<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>r8k122105exhibit10.txt
<DESCRIPTION>AGREEMENT WITH WPSC AND WPS INVESTMENTS DATED 12/16/05
<TEXT>
<PAGE>
                                                                      EXHIBIT 10
                                                                  FINAL 11/30/05

                                    AGREEMENT

     THIS  AGREEMENT (the  "AGREEMENT")  is made as of the 16th day of December,
2005, among ALLETE, Inc., a Minnesota corporation  ("ALLETE"),  Wisconsin Public
Service Corporation, a Wisconsin corporation ("WPSC") and WPS Investments,  LLC,
a Wisconsin  limited  liability  company  ("WPSI").  WPSC and WPSI are sometimes
referred  to herein  collectively  as "WPS."  Each of  ALLETE,  WPSC and WPSI is
sometimes referred to herein as a "PARTY" or collectively as the "PARTIES."

     WHEREAS,  WPSC and ALLETE were  originally  joint  applicants in connection
with the  construction  of a 345 kV transmission  line,  which is planned to run
from ALLETE's Arrowhead  substation  located near Duluth,  Minnesota to American
Transmission  Company LLC's ("ATCLLC") Weston  substation,  located near Wausau,
Wisconsin (the "PROJECT");

     WHEREAS,  in connection with the initial joint  development of the Project,
WPSC and ALLETE agreed that ALLETE would have the right to purchase a portion of
the Project located in Wisconsin ("PROJECT RIGHT"); and

     WHEREAS,  the primary  responsibility  for the Project was  transferred  to
ATCLLC in 2003,  pursuant to the November 8, 2002  agreement  among ATCLLC,  ATC
Management  Inc.  ("ATCMI")  (ATCLLC and ATCMI may be  collectively  referred to
herein as "ATC"),  WPSC and WPSI (WPSC and WPSI may be collectively  referred to
herein as "WPS") ("TRANSFER  AGREEMENT"),  and as approved by the Public Service
Commission  of  Wisconsin  ("PSCW") in Docket  05-AE-115  (Order dated April 17,
2003),  and by the Federal  Energy  Regulatory  Commission  ("FERC") in AMERICAN
TRANSMISSION CO. LLC, ET AL., 102 FERC paragraph 62,172 (2003);

     NOW,  THEREFORE,  in  consideration  of the promises and mutual  agreements
herein contained, the Parties hereby agree as follows:

1.   PURPOSE OF AGREEMENT.  The Parties have  determined it is preferable  that,
     rather than  exercising  its Project Right,  ALLETE or ALLETE's  designated
     affiliate (collectively referred to herein as "ALLETE"), funds a portion of
     ATC's  monthly  capital  calls to WPS  pursuant to the  Transfer  Agreement
     ("PROJECT  CAPITAL  CALLS");  and in exchange for ALLETE's  funding of such
     Project  Capital  Calls,  ALLETE  receives  Member  Units  (as such term is
     defined in the ATCLLC  Operating  Agreement dated as of January 1, 2001) in
     ATCLLC,  and Class A Common  Stock (as such  term is  defined  in the ATCMI
     Shareholders Agreement dated as of January 1, 2001) in ATCMI.

     ALLETE is  willing to relinquish its  Project Right in exchange for funding
     $60 million in Project Capital Calls by the end of 2006.

2.   ALLETE   PARTICIPATION   IN  PROJECT  CAPITAL  CALLS.  The  Parties  hereby
     acknowledge and agree that:

        i.   PROJECT  CAPITAL CALLS:  Commencing  with the first Project Capital
             Call on or after the Effective Date (as defined in Section 5 below)
             and subject to the terms of this  Agreement,  ALLETE shall fund 72%
             of each Project Capital Call;  provided  however,

