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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC   20549






                                  FORM 8-K



                               CURRENT REPORT



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



    Date of Report (Date of Earliest Event Reported) - February 23, 1995



                         Commission File No. 1-3548




                       MINNESOTA POWER & LIGHT COMPANY
                           A Minnesota Corporation
                 IRS Employer Identification No. 41-0418150
                           30 West Superior Street
                          Duluth, Minnesota   55802
                          Telephone - (218) 722-2641


Item 5.  Other Events.

     On January 5, 1995, ADESA Corporation and Minnesota Power & Light Company 
jointly announced that they had entered into a letter of intent outlining terms 
of a merger under which ADESA will become an 80 percent-owned subsidiary of 
Minnesota Power. Pursuant to the proposed merger, all shareholders of ADESA, 
other than certain officers, will receive $17.00 in cash for each share of 
their ADESA common stock. On February 23, 1995, ADESA and Minnesota Power & 
Light Company announced the execution of the merger agreement, a copy of which 
is attached as an Exhibit hereto. In addition to the merger agreements, 
employment agreements with ADESA's five top managers are being executed, 
providing for continued employment through April 1999. Put and Call Agreements 
are also being executed which provide ADESA management the right to sell to 
Minnesota Power, and Minnesota Power the right to purchase, ADESA management's 
20 percent retained ownership interest in ADESA, in increments during the years 
1997, 1998, and 1999, at a price based on ADESA's financial performance.

Item 7.  Financial Statements and Exhibits.

(c)  Exhibit

     2 -  Agreement and Plan of Merger by and among Minnesota Power & Light 
          Company, AC Acquisition Sub, Inc., ADESA Corporation and Certain 
          ADESA Management Shareholders dated February 23, 1995 (without 
          Schedules and Exhibits). The Registrant agrees to provide a copy of 
          such Schedules and Exhibits to the Commission upon request.

                                   - 1 -


                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.






                                        Minnesota Power & Light Company
                                   -------------------------------------------
                                                  (Registrant)






March 3, 1995                                    D. G. Gartzke
                                   -------------------------------------------
                                                 D. G. Gartzke
                                         Senior Vice President - Finance 
                                           and Chief Financial Officer

                                   - 2 -










                                                                      2/23/95












                         AGREEMENT AND PLAN OF MERGER


                                 By and Among

                         MINNESOTA POWER & LIGHT COMPANY

                            AC ACQUISITION SUB, INC.

                               ADESA CORPORATION

                                     AND

                     CERTAIN ADESA MANAGEMENT SHAREHOLDERS


                               TABLE OF CONTENTS


ARTICLE I - CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . .      1

ARTICLE II - PLAN OF MERGER . . . . . . . . . . . . . . . . . . . . . .      5
     2.1  The Merger of Sub into ADESA  . . . . . . . . . . . . . . . .      5
     2.2  Effective Time of the Merger. . . . . . . . . . . . . . . . .      5
     2.3  Certain Effects of the Merger . . . . . . . . . . . . . . . .      5
     2.4  Articles and Bylaws of the Surviving Corporation  . . . . . .      6
     2.5  Board of Directors and Officers . . . . . . . . . . . . . . .      6
     2.6  Effect on Capital Stock . . . . . . . . . . . . . . . . . . .      7
     2.7  Exchange of Certificates; Payment for Shares  . . . . . . . .      7
     2.8  Closing of the Surviving Corporation's Transfer Books . . . .      9
     2.9  Stock Options . . . . . . . . . . . . . . . . . . . . . . . .      9

ARTICLE III - REPRESENTATIONS AND WARRANTIES
              OF ADESA  . . . . . . . . . . . . . . . . . . . . . . . .      9
     3.1  Organization, Standing and Power of ADESA . . . . . . . . . .      9
     3.2  Capitalization  . . . . . . . . . . . . . . . . . . . . . . .      9
     3.3  Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . .     10
     3.4  Authority . . . . . . . . . . . . . . . . . . . . . . . . . .     10
     3.5  Related Board Action  . . . . . . . . . . . . . . . . . . . .     11
     3.6  SEC Documents . . . . . . . . . . . . . . . . . . . . . . . .     11
     3.7  Compliance with Laws; Governmental Obligations  . . . . . . .     12
     3.8  Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .     12
     3.9  Absence of Certain Changes or Events  . . . . . . . . . . . .     12
     3.10 Litigation  . . . . . . . . . . . . . . . . . . . . . . . . .     13
     3.11 Title to Properties . . . . . . . . . . . . . . . . . . . . .     13
     3.12 Leased Properties . . . . . . . . . . . . . . . . . . . . . .     13
     3.13 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .     13
     3.14 Certain Agreements  . . . . . . . . . . . . . . . . . . . . .     14
     3.15 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
     3.16 Patents, Trademarks, Etc. . . . . . . . . . . . . . . . . . .     15
     3.17 Environmental Matters . . . . . . . . . . . . . . . . . . . .     15
     3.18 No Defaults . . . . . . . . . . . . . . . . . . . . . . . . .     16
     3.19 Brokers or Finders  . . . . . . . . . . . . . . . . . . . . .     16
     3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .     17
     3.21 Certain Labor Matters . . . . . . . . . . . . . . . . . . . .     17
     3.22 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . .     17

ARTICLE IV - REPRESENTATIONS AND WARRANTIES
             OF MPL AND SUB . . . . . . . . . . . . . . . . . . . . . .     17
     4.1  Organization, Standing and Power  . . . . . . . . . . . . . .     17
     4.2  Authority . . . . . . . . . . . . . . . . . . . . . . . . . .     17
     4.3  Information Supplied  . . . . . . . . . . . . . . . . . . . .     18
     4.4  Financial Ability . . . . . . . . . . . . . . . . . . . . . .     18
     4.5  Status of Sub . . . . . . . . . . . . . . . . . . . . . . . .     18

ARTICLE V - COVENANTS RELATING TO CONDUCT OF BUSINESS . . . . . . . . .     18
     5.1  Ordinary Course . . . . . . . . . . . . . . . . . . . . . . .     18
     5.2  No Solicitation or Negotiation  . . . . . . . . . . . . . . .     20


ARTICLE VI - ADDITIONAL AGREEMENTS  . . . . . . . . . . . . . . . . . .     21
     6.1  Preparation of Proxy Statement and Transaction Statements . .     21
     6.2  Other SEC Filings . . . . . . . . . . . . . . . . . . . . . .     21
     6.3  MPL Information . . . . . . . . . . . . . . . . . . . . . . .     22
     6.4  Letter of ADESA's Accountants . . . . . . . . . . . . . . . .     22
     6.5  HSR Act Filings . . . . . . . . . . . . . . . . . . . . . . .     22
     6.6  Requisite Shareholder Approval  . . . . . . . . . . . . . . .     23
     6.7  Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . .     23
     6.8  Opinion of ADESA's Counsel  . . . . . . . . . . . . . . . . .     23
     6.9  Opinion of Counsel for MPL and Sub  . . . . . . . . . . . . .     25
     6.10 Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . .     26
     6.11 Access to Information . . . . . . . . . . . . . . . . . . . .     26
     6.12 Best Efforts  . . . . . . . . . . . . . . . . . . . . . . . .     27

ARTICLE VII - CERTAIN DEPOSITS, FEES AND
              POST MERGER COVENANTS . . . . . . . . . . . . . . . . . .     27
     7.1  MPL Deposit . . . . . . . . . . . . . . . . . . . . . . . . .     27
     7.2  Return of Deposit to MPL  . . . . . . . . . . . . . . . . . .     27
     7.3  Certain Payments to ADESA . . . . . . . . . . . . . . . . . .     28
     7.4  Certain Payments to MPL . . . . . . . . . . . . . . . . . . .     28
     7.5  Purchase of Additional Common Stock . . . . . . . . . . . . .     28
     7.6  Employee Incentives . . . . . . . . . . . . . . . . . . . . .     29
     7.7  MPL's Board of Directors  . . . . . . . . . . . . . . . . . .     29
     7.8  ADESA's Board of Directors  . . . . . . . . . . . . . . . . .     30
     7.9  Indemnification and Officers' and Directors'
          Liability Insurance . . . . . . . . . . . . . . . . . . . . .     30

ARTICLE VIII - CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . .     30
     8.1  Conditions to Each Party's Obligation to Effect the
          Merger  . . . . . . . . . . . . . . . . . . . . . . . . . . .     30
     8.2  Additional Conditions to Obligations of MPL and Sub . . . . .     31
     8.3  Additional Conditions to Obligations of ADESA . . . . . . . .     32

ARTICLE IX - CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . .     32

ARTICLE X - TERMINATION, AMENDMENT AND WAIVER . . . . . . . . . . . . .     33
     10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . .     33
     10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . .     33
     10.3 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .     34
     10.4 Extension; Waiver . . . . . . . . . . . . . . . . . . . . . .     34
     10.5 Procedure for Termination, Amendment, Extension or Waiver . .     34

ARTICLE XI - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . .     34
     11.1   Nonsurvival of Representations, Warranties and
            Agreements  . . . . . . . . . . . . . . . . . . . . . . . .     34
     11.2   Additional MPL Covenants  . . . . . . . . . . . . . . . . .     34
     11.3   Notices . . . . . . . . . . . . . . . . . . . . . . . . . .     35
     11.4   Publicity . . . . . . . . . . . . . . . . . . . . . . . . .     36
     11.5   Counterparts  . . . . . . . . . . . . . . . . . . . . . . .     36
     11.6   Entire Agreement; No Third-Party Beneficiaries  . . . . . .     36

     11.7   Governing Law . . . . . . . . . . . . . . . . . . . . . . .     36
     11.8   Assignment  . . . . . . . . . . . . . . . . . . . . . . . .     36
     11.9   No Limitation on Remedies . . . . . . . . . . . . . . . . .     36
     11.10  Interpretation  . . . . . . . . . . . . . . . . . . . . . .     36
     11.11  Meanings of Pronouns; Singular and Plural Words . . . . . .     37

SCHEDULES:

     Schedule 3.3   Subsidiaries . . . . . . . . . . . . . . . . . . .       9
     Schedule 3.7   Certain Violations . . . . . . . . . . . . . . . .      11
     Schedule 3.8   Liabilities  . . . . . . . . . . . . . . . . . . .      12
     Schedule 3.9   Absence of Certain Changes or Events . . . . . . .      12
     Schedule 3.11  Title to Properties  . . . . . . . . . . . . . . .      13
     Schedule 3.14  Certain Agreements . . . . . . . . . . . . . . . .      14
     Schedule 3.17  Environmental Matters  . . . . . . . . . . . . . .      15
     Schedule 3.20  Insurance  . . . . . . . . . . . . . . . . . . . .      16

EXHIBITS:

     Exhibit A      Letter from ADESA's Accountants
     Exhibit B      Employee Incentive Plan
     Exhibit C      Subscription and Capitalization Agreement


                         AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER dated February 23, 1995, by and among 
Minnesota Power & Light Company, a Minnesota corporation ("MPL"), AC 
Acquisition Sub, Inc., an Indiana Corporation and a wholly owned subsidiary of 
MPL ("Sub"), ADESA Corporation, an Indiana Corporation ("ADESA"), D. Michael 
Hockett, Larry S. Wechter, Jerry Williams, David H. Hill, and John E. Fuller.

