Exhibit 10.4

EMPLOYEE AND DIRECTOR MATTERS AGREEMENT        by and between        ALLETE, Inc.        and        ADESA, Inc.        June 15, 2004

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TABLE OF CONTENTS

|                                        |                                                                                    | Page
|--------------------------------------- | ---------------------------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS                   |                                                                                    | 1   
|ARTICLE II GENERAL PRINCIPLES           |                                                                                    | 4   
|                                        | 2.1 Assumption of ADESA Liabilities                                                |     
|                                        | 2.2 ADESA Under No Obligation to Maintain Plans                                    |     
|                                        | 2.3 ADESA's Participation in ALLETE Plans                                          |     
|                                        | 2.4 Terms of Participation by ADESA Transferred Employees in ADESA Plans           |     
|ARTICLE III RETIREMENT PLANS            |                                                                                    | 4   
|                                        | 3.1 ALLETE Qualified Retirement Plans                                              |     
|                                        | 3.2 ALLETE Supplemental Executive Retirement Plan                                  |     
|                                        | 3.3 Minnesota Power Investment Plan I and II                                       |     
|                                        | 3.4 Term Life Insurance Policies                                                   |     
|ARTICLE IV WORKERS' COMPENSATION PLANS  |                                                                                    | 5   
|                                        | 4.1 Assumption of ALLETE and ADESA Workers' Compensation Plan Liabilities by ADESA |     
|ARTICLE V EQUITY AND OTHER COMPENSATION |                                                                                    | 5   
|                                        | 5.1 ALLETE Options                                                                 |     
|                                        | 5.2 Employee Stock Purchase Plan                                                   |     
|                                        | 5.3 Other ALLETE Equity Awards                                                     |     
|                                        | 5.4 Director Compensation Deferral Plan                                            |     
|                                        | 5.5 Administrative Services                                                        |     
|ARTICLE VI ADMINISTRATIVE PROVISIONS    |                                                                                    | 7   
|                                        | 6.1 Administrative Expenses Not Chargeable to a Trust                              |     
|                                        | 6.2 Sharing of Participant Information                                             |     
|                                        | 6.3 Beneficiary Designation                                                        |     
|                                        | 6.4 Requests for IRS and DOL Opinions                                              |     
|                                        | 6.5 Fiduciary Matters                                                              |     
|                                        | 6.6 Tax Cooperation                                                                |     
|ARTICLE VII EMPLOYMENTRELATED MATTERS  |                                                                                    | 8   
|                                        | 7.1 Personnel Records                                                              |     
|                                        | 7.2 Confidentiality and Proprietary Information                                    |     
|                                        | 7.3 Non-Termination of Employment; No Third-Party Beneficiaries                    |     
|                                        | 7.4 Employment Litigation                                                          |     
|ARTICLE VIII GENERAL PROVISIONS         |                                                                                    | 9   
|                                        | 8.1 Effect if IPO and/or Spin-off Does Not Occur                                   |     
|                                        | 8.2 Relationship of Parties                                                        |     
|                                        | 8.3 Affiliates                                                                     |     
|                                        | 8.4 Incorporation of Master Separation Agreement Provisions                        |     
|                                        | 8.5 Governing Law                                                                  |     
|                                        | 8.6 Assignment                                                                     |     
|                                        | 8.7 Severability                                                                   |     
|                                        | 8.8 Interpretation                                                                 |     
|                                        | 8.9 Amendment                                                                      |     
|                                        | 8.10 Termination                                                                   |     
|                                        | 8.11 Conflict                                                                      |     
|                                        | 8.12 Counterparts                                                                  |     

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EMPLOYEE AND DIRECTOR MATTERS AGREEMENT

This EMPLOYEE AND DIRECTOR MATTERS AGREEMENT is entered into on June 15, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE") and
ADESA, Inc., a Delaware corporation ("ADESA"). Capitalized terms used herein (other than the formal names of ALLETE Plans (as defined below) or ADESA Plans (as defined below)) and not otherwise
defined, shall have the respective meanings assigned to them in Article I hereof.

