Exhibit 10.3

JOINT AIRCRAFT OWNERSHIP

&

MANAGEMENT AGREEMENT

BETWEEN

ALLETE, INC.

and

ADESA, INC.

dated

as of

June 4, 2004

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JOINT AIRCRAFT OWNERSHIP & MANAGEMENT AGREEMENT

This JOINT AIRCRAFT OWNERSHIP & MANAGEMENT AGREEMENT (hereinafter the "Agreement"), is made and entered into on this 4th day of June, 2004,
by and between ALLETE, Inc., a corporation incorporated under the laws of Minnesota, with principal offices at 30 West Superior Street, Duluth, Minnesota 55802, (hereinafter referred to as
"ALLETE") and ADESA, Inc., a corporation incorporated under the laws of Delaware, with principal offices at 13085 Hamilton Crossing Boulevard, Suite 500, Carmel, Indiana 46032, (hereinafter
referred to as "ADESA"). ALLETE and ADESA are also hereinafter referred to individually as "Owner" or jointly as "Owners".

WITNESSETH:

WHEREAS,
as of the Effective Date (as defined in Section 1.1 below), the Owners will be the registered joint Owners of two aircraft identified and described in Exhibit A
attached hereto and made a part hereof (hereinafter collectively referred to as the "Aircraft"), which ALLETE currently owns, but which the Owners will jointly own pursuant to Section 1 below;
and

WHEREAS,
the Owners desire to enter into an agreement to operate 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; and

WHEREAS,
the Owners desire to have ALLETE undertake certain duties and responsibilities of management of the Aircraft and desire to have ALLETE undertake certain duties and
responsibilities relating to the scheduling of the Aircraft under the terms and conditions set forth herein;

NOW,
THEREFORE, the Owners, declaring their intention to enter into and be bound by the Agreement, and for good and valuable consideration set forth below, hereby covenant and agree as
follows:

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4.    MANAGEMENT RESPONSIBILITIES AND REIMBURSEMENTS:





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5.    SCHEDULING OF USE OF AIRCRAFT:



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6.    ALLOCATION OF OWNERSHIP AND OPERATION EXPENSES:



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7.    ESTIMATES, BILLINGS, TRUE-UP AND PAYMENTS:



8.    USE OF AIRCRAFT BY OWNERS AND INDEMNIFICATION:



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9.    WAIVER OF CLAIMS AND INDEMNIFICATION FOR MANAGEMENT ROLE:



10.    LIABILITY FOR DAMAGES IN EXCESS OF INSURANCE PROCEEDS:Each Owner acknowledges and agrees that it will bear all risk of
liability for any occurrence, related to Flight Hours scheduled and not cancelled by such Owner, that results in personal injury or property damage in excess of insurance proceeds, and each Owner
understands that it may be exposed to significant liability risk in the event of such an occurrence. This acknowledgement of liability includes all responsibility for airworthiness for all Flight
Hours scheduled, and not cancelled, by the Owner.

11.    EVENTS OF DEFAULT:Each of the following shall constitute an Event of Default:

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12.    REMEDIES:



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13.    WITHDRAWAL FROM JOINT OWNERSHIP:An Owner may elect to withdraw from joint ownership of the Aircraft and terminate this
Agreement by providing written notice to the other Owner, subject to the terms of this Section 13. Upon the effective date of the termination of this Agreement and as set forth in this
Section 13, each Owner will be entitled to 100% ownership interest in, and title to, one of the Aircraft airplanes. Within thirty (30) days after the date of such withdrawal and
termination notice, the Owners shall, by flipping a coin or other mutually agreed method, select which one of the Aircraft will be fully owned by which Owner. Each Owner will then promptly execute all
documents reasonably necessary to effectuate the release of its Ownership Interest in the Aircraft that is to be fully owned by the other Owner upon termination of this Agreement, and each Owner shall
cooperate with the other Owner to execute all documents and diligently pursue all required approvals and transfers of the Aircraft titles and licenses. Notwithstanding the foregoing, the Owners shall
continue to be bound by the terms and conditions of the Agreement in connection with the Aircraft until such time as the release and transfer of Aircraft titles and licenses hereunder are final and
complete, at which point this Agreement will terminate.

14.    DISPUTE RESOLUTION:Disputes arising out of, or relating to, this Agreement shall first be discussed by the Owners' Chief
Executive Officers. If a resolution satisfactory to both Owners is not achieved at the Chief Executive Officer level within ten (10) business days, then the Owners shall submit to binding
mediation in Cook County, Illinois. If the Owners are unable to agree on the selection of a mediator within five (5) business days, each Owner will nominate one mediator, and those two
mediators will select, within five (5) business days, a third mediator to resolve the Owners' dispute.

15.    GENERAL PROVISIONS:



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IN
WITNESS WHEREOF, the Owners hereto have each caused the Agreement to be duly executed as of the day and year first written above.

|ADESA, Inc. |  | ALLETE, Inc.           
|----------- |  | -----------------------
|By:         |  | /s/CAMERON C. HITCHCOCK
|Name:       |  | Cameron C. Hitchcock   
|Title:      |  | Chief Financial Officer

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EXHIBIT A    AIRCRAFT

Aircraft One:

Manufacturer

HawkerModel

HS.125 - 700 AModel Year

1981N Number

N141ALColor

Overall white with green and black trimAirframe serial number

NA 0306Left Engine

Honeywell TFE 7313R1H # 84346Right Engine

Honeywell TFE 7313R1H # 76843


Aircraft Two:

Manufacturer

HawkerModel

HS.125 - 700 AModel Year

1983N Number

N242ALColor

Overall white with blue trimAirframe serial number

NA 0340Left Engine

Honeywell TFE 7313R1H # 84485Right Engine

Honeywell TFE 7313R1H # 84488


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