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                                                                  FINAL 11/30/05

             if the  Effective  Date  occurs  after the  December  2005  Project
             Capital Call, but before the January 2006 Project  Capital Call, is
             funded,  ALLETE  shall  fund  78%  of  each  Project  Capital  Call
             beginning  with the  January  2006  Project  Capital  Call.  If the
             Effective  Date occurs after the January 2006 Project  Capital Call
             has been  funded,  the  Parties  shall  cooperate  in good faith to
             modify ALLETE's  percentage  participation in Project Capital Calls
             for the remainder of 2006 with the intent that the modified  ALLETE
             percentage  participation  will allow ALLETE to fund a total of $60
             million in Project Capital Calls by the end of 2006. If,  following
             the May 2006 Project Capital Call, the Parties reasonably determine
             that  ALLETE's  then-current  percentage  participation  in Project
             Capital  Calls will not likely  result in ALLETE being able to fund
             $60 million in Project  Capital Calls by the end of 2006,  then the
             Parties shall agree to a one-time  increase to ALLETE's  percentage
             participation  in Project  Capital  Calls,  beginning with the June
             2006 Project Capital Call. Such increased participation  percentage
             will not  exceed  100% of such  Project  Capital  Calls but will be
             based on an intent to modify ALLETE's  percentage  participation to
             allow  ALLETE to fund a total of $60  million  in  Project  Capital
             Calls by the end of 2006.

        ii.  FUNDING OF PROJECT  CAPITAL CALLS: In the event that WPS, under the
             ATC-WPS Agreements (as such term is defined in Section 6(b) below),
             has the right to refuse to participate  in a Project  Capital Call,
             ALLETE shall also have the right, but not the obligation, to refuse
             to participate in such Project Capital Call.

3.   TERMINATION  OF  PROJECT  RIGHT.  Upon  ALLETE's  funding of a total of $60
     million in  Project  Capital  Calls by the end of 2006,  or in the event of
     WPS's  termination of this Agreement in accordance with Section 7(i) below,
     ALLETE's Project Right shall automatically terminate; provided, however, if
     ALLETE is not  offered  the  opportunity  to fund a total of $60 million in
     Project  Capital Calls by the end of 2006, then the Parties shall negotiate
     in good faith an amendment to this Agreement that preserves and reinstates,
     to the maximum extent possible, each Party's benefits of the bargain as set
     forth in this Agreement.

4.   TRANSACTION DOCUMENTS. In order to effectuate the transaction  contemplated
     in this  Agreement,  the Parties  acknowledge  and agree that the following
     agreements  must be  fully  executed  and  delivered  in  addition  to this
     Agreement:

        i.   Transfer Agreement Amendment,  as defined in Section 9 below, among
             ATCLLC,  ATCMI,  WPSC and WPSI;
        ii.  Operating Agreement between ATCLLC and ALLETE; and
        iii. Subscription Agreement among ATCLLC, ATCMI and ALLETE.

     This Agreement and the agreements listed in subsections (i) through (iii)
     above are collectively referred to herein as the "TRANSACTION DOCUMENTS."

5.   TERM AND EFFECTIVE  DATE. The term of this  Agreement  shall commence as of
     the date first  written  above and shall  expire when ALLETE has funded $60
     million in Project Capital Calls,  unless extended or earlier terminated as
     provided herein  ("TERM").  The "EFFECTIVE DATE" shall be the date on which
     all Required Approvals, as set forth in Section 9 below, have been received
     and all Transaction Documents have been fully executed and delivered.

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                                                                  FINAL 11/30/05