RECITALS

WHEREAS,ALLETE owns all of the currently issued and outstanding common stock of ADESA;

WHEREAS,ADESA intends to consummate an underwritten initial public offering of up to 19.9% of the total outstanding shares of ADESA
common stock (the "IPO");

WHEREAS,the Board of Directors of ALLETE has announced that following the IPO, it intends to distribute any remaining equity interest in
ADESA held by ALLETE to the stockholders of ALLETE in the form of a stock dividend (the "Spin-off"); and

WHEREAS, as part of the foregoing, the parties desire to enter into this Agreement to allocate between them assets, liabilities and
responsibilities with respect to certain compensation, benefits plans, programs and arrangements and certain employee and director matters;

NOW, THEREFORE,in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Wherever used in this Agreement, the following terms shall have the meanings indicated below, unless a different meaning is plainly required by the context. The
singular shall include the plural, unless the context indicates otherwise. Headings of sections are used for convenience of reference only, and in case of conflict, the text of this Agreement, rather
than such headings, shall control:

1.1   "ADESA"
shall mean ADESA, Inc., a Delaware corporation and includes each Subsidiary and Affiliate of ADESA immediately after the Spin-off Date, or
that is contemplated to be a Subsidiary or Affiliate of ADESA and each Person that becomes a Subsidiary or Affiliate of ADESA after the Spin-off Date.

1.2   "ADESA
Claims" is defined in Section 4.1.

1.3   "ADESA
Employee" means any individual who is: (a) either actively employed by, or on leave of absence from ADESA; (b) an ADESA Transferred Employee;
(c) an ADESA Terminated Employee; or (d) an employee or group of employees designated as ADESA Employees by ALLETE and ADESA, by mutual agreement.

1.4   "ADESA
Terminated Employee" means any individual who is a former employee of ADESA.

1.5   "ADESA
Transferred Employee" means any individual who will cease employment at ALLETE and commence employment at ADESA in connection with the IPO or the
Spin-off.

1.6   "Affiliate"
means, with respect to any specified Person, means any entity that Controls, is Controlled by, or is under common Control with such Person. For this purpose,
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or
other interests, by control, or otherwise.

1.7   "Agreement"
means this Employee and Director Matters Agreement, including all the Schedules hereto, and all amendments made hereto from time to time.

1.8   "ADESA
Board" means the board of directors of ADESA.

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1.9   "ADESA
Director" means a member of the ADESA Board.

1.10 "ADESA
Option Ratio" means the fair market value of ALLETE common stock pre-Spin-off divided by the fair market value of ADESA common stock
post-Spin-off.

1.11 "ALLETE"
means ALLETE, Inc., a Minnesota corporation.

1.12 "ALLETE
Board" means the board of directors of ALLETE.

1.13 "ALLETE
Deferred Stock Units" shall mean any deferred stock units issued by ALLETE pursuant to the ALLETE and Affiliated Companies Supplemental Executive Retirement
Plan.

1.14 "ALLETE
Director" means a member of the ALLETE Board.

1.15 "ALLETE
Employee" means an individual who is: (a) either actively employed by, or on leave of absence from ALLETE; (b) an ALLETE Terminated Employee; or
(c) an employee or group of employees designated as ALLETE Employees by ALLETE and ADESA, by mutual agreement.

1.16 "ALLETE
Group" means ALLETE and each Subsidiary and Affiliate of ALLETE (or any predecessor organization thereof).

1.17 "ALLETE
Option Ratio" means the fair market value of ALLETE common stock pre-Spin-off divided by the fair market value of ALLETE common stock
post-Spin-off.

1.18 "ALLETE
Performance Share" means a performance share granted pursuant to the ALLETE, Inc. Director Long-Term Stock Incentive Plan or the
ALLETE, Inc. Executive Long-Term Incentive Compensation Plan.

1.19 "ALLETE
Terminated Employee" means any individual who is a former employee of ALLETE and who does not become an ADESA Transferred Employee.

1.20 "Ancillary
Agreements" means all of the underlying agreements, documents and instruments referred to, contemplated by, or made a part of the Master Separation
Agreement.

1.21 "Code"
means the Internal Revenue Code of 1986, as amended from time to time.

1.22 "Director
Compensation Deferral Plan" when preceded by "ALLETE" means the ALLETE Director Compensation Deferral Plan, and when preceded by "ADESA" means the ADESA
Director Compensation Deferral Plan.

