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EXHIBIT 10.23
FIFTH AMENDMENT
TO THE ADESA CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, ADESA Corporation, Indianapolis, Indiana (the "Sponsoring
Employer") has adopted the ADESA Corporation Supplemental Executive Retirement
Plan (the "Plan") for the benefit of a select group of management and highly
compensated employees; and
WHEREAS, pursuant to Section 7.1 of the Plan, the Sponsoring Employer has
reserved the right to amend the Plan by action of its Board of Directors, and
pursuant to such right the Sponsoring Employer has previously amended the Plan:
by a First Amendment, effective in part as of October 1, 2001 and in part as of
November 1, 2001; by a Second Amendment, effective January 1, 2002; by a Third
Amendment, effective January 1, 2003; and by a Fourth Amendment, effective June
1, 2003; and
WHEREAS, the Board of Directors of the Sponsoring Employer has approved and
adopted the Fifth Amendment to the Plan to provide for the transfer to the Plan
of the account balances under the ALLETE and Affiliated Companies Supplemental
Executive Retirement Plan ("SERP") of those ADESA employees who are participants
in the ALLETE SERP; and
WHEREAS, the Board of Directors of the Sponsoring Employer has authorized
and directed the President of the Sponsoring Employer to execute the Fifth
Amendment to the Plan;
NOW, THEREFORE, the Plan is hereby amended, effective January 1, 2004, as
follows:
I. Article II is amended by the addition of a new section 2.3 which
shall read in its entirety as follows:
"2.3 TRANSFERS FROM ALLETE SERP. The provisions of this section
shall govern the transfer from the ALLETE Supplemental Executive
Retirement Plan ("ALLETE SERP") to the ADESA Corporation Supplemental
Executive Retirement Plan (the "ADESA SERP" or "Plan") of the benefits
accrued by employees of ADESA Corporation who are eligible
participants under the ALLETE SERP.
(a) The provisions of this section shall be applicable only to
the extent that the Plan Administrator has determined, to
its satisfaction, that the ALLETE SERP has been amended to
provide for such transfers.
(b) In the case of any employee of ADESA Corporation who is an
eligible participant under both the ALLETE SERP and the
ADESA SERP at the time of such transfer, the amount
transferred from the ALLETE SERP shall be credited by the
Plan Administrator as
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soon as administratively feasible to such employee's
Deferred Account or Employer Contribution Account, or both,
as applicable, under the Plan. Thereafter such amounts
shall be invested, re-invested, credited with investment
gains and losses and distributed in accordance with, and
shall otherwise be subject to, the applicable provisions of
this Plan, including any amendments thereto adopted
subsequent to such transfer.
(c) In the case of any employee of ADESA Corporation who is an
eligible participant under the ALLETE SERP, but who is not
an eligible participant under ADESA SERP, at the time of
such transfer, the amount transferred from the ALLETE SERP
shall be credited by the Plan Administrator as soon as
administratively feasible to a Deferral Account which the
Administrator shall establish on behalf of such employee
under the Plan for the sole purpose of effecting such
transfer. Thereafter such Deferral Account shall be treated
as an inactive Participant account as set forth in, and as
limited by, the provisions of Section 2.2. Thereafter such
amounts shall also be invested, re-invested, credited with
investment gains and losses and distributed in accordance
with, and shall otherwise be subject to, the applicable
provisions of this Plan, including any amendments thereto
adopted subsequent to such transfer.
(d) No transfer described in (b) or (c) above may be accepted
by the Plan Administrator until after that portion of the
2003 bonus which the ALLETE SERP participant has elected to
defer into the ALLETE SERP has been credited to his or her
deferral account under the ALLETE SERP.
(e) In the case of any transfer described in (b) or (c) above,
to the extent that the amount to be transferred from the
ALLETE SERP consists of mutual fund investments, the
administrator of the ALLETE SERP shall sell such
investments and wire transfer the liquidation proceeds to
the Plan Administrator. Upon receipt of same the Plan
Administrator shall deposit, as soon as administratively
feasible, such funds, in cash into the ADESA Corporation
Supplemental Executive Retirement Plan Trust (the "ADESA
SERP Rabbi Trust").
(f) In the case of any transfer described in (b) or (c) above,
to the extent that the amount to be transferred from the
ALLETE SERP consists of the balance in the employee's
Company Fixed Fund under the ALLETE SERP, ADESA Corporation
shall contribute such balance, including interest
calculated to the date of withdrawal from the ALLETE SERP
at the rate set forth therein, as
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soon as administratively feasible in cash into the ADESA
SERP Rabbi Trust.
(g) For purposes of the allocation and subsequent investment of
the contributions described in (e) and (f) above, the Plan
Administrator shall provide the trustee of the ADESA SERP
Rabbi Trust a per employee allocation of such
contributions. In addition, the Plan Administrator shall
obtain from each such employee a directed investment
election form, and forward a copy of same to such trustee,
pursuant to which such contributions shall thereafter be
invested and reinvested by such trustee at the direction of
the employee, including all subsequent changes in such
investment direction by the employee."
II. Section 5.1, as previously amended by the Third Amendment effective
January 1, 2003, is hereby amended in its entirety to read as follows:
"5.1 TIME OF PAYMENT OF BENEFITS. All amounts credited to the
Deferral and Employer Contribution Accounts of an active or inactive
Participant shall be, or shall commence to be, distributed to or for the
benefit of such Participant (or his or her designated beneficiary in the
event of the Participant's death) within a reasonable period following the
earliest of: (i) the date, prior to cessation of ADESA Corporation as an
affiliate of ALLETE, as of which the Participant terminates employment with
ALLETE, Inc. and all of its affiliated companies; (ii) the date, on or
after cessation of ADESA Corporation as an affiliate of ALLETE, as of which
the Participant terminates employment with ADESA Corporation and all of its
affiliated companies; or (iii) the effective date of any Change in Control
of the Company."
IN WITNESS WHEREOF, the President of the Sponsoring Employer has caused
this Fifth Amendment to be executed this 17th day of December, 2003, but
effective as of January 1, 2004.
ADESA CORPORATION
By: /s/ James P. Hallett
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James P. Hallett, President
ATTEST:
/s/ Karen C. Turner
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Karen C. Turner, Secretary