6.   REPRESENTATIONS AND WARRANTIES.

     a. Each of the Parties hereby  represents and warrants to each of the other
        Parties that, from and after the Effective Date:

        i.   This Agreement and the other Transaction Documents to which it is a
             party  constitute  valid and  binding  obligations  of such  Party,
             enforceable  against it in accordance with their respective  terms,
             except  as  such  enforceability  may  be  limited  by  bankruptcy,
             insolvency,   or  similar  laws  or  equitable  remedies  affecting
             creditors' rights generally;
        ii.  There  are  no  lawsuits,   claims,  complaints  or  investigations
             pending,  or to  its  knowledge  threatened,  against  it,  by  any
             governmental  entity or third party that would reasonably be likely
             to prohibit, or otherwise have a materially adverse consequence on,
             the  transactions  contemplated  by this  Agreement  and the  other
             Transaction Documents to which it is a party;
        iii. It has obtained all consents,  authorizations  and  approvals,  and
             taken all  other  actions,  that are  required  for it to  execute,
             deliver and perform its  obligations  under this  Agreement and the
             other Transaction Documents to which it is a party; and
        iv.  The execution, delivery and performance by it of this Agreement and
             the other  Transaction  Documents  to which it is a party will not:
             result in a material  breach under any  agreements to which it is a
             party, or constitute a violation of any applicable  federal,  state
             or local governmental law, regulation or order.

     b. Each of WPSC and WPSI  further  represents  and warrants to ALLETE that:
        (i) all agreements  between it and ATCLLC and/or ATCMI,  which relate to
        the Project and are  reasonably  necessary  for WPSC and WPSI to cede to
        ALLETE a percentage of their rights to  participate  in Project  Capital
        Calls as set forth herein (the "ATC-WPS AGREEMENTS"),  are in full force
        and effect;  and (ii) neither it nor ATC is in violation or breach under
        any of the ATC-WPS Agreements,  and it has received no notice and has no
        knowledge of any claim  alleging a violation or breach under the ATC-WPS
        Agreements,  which would  reasonably  be likely to prohibit or otherwise
        materially  affect the  transactions  contemplated by this Agreement and
        the other  Transaction  Documents to which it is a party.  WPSC and WPSI
        shall  promptly  notify  ALLETE in writing of any  party's  termination,
        violation  or  breach,  or claim or  notice  therefor,  under any of the
        ATC-WPS Agreements.  Any termination of the ATC-WPS  Agreements,  before
        the  termination of the Project Right under Section 3 above,  shall have
        no effect on the Project Right.

The Parties' representations  and warranties  set forth in  this Section 6 shall
survive until the earlier  of the expiration of the Term or  termination of this
Agreement.

7.   TERMINATION. This Agreement may be terminated upon prior, written notice:

        i.   by either WPS or ALLETE if any  representation  or warranty made by
             the  other  Party  under  this   Agreement  or  any  of  the  other
             Transaction  Documents shall prove to have been materially false or
             misleading when made or ceases to remain true during the

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                                                                  FINAL 11/30/05

             Term or if the other Party  breaches any of its  obligations  under
             this  Agreement,  if such  cessation or breach would  reasonably be
             expected  to have a  materially  adverse  consequence  on the other
             Party  or  the   transactions   contemplated   in  the  Transaction
             Documents,  provided that, if cure of the underlying condition that
             resulted  in the untruth or cure of the breach  would  result in it
             having no materially adverse  consequence on the other Party or the
             transactions   contemplated  in  the  Transaction  Documents,  such
             condition  or breach has not been  cured  within  thirty  (30) days
             after receipt of written notice from the other Party;

        ii.  by ALLETE in the event of ATC's:  (i)  dissolution or  liquidation;
             (ii)  assignment  of  any  of  its  rights  under  the  Transaction
             Documents for the benefit of creditors; or (iii)voluntarily filing,
             or having filed  against it, a petition in bankruptcy or insolvency
             or for reorganization or arrangement under United States bankruptcy
             laws or the insolvency act of any State; or

        iii. by ALLETE for all future  Project  Capital  Calls in the event that
             any of the  agreements  described  in  Section  4(i) - (iii)  above
             expires or is terminated;  provided  however,  if ALLETE terminates
             this  Agreement  under  this  subpart  (iii),   the  Parties  shall
             negotiate  in  good  faith  an  amendment  to this  Agreement  that
             preserves and  reinstates,  to the maximum  extent  possible,  each
             Party's benefits of the bargain as set forth in this Agreement.

