing in this Section 7.2 shall (A) preclude any member of the ALLETE Group or the ADESA
Group from presenting any claim or from exhausting any policy

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limit,
(B) require any member of the ALLETE Group or the ADESA Group to pay any premium or other amount or to incur any Liability, or (C) require any member of the ALLETE Group or the
ADESA Group to renew, extend or continue any policy in force.

Section 7.3ADESA INSURANCE COVERAGE AFTER THE DISTRIBUTION.

From
and after the Distribution, ADESA shall be responsible for obtaining and maintaining insurance programs for its risk of loss and such insurance arrangements shall be separate and
apart from ALLETE's insurance programs.

Section 7.4RESPONSIBILITIES FOR DEDUCTIBLES AND/OR SELF-INSURED OBLIGATIONS    ADESA will
reimburse ALLETE for all amounts necessary to exhaust or otherwise satisfy all applicable self-insured retentions, amounts for fronted policies, deductibles and retrospective premium
adjustments and similar amounts not covered by Insurance Policies in connection with ADESA Liabilities and Insured ADESA Liabilities to the extent that ALLETE is required to pay any such amounts.

Section 7.5PROCEDURES WITH RESPECT TO INSURED ADESA LIABILITIES



Section 7.6INSUFFICIENT LIMITS OF LIABILITY FOR ALLETE LIABILITIES AND ADESA LIABILITIES.    In the event
that there are insufficient limits of liability available under ALLETE's Insurance Policies in effect prior to the Distribution Date to cover the Liabilities of ALLETE and/or ADESA that would
otherwise be covered by such Insurance Policies, then to the extent that other insurance is not available to ALLETE and/or ADESA for such Liabilities an adjustment will be made in accordance with the
following procedures:



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Section 7.7COOPERATION    ALLETE and ADESA will cooperate with each other in all respects, and they shall
execute any additional documents which are reasonably necessary, to effectuate the provisions of this ARTICLE VII.

Section 7.8NO ASSIGNMENT OR WAIVER    This Agreement shall not be considered as an attempted assignment of
any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of the ALLETE Group in respect of any Insurance Policy or any other contract
or policy of insurance.

Section 7.9NO LIABILITY    ADESA does hereby, for itself and as agent for each other member of the ADESA
Group, agree that no member of the ALLETE Group or any ALLETE Indemnitee shall have any Liability whatsoever as a result of the insurance policies and practices of ALLETE and its Subsidiaries as in
effect at any time prior to the Distribution, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy,
the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise, so long as ALLETE complies with the provisions of, and maintains the
coverages required by, this Article VII.

Section 7.10ADDITIONAL OR ALTERNATE INSURANCE    Notwithstanding any provision of this Agreement, during
the Pre-Distribution Period ALLETE and ADESA shall work together to evaluate insurance options and secure additional or alternate insurance for ADESA and/or ALLETE if desired by and cost
effective for ADESA and ALLETE. Nothing in this Agreement shall be deemed to restrict any member of the ADESA Group from acquiring, at any time, at its own expense any other insurance policy in
respect of any Liabilities or covering any period.

Section 7.11FURTHER AGREEMENTS.    The Parties acknowledge that they intend to allocate financial
obligations without violating any laws regarding insurance, self-insurance or other financial responsibility. If it is determined that any action undertaken pursuant to this Agreement or
any Ancillary Agreement is violative of any insurance, self-insurance or related financial responsibility law or regulation, the Parties agree to work together to do whatever is necessary
to comply with such law or regulation while trying to accomplish, as much as possible, the allocation of financial obligations as intended in this Agreement or any Ancillary Agreement.

ARTICLE VIII
MISCELLANEOUS

Section 8.1LIMITATION OF LIABILITY    IN NO EVENT SHALL ANY MEMBER OF THE ALLETE GROUP OR ADESA GROUP BE
LIABLE TO ANY OTHER MEMBER OF THE ALLETE GROUP OR ADESA GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 8.2ENTIRE AGREEMENT    This Agreement, the Ancillary Agreements and the Exhibits and Schedules
referenced or attached hereto and thereto, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior written and oral and
all contemporaneous oral agreements and understandings with respect to the subject matter hereof and thereof.

Section 8.3GOVERNING LAW AND JURISDICTION    This Agreement shall be construed in accordance with and all
Disputes hereunder shall be governed by the laws of the State of Delaware, excluding its conflict of law rules. The Parties agree to the following procedure to determine

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jurisdiction
over all actions between the Parties for preliminary relief in aid of arbitration pursuant to Section 4.10 herein, and non-exclusive jurisdiction over any action for
enforcement of an arbitral award.