     WHEREAS, the board of directors of each of MPL, ADESA and Sub have 
approved the terms and conditions of this Agreement which provide for the 
acquisition of ADESA by MPL; and

     WHEREAS, in furtherance of such acquisition, the board of directors of 
each of MPL, ADESA and Sub has determined that it is advisable to merge Sub 
with and into ADESA as the surviving corporation, and have approved such merger 
pursuant and subject to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of and subject to the mutual promises, 
covenants and conditions contained herein, and in reliance upon the 
representations and warranties contained or provided for herein, the parties 
agree as follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS

     As used in this Agreement, the following terms shall have the meanings 
herein specified, unless the context otherwise requires.

     1.1  Acquisition shall have the meanings set forth in sections 5.2 and 
7.4, respectively.

     1.2  Additional SEC Documents shall have the meaning set forth in section 
6.2.

     1.3  ADESA Halifax shall mean Greater Halifax Auto Dealers Exchange, 
Inc., a Nova Scotia Corporation.

     1.4  ADESA Canada shall mean ADESA Canada, Inc., a Quebec corporation.

     1.5  Adverse Claim shall mean with respect to any asset, any security 
interest, lien, encumbrance, pledge, trust, charge, proxy, conditional sale, 
title retention agreement, rights under any contract, liability and any other 
burden of any nature whatsoever attached to or affecting such asset.

     1.6  Affiliate shall mean a Person that directly or indirectly through 
one or more intermediaries controls, is controlled by, or is under common 
control with, another Person.


     1.7  Ancillary Agreements shall mean the Executive Employment Agreements 
between ADESA and each of the Management Shareholders, the Stock Purchase 
Agreement by and among ADESA and the Management Shareholders, the Put and Call 
Agreement by and among MPL, ADESA and the Management Shareholders, the 
Subscription and Capitalization Agreement, the Stock Option Termination 
Agreements, and the Executive Employment Agreement, Stock Purchase Agreement 
and Put and Call Agreement between ADESA Canada and Hallett, all of even date 
herewith.

     1.8  Articles of Merger shall mean articles of merger which meet the 
requirement of IBCL Section 23-1-40-5.

     1.9  Agreement shall mean this Agreement and the Exhibits and Schedules 
hereto.

     1.10 Certificate shall have the meaning set forth in section 2.7(c).
     
     1.11 Closing shall have the meaning set forth in Article IX.

     1.12 Closing Date shall have the meaning set forth in Article IX.

     1.13 Code shall mean the Internal Revenue Code of 1986 and the rules and 
regulations promulgated thereunder, as amended and supplemented from time to 
time, or any successor statute thereto.

     1.14 Common Stock shall mean the no par value common shares of ADESA.

     1.15 Constituent Corporations shall have the meaning set forth in section 
2.1.

     1.16 Deposit shall have the meaning set forth in section 7.1.

     1.17 Disinterested Shareholders shall mean all shareholders of ADESA other 
than the Management Shareholders and MPL.

     1.18 DOJ shall mean the antitrust division of the United States Department 
of Justice.

     1.19 ERISA shall mean the Employment Retirement Income Security Act of 
1974 and the rules and regulations promulgated thereunder, as amended and 
supplemented from time to time, or any successor statute thereto.

     1.20 ERISA Plan shall mean any "employee benefit plan," "employee pension 
benefit plan," "defined benefit plan," "defined contribution plan," or 
"multiemployer benefit plan" as said terms are defined in section 3 of ERISA 
and any applicable rules and regulations promulgated thereunder.

                                   2

     1.21 Effective Time shall have the meaning set forth in section 2.2.

     1.22 Exchange Act shall mean the Securities Exchange Act of 1934 and the 
rules and regulations promulgated thereunder, as amended and supplemented from 
time to time, or any successor statute.

     1.23 FTC shall mean the United States Federal Trade Commission.

     1.24 Governmental Entity shall mean any court, tribunal, arbitrator, 
authority, agency, commission, official or other instrumentality of the United 
States or any foreign country, or any political subdivision thereof (whether 
state, provincial, county, city, municipal or otherwise) including the FTC, 
DOJ, SEC, and the Minnesota Public Utility Commission.

     1.25 Hallett shall mean James P. Hallett.

     1.26 Hockett shall mean D. Michael Hockett.

     1.27 HSR Act shall mean the Hart-Scott-Rodino Antitrust Improvements Act 
of 1976 and the rules and regulations promulgated thereunder, as amended and 
supplemented from time to time, or any successor statute thereto.

     1.28 HSR Filings shall mean the filings legally required to be made with 
the FTC and the DOJ pursuant to the HSR Act.

     1.29 HSR Waiting Period shall mean all applicable waiting periods under 
the HSR Act, including all applicable time periods following a second request 
for information made by the DOJ or the FTC under the HSR Act.

     1.30 IBCL shall have the meaning set forth in section 2.1.

     1.31 Interested Shareholders shall mean MPL and the Management 
Shareholders.

     1.32 Letter of Intent shall mean that certain letter of intent dated 
January 5, 1995 among ADESA, MPL, the Management Shareholders and Hallett.

     1.33 Management Shareholders shall mean Hockett, Larry S. Wechter, Jerry 
Williams, David H. Hill and John E. Fuller.

     1.34 Material Adverse Effect with respect to a Person shall mean any 
event, condition, development or effect which, individually or in the 
aggregate, shall have had, or insofar as can reasonably be foreseen will have, 
a material adverse effect on the business, operations, assets, liabilities or 
condition (financial 

                                   3


or otherwise) of a Person and all of its subsidiaries (if applicable) taken as 
a whole.

     1.35 Merger shall have the meaning set forth in section 2.1.

     1.36 Merger Price shall have the meaning set forth in section 2.6(b).

     1.37 Merger Proxy Statement shall have the meaning set forth in section 
3.4.

     1.38 MPL Information shall have the meaning set forth in section 6.3.

     1.39 Paying Agent shall mean the bank or trust company selected by the 
Surviving Corporation pursuant to section 2.7(a).

     1.40 Person shall mean any natural person, corporation, limited liability 
company, general partnership, limited partnership, proprietorship, joint 
venture, trust, association, union, entity, any other form of business 
organization whatsoever or Governmental Entity. 

     1.41 Property shall have the meaning set forth in section 3.17.

     1.42 Requisite Shareholder Approval shall have the meaning set forth in 
section 6.6. 

     1.43 Rule 13e-3 Transaction Statement and Schedule 13E-3 shall mean the 
transaction statement and schedule required by Rule 13e-3 (Reg. Section 
240.13e-3) of the Exchange Act.

     1.44 SEC shall mean the Securities and Exchange Commission.

     1.45 SEC Documents shall have the meaning set forth in section 3.6.

     1.46 Securities Act shall mean the Securities Act of 1933 and the rules 
and regulations promulgated thereunder, as amended and supplemented from time 
to time, or any successor statute.

     1.47 Stock Option shall have the meaning set forth in section 2.9.

     1.48 Stock Option Plan shall have the meaning set forth in section 2.9.

     1.49 Stock Option Termination Agreements shall have the meaning set forth 
in section 2.9.

     1.50 Subscription and Capitalization Agreement shall have the meaning set 
forth in section 8.2(c).

                                   4


     1.51 Surviving Corporation shall have the meaning set forth in section 
2.3(a).

     1.52 Taxes shall mean (i) any tax, charge, fee, levy or other assessment, 
including but not limited to any net income, gross income, gross receipts, 
sales, use, ad valorem, transfer, franchise, profits, withholding, payroll, 
employment, social security, unemployment, excise, estimated, stamp, occupancy, 
occupation, property or other similar taxes, including any interest or 
penalties thereon, and additions to tax or additional amounts imposed by any 
federal, state, local or foreign governmental authority, domestic or foreign, 
or (ii) any liability of ADESA or any of its Subsidiaries for the payment of 
any taxes, interest, penalty, addition to tax or like additional amount 
resulting from the application of Treas. Reg. Section 1.1502-6 or comparable 
provisions of any taxing authority.

     1.53 Voting Debt shall have the meaning set forth in section 3.2.

                              ARTICLE II

                            PLAN OF MERGER


     2.1  The Merger of Sub into ADESA.  At the Effective Time, Sub shall be 
merged with and into ADESA (the "Merger") in accordance with the applicable 
provisions of the Indiana Business Corporation Law ("IBCL") with the effects 
set forth herein and in the applicable provisions of the IBCL.  (Sub and ADESA 
are sometimes referred to herein as the "Constituent Corporations".)

     2.2  Effective Time of the Merger.  At the Closing, the Surviving 
Corporation shall cause the Merger to be consummated by filing with the 
Secretary of State of the State of Indiana, Articles of Merger relating to the 
Merger, in such form as required by, and executed in accordance with, the IBCL. 
The time of such filing or the other time, if any, set forth in the Articles of 
Merger shall be the "Effective Time".

     2.3  Certain Effects of the Merger.  At the Effective Time:

          (a)  The separate existence of Sub shall cease, and ADESA, as the 
     surviving corporation in the Merger (hereinafter referred to for periods 
     after the Effective Time as the "Surviving Corporation"), shall continue 
     its corporate existence under the laws of the State of Indiana under the 
     name ADESA Corporation; and

          (b)  ADESA, as the Surviving Corporation, shall possess all the 
     rights, privileges, powers and franchises as well of a public as of a 
     private nature, and be subject to all the restrictions, disabilities and 
     duties of each of the Constituent Corporations; and all and singular, 
     the rights,

                                   5


     privileges, powers and franchises of each of the Constituent 
     Corporations, and all property, real, personal and mixed, and all debts 
     due to any of the Constituent Corporations on whatever account, as well 
     for stock subscriptions as all other things in action or belonging to each 
     of the Constituent Corporations shall be vested in the Surviving 
     Corporation; and all property, rights, privileges, powers and franchises, 
     and all and every other interest shall be thereafter as effectually the 
     property of the Surviving Corporation as they were of the Constituent 
     Corporations, and the title to any real estate vested by deed or otherwise 
     in any of the Constituent Corporations, shall not revert or be in any way 
     impaired; but all rights of creditors and all liens upon any property of 
     any of the Constituent Corporations shall be preserved unimpaired, and all 
     debts, liabilities and duties of the respective Constituent Corporations 
     shall thenceforth attach to the Surviving Corporation, and may be enforced 
     against it to the same extent as if said debts, liabilities and duties had 
     been incurred or contracted by it.

     2.4  Articles and Bylaws of the Surviving Corporation.

          (a)  The articles of incorporation of ADESA as in effect at the 
     Effective Time shall be the articles of incorporation of the Surviving 
     Corporation until they shall thereafter be amended as provided by law.

          (b)  The bylaws of ADESA as in effect at the Effective Time shall be 
     the bylaws of the Surviving Corporation until they shall thereafter be 
     amended as provided by law.

     2.5  Board of Directors and Officers.

          (a)  The directors of the Surviving Corporation at the Effective 
     Time shall be:

          Donnie R. Crandell            Robert S. Nickoloff
          Dennis E. Evans               Arend J. Sandbulte
          David H. Hill                 Bruce W. Stender
          D. Michael Hockett            Larry S. Wechter
          Jack R. Kelly, Jr.            Jerry Williams
          John M. Mutz

     Each of said directors shall serve in accordance with the bylaws of the 
     Surviving Corporation and the IBCL until his successor shall be elected 
     and shall duly qualify.