1.23 "Director
Stock Plan" when preceded by "ALLETE" means the ALLETE Director Stock Compensation Plan, and when preceded by "ADESA" means the ADESA Director Compensation
Plan.

1.24 "DOL"
means the United States Department of Labor.

1.25 "Employee
Stock Purchase Plan" when preceded by "ALLETE" means the ALLETE and Affiliated Companies Employee Stock Purchase Plan and when preceded by "ADESA" means the
ADESA, Inc. Employee Stock Purchase Plan.

1.26 "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.27 "Executive
Long-Term Stock Incentive Compensation Plan," means the ALLETE Executive Long-Term Stock Incentive Compensation Plan.

1.28 "IPO"
is defined in the Recitals hereto.

1.29 "IPO
Date" means the closing of the IPO, which is currently scheduled to occur during the second quarter of 2004.

1.30 "IPO
Registration Statement" is defined in the Recitals hereto.

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1.31 "IRS"
means the United States Internal Revenue Service.

1.32 "Liabilities"
means all debts, liabilities, guarantees, assurances, commitments, and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured
or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including, without limitation, whether arising out of any
Contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted accounting principles to be reflected in financial statements or disclosed
in the notes thereto. For this purpose, "Contract" means any contract, agreement, lease, license, sales order, purchase order, instrument or other commitment that is binding on any Person or any part
of its property under applicable law.

1.33 "Master
Separation Agreement" means the Master Separation Agreement, dated as of June 4, 2004, of which this Agreement is Exhibit E thereto.

1.34 "Option,"
when immediately preceded by "ALLETE," means an option to purchase ALLETE common stock pursuant to a Stock Plan. When immediately preceded by "ADESA,"
"Option" means an option to purchase ADESA common stock pursuant to a Stock Plan.

1.35 "Participating
Company" means: (a) ADESA; (b) any Person (other than an individual) that ALLETE has approved for participation in, has accepted
participation in, and which is participating in, a Plan sponsored by ALLETE; and (c) any Person (other than an individual) which, by the terms of such Plan, participates in such Plan or any
employees of which, by the terms of such Plan, participate in or are covered by such Plan.

1.36 "Pension
Plan," means any qualified pension plan maintained by ALLETE.

1.37 "Person"
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization, and a governmental entity or any department, agency or political subdivision thereof.

1.38 "Plan"
means any plan, policy, program, payroll practice, arrangement, contract, trust, insurance policy, or any agreement or funding vehicle providing compensation or
benefits to employees, former employees, directors or consultants of ALLETE or ADESA.

1.39 "Revenue"
means net revenue as determined in accordance with generally accepted accounting principles.

1.40 "SEC"
means the United States Securities and Exchange Commission.

1.41 "Spin-off"
is defined in the Recitals hereto.

1.42 "Spin-off
Date" means the effective date of the Spin-off.

1.43 "Stock
Plan," when immediately preceded by "ALLETE," means the ALLETE, Inc. Executive Long-Term Incentive Compensation Plan and ALLETE Director
Long-Term Stock Incentive Plan and ALLETE Director Stock Compensation Plan or any other plan, program, agreement or arrangement, other than the ALLETE and Affiliated Companies Employee
Stock Purchase Plan, pursuant to which employees hold Options or other ALLETE equity incentives. When immediately preceded by "ADESA," "Stock Plan" means the ADESA, Inc. 2004 Equity and
Incentive Plan and ADESA, Inc. Director Compensation Plan.

1.44 "Subsidiary"
of any person means a corporation or other organization within the meaning of Section 424(f) of the Code.

1.45 "Transfer
Date" means, with respect to any Plan, the date on which ADESA Transferred Employees cease to participate in the applicable ALLETE Plan and become covered by
the corresponding ADESA Plan.

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ARTICLE II

GENERAL PRINCIPLES

2.1Assumption of ADESA Liabilities.Except (i) as specified otherwise in this Agreement, (ii) as
set forth onSchedule 2.1or (iii) as mutually agreed upon by ADESA and ALLETE from time to time, effective as of the IPO Date, ADESA
hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, all Liabilities of, or relating to, ADESA Employees relating to, arising out of, or
resulting from future, present or former employment with ADESA (including Liabilities relating to, arising out of, or resulting from ALLETE Plans and ADESA Plans).

