<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>rexhibit10a.txt
<DESCRIPTION>EX-10(A): JULY 2004 AMENDMENT EXECUTIVE ANNUAL INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(a)

                                AMENDMENT TO THE
                     ALLETE EXECUTIVE ANNUAL INCENTIVE PLAN


The ALLETE Executive Annual Incentive Plan effective January 1, 1996, is amended

as follows:

       1. Effective July 20, 2004, Section 2.3. is amended to add the following
          at the end of the Section:

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


                                        ALLETE, INC.



                                        By:        /s/ Donald J. Shippar
                                           -------------------------------------
                                           Donald J. Shippar
                                           President and Chief Executive Officer



Attest:      /s/ Deborah A. Amberg
       ---------------------------------
       Deborah A. Amberg
       Vice President
       General Counsel & Secretary

</TEXT>
</DOCUMENT>