          (b)  The officers of the Surviving Corporation at the Effective Time 
     shall be:

     D. Michael Hockett       President 
     David H. Hill            Executive Vice President-
                              Chief Operating Officer 

                                   6


     Carl J. Miskotten        Executive Vice President-
                              Sales and Marketing 
     James P. Hallett         Executive Vice President-Canadian Operations
     John E. Fuller           Executive Vice President-AFC 
     Larry S. Wechter         Executive Vice President-
                              Chief Financial Officer and Treasurer
     Jerry Williams           Executive Vice President and
                              Secretary
     G. Patrick Stillman      Executive Vice President-
                              Administration
     Robert D. Rauschenberg   Vice President-Sales
     Christine L. Walsh       Vice President-Fleet Operations

     Each of said officers shall serve in accordance with the bylaws of the 
     Surviving Corporation and the IBCL until his successor shall be elected 
     and shall duly qualify.

     2.6  Effect on Capital Stock.  At the Effective Time, by virtue of the 
Merger and without any action on the part of any shareholder: 

          (a)  All shares of Common Stock owned by Sub or which are held by 
     ADESA as treasury shares immediately prior to the Effective Time shall be 
     cancelled, and no payment shall be made in respect of such shares.

          (b)  Each share of Common Stock issued and outstanding immediately 
     prior to the Effective Time (other than shares of Common Stock to be 
     canceled in accordance with section 2.6(a)) shall be converted into the 
     right to receive $17.00 per share in cash ("Merger Price").

          (c)  Each share of capital stock of Sub issued and outstanding 
     immediately prior to the Effective Time shall be converted into one 
     validly issued fully paid and nonassessable common share of the Surviving 
     Corporation.

     2.7  Exchange of Certificates; Payment for Shares.

          (a)  Prior to the Closing Date, ADESA shall select a bank or trust 
     company to act as paying agent (the "Paying Agent") for the payment of the 
     cash consideration specified in section 2.6(b) upon surrender of 
     certificates representing Common Stock converted into the right to receive 
     cash pursuant to the Merger.

          (b)  On the Closing Date the Surviving Corporation will provide to 
     the Paying Agent on a timely basis funds necessary to pay for the shares 
     of Common Stock pursuant to section 2.6(b).

                                   7


          (c)  As soon as practicable after the Effective Time, the Paying 
     Agent shall mail to each holder of record of a certificate or certificates 
     which immediately prior to the Effective Time represented outstanding 
     shares of Common Stock, other than Sub whose shares of Common Stock are to 
     be cancelled as provided in Section 2.6(a) (the "Certificates"), (i) a 
     letter of transmittal (which shall specify that delivery shall be 
     effected, and risk of loss and title to the Certificates shall pass, only 
     upon delivery of the Certificates to the Paying Agent and shall be in such 
     form and have such other provisions as the Surviving Corporation may 
     reasonably specify) and (ii) instructions for use in effecting the 
     surrender of the Certificates in exchange for the amount of cash specified 
     in section 2.6(b).  Upon surrender of a Certificate for cancellation to 
     the Paying Agent or to such other agent or agents as may be appointed by 
     the Surviving Corporation, together with such letter of transmittal, duly 
     executed, and such other documents as may be required by the Paying Agent, 
     the holder of such Certificate shall receive in exchange therefor the 
     amount of cash into which the shares of Common Stock theretofore 
     represented by the Certificate so surrendered shall have been converted 
     pursuant to the provisions of section 2.6(b), and the Certificate so 
     surrendered shall forthwith be canceled.  No interest will accrue or be 
     paid on the cash payable upon the surrender of any Certificate.  In the 
     event of a transfer of ownership of Common Stock which is not registered 
     in the transfer records of the Surviving Corporation, a check in payment 
     of the proper amount of cash may be issued to a transferee if the 
     Certificate representing such Common Stock is presented to the Paying 
     Agent, accompanied by all documents required to evidence and effect such 
     transfer and by evidence that any applicable stock transfer taxes have 
     been paid.  Until surrendered as contemplated by this section 2.7, each 
     Certificate shall be deemed at any time after the Effective Time to 
     represent only the right to receive upon such surrender the amount of cash 
     specified in section 2.6(b).  Any funds deposited with the Paying Agent 
     that remain unclaimed by the former shareholders of the Surviving 
     Corporation for one year after the Effective Time shall be paid to the 
     Surviving Corporation upon demand and any former shareholders of the 
     Surviving Corporation who have not theretofore complied with the 
     instructions for exchanging their Certificates shall thereafter look only 
     to the Surviving Corporation for payment.

          (d)  No Further Ownership Rights in Common Stock.  All cash paid 
     upon the surrender of shares of Common Stock of the Surviving Corporation 
     in accordance with the terms hereof shall be deemed to have been paid in 
     full satisfaction of all rights pertaining to such shares of Common Stock. 
     If, after the Effective Time, Certificates are presented to the Surviving 
     Corporation for any reason, they shall be canceled as provided in this 
     Agreement.  

                                   8


     2.8  Closing of the Surviving Corporation's Transfer Books.  At the 
Effective Time, the stock transfer books of the Surviving Corporation shall be 
closed and no transfer of shares of Common Stock (other than shares of Common 
Stock into which the capital stock of Sub is converted pursuant to the Merger) 
shall thereafter be made, except for shares issued pursuant to the Merger and 
transfers made pursuant to one or more of the Ancillary Agreements.

     2.9  Stock Options.  At the Effective Time, each then outstanding option 
(whether or not then exercisable) to purchase shares of Common Stock (a "Stock 
Option") granted under ADESA's 1992 Stock Option Plan ("Stock Option Plan") 
other than non-employee director Stock Options will expire by virtue of the 
Merger, as provided pursuant to the terms and conditions of the Stock Option 
Agreement pursuant to which such Stock Options were issued and by which they 
are governed, without any action on the part of the holder thereof or by ADESA, 
and each then outstanding non-employee director Stock Option (whether or not 
then exercisable) granted under the Stock Option Plan will be cancelled 
pursuant to the terms of termination agreements between ADESA and the non-
employee directors ("Stock Option Termination Agreements").  The Surviving 
Corporation shall pay each holder of any expired or cancelled Stock Options an 
amount in cash equal to the product of (i) the total number of shares of Common 
Stock which the holder thereof would have been entitled to purchase pursuant to 
such holder's expired or cancelled Stock Options and (ii) the amount by which 
the Merger Price exceeds the exercise price per share pursuant to such expired 
or cancelled Stock Options.

                              ARTICLE III

                    REPRESENTATIONS AND WARRANTIES
                                OF ADESA

     ADESA hereby represents and warrants as follows:

     3.1  Organization, Standing and Power of ADESA.  ADESA is a corporation 
duly organized and in existence under the laws of the State of Indiana, has all 
requisite corporate power and authority to own, lease and operate its 
properties and assets and to conduct its business as now being conducted and is 
duly qualified and in good standing to do business in each jurisdiction in 
which the operation of its business or the ownership or leasing of its 
properties makes such qualification necessary, except for the failure to be so 
qualified which is not a Material Adverse Effect.

     3.2  Capitalization.  The authorized capital of ADESA consists of 
40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, of 
no par value, of which, as of the date hereof, 11,103,666 shares of Common 
Stock are issued and outstanding and 775,450 shares of Common Stock are 
reserved for issuance upon exercise of outstanding Stock Options granted 
pursuant to the Stock Option Plan.  No shares of Common Stock are held in 
ADESA's

                                   9


treasury or owned by Subsidiaries of ADESA.  All issued and outstanding shares 
of Common Stock have been duly authorized and validly issued and are fully paid 
and nonassessable.  There are no bonds, debentures, notes or other indebtedness 
having the right to vote on any matters on which ADESA's shareholders may vote 
("Voting Debt") issued or outstanding.  Except for existing outstanding Stock 
Options, there exists no subscription, option, warrant, call, conversion or 
other right, agreement or commitment of any character obligating ADESA, 
contingently or otherwise, to issue or sell any shares of its capital stock, or 
any other securities (including Voting Debt) whether or not such securities are 
convertible into or exchangeable for any shares of ADESA's capital stock.

     3.3  Subsidiaries.  All of ADESA's subsidiaries ("Subsidiaries") are 
listed in Schedule 3.3 attached hereto and made a part hereof.  Each ADESA 
Subsidiary is a corporation or limited liability company duly organized, 
validly existing and in good standing (as applicable) under the jurisdiction of 
its incorporation or organization, has all requisite corporate or other power 
to own, lease and operate its properties and assets and to conduct its business 
as now being conducted and is duly qualified and in good standing in each 
jurisdiction in which the operation of its business or the ownership or leasing 
of its properties makes such qualification necessary, except for any failure to 
be so qualified which is not a Material Adverse Effect.  All of the outstanding 
shares of capital stock of each ADESA Subsidiary are validly issued, fully paid 
and nonassessable and, except as disclosed in Schedule 3.3, are owned by and 
registered in the name of ADESA, free and clear of any Adverse Claims.  There 
are no existing options, calls, commitments or other agreements of any 
character relating to the issued or unissued capital stock or other securities 
of any ADESA Subsidiary.  Except for the Subsidiaries listed on Schedule 3.3 to 
the Disclosure Statement, ADESA does not directly or indirectly own any equity 
interest in any other Person.

     3.4  Authority.  ADESA has all requisite corporate power and authority to 
enter into this Agreement and (subject to adoption of this Agreement by the 
Requisite Shareholder Approval) to consummate the transactions contemplated 
hereby.  The execution and delivery of this Agreement by ADESA and (subject to 
Requisite Shareholder Approval) the consummation by ADESA of the transactions 
contemplated hereby have been duly authorized by all necessary corporate action 
on the part of ADESA.  This Agreement has been duly executed and delivered by 
ADESA and constitutes a valid and binding obligation of ADESA enforceable in 
accordance with its terms, except as enforcement may be limited by bankruptcy, 
insolvency, reorganization, moratorium or other similar laws affecting the 
enforcement of creditors' rights generally and the application of equitable 
principles in any action, legal or equitable.  Except for agreements between 
ADESA or any Subsidiary with the creditors named in section 8.2(e), the 
execution and delivery of this Agreement do not, and the consummation of the 
transactions contemplated hereby and compliance with the provisions 

                                   10


hereof will not, conflict with, or result in any violation of, or default (with 
or without notice or lapse of time, or both) under, or give rise to a right of 
termination, cancellation or acceleration of any obligation or to loss of a 
benefit under, any provision of the articles of incorporation or bylaws of 
ADESA or any Subsidiary, or any loan or credit agreement, note, bond, mortgage, 
indenture, lease or other agreement, instrument, permit, concession, franchise, 
license, judgment, order, decree, statute, law, ordinance, rule or regulation 
applicable to ADESA or any Subsidiary or their respective properties or assets, 
except for any conflict, violation, default, right or loss which is not a 
Material Adverse Effect.  No consent, approval, order or authorization of, or 
registration, declaration or filing with, any Governmental Entity is required 
by or with respect to ADESA, any Subsidiary or Affiliate in connection with the 
execution and delivery of this Agreement by ADESA or the consummation by ADESA 
of the transactions contemplated hereby, except for (i) the HSR Filings, (ii) 
the filing with the SEC of (A) a proxy statement relating to the adoption of 
this Agreement by  ADESA's shareholders (the "Merger Proxy Statement") and (B) 
such reports and schedules under Sections 13(a) and 13(e) of the Exchange Act 
as may be required in connection with this Agreement and the transactions 
contemplated hereby and (iii) the filing of the Articles of Merger with the 
Secretary of the State of Indiana and appropriate documents with the relevant 
authorities of other states in which ADESA is qualified to do business.