2.2ADESA Under No Obligation to Maintain Plans.Except as specified otherwise in this Agreement, nothing in
this Agreement shall preclude ADESA at any time from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any ADESA Plan, any benefit under any ADESA
Plan or any trust, insurance policy or funding vehicle related to any ADESA Plans, or any employment or other service arrangement with ADESA Employees or ADESA Transferred Employees or vendors (to the
extent permitted by law).

2.3ADESA's Participation in ALLETE Plans.



2.4Terms of Participation by ADESA Transferred Employees in ADESA Plans.Except as specified otherwise in this
Agreement, with respect to ADESA Transferred Employees, each ADESA Plan shall provide that all service, all compensation and all other benefit-affecting determinations that, as of the Transfer Date,
were recognized under the corresponding ALLETE Plan shall, as of the Transfer Date, receive full recognition and credit and be taken into account under such ADESA Plan to the same extent as if such
items occurred under such ADESA Plan, except to the extent that duplication of benefits would result. The service crediting provisions shall be subject to any applicable "service bridging," "break in
service," "employment date," or "eligibility date" rules under the ADESA Plans and the ALLETE Plans.

ARTICLE III

RETIREMENT PLANS

3.1ALLETE Qualified Retirement Plans.Except as otherwise agreed by ALLETE and ADESA, as of the IPO Date (or
such other date as ALLETE and ADESA may mutually agree), all ADESA Transferred Employees shall cease to participate in any Pension Plans and shall be treated as terminated employees under the
applicable terms of each Pension Plan.

3.2ALLETE Supplemental Executive Retirement Plan.



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3.3Minnesota Power Investment Plan I and II.The Minnesota Power Executive Investment Plans I and II shall be
amended to provide that a cessation of service with ALLETE and immediate commencement of service with ADESA shall not result in a payment of benefits under the Minnesota Power Executive Investment
Plans I and II and that such payment of benefits shall commence upon such ADESA Transferred Employee's termination of employment with ADESA.

3.4Term Life Insurance Policies.ADESA shall purchase term life insurance policies on behalf of the ADESA
Transferred Employees set forth on Schedule 3.4 in such amounts as set forth on such Schedule. Such policies shall remain in effect for such period of time as such ADESA Transferred Employees
remain actively employed by ADESA or an Affiliate of ADESA.

ARTICLE IV

WORKERS' COMPENSATION PLANS

4.1Assumption of ALLETE and ADESA Workers' Compensation Plan Liabilities by ADESA.Effective as of the IPO
Date, ADESA shall assume and be solely responsible for all Liabilities relating to, arising out of, or resulting from claims filed by ADESA Employees ("ADESA Claims") whether incurred before or after
the IPO Date.

ARTICLE V

EQUITY AND OTHER COMPENSATION

5.1ALLETE Options.At the time of the Spin-off Date each Option to purchase ALLETE common stock
held by employees and directors of ADESA and ALLETE will be adjusted as follows.



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5.2Employee Stock Purchase Plan.Through the Spin-off Date, ADESA Transferred Employees shall
remain eligible to participate in the ALLETE and Affiliated Companies Employee Stock Purchase Plan. As of the Spin-off Date, ADESA Transferred Employees shall be treated as terminated
ALLETE employees under the terms of the ALLETE and Affiliated Companies Employee Stock Purchase Plan and shall be eligible to participate in the ADESA Employee Stock Purchase Plan upon its effective
date. ADESA shall be under no obligation to establish any stock purchase plan for the ADESA Employees.

5.3Other ALLETE Equity Awards.At the time of the Spin-off, outstanding ALLETE equity awards will
be treated as follows:



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5.4Director Compensation Deferral Plan.ADESA Directors shall cease their participation in the ALLETE Director
Compensation Deferral Plan as of each such Director's Transfer Date. The account balance under the ALLETE Director Compensation Deferral Plan in respect of each ADESA Transferred Director shall be
transferred to the ADESA Director Compensation Deferral Plan as of such Director's Transfer Date and ADESA shall assume such Liability.

5.5Administrative Services.To the extent not provided otherwise in this Article, ALLETE shall provide certain
administrative services to ADESA during the period between the IPO date and the Spin-off Date in conjunction with both the ALLETE and ADESA Plans relating to equity and other compensation
in such manner as ALLETE and ADESA may mutually agree. ADESA shall reimburse ALLETE for any and all direct and indirect costs as agreed to by the parties in the Master Separation Agreement and/or the
Master Transitional Services Agreement.