8.   ASSIGNMENT.  The  Parties'  respective  rights and  obligations  under this
     Agreement  may be  assigned  only with the  written  consents  of the other
     Parties hereto, which consents shall not be unreasonably withheld or unduly
     delayed;  PROVIDED  HOWEVER,  any Party  may,  without  the other  Parties'
     consents, assign all or part of its rights and obligations hereunder to its
     affiliated company including, without limitation, its successor in interest
     by way of merger,  consolidation or sale of all or substantially all of its
     assets. This Agreement shall be binding upon and shall inure to the benefit
     of the Parties,  their  respective  successors and permitted  assigns,  but
     shall not confer any rights or remedies upon any third party. Any purported
     assignment  of this  Agreement  without  the  written  consent of the other
     Parties, if required hereunder, shall be null and void.

9.   REGULATORY  AND OTHER  REQUIRED  APPROVALS.  This  Agreement  is  expressly
     conditioned  on: (i) the PSCW's  approval of an  amendment  to the Transfer
     Agreement, to facilitate ALLETE's participation in Project Capital Calls as
     set forth in Sections 1 and 2 above ("TRANSFER AGREEMENT AMENDMENT");  (ii)
     FERC 203  approval of ALLETE's  acquisition  of Member  Units in ATCLLC and
     Class A Common Stock in ATCMI; and (iii) the approval of the ATCMI Board of
     Directors,  which is  attached  as EXHIBIT A hereto and made a part  hereof
     ("ATCMI BOARD OF DIRECTORS' APPROVAL").  (Collectively,  subparts (i), (ii)
     and (iii) are  referred  to herein as  "REQUIRED  APPROVALS.")  The Parties
     shall cooperate in good faith in seeking all Required  Approvals  necessary
     to effectuate  this  Agreement and the other  Transaction  Documents.  If a
     Party receives notice, or otherwise becomes aware, that another  regulatory
     approval is required in order to  effectuate  this  Agreement  or the other
     Transaction  Documents,  such  Party  shall  notify the other  Parties  via
     telephone as soon as practicable, and they shall cooperate in good faith to
     obtain such additional regulatory approval as expeditiously as possible.

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                                                                  FINAL 11/30/05

10.  SEVERABILITY.  If:  (i) any  term of this  Agreement  is  determined  to be
     invalid,  illegal or unenforceable  by any court or governmental  authority
     having  jurisdiction;  or (ii) one or more of the  Required  Approvals  set
     forth in Section 9 above is not obtained by May 15,  2006,  or is denied or
     conditioned  in a  manner  that  materially  adversely  affects  a  Party's
     respective  benefits  and  obligations  hereunder,  then the Parties  shall
     negotiate  in good  faith a new  provision  or new  agreement  that will be
     legally enforceable,  or gain such Required Approvals as applicable, and to
     the maximum extent  possible,  restore each Party's benefits of the bargain
     contained in this Agreement.

11.  COUNTERPARTS.  This  Agreement  may be  executed  in any number of separate
     counterparts,  each of which shall be deemed to be an  original  and all of
     which together shall constitute one and the same agreement.

       IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
Parties hereto on the date first written above.



WISCONSIN PUBLIC SERVICE                ALLETE, INC.
CORPORATION

By: /s/ Larry L. Weyers                 By: /s/ Donald J. Shippar
   -----------------------------------     -------------------------------------
 Name: Larry L. Weyers                    Name: Donald J. Shippar
 Title: Chairman and Chief Executive           ---------------------------------
        Officer                           Title: President & CEO
                                                --------------------------------



WPS INVESTMENTS, LLC
BY WPS RESOURCES CORPORATION, ITS MANAGER

By: /s/ Larry L. Weyers
   -----------------------------------
 Name: Larry L. Weyers
 Title: Chairman, President and Chief
        Executive Officer





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</TEXT>
</DOCUMENT>