Section 8.4TERMINATION; AMENDMENT    This Agreement and all Ancillary Agreements may be terminated by and
in the sole discretion of ALLETE, without the approval of ADESA, at any time prior to the later of (i) the IPO or (ii) the last day of the completion of any of the transactions
contemplated by the Debt Financing. This Agreement and any applicable Ancillary Agreements may be terminated at any time after such date by mutual consent of ALLETE and ADESA, evidenced by an
instrument in writing signed on behalf of each of the Parties. This Agreement may be amended only with the mutual consent of ALLETE and ADESA, evidenced by an instrument in writing signed on behalf of
each of the Parties. In the event of termination by ALLETE pursuant to the first sentence of this Section 8.4, no Party shall have any liability of any kind to the other Party.

Section 8.5NOTICES    Notices, offers, requests or other communications required or permitted to be given
by either party pursuant to the terms of this Agreement shall be given in writing to the respective Parties to the following addresses:



or
to such other address or facsimile number as the party to whom notice is given may have previously furnished to the other in writing as provided herein. Any notice involving
non-performance, termination, or renewal shall be sent by hand delivery, recognized overnight courier or, within the United States, may also be sent via certified mail, return receipt
requested. All other notices may also be sent by facsimile, confirmed by first class mail. All notices shall be deemed to have been given when received, if hand delivered; when transmitted, if
transmitted by facsimile or similar electronic transmission method; one working day after it is sent, if sent by recognized overnight courier; and three days after it is postmarked, if mailed first
class mail or certified mail, return receipt requested, with postage prepaid.

Section 8.6COUNTERPARTS    This Agreement, including the Ancillary Agreement and the Exhibits and Schedules
hereto and thereto and the other documents referred to herein or therein, may be executed in two counterparts, each of which shall be deemed to be an original but both of which shall constitute one
and the same agreement.

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Section 8.7BINDING EFFECT; ASSIGNMENT    This Agreement shall inure to the benefit of and be binding upon
the Parties hereto and their respective legal representatives and successors, and, nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement; provided that, the ADESA Group, the ADESA Indemnitees, the ALLETE Group, the ALLETE Indemnitees, and the Holders of Registrable Securities
shall be entitled to the benefits and subject to the obligations of those provisions of this Agreement which expressly confer rights and/or impose obligations upon them. Such provisions of this
Agreement may be enforced separately by each member of the ALLETE Group, each ALLETE Indemnitee, each member of the ADESA Group, each ADESA Indemnitee, and each Holder of Registrable Securities.
Neither Party may assign this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, and any such assignment shall be void; PROVIDED, HOWEVER, either
Party may assign this Agreement to a successor entity in conjunction with such Party's reincorporation in another jurisdiction or into another business form.

Section 8.8SEVERABILITY    If any term or other provision of this Agreement or the Exhibits or Schedules
attached hereto is determined by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner
materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest
extent possible.

Section 8.9FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE    No failure or delay on the part of
either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement
herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the
Exhibits or Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 8.10AUTHORITY    Each of the Parties hereto represents to the other that (a) it has the
corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it have been duly authorized by
all necessary corporate or other actions, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity
principles.

Section 8.11INTERPRETATION    The headings contained in this Agreement, in any Exhibit or Schedule hereto
and in the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit
or Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a Section, Exhibit or
Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

Section 8.12CONFLICTING AGREEMENTS    None of the provisions of this Agreement are intended to supersede
any provision in any Ancillary Agreement or any other agreement with respect to the respective subject matters thereof. In the event of conflict between this Agreement and any Ancillary Agreement or
other agreement executed in connection herewith, the provisions of such other agreement shall prevail.

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Section 8.13THIRD PARTY BENEFICIARIES    None of the provisions of this Agreement shall be for the benefit
of or enforceable by any third party, including any creditor of any Person. No such third party shall obtain any right under any provision of this Agreement or shall by reasons of any such provision
make any claim in respect of any Liability (or otherwise) against either Party hereto.. Notwithstanding the foregoing to the contrary, the ADESA Group, the ADESA Indemnitees, the ALLETE Group, the
ALLETE Indemnitees, and the Holders of Registrable Securities shall be entitled to the benefits of those provisions of this Agreement which expressly confer rights upon them.