ARTICLE VI

ADMINISTRATIVE PROVISIONS

6.1Administrative Expenses Not Chargeable to a Trust.Effective as of the IPO Date, to the extent not charged
pursuant to the Master Separation Agreement or another Ancillary Agreement, and to the extent not otherwise agreed to in writing by ALLETE and ADESA, and to the extent not chargeable to a trust
established in connection with a ALLETE Plan, ADESA shall be responsible, through either direct payment or reimbursement to ALLETE in accordance with the Master Separation Agreement and/or the Master
Transitional Services Agreement, for its allocable share of actual third party and/or vendor costs and expenses incurred by ALLETE and additional costs and expenses, subject

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to
the methodology reasonably agreed upon by ALLETE and ADESA, in the administration of (a) the ALLETE Plans while ADESA participates in such ALLETE Plans, and (b) the ADESA Plans, to
the extent ALLETE procures, prepares, implements and/or administers such ADESA Plans.

6.2Sharing of Participant Information.In addition to the responsibilities and obligations of ALLETE and ADESA
specified the Master Separation Agreement, ALLETE and ADESA shall share, or cause to be shared to the extent permitted under applicable law, all participant information that is necessary or
appropriate for the efficient and accurate administration of each of the ALLETE Plans and the ADESA Plans during the respective periods applicable to such Plans as ADESA and ALLETE may mutually
agree). ALLETE and ADESA and their respective authorized agents shall, subject to applicable laws of confidentiality and data protection, be given reasonable and timely access to, and may make copies
of, all information relating to the subjects of this Agreement in the custody of the other party or its agents, to the extent necessary or appropriate for such administration.

6.3Beneficiary Designation.All beneficiary designations made by ADESA Employees and ADESA Transferred
Employees for the ALLETE Plans shall be transferred to and be in full force and effect under the corresponding ADESA Plans, in accordance with the terms of each such applicable ADESA Plan, until such
beneficiary designations are replaced or revoked by the ADESA Employees and ADESA Transferred Employee who made the beneficiary designation.

6.4Requests for IRS and DOL Opinions.ALLETE and ADESA shall make such applications to regulatory agencies,
including the IRS and DOL, as may be necessary or appropriate. ADESA and ALLETE shall cooperate fully with one another on any issue relating to the transactions contemplated by this Agreement for
which ALLETE and/or ADESA elects to seek a determination letter or private letter ruling from the IRS or an advisory opinion from the DOL.

6.5Fiduciary Matters.ALLETE and ADESA each acknowledge that actions contemplated to be taken pursuant to this
Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and that no party shall be deemed to be in violation of this Agreement if such party fails to
comply with any provisions hereof based upon such party's good faith determination that to do so would violate such a fiduciary duty or standard.

6.6Tax Cooperation.In connection with the interpretation and administration of this Agreement, ALLETE and
ADESA shall take into account the agreements and policies established pursuant to the Master Separation Agreement and the parties' intent to qualify the Separation as a tax-free
reorganization under Code Sections 355 and 368(a)(1)(D).

ARTICLE VII

EMPLOYMENT-RELATED MATTERS

7.1Personnel Records.Subject to applicable laws on confidentiality and data protection, ALLETE shall deliver
to ADESA prior to the IPO date (or such other date as ALLETE and ADESA may actually agree), personnel records of ADESA Transferred Employees to the extent such records relate to ADESA Transferred
Employees' active employment by, leave of absence from, or termination of employment with ALLETE.

7.2Confidentiality and Proprietary Information.No provision of the Master Separation Agreement or any
Ancillary Agreement shall be deemed to release any individual for any violation of any ALLETE non-competition guidelines or any agreement or policy pertaining to confidential or
proprietary information of any member of the ALLETE Group, or otherwise relieve any individual of his or her obligations under such non-competition guideline, agreement, or policy.