     3.5  Related Board Action.  Prior to the execution and delivery of the 
Letter of Intent the board of directors of ADESA approved the Letter of Intent, 
the agreements contained therein or contemplated thereby (including this 
Agreement) and the transactions contemplated thereby (including the Merger.)

     3.6  SEC Documents.  ADESA has furnished MPL with a true and complete 
copy of each report, schedule, registration statement and definitive proxy 
statement filed by ADESA with the SEC since January 1, 1993 (the "SEC 
Documents"), which are all the documents (other than preliminary material) that 
ADESA was required to file with the SEC since said date.  As of their 
respective dates, the SEC Documents complied in all material respects with the 
applicable requirements of the Securities Act and the Exchange Act, and none of 
the SEC Documents contained any untrue statement of a material fact required to 
be stated therein or necessary in order to make the statements therein not 
misleading, except to the extent information contained in any SEC Document has 
been revised or superseded by a later-filed SEC Document.  The financial 
statements of ADESA included in the SEC Documents complied as to form in all 
material respects with applicable accounting requirements and the published 
rules and regulations of the SEC with respect thereto as of the respective 
dates of the SEC Documents, and such financial statements, together with the 
audited financial statements of ADESA for the fiscal year ended December 31, 
1994 heretofore delivered to MPL (the "1994 Financial Statements"), have been 
prepared in 

                                   11


accordance with generally accepted accounting principles applied on a 
consistent basis during the periods involved (except as may be indicated in the 
notes thereto or, in the case of unaudited statements, as permitted by Form 10-
Q of the SEC) and fairly presented (subject, in the case of the unaudited 
statements, to customary year end audit and other adjustments and the addition 
of notes thereto) the consolidated financial position of ADESA and its 
consolidated Subsidiaries as at the dates thereof and the consolidated results 
of their operations and changes in financial position for the periods then 
ended.

     3.7  Compliance with Laws; Governmental Obligations.  Except as disclosed 
in Schedule 3.7 attached hereto and made a part hereof, neither ADESA nor any 
Subsidiary is in violation of or default under any statute, law, ordinance, 
code, rule, regulation, judgment, order, decree, permit, concession, grant, 
franchise, license or other authorization, approval or requirement of any 
Governmental Entity applicable to any of them or any of their properties, 
except for any violation or default which is not a Material Adverse Effect.  
Except as disclosed in Schedule 3.7, neither ADESA nor any Subsidiary has 
received any citation or notice of violation of any federal, provincial, state 
or local statute, ordinance or regulation of any kind which is currently 
outstanding nor has ADESA or any Subsidiary been so noticed or cited in the 
last year.  ADESA and each Subsidiary has all private and Governmental Entity 
permits, concessions, grants, qualifications, franchises, licenses and other 
authorizations and approvals necessary for the conduct of their respective 
businesses and all of the foregoing have been duly obtained and are in full 
force and effect, and there are no proceedings pending, or to ADESA's knowledge 
threatened, which may result in the revocation, cancellation, suspension or 
adverse modification of any thereof, except for the failure to hold any such 
permit, concession, grant, qualification, franchise, license, authorization and 
approval which is not a Material Adverse Effect.

     3.8  Liabilities.  Except as described in Schedule 3.8 annexed hereto and 
made a part hereof or as reflected or reserved against in, or disclosed in the 
footnotes to, the 1994 Financial Statements, on the date of the 1994 Financial 
Statements, neither ADESA nor any of its Subsidiaries had any material 
liabilities or obligations (absolute, accrued, contingent or otherwise) of a 
nature required by generally accepted accounting principles to be recognized or 
disclosed in such consolidated financial statements of ADESA and its 
Subsidiaries.

     3.9  Absence of Certain Changes or Events.  Except as disclosed in 
Schedule 3.9 attached hereto and made a part hereof, since December 31, 1994, 
ADESA and the Subsidiaries have conducted their respective businesses only in 
the ordinary and usual course and, except as otherwise contemplated by this 
Agreement, ADESA has not experienced or suffered any Material Adverse Effect 
and, except as disclosed in Schedule 3.9, there has not been (i) any 

                                   12


declaration, setting aside or payment of any dividend (whether in cash, stock 
or property) with respect to the capital stock of ADESA, (ii) any increase in 
the compensation payable or to become payable by ADESA or any Subsidiary to 
their officers or key employees, or any material increase in any bonus, 
insurance, pension or other ERISA Plan, payment or arrangement (including the 
granting of Stock Options or stock appreciation rights) made to, for or with 
any such officers or key employees, except for increases in the ordinary 
course, or as required by any such ERISA Plan or by applicable law, (iii) any 
entry into any material commitment or transaction (including any borrowing or 
capital expenditure) other than in the ordinary course of business, or (iv) any 
amendment to the articles of incorporation or bylaws of ADESA or any Subsidiary 
with respect to the indemnification of officers and directors or officers' and 
directors' liability insurance.

     3.10 Litigation.  There is no suit, action or proceeding pending, or to 
ADESA's knowledge threatened, against or affecting ADESA or any Subsidiary 
which, if adversely determined, would be a Material Adverse Effect, nor is 
there any judgment, decree, injunction, rule or order of any Governmental 
Entity outstanding against ADESA or any Subsidiary, except for any judgment, 
decree, injunction, rule or order which is not a Material Adverse Effect.

     3.11 Title to Properties.  ADESA or one of the Subsidiaries has good, 
clear and, in the case of owned real property, marketable title to all the 
properties and assets, real, personal and mixed, tangible and intangible, 
reflected in the latest audited balance sheet included in the SEC Documents or 
acquired after the date thereof (except properties sold or otherwise disposed 
of since the date thereof in the ordinary course of business), free and clear 
of any Adverse Claim except (i) statutory or other liens securing payments not 
yet due, (ii) such imperfections or irregularities of title and Adverse Claims 
as do not materially and adversely affect the use of the properties or assets 
subject thereto or affected thereby or otherwise materially impair business 
operations at such properties, and (iii) the liens described in Schedule 3.11 
attached hereto and made a part hereof.

     3.12 Leased Properties.  ADESA or one of the Subsidiaries is the lessee 
of all leasehold estates reflected in the 1994 Financial Statements or acquired 
after the date thereof (except for leases that have expired by their terms 
since the date thereof) and is in possession of the properties purported to be 
leased thereunder.

     3.13 Taxes  ADESA and each of the Subsidiaries has filed all tax returns 
required to be filed by any of them and has paid (or ADESA has paid on its 
behalf), or has set up an adequate reserve for the payment of, all Taxes 
required to be paid in respect of the periods covered by such returns, and the 
1994 Financial Statements reflect an adequate reserve for all Taxes payable by 
ADESA and the Subsidiaries accrued through the date of such financial 
statements, and neither ADESA nor any Subsidiary is delinquent in the payment 

                                   13


of any Tax, except for any failure to file tax returns, pay taxes or establish 
reserves which is not a Material Adverse Effect.  No deficiencies for any Taxes 
have been proposed, asserted or assessed, in writing, against ADESA or any of 
its Subsidiaries, and neither ADESA nor any Subsidiary has granted any waiver 
of any statute of limitations with respect to, or any extension of a period for 
the assessment of any Tax, and no requests therefor are pending.  ADESA and 
each of its Subsidiaries has withheld all required amounts from its employees 
for all periods in full and complete compliance with the tax withholding 
provisions of applicable laws, all required returns with respect to income tax 
withholding, social security and unemployment and other Taxes have been filed 
by ADESA and the Subsidiaries for all periods for which returns were due and 
the amounts shown on such returns to be due and payable have been paid in full, 
except for any such failure to do the foregoing which is not a Material Adverse 
Effect.

     3.14 Certain Agreements.  Except as otherwise provided or required by 
this Agreement, or disclosed in Schedule 3.14 annexed hereto and made a part 
hereof, neither ADESA nor any Subsidiary is a party to any oral or written (i) 
employment, severance or collective bargaining agreement or consulting 
agreement not terminable by it without liability on 60 days' or less notice, 
(ii) agreement with any executive officer or other key employee of ADESA or any 
Subsidiary (A) the benefits of which are contingent, or the terms of which are 
materially altered, upon the occurrence of a transaction involving ADESA or any 
Subsidiary of the nature of any of the transactions contemplated by this 
Agreement, or (B) providing severance benefits or other benefits after the 
termination of employment of such executive officer or key employee regardless 
of the reason for such termination of employment, (iii) agreement, plan or 
arrangement under which any Person may receive payments subject to the Tax 
imposed by Section 4999 of the Code, (iv) agreement or plan, including any 
stock option plan (except the Stock Option Plan and any stock option agreement 
issued pursuant to such Plan), stock appreciation right plan, restricted stock 
plan or stock purchase plan, any of the benefits of which will be accelerated, 
by the occurrence of any of the transactions contemplated by this Agreement or 
the value of any of the benefits of which will be calculated on the basis of 
any of the transactions contemplated by this Agreement, (v) agreement, 
contract, indenture or other instrument relating to the borrowing of money or 
the guarantee of any obligation for the borrowing of money or (vi) other 
contract, agreement or commitment (except those entered into in the ordinary 
course of business and except those contracts pursuant to which, the total 
remaining liability to any obligee is less than $100,000).

     3.15 ERISA.  All ERISA Plans currently maintained by ADESA or any of the 
Subsidiaries comply in all material respects with the requirements of ERISA and 
where applicable the laws of any foreign countries regulating such plans, and 
no such plan which is subject to Part 3 of Subtitle B of Title 1 of ERISA has 
incurred any 

                                   14


"accumulated funding deficiency" within the meaning of Section 302 of ERISA or 
Section 412 of the Code and neither ADESA nor any Subsidiary has incurred any 
liability on account of such an "accumulated funding deficiency" with respect 
to any ERISA Plan.  No liability to the Pension Benefit Guaranty Corporation 
established under ERISA has been incurred with respect to any ERISA Plan and to 
the best knowledge of ADESA, neither ADESA nor any Subsidiary has incurred any 
liability for any Tax imposed by Section 4975 of the Code.  Neither ADESA nor 
any Subsidiary has suffered or otherwise caused a "complete withdrawal" or a 
"partial withdrawal", as such terms are defined in Section 4203 and Section 
4205, respectively, of ERISA, since the effective date of such Sections 4203 
and 4205 with respect to any Multi-employer Pension Plan.

     3.16 Patents, Trademarks, Etc.  ADESA and the Subsidiaries have all 
patents, patent rights, registered trademarks, and service marks, trademark 
rights, trademark applications, trade names, trade secrets, registered 
copyrights and all other proprietary intellectual property rights as are 
necessary in connection with the businesses of ADESA and the Subsidiaries, 
except for the lack of any of the foregoing which is not a Material Adverse 
Effect, and ADESA does not have any knowledge of any conflict with the rights 
of ADESA and the Subsidiaries therein or any knowledge of any conflict by them 
with the rights of others therein which is a Material Adverse Effect.