ARTICLE IX
DEFINITIONS

Section 9.1DEFINED TERMS    The following capitalized terms shall have the meanings given to them in this
Section 9.1:



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37

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38

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39

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| |  | ALLETE, INC.                                                                    
| |  | --------------------------------------------------------------------------------
| |  | /s/JAMES K. VIZANKOName: James K. Vizanko
Title: Senior VP, CFO and Treasurer   
| |  | ADESA, INC.                                                                     
| |  | /s/CAMERON C. HITCHCOCKName: Cameron C. Hitchcock
Title: Chief Financial Officer

43

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EXHIBITS

Exhibit A
Certificate of Secretary of ALLETE

Exhibit B
Certificate of Secretary of ADESA

Exhibit C
Tax Sharing Agreement

Exhibit D
Joint Aircraft Ownership & Management Agreement

Exhibit E
Employee and Director Matters Agreement

Exhibit F
Tax Plan

44

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EXHIBIT A        CERTIFICATE OF SECRETARY OF  ALLETE, INC.

I, Deborah A. Amberg, Secretary of ALLETE, Inc., a corporation organized under the laws of the State of Minnesota, hereby certify that the following is a
true and correct copies of certain resolution duly adopted in a meeting of the Company Board of Directors of said Company on May 11, 2004, 2004, at which a quorum was present and voting
throughout, and that the same are full force and effect on the date hereof:

WHEREAS,
the energy services business of ALLETE, Inc., a Minnesota corporation ("ALLETE"), and the automotive services business of ADESA, Inc., a Delaware corporation
("ADESA"), are fundamentally different businesses, the Board of Directors of ALLETE (the "Board") has determined that the businesses require inherently different strategies in order to maximize their
long-term value, and the most effective way to maximize the long-term value of each business, and for other reasons germane to the businesses is to separate the businesses;

WHEREAS,
on October 24, 2003, ALLETE announced that the Board has approved a plan to spin-off all of ALLETE's interest in ADESA to the holders of ALLETE'S common
stock, without par value per share, in a spin-off transaction that would be tax-free to ALLETE and ALLETE's shareholders under Section 355 of the Internal Revenue Code
of 1986, as amended (the "Spin-Off"); and

WHEREAS,
in connection with establishing prior to the consummation of the Spin-Off ADESA's automotive services business and ALLETE's energy services business as separate
businesses, the parties desire to enter into (i) the Master Separation Agreement (the "MSA") between ALLETE and ADESA, Inc. to set forth the principal arrangements between them regarding
the separation of the businesses, (ii) the Tax Sharing Agreement (the "TSA") between ALLETE and ADESA to set forth certain tax matters between ALLETE and ADESA, (iii) the Employee
Matters Agreement (the "EMA") between ALLETE and ADESA to set forth certain employee matters between ALLETE and ADESA and (iv) the Joint Aircraft Ownership and Management Agreement (the "JMA")
between ALLETE and ADESA to set forth certain terms with respect to ALLETE and ADESA's joint ownership of two aircraft (the "Aircraft") and their operating the Aircraft on a joint ownership agreement
basis as
defined in 14 C.F.R. § 91.501(c)(3) of the Federal Aviation Regulations ("FARs") and as provided for in 14 C.F.R. § 91.501(b)(6) of the FARs.

NOW,
THEREFORE, BE IT:

RESOLVED,
that the Board hereby determines that it is advisable and in the best interests of ALLETE for ALLETE to enter into the MSA; and be it

FURTHER
RESOLVED, that the Board hereby approves of the MSA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ALLETE for ALLETE to enter into the TSA; and be it

FURTHER
RESOLVED, that the Board hereby approves of the TSA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ALLETE for ALLETE to enter into the EMA; and be it

FURTHER
RESOLVED, that the Board hereby approves of the EMA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

A-1

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FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ALLETE for ALLETE to enter into the JMA; and be it

FURTHER
RESOLVED, that the Board hereby approves of the JMA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that any and all actions previously taken by ALLETE. or any of its directors or duly authorized officers in connection with the documents, transactions and actions
contemplated by the foregoing resolutions hereby are adopted, ratified, confirmed and approved in all respects as and for the acts and deeds of ALLETE; and be it

FURTHER
RESOLVED, that the officers of ALLETE be, and each of them hereby is, authorized, empowered and directed to perform such acts as they shall in their sole discretion deem
necessary or desirable to effectuate the purposes of the foregoing resolutions.

IN
WITNESS WHEREOF, I have hereunto set my hand this 3rd day of August, 2004.

| |  | /s/DEBORAH A. AMBERGName: Deborah A. Amberg
Title: Secretary
| |  | ------------------------------------------------------------

A-2

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EXHIBIT B    CERTIFICATE OF SECRETARY OF ADESA, INC.

I, Karen C. Turner, Secretary of ADESA, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), DO HEREBY
CERTIFY that attached hereto are true and correct copies of certain resolutions adopted in a meeting of the Company Board of Directors on May 11, 2004, 2004, which resolutions have not been
amended, modified, rescinded and remain in full force and effect on the date hereof.