7.3Non-Termination of Employment; No Third-Party Beneficiaries.Except as specified in this
Agreement, no provision of this Agreement, the Master Separation Agreement, or any Ancillary

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Agreement
shall be construed to create any right or accelerate entitlement to any compensation or benefit whatsoever on the part of any ADESA Employee, ADESA Transferred Employee or other former,
present or future employee of ALLETE or ADESA under any ALLETE Plan or ADESA Plan or otherwise. Without limiting the generality of the foregoing: (a) except with respect to participation in
ALLETE Stock Plans and the ALLETE Employee Stock Purchase Plan, neither the IPO nor the Spin-off, nor the termination of the Participating Company status of ADESA shall cause any employee
to be deemed to have incurred a termination of employment; and (b) no transfer of employment between ALLETE and ADESA before the Spin-off Date shall be deemed a termination of
employment for any purpose hereunder.

7.4Employment Litigation.ADESA shall have the sole responsibility for all employment-related claims regarding
ADESA Employees and ADESA Transferred Employees that exist, or come into existence, on or after the IPO Date relating to, arising out of, or resulting from their employment with ADESA.

ARTICLE VIII

GENERAL PROVISIONS

8.1Effect if IPO and/or Spin-off Does Not Occur.Subject to Section 8.10, if the IPO and/or
Spin-off does not occur, then all actions and events that are, under this Agreement, to be taken or occur effective as of the IPO date or the Spin-off Date, or otherwise in
connection with the IPO or the Spin-off, shall not be taken or occur except to the extent specifically agreed by ADESA and ALLETE.

8.2Relationship of Parties.Nothing in this Agreement shall be deemed or construed by the parties or any third
party as creating the relationship of principal and agent, partnership or joint venture between the parties, the understanding and agreement being that no provision contained herein, and no act of the
parties, shall be deemed to create any relationship between the parties other than the relationship set forth herein.

8.3Affiliates.Each of ALLETE and ADESA shall cause to be performed and hereby guarantee the performance of any
and all actions of each of the respective Affiliates of ALLETE and ADESA which such actions are necessary or appropriate to effectuate.

8.4Incorporation of Master Separation Agreement Provisions.The provisions of Article V (relating to
Covenants and Other Matters) of the Master Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully
set forth herein.

8.5Governing Law.To the extent not preempted by applicable federal law, including, without limitation, ERISA,
the Code and applicable securities laws, this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Delaware, irrespective of the choice of law
principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, performance and remedies.

8.6Assignment.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. 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. Notwithstanding the foregoing, each party (or its successive
assignees or transferees hereunder) may, without such consent, assign or transfer this Agreement, to a Person that succeeds to all or substantially all of its business or assets of such party as long
as such Person agrees to accept all of the terms set forth herein.

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8.7Severability.If any term or other provision of this Agreement is determined 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 and in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the fullest possible extent.

8.8Interpretation.The headings contained in this Agreement or any 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 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, Section or Schedule, such reference shall be to an Article of, Section
of, or Schedule to this Agreement unless otherwise indicated.

8.9Amendment.The Board of Directors of ADESA and ALLETE may mutually agree to amend the provisions of this
Agreement at any time or times, for any reason, either prospectively or retroactively, to such extent and in such manner as the Boards mutually deem advisable. Each Board may delegate its amendment
power, in whole or in part, to one or more Persons or committees as it deems advisable. The General Counsel of ALLETE and the General Counsel of ADESA have full power and authority to mutually adopt
an amendment to this Agreement (subject to each of their authority to amend Plans). No change or amendment will be made to this Agreement, except by an instrument in writing signed by authorized
individuals.

8.10Termination.This Agreement may be terminated and the IPO abandoned at any time prior to the IPO Date by
and in the sole discretion of ALLETE without the approval of ADESA. This Agreement may be terminated at any time after the IPO Date and before the Spin-off Date by mutual consent of ALLETE
and ADESA. In the event of termination pursuant to this Section, no party shall have any liability of any kind to the other party.

8.11Conflict.In the event of any conflict between the provisions of this Agreement and the Master Separation
Agreement, any Ancillary Agreement, or Plan, the provisions of this Agreement shall control.

8.12Counterparts.This Agreement, including the Schedules hereto and the other documents referred to herein,
may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

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IN
WITNESS WHEREOF, each of the parties have caused this Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

| |  | ALLETE, Inc.
| |  | ------------
| |  | By:         
| |  |             
| |  |             
| |  | ADESA, Inc. 
| |  | By:         
| |  |             
| |  |             

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