     3.17 Environmental Matters.  Except as set forth in Schedule 3.17 
attached hereto and made a part hereof:

          (a)  No hazardous substance has been improperly stored upon, 
     disposed of, spilled or otherwise released to the environment on or in the 
     real property (the "Property") owned, leased or used by ADESA or any 
     Subsidiary, except for any storage, disposal, spillage or release which is 
     not a Material Adverse Effect.  For purposes of this Agreement, the 
     definition of the term "Hazardous Substance" shall be that set out in the 
     Federal Comprehensive Environmental Response, Compensation and Liability 
     Act, 42 U.S.C. Section 9601(14) (CERCLA), except that for purposes of this 
     Agreement the term shall also include (i) petroleum (crude oil) and 
     natural and synthetic gas (whether existing as a gas or a liquid) and (ii) 
     any substance defined as hazardous or toxic by any Governmental Entity 
     having jurisdiction over the operations of ADESA or any Subsidiary;

          (b)  The operation of the businesses of ADESA and the Subsidiaries 
     complies in all respects with all federal, state and local environmental 
     statutes and regulations (including CERCLA, the Resource Conservation and 
     Recovery Act, the Federal Water Pollution Control Act and the Clean Air 
     Act) and occupational health and safety 

                                   15


     statutes and regulations, except for any noncompliance which is not a 
     Material Adverse Effect;

          (c)  Any storage tanks (whether above or below ground) on or at the 
     Property installed or used by ADESA or any Subsidiary or which are known 
     by any of them to exist are, to ADESA's knowledge, in sound condition free 
     of corrosion or leaks which could permit any release of stored material;

          (d)  None of the Property has been used by ADESA or any Subsidiary 
     for improperly processing or storing or otherwise improperly utilizing the 
     following materials:  asbestos, polychlorinated biphenyls (PCB's) or 
     radioactive substances, methane, acids, pesticides, lead, cyanide, DDT, 
     industrial solvents or other Hazardous Substances, except for any 
     processing, storing and other utilization which is not a Material Adverse 
     Effect; and ADESA and the Subsidiaries have not received notice that any 
     of the foregoing materials are improperly present on or at any of the 
     Property;

          (e)  Any hazardous wastes resulting from the operation of the 
     businesses of ADESA or any Subsidiary on or at the Property have been 
     disposed of in an environmentally sound manner away from the Property and 
     none of those wastes has been disposed of at any site where there has 
     been, is or is likely to be any release to the environment requiring 
     corrective action, except where such disposal is not a Material Adverse 
     Effect; and neither ADESA nor any Subsidiary has received notice from any 
     Person of its possible involvement with any disposal site under 
     investigation by any such Person; and

          (f)  ADESA and each Subsidiary is in compliance with all federal, 
     state and local filing and notification requirements respecting Hazardous 
     Substances and hazardous wastes, except for any noncompliance which is not 
     a Material Adverse Effect.

     3.18 No Defaults.  Neither ADESA nor any Subsidiary has received notice 
that it has not performed all obligations required to be performed by any of 
them under all leases, licenses, contracts, agreements and commitments to which 
any of them is a party or subject, and to the best knowledge of ADESA and the 
Subsidiaries, no other party to any such lease, license, contract, agreement, 
or commitment is in default and no event or conditions exists or has occurred 
which, after notice or lapse of time, or both, would constitute a default 
thereunder, except for any nonperformance or default which is not a Material 
Adverse Effect.

     3.19 Brokers or Finders.  No broker, finder or investment banker is 
entitled to any brokerage, finder's fee or other 

                                   16


commission or fee in connection with the Merger based upon arrangements made by 
or on behalf of ADESA, except for a fee payable to The Robinson-Humphrey 
Company, Inc. and William Blair & Company pursuant to agreements which have 
been delivered to MPL prior to the date of this Agreement.

     3.20 Insurance.  Schedule 3.20 attached hereto and made a part hereof 
contains a complete and accurate list of all material policies of insurance 
insuring ADESA and the Subsidiaries.

     3.21 Certain Labor Matters.  No work stoppage or other labor dispute in 
respect of ADESA or any ADESA Subsidiary is pending or, to ADESA's knowledge, 
threatened and no application for certification of a collective bargaining 
agent is pending, or to the knowledge of ADESA, threatened, except for any work 
stoppage or other labor dispute which is not a Material Adverse Effect.  For 
the purpose hereof, the terms work stoppage and labor dispute shall not include 
problems or complaints involving individual employees not acting in concert.

     3.22 Full Disclosure.  Neither this Agreement nor any statement, 
certificate or schedule furnished or to be furnished by ADESA (or any officer 
of ADESA or any Subsidiary) to MPL or its representatives in connection 
herewith or pursuant hereto, as of the respective dates thereof, contains or 
will contain any untrue statement of a material fact, or omits or will omit to 
state any material fact necessary in order to make the statements made in this 
Agreement or such statements, certificates or schedules, when considered 
together, not misleading.

                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES
                            OF MPL AND SUB

     MPL and Sub hereby represent and warrant as follows:


     4.1  Organization, Standing and Power.  MPL is a corporation duly 
organized, validly existing and in good standing under the laws of the State of 
Minnesota, Sub is a corporation duly organized and in existence under the laws 
of the State of Indiana and each of MPL and Sub has all requisite corporate 
power and authority to own, lease and operate its properties and assets and to 
conduct its business as now being conducted.

     4.2  Authority.  MPL and Sub have all requisite corporate power and 
authority to enter into this Agreement and to consummate the transactions 
contemplated hereby.  The execution and delivery of this Agreement by MPL and 
Sub and the consummation by MPL and Sub of the transactions contemplated hereby 
have been duly authorized by all necessary corporate action on the part of MPL 
and Sub.  This Agreement has been duly executed and delivered by MPL and Sub 
and constitutes a valid and binding obligation of MPL and 

                                   17


Sub enforceable in accordance with its terms, except as enforcement may be 
limited by bankruptcy, insolvency, reorganization, moratorium or other similar 
laws affecting the enforcement of creditors' rights generally and the 
application of equitable principles in any action, legal or equitable.  The 
execution and delivery of this Agreement do not, and the consummation of the 
transactions contemplated hereby will not, conflict with or result in any 
violation of, or default (with or without notice or lapse of time, or both) 
under, or give rise to a right of termination, cancellation, or acceleration of 
any obligation or to loss of a material benefit under, any provision of the 
articles of incorporation or bylaws of MPL or Sub or any loan or credit 
agreement, note, bond, mortgage, indenture, lease, or other agreement, 
instrument, judgment or any judgment order, decree, statute, law, ordinance, 
rule or regulation applicable to MPL or Sub or their respective properties or 
assets.  No consent, approval, order or authorization of, or registration, 
declaration or filing with, any Governmental Entity is required by or with 
respect to MPL or Sub in connection with the execution and delivery of this 
Agreement by MPL and Sub or the consummation by MPL and Sub of the transactions 
contemplated hereby, except for (i) the HSR Filings and (ii) the filing with 
the SEC of such reports under Section 13(a) of the Exchange Act as may be 
required in connection with this Agreement and the transactions contemplated 
hereby.

     4.3  Information Supplied.   The MPL Information included in the 
Additional SEC Documents shall not, as of the respective dates of the 
Additional SEC Documents, contain any untrue statement of a material fact or 
omit to state any material fact required to be stated therein or necessary in 
order to make the statements therein not misleading.

     4.4  Financial Ability.  MPL represents and warrants that it has the 
financial ability to consummate the transactions contemplated hereby.

     4.5  Status of Sub.  Sub has no liabilities or obligations except as set 
forth herein or contemplated hereby.  Prior to the Effective Time Sub has not 
and will not engage in any business or other activity not related to the Merger 
or the Ancillary Agreements.

                              ARTICLE V

               COVENANTS RELATING TO CONDUCT OF BUSINESS


     5.1  Ordinary Course.  During the period from the date of this Agreement 
until the Effective Time, ADESA agrees that (except as expressly contemplated 
by this Agreement or to the extent that MPL shall otherwise consent in writing) 
ADESA and its Subsidiaries shall carry on their respective businesses in the 
usual, regular and ordinary course in substantially the same manner as 
heretofore conducted and, to the extent consistent with such businesses, use 

                                   18


all commercially reasonable efforts to preserve intact their present business 
organizations, keep available the services of their present officers and 
employees and preserve their relationships with customers, suppliers and others 
having business dealings with them to the end that their goodwill and ongoing 
businesses shall be unimpaired at the Effective Time.  Without limiting the 
generality of the foregoing, and except as otherwise expressly provided in or 
contemplated by this Agreement, prior to the Effective Time:

          (a)  ADESA shall not and shall not propose to (i) declare or pay any 
     dividends on or make other distributions in respect of any of ADESA Common 
     Stock, (ii) split, combine or reclassify any of its capital stock or issue 
     or authorize or propose the issuance of any other securities in respect 
     of, in lieu of or in substitution for shares of capital stock of ADESA or 
     (iii) repurchase or otherwise acquire, or permit any Subsidiary of ADESA 
     to purchase or otherwise acquire, any shares of its capital stock;

          (b)  ADESA shall not, and shall not permit any Subsidiary to, issue, 
     deliver or sell, or authorize or propose the issuance, delivery or sale 
     of, or grant any additional Stock Options in respect of, any shares of 
     capital stock of any class, any Voting Debt or any securities convertible 
     into, or any rights, warrants or options to acquire, any such shares, 
     Voting Debt or convertible securities (other than the issuance of Common 
     Stock upon the exercise of Stock Options outstanding on the date of this 
     Agreement in accordance with their present terms);

          (c)  ADESA shall not amend or propose to amend its articles of 
     incorporation or bylaws or those of any of the Subsidiaries;

          (d)  ADESA shall not, and shall not permit any Subsidiary to, 
     acquire or agree to acquire by merging or consolidating with, or by 
     purchasing stock or a substantial portion of the assets of, or by any 
     other manner, any business of or from any Person or otherwise acquire or 
     agree to acquire any assets which are material, individually or in the 
     aggregate, to ADESA and its Subsidiaries taken as a whole;

          (e)  Except for ADESA Halifax, ADESA shall not, and shall not permit 
     any Subsidiary to, sell, lease or otherwise dispose of, or agree to sell, 
     lease or otherwise dispose of, any of its assets which are material, 
     individually or in the aggregate, to ADESA and the Subsidiaries taken as a 
     whole, except in the ordinary course of business consistent with prior 
     practice;

                                   19


          (f)  Except for draws under existing revolving credit facilities, 
     ADESA shall not, and shall not permit any Subsidiary to, incur any 
     indebtedness for borrowed money or guarantee any such indebtedness or 
     issue or sell any debt securities of ADESA or any Subsidiary or guarantee 
     any debt securities of others other than in the ordinary course of 
     business consistent with prior practice;

          (g)  ADESA shall not, and shall not permit any Subsidiary to, adopt 
     or amend in any material respect any ERISA Plan except as required to 
     maintain compliance with applicable law;

          (h)  ADESA shall not, and shall not permit any Subsidiary to, grant 
     to any executive officer any increase in compensation or in severance or 
     termination pay, or enter into any employment agreement with any executive 
     officer, except as may be required under employment or termination 
     agreements in effect on the date of this Agreement or in the ordinary 
     course of business consistent with prior practice;

          (i)  ADESA shall not, and shall not permit any Subsidiary to, take 
     any action that would or might result (i) in any of the representations 
     and warranties of ADESA set forth in this Agreement becoming untrue, 
     except for any action which is not a Material Adverse Effect, or (ii) in 
     any of the conditions to the Merger set forth in sections 8.1 and 8.2 not 
     being satisfied; and

          (j)  ADESA shall not, and shall not permit any Subsidiary to agree 
     in writing or otherwise to do any of the foregoing.

     5.2  No Solicitation or Negotiation.  Without MPL's prior written 
consent, from the date hereof until this Agreement shall have been terminated 
in accordance with Article X, none of ADESA or any Affiliate, or any officer, 
director, employee, representative or agent of ADESA or any Affiliate, shall, 
directly or indirectly, solicit or initiate or, subject to a determination by 
the board of directors (or any special committee thereof) of ADESA made in good 
faith as to their fiduciary duties, participate in any way in, discussions or 
negotiations with, or provide any information or assistance to, or enter into 
an agreement with any Person or group of Persons concerning any acquisition, 
merger, consolidation, liquidation, dissolution, disposition or other 
transaction that would result in the transfer to any such Person or group of 
Persons (other than in the ordinary course of business of ADESA or a 
Subsidiary) of any substantial part of the business or assets of, or any 
substantial equity interest in, ADESA or a substantial Subsidiary (each, an 
"Acquisition").  Notwithstanding the foregoing, an Acquisition shall not 
include the disposition of 

                                   20


ADESA Halifax, or the sale of any assets of one or more Subsidiaries, other 
than sales in the ordinary course of business, for which the sales price, in 
the aggregate, is less than $400,000.  From the date hereof until this 
Agreement is terminated by MPL or properly terminated by ADESA, ADESA shall 
promptly notify MPL, in writing, if any proposal or offer, or any inquiry or 
contact with any Person or group of Persons with respect to an Acquisition is 
made, or if any information is provided to any Person or group of Persons and 
except as required by the fiduciary obligations of the board of directors of 
ADESA (including any special committee thereof), any such notice shall include 
a description of the terms of any proposal or offer, or the nature of any 
inquiry or contact, which is made.

                              ARTICLE VI

                         ADDITIONAL AGREEMENTS


     6.1  Preparation of Proxy Statement and Transaction Statements.  As 
promptly as practicable, ADESA and the Management Shareholders will prepare and 
file a Rule 13e-3 Transaction Statement on Schedule 13E-3 in accordance with 
the Exchange Act and ADESA will prepare and file a preliminary Merger Proxy 
Statement with the SEC.  ADESA and the Management Shareholders will use their 
respective best efforts to respond to any comments which the SEC may have to 
the documents referred to in the foregoing sentence and to cause such documents 
to be mailed to ADESA's shareholders at the earliest practicable time.  ADESA 
and the Management Shareholders will notify MPL promptly of the receipt of any 
comments from the SEC or its staff and of any request by the SEC or its staff 
for amendments or supplements to the Merger Proxy Statement or the Rule 13e-3 
Transaction Statement or for additional information and will supply MPL with 
copies of all correspondence between ADESA or any of its representatives, on 
the one hand, and the SEC or its staff, on the other hand, with respect to the 
Merger Proxy Statement, the Rule 13e-3 Transaction Statement or the Merger.  If 
at any time prior to the Effective Time any event shall occur which should be 
set forth in an amendment of, or a supplement to, the Merger Proxy Statement or 
the Rule 13e-3 Transaction Statement, ADESA and the Management Shareholders, as 
the case may be, will promptly prepare and mail such an amendment or 
supplement.  True and complete copies of such Merger Proxy Statement and Rule 
13e-3 Transaction Statement (and all preliminary materials filed with the SEC), 
as amended or supplemented shall be delivered to MPL.

     6.2  Other SEC Filings.  From the date hereof until the Effective Time, 
ADESA will use its best efforts to file with the SEC each other report, 
schedule, and definitive proxy statement required to be filed by ADESA with the 
SEC (said documents, together with the Merger Proxy Statement and the Rule 13e-
3 Transaction Statement referred to in section 6.1, are hereinafter 
collectively called the "Additional SEC Documents") and will deliver true and 
complete copies thereof to MPL.  As of their 

                                   21


respective dates the Additional SEC Documents will comply in all material 
respects with the applicable requirements of the Exchange Act and (except for 
information supplied by MPL or Sub for inclusion therein) none of the 
Additional SEC Documents will contain any untrue statement of a material fact 
required to be stated therein or necessary in order to make the statements 
therein not misleading.  The financial statements of ADESA included in the 
Additional SEC Documents will comply as to form in all material respects with 
applicable accounting requirements and the published rules and regulations of 
the SEC with respect thereto, will be prepared in accordance with generally 
accepted accounting principles applied on a consistent basis during the periods 
involved (except as may be indicated in the notes thereto or, in the case of 
unaudited statements, in connection with Form 10-Q of the SEC) and fairly 
present (subject, in the case of the unaudited statements, to customary year 
end audit and other adjustments and the addition of notes thereto) the 
consolidated financial position of ADESA and its consolidated Subsidiaries as 
at the dates thereof and the consolidated results of their operations and 
changes in financial position for the periods then ended.

     6.3  MPL Information.  MPL and Sub shall furnish to ADESA such 
information, including information about MPL and Sub, as may be necessary to 
enable ADESA to prepare and file  with the SEC the Additional SEC Documents.  
If at any time prior to the Effective Time any event or circumstance should 
come to the attention of MPL or Sub with respect to the MPL Information that is 
required to be set forth in an amendment or supplement to the Additional SEC 
Documents, MPL or Sub shall immediately notify ADESA and shall use its best 
efforts to assist ADESA in appropriately amending or supplementing the 
Additional SEC Documents.  The Additional SEC Documents insofar as they relate 
to information concerning MPL or Sub or their respective businesses, assets, 
directors, officers or shareholders or other matters pertaining to MPL or Sub 
that is supplied by MPL or Sub for inclusion in the Additional SEC Documents 
(the "MPL Information") shall comply as to form and substance in all material 
respects with the applicable requirements of the Exchange Act and the rules and 
regulations thereunder.

     6.4  Letter of ADESA's Accountants.  ADESA shall cause to be delivered to 
MPL a letter of ADESA's independent auditors, dated a date within five business 
days before the Closing, substantially in the form of  Exhibit A annexed hereto 
and made a part hereof.

     6.5  HSR Act Filings.  As promptly as practicable after the date of this 
Agreement, ADESA and MPL shall file Notification and Report Forms under the HSR 
Act with the FTC and the DOJ and, in connection therewith, each of them will 
furnish the other all information required under the HSR Act, and cooperate in 
all reasonable regards with respect to such filings and any subsequent 
communication with the FTC or DOJ.  MPL shall pay all HSR Act filing fees.

                                   22


     6.6  Requisite Shareholder Approval.  ADESA shall hold a meeting of its 
shareholders for the purpose of adopting this Agreement and approving the 
Merger as promptly as practicable and not later than June 28, 1995, provided 
that the SEC shall have cleared the materials to be furnished to ADESA 
shareholders in connection with the Merger so as to reasonably enable such 
meeting to be called and held.  ADESA will, through its Board of Directors, 
recommend that its shareholders approve the Merger and will not withdraw such 
recommendation unless the Board of Directors of ADESA (or any special committee 
thereof) determines in the exercise of their fiduciary duties to entertain, 
negotiate or participate in any other Acquisition.  To be approved and adopted 
by the ADESA shareholders, this Agreement and the Merger (i) must receive the 
affirmative vote of the shareholders of ADESA in accordance with IBCL Section 
23-1-40-3 and, in addition, (ii) must receive the affirmative vote of a 
majority of the shares of Common Stock voted at such shareholders meeting 
exclusive of shares voted by Interested Shareholders, without regard to the 
necessity of a quorum in respect thereof (collectively the "Requisite 
Shareholder Approval").

     6.7  Voting.  Each of MPL and the Management Shareholders covenants and 
agrees that at the shareholders meeting to be called and held as contemplated 
by section 6.6, MPL and each Management Shareholder will vote his shares of 
Common Stock in favor of the Merger; provided, however, that the Management 
Shareholders' obligation under this section 6.7 (i) shall terminate in the 
event that either (A) the board of directors of ADESA (and the special 
committee thereof) does not receive a satisfactory update of the fairness 
opinions heretofore delivered to the board of directors of ADESA (and the 
special committee thereof) in respect of the Merger from their respective 
financial advisors, which updates are anticipated to occur on or about the date 
of the definitive Merger Proxy Statement, or (B) either of such fairness 
opinions is withdrawn, and (ii) shall be suspended if the board of directors of 
ADESA (or the special committee thereof) determines in the exercise of their 
fiduciary duties to entertain, negotiate or participate in any other 
Acquisition for so long as it is so entertaining, negotiating or participating 
in any such other Acquisition (and shall terminate if such other Acquisition is 
completed).

     6.8  Opinion of ADESA's Counsel.  At the Closing ADESA shall cause its 
counsel:

     (a)    Sommer & Barnard, to deliver to MPL and Sub its opinion to the 
effect that:

          (i)  ADESA is a corporation duly organized and in existence and each 
     Subsidiary is a corporation or limited liability company organized, 
     validly existing and in good standing (as applicable) under the laws of 
     the jurisdiction of its incorporation or organization and has all 
     requisite corporate or other power and authority under its certificate 

                                   23


     or articles of incorporation or other organizational documents and such 
     laws to own, lease and operate its properties and to carry on its business 
     as then being conducted and as described in the Merger Proxy Statement;

          (ii) ADESA has all requisite corporate power and authority to enter 
     into this Agreement and to consummate the transactions contemplated by 
     this Agreement; each of ADESA and ADESA Canada has all requisite corporate 
     power and authority to enter into the Ancillary Agreements to which either 
     of them is a party and to consummate the transactions contemplated 
     thereby; the execution and delivery by ADESA of this Agreement and the 
     execution and delivery by ADESA and ADESA Canada of the Ancillary 
     Agreements to which either of them is a party and the consummation by 
     ADESA or ADESA Canada of the transactions contemplated hereby or thereby 
     have been duly authorized by all necessary corporate action on the part of 
     ADESA and ADESA Canada including Requisite Shareholder Approval; each of 
     this Agreement and the Ancillary Agreements to which either ADESA or ADESA 
     Canada is a party has been duly executed and delivered by ADESA or ADESA 
     Canada, as the case may be, and constitutes a valid and binding obligation 
     of ADESA or ADESA Canada, as the case may be, enforceable in accordance 
     with its terms, except as enforcement may be limited by bankruptcy, 
     insolvency, reorganization, moratorium, or other similar laws affecting 
     the enforcement of creditors' rights generally and the application of 
     equitable principles in any action, legal or equitable; 

          (iii)  Any consent, approval, order or authorization of, and any 
     waiting period (including the HSR Waiting Period) imposed by any 
     Governmental Entity which is required by or with respect to ADESA or any 
     Subsidiary in connection with the execution and delivery of this Agreement 
     by ADESA or the consummation by ADESA of the transactions contemplated 
     hereby, has been obtained or, in the case of any such waiting period, has 
     expired; and

          (iv)  The Articles of Merger comply as to form with the requirements 
     of the IBCL and, when executed by the parties thereto will be in proper 
     form for filing with the Secretary of State of the State of Indiana.

Such opinion may adopt the Legal Opinion Accord of the ABA Section of Business 
Law (1991), provided that such opinion specifically addresses the matters set 
forth in this section 6.8(a).

     (b)  Jones, Day, Reavis & Pogue to deliver to MPL and Sub its opinion to 
the effect that the Merger Proxy Statement and the Rule 13e-3 Transaction 
Statement comply as to form in all material respects with the requirements of 
the Exchange Act (except no opinion need be expressed as to operating 
statistics, financial statements, financial schedules and other financial data, 
or as to 

                                   24


material relating to, and supplied by, MPL or Sub, included therein).

     (c)    Counsel reasonably satisfactory to MPL for each of Hallett and the 
Management Shareholders shall deliver MPL their opinion(s) to the effect that 
each of Hallett and the Management Shareholders has all requisite power and 
authority to enter into the Ancillary Agreements to which any of them is a 
party and to consummate the transactions contemplated thereby; each of the 
Ancillary Agreements to which any of Hallett or the Management Shareholders is 
a party has been duly executed and delivered by Hallett or the Management 
Shareholders, as the case may be, who are parties thereto and constitutes a 
valid and binding obligation of Hallett or the Management Shareholders who are 
parties thereto, as the case may be, enforceable in accordance with its terms, 
except as enforcement may be limited by bankruptcy, insolvency, reorganization, 
moratorium, or other similar laws affecting the enforcement of creditors' 
rights generally and the application of equitable principles in any action, 
legal or equitable.  Such opinion may adopt the Legal Opinion Accord of the ABA 
Section of Business Law (1991), provided that such opinion specifically 
addresses the matters set forth in this section 6.8(c).

     As to any matter contained in such opinions which involves laws other than 
the federal law of the United States, or the laws of such jurisdictions in 
which such counsel are admitted to practice, such counsel may rely upon the 
opinion of local counsel of established reputation reasonably acceptable to MPL 
and its counsel.

     6.9  Opinion of Counsel for MPL and Sub.  At the Closing MPL and Sub 
shall cause its counsel, Briggs and Morgan, to deliver to ADESA and the 
Management Shareholders its opinion to the effect that:

          (i)  MPL is a corporation duly organized, validly existing and in 
     good standing under the laws of the State of Minnesota, Sub is a 
     corporation duly organized and in existence under the laws of the State of 
     Indiana and each of MPL and Sub has all requisite corporate power and 
     authority under its articles of incorporation and such laws to own, lease 
     and operate its properties and to carry on its business as then being 
     conducted and as described in the Merger Proxy Statement;

          (ii)  Each of MPL and Sub has all requisite corporate power and 
     authority to enter into this Agreement and to consummate the transactions 
     contemplated by this Agreement; the execution and delivery by MPL and Sub 
     of this Agreement and the Ancillary Agreements to which either of them is 
     a party, and the consummation by MPL and Sub of the transactions 
     contemplated hereby and thereby have been duly authorized by all necessary 
     corporate action on the part of MPL and Sub; and 

                                   25


     each of this Agreement and the Ancillary Agreements to which either MPL or 
     Sub is a party has been duly executed and delivered by MPL or Sub, as the 
     case may be, and constitutes a valid and binding obligation of MPL and 
     Sub, as the case may be, enforceable in accordance with their respective 
     terms, except as enforcement may be limited by bankruptcy, insolvency, 
     reorganization, moratorium or other similar laws affecting the enforcement 
     of credits' rights generally and the application of equitable principles 
     in any action, legal or equitable; and

          (iii)  Any consent, approval, order or authorization of, and any 
     waiting period (including the HSR Waiting Period) imposed by, any 
     Governmental Entity, which is required by or with respect to MPL or Sub in 
     connection with the execution and delivery of this Agreement by MPL and 
     Sub or the consummation by MPL and Sub of the transactions contemplated 
     hereby, has been obtained or, in the case of any such waiting period, has 
     expired.

As to any matter contained in such opinion which involves laws other than the 
federal law of the United States, or the laws of such jurisdictions in which 
such counsel to MPL and Sub are admitted to practice, such counsel may rely 
upon the opinion of local counsel of established reputation reasonably 
acceptable to ADESA and its counsel.

     6.10 Expenses.  Subject to section 7.3, whether or not the Merger is 
consummated, all costs and expenses incurred in connection with this Agreement 
and the transactions contemplated hereby shall be paid by the party incurring 
such cost or expense, and all legal and financial advisors to ADESA shall be 
paid by ADESA at Closing.

     6.11 Access to Information.

          (a)  From the date of this Agreement to the Effective Time, ADESA 
     will (i) give MPL and its authorized representatives reasonable access, 
     during regular business hours upon reasonable notice, to all of its 
     facilities and to all of its books and records, (ii) permit MPL to make 
     such reasonable inspections as it may require, and (iii) cause its 
     officers and those of its Subsidiaries to furnish MPL with such financial 
     and operating data and other information with respect to the business and 
     properties of ADESA and the Subsidiaries as any of the foregoing may be 
     necessary for MPL to complete its due diligence.

          (b)  All non-public information concerning the business operations 
     and affairs of ADESA, heretofore or hereafter obtained by MPL pursuant to 
     this section 6.11 shall be treated as confidential (subject to applicable 
     legal requirements) and shall be subject to the provisions of the 
     confidentiality 

                                   26


     agreement between MPL and ADESA dated June 20, 1994, which 
     agreement remains in full force and effect, except insofar as such 
     provisions would expressly prohibit MPL or Sub from taking any of the 
     actions expressly contemplated by this Agreement.  MPL's obligations 
     hereunder and under the confidentiality agreement shall terminate at the 
     Effective Time.

     6.12 Best Efforts.  Each of the parties hereto agrees to use its best 
efforts to take, or cause to be taken, all necessary or appropriate action, and 
to do, or cause to be done, all things necessary, proper or advisable under 
applicable laws and regulations or otherwise to consummate and make effective 
the transactions contemplated by this Agreement or any Ancillary Agreement to 
which they are a party including the execution of any additional instruments 
necessary to consummate the transactions contemplated hereby or thereby and 
seeking to lift or reverse any legal restraint imposed on the consummation of 
the transactions contemplated by this Agreement which obligations under this 
Section 6.12, in the case of ADESA and the Management Shareholders, shall be 
suspended if the board of directors of ADESA (or any special committee thereof) 
determines in the exercise of their fiduciary duties to entertain, negotiate or 
participate in any other Acquisition for so long as it is so entertaining, 
negotiating or participating (and shall terminate if such other Acquisition is 
completed).  In case at any time after the Effective Time any further action is 
necessary or desirable to carry out the purposes of this Agreement, the proper 
officers and directors of each party hereto shall use their respective best 
efforts to take all such necessary action.

                              ARTICLE VII

                      CERTAIN DEPOSITS, FEES AND
                         POST MERGER COVENANTS


     7.1  MPL Deposit.  MPL has deposited the sum of $1,000,000 with ADESA 
(the "Deposit"), the receipt of which is hereby acknowledged, to be applied 
against the subscription price for the Common Stock to be purchased by MPL on 
the Closing Date immediately after the Effective Time as provided in section 
7.5, or if the Merger is not consummated on or before June 30, 1995, to be 
applied by ADESA as provided in section 7.3 or returned to MPL as provided in 
section 7.2.

     7.2  Return of Deposit to MPL.  The Deposit shall be returned to MPL, 
without interest, if the Merger is not consummated prior to June 30, 1995 
because of a material breach of this Agreement by ADESA or because the 
conditions precedent in sections 8.1(a), 8.1(c), 8.2(a), 8.2(c) and 8.2(d) have 
not been satisfied unless such eventuality shall be due to the failure of MPL 
or Sub to perform or observe any of the covenants, agreements and conditions 
hereof to be performed or observed by them.

                                   27


     7.3  Certain Payments to ADESA.  If the Merger is not consummated on or 
before June 30, 1995 for any reason other than the reasons enumerated in 
section 7.2 above:

          (a)  ADESA shall be entitled to retain from the Deposit an amount 
     equal to ADESA's actual out-of-pocket expenses incurred by it in 
     connection with this Agreement and the other transactions contemplated 
     hereby including travel, accounting, investment banking, engineering and 
     legal fees and expenses, and the balance, if any, shall be remitted to 
     MPL; and

          (b)  MPL shall immediately pay ADESA a termination fee of 
     $1,000,000; provided, however, that notwithstanding the foregoing 
     provisions of this section 7.3, MPL shall not be required to pay ADESA a 
     fee of $1,000,000 if MPL terminates this Agreement because the condition 
     precedent in section 8.2(b) hereof shall not have been satisfied.

     7.4  Certain Payments to MPL.  If, during the period ending January 4, 
1996, ADESA enters into a definitive agreement with any other Person or group 
of Persons (i) with respect to an Acquisition, or (ii) the board of directors 
of ADESA recommends in a Schedule 14D-9 under the Exchange Act that all of 
ADESA's public shareholders accept a tender offer (other than a tender offer by 
MPL or an Affiliate of MPL), or Hockett or any two other directors of ADESA 
tender any Common Stock in a tender offer, and, there-after, any such 
Acquisition is closed or the minimum number of shares of ADESA Common Stock 
required to be tendered in any such tender offer is accepted for purchase, then 
ADESA shall, within five business days of the closing of any such Acquisition 
or the acceptance for purchase of Common Stock in the tender offer, pay MPL a 
termination fee of $4,000,000, unless this Agreement was theretofore terminated 
by any party because of any of the conditions precedent specified in sections 
8.1(b), 8.1(c), 8.2(b) (solely due to events arising after the execution of 
this Agreement), 8.2(e) and 8.3 are not satisfied as required thereby.  
Notwithstanding anything herein to the contrary, for the purposes of this 
Section 7.4, the term "Acquisition" shall mean any acquisition, merger, 
consolidation, liquidation, dissolution, disposition, or other transaction, 
including any agreement to do any of the foregoing, that results or would 
result in the transfer to any Person or group of Persons of more than (i) 40% 
of the assets of ADESA and the Subsidiaries, taken as a whole, (ii) more than 
50% of the outstanding Common Stock, or (iii) more than 50% of the Common Stock 
owned by the Management Shareholders.  The provisions of this section 7.4 shall 
survive the termination of this Agreement.

     7.5  Purchase of Additional Common Stock.

          (a)  On the Closing Date, but after the Effective Time, MPL will 
     purchase and pay for, and ADESA will issue to MPL, 1,000,000 shares of 
     Common Stock for the price of $17.00 

                                   28


     per share, amounting in the aggregate to $17,000,000, of which amount 
     the Deposit conclusively shall be deemed partial payment therefor.

          (b)  MPL anticipates that in addition to the requirement contained 
     in section 7.5(a) during the four year period commencing at the Effective 
     Time it will provide ADESA with additional capital of approximately 
     $15,000,000 per year by the purchase of additional Common Stock.  Any such 
     additional Common Stock purchased by MPL shall be purchased at a per share 
     price equal to 20 times ADESA's trailing four fiscal quarters' after tax 
     earnings per share (calculated as if ADESA at all times owned 100% of 
     ADESA Canada), exclusive of extraordinary and non-recurring items, as 
     determined, from time to time, based upon the weighted daily average 
     number of shares of Common Stock outstanding during such four fiscal 
     quarters, which determinations may be based upon ADESA's unaudited 
     financial statements or audited financial statements if applicable.  In 
     determining the weighted daily average number of shares of Common Stock 
     outstanding, the outstanding shares of Common Stock shall be deemed 
     increased by the number of shares of Common Stock which James P. Hallett 
     and Helene Hallett would own if their then owned ADESA Canada shares were 
     converted into shares of Common Stock at a conversion ratio of 9.8 shares 
     of Common Stock for each share of ADESA Canada common stock and such 
     increased number of shares of Common Stock shall be deemed to have been 
     outstanding during the entire four fiscal quarters.  In the event of a 
     dispute over the per share price determined under this section 7.5(b), 
     such price shall be determined by MPL's independent certified public 
     accountants.  This section 7.5(b) constitutes MPL's good faith 
     expectation, although MPL shall not be legally obligated to provide ADESA 
     with any particular amount of capital.  Any such provision of additional 
     capital by MPL shall be subject to ADESA's satisfactory prosecution of its 
     business plan and the availability of adequate investment opportunities, 
     in each case as determined, from time to time, by MPL's board of 
     directors.

     7.6  Employee Incentives.  As soon as practicable after the Effective 
Time, ADESA will approve and adopt, and MPL will cause ADESA to approve and 
adopt, an employee incentive plan which will include the provisions set forth 
in the Executive Summary annexed hereto and made a part hereof as Exhibit B.

     7.7  MPL's Board of Directors.  As soon as practicable after the 
Effective Time, MPL shall cause Hockett to be named to MPL's board of 
directors, and Hockett (or such alternate nominee as selected by a majority of 
the Management Shareholders with the reasonable approval of MPL) shall be 
renominated to serve on MPL's board of directors so long as any Management 
Shareholders continue to hold any shares of Common Stock.

                                   29


     7.8  ADESA's Board of Directors.  After the Effective Time, the 
Management Shareholders shall have the right to appoint that number of the 
members of ADESA's board of directors which is the largest number which 
constitutes, from time to time, a minority of ADESA's total board of directors 
so long as any Management Shareholder continues to hold any shares of Common 
Stock.

     7.9  Indemnification and Officers' and Directors' Liability Insurance.

          (a)  MPL agrees that for six years and one month after the Effective 
     Time it will not permit the articles of incorporation or bylaws of ADESA 
     or any Subsidiary to be amended if such amendment would limit or reduce 
     the indemnification rights which each present or former director of 
     officer of ADESA or any Subsidiary had under the articles of incorporation 
     and bylaws of ADESA or any Subsidiary in effect on January 1, 1994.

          (b)  For six years and one month after the Effective Time, MPL 
     agrees that it will provide or cause ADESA to continue to provide 
     officers' and directors' liability insurance covering each present and 
     former director and officer of ADESA and each Subsidiary who is presently 
     covered by officers' and directors' liability insurance or will be so 
     covered at the Effective Time on terms no less favorable than such 
     insurance maintained in effect on January 1, 1994 in terms of coverage and 
     amounts, and shall, as promptly as practicable after the Effective Time, 
     furnish upon request evidence that such insurance remains in full force.

          (c)  The provisions of this section 7.9 shall survive the closing of 
     the transactions contemplated hereby, is intended to benefit each present 
     and former director and officer of ADESA and each of the Subsidiaries, and 
     shall be binding on all successors and assigns of MPL, ADESA and the 
     Subsidiaries.

                                   ARTICLE VIII

                               CONDITIONS PRECEDENT


     8.1  Conditions to Each Party's Obligation to Effect the Merger.  The 
respective obligations of each party to effect the Merger are subject to the 
satisfaction, on or prior to the Closing Date, of the following conditions 
precedent:

          (a)  ADESA shall have held a meeting of its shareholders as required 
     by section 6.6 and at such meeting this Agreement and the Merger shall 
     have received the Requisite Shareholder Approval.

          (b)  The HSR Waiting Period shall have expired or been terminated.

                                   30


          (c)  No temporary restraining order, preliminary or permanent 
     injunction or other order issued by any court of competent jurisdiction 
     preventing the consummation of the Merger shall be in effect.

     8.2  Additional Conditions to Obligations of MPL and Sub.  The 
obligations of MPL and Sub to effect the Merger are subject to the satisfaction 
of the following additional conditions precedent, unless waived by MPL and Sub:

          (a)  The representations and warranties of ADESA set forth in this 
     Agreement shall be true and correct in all material respects as of the 
     date of this Agreement and MPL shall have received a certificate signed by 
     the chief executive officer and by the chief financial officer of ADESA to 
     such effect.

          (b)  The representations and warranties of ADESA set forth in this 
     Agreement shall be true and correct as of the date of this Agreement and 
     as of the Closing Date, as if made on and as of the Closing Date, (i) as 
     if none of such representations and warranties contained any 
     qualifications as to materiality or the absence of Material Adverse 
     Effect, and (ii) except for changes arising in connection with or 
     contemplated by this Agreement (including any litigation relating to the 
     Merger); provided, however, that notwithstanding the foregoing, this 
     condition shall be deemed to be satisfied if all breaches of such 
     representations and warranties, after giving effect to clauses (i) and 
     (ii) above, do not cumulatively constitute a Material Adverse Effect; and 
     MPL shall have received a certificate signed by the chief executive 
     officer and by the chief financial officer of ADESA as to fulfillment of 
     this condition.

          (c)  ADESA and the Management Shareholders shall have performed in 
     all material respects all obligations required to be performed by them 
     under this Agreement at or prior to the Closing Date, and MPL shall have 
     received a certificate signed by the chief executive officer and by the 
     chief financial officer of ADESA to such effect in respect of ADESA.

          (d)  Immediately prior to Closing, the Management Shareholders shall 
     have exchanged 2,420,433 shares of Common Stock for 2,420,433 shares of 
     common stock of Sub pursuant to and in accordance with the provisions of 
     that certain Subscription and Capitalization Agreement of even date 
     herewith by and among MPL, Sub and the Management Shareholders, a copy of 
     which agreement is annexed hereto and made a part hereof as Exhibit C.

          (e)  Each of Bank One Indianapolis, N.A. and Principal Mutual Life 
     Insurance Company shall have consented to the Merger and waived any right 
     to terminate, cancel, accelerate 

                                   31


     or modify any agreement or obligation between either of them and ADESA or 
     any Subsidiary.

          (f)  ADESA shall have used its reasonable good faith efforts to list 
     on the Schedules attached hereto exceptions and other relevant disclosure 
     items with respect to its representations and warranties set forth in 
     ARTICLE III as though such representations were absolute and not subject 
     to qualifications of materiality or absence of Material Adverse Effect, 
     and MPL shall have received a certificate signed by the chief executive 
     officer and by the chief financial officer of ADESA as to the fulfillment 
     of this condition.

     8.3  Additional Conditions to Obligations of ADESA.  The obligation of 
ADESA to effect the Merger is subject to the satisfaction of the following 
additional conditions precedent, unless waived by ADESA:

          (a)  The representations and warranties of MPL and Sub set forth in 
     this Agreement shall be true and correct in all material respects as of 
     the date of this Agreement and as of the Closing Date, at which time all 
     of said representations and warranties conclusively will be deemed to have 
     been made again, and ADESA shall have received a certificate signed by the 
     chief executive officer and by the chief financial officer of MPL to such 
     effect.

          (b)  MPL and Sub shall have performed in all material respects all 
     obligations required to be performed by them under this Agreement at or 
     prior to the Closing Date, and ADESA shall have received a certificate 
     signed by the chief executive officer and by the chief financial officer 
     of MPL to such effect.

          (c)  Immediately prior to Closing MPL shall have exchanged 297,722 
     shares of Common Stock and the sum of $145,786,374.50 for 8,683,233 shares 
     of Sub in accordance with the Subscription and Capitalization Agreement.

                                   ARTICLE IX

                                     CLOSING

     MPL, Sub, ADESA, and each Management Shareholder shall communicate and 
consult with each other with respect to the fulfillment of the various 
conditions to their obligations under this Agreement.  The exchange of the 
certificates, opinions and other documents contemplated in connection with the 
consummation of the Merger (the "Closing") shall take place at the offices of 
Sommer & Barnard, 111 Monument Circle, Suite 4000, Indianapolis, Indiana, not 
later than two business days following the adoption and approval of this 
Agreement and the Merger by the ADESA shareholders as required by section 6.6 
or such other date as may 

                                   32


be agreed upon by MPL and ADESA.  The date on which the Closing occurs is 
referred to herein as the "Closing Date".  In the event that at the Closing no 
party exercises any right it may have to terminate this Agreement and no 
condition to the obligations of the parties exists that has not been satisfied 
or waived, the parties shall (i) deliver to each other the certificates, 
opinions and other documents required to be delivered under this Agreement 
including, in the case of ADESA, the Articles of Merger and (ii) at the Closing 
or as soon thereafter as possible, consummate the Merger by filing the Articles 
of Merger with the Secretary of State of the State of Indiana. 

                                   ARTICLE X

                         TERMINATION, AMENDMENT AND WAIVER


     10.1 Termination.  This Agreement may be terminated at any time prior to 
the Effective Time, whether before or after approval of matters presented in 
connection with the Merger by the shareholders of ADESA:

          (a)  By mutual consent of MPL and ADESA;

          (b)  By MPL and Sub if any of the conditions set forth in section 
     8.2 shall not have been satisfied on or before June 30, 1995, unless such 
     eventuality shall be due to the failure of MPL or Sub to perform or 
     observe any of the covenants, agreements and conditions hereof to be 
     performed by them;

          (c)  By ADESA if any of the conditions set forth in section 8.3 
     shall not have been satisfied on or before June 30, 1995, unless such 
     eventuality shall be due to the failure of ADESA to perform or observe any 
     of the covenants, agreements and conditions hereof to be performed by it;

          (d)  By either of MPL and Sub, on the one hand, or ADESA on the 
     other hand, if any of the conditions set forth in section 8.1 shall not 
     have been satisfied on or before June 30, 1995, unless such eventuality 
     shall be due to the failure of the party seeking to terminate this 
     Agreement to perform or observe any of the covenants, agreements and 
     conditions hereof to be observed by such party; or

          (e)  By ADESA upon the occurrence of an event which obligates ADESA 
     to pay MPL the fee provided for in section 7.4.

     10.2 Effect of Termination.  In the event of termination of this 
Agreement by either MPL and Sub or ADESA as provided in section 10.1, this 
Agreement shall forthwith become void and there shall be no liability or 
obligation on the part of MPL, Sub, ADESA or the Management Shareholders except 
as set forth in sections 6.10, 6.11(b), 7.2, 7.3, 7.4., 7.9 and 11.9 and except 
to the 

                                   33


extent that such termination results from the breach by a party hereto of any 
of its representations, warranties, covenants or agreements set forth in this 
Agreement or in the Subscription and Capitalization Agreement.

     10.3 Amendment.  Subject to Section 10.5, this Agreement may be amended 
by the parties hereto at any time before or after the Merger has been approved 
by the Requisite Shareholder Approval but, after such Requisite