IN
WITNESS WHEREOF, I have hereunder set my hand and affixed the seal of ADESA, Inc. this 4th day of June, 2004.

| |  | /s/KAREN C. TURNERName: Karen C. Turner
Title: Secretary
| |  | --------------------------------------------------------

B-1

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ADESA, INC. RESOLUTION

WHEREAS, the energy service business of ALLETE, Inc., a Minnesota corporation ("ALLETE"), and the automotive services business of ADESA, are fundamentally
different businesses, the Board of Directors of ALLETE (the "ALLETE Board") has determined that the business require inherently different strategies in order to maximize their long-term
value, and the most effective way to maximize the long-term value of each business, and for other reasons germane to the business is to separate the businesses;

WHEREAS,
on October 24, 2003, ALLETE announced that the ALLETE Board has approved a plan to spin-off all of ALLETE's interest in ADESA to the holders of ALLETE's
common stock, without par value per share, in a spin-off transaction that would be tax-free to ALLETE and ALLETE's shareholders under Section 355 of the Internal Revenue
Code of 1986, as amended (the "Spin-Off"); and

WHEREAS,
in connection with establishing, prior to the consummation of the Spin-Off, ADESA's automotive services business and ALLETE's energy services business as separate
businesses, the parties desire to enter into (i) the Master Separation Agreement (the "MSA") between ALLETE and ADESA to set forth the principal arrangements between them regarding the
separation of the businesses, (ii) the Tax Sharing Agreement (the "TSA") between ALLETE and ADESA to set forth certain tax matters between ALLETE and ADESA, (iii) the Employee Matters
Agreement (the "EMA") between ALLETE and ADESA and (iv) the Joint Aircraft Ownership and Management Agreement (the "JMA") between ALLETE and ADESA to set forth certain terms with respect to
ALLETE and ADESA's joint ownership of two aircraft (the "Aircraft") and their operating the Aircraft on a joint ownership agreement basis as defined in 14 C.F.R. § 91.501(c)(3) of the
Federal Aviation Regulations ("FARs") and as provided for in 14 C.F.R. § 91.501(b)(6) of the FARs.

RESOLVED,
that the Board hereby determines that it is advisable and in the best interests of ADESA for ADESA to enter into the MSA; and be it

FURTHER
RESOLVED, that the Board hereby approved the MSA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ADESA for ADESA to enter into the TSA; and be it

FURTHER
RESOLVED, that the Board hereby approved the TSA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ADESA for ADESA to enter into the EMA; and be it

FURTHER
RESOLVED, that the Board hereby approved the EMA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that the Board hereby determines that it is advisable and in the best interests of ADESA for ADESA to enter into the JMA; and be it

FURTHER
RESOLVED, that the Board hereby approved the JMA, substantially in the form provided to the Board, and declares the advisability thereof; and be it

FURTHER
RESOLVED, that any and all actions previously taken by ADESA or any of its directors or duly authorized officers in connection with the documents, transactions and actions
contemplated by the foregoing resolutions hereby are adopted, ratified, confirmed and approved in all respects as and for the acts and deeds of ADESA; and be it

FURTHER
RESOLVED, that the officers of ADESA be, and each of them hereby is, authorized, empowered and directed to perform such acts as they shall in their sole discretion deem necessary
or desirable to effectuate the purposes of the foregoing resolutions.

B-2

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EXHIBIT C        TAX SHARING AGREEMENT

(See Exhibit 10.2 to ADESA's Form 10-Q for the quarter ended June 30, 2004)

C-1

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EXHIBIT D        JOINT AIRCRAFT OWNERSHIP & MANAGEMENT AGREEMENT

(See Exhibit 10.3 to ADESA's Form 10-Q for the quarter ended June 30, 2004)

D-1

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EXHIBIT E        EMPLOYEE AND DIRECTOR MATTERS AGREEMENT

(See Exhibit 10.4 to ADESA's Form 10-Q for the quarter ended June 30, 2004)

E-1

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EXHIBIT F        TAX PLAN

F-1

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EXHIBIT F        NEW TAX PLAN

May 3,
2004

PRIMARY STEPS TO IMPLEMENT SPIN-OFF OF ADESA

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F-2

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SCHEDULE 2.2(b)

Name

ALLETE Position

Time PeriodDavid G. Gartzke

Chairman of the board of directors

Until the DistributionDeborah L. Weinstein

Director

Until the DistributionWynn V. Bussmann

Director

Until the DistributionDennis O. Green

Director

Until the DistributionDonald C. Wegmiller

Director

Until the Distribution


2.2(b)-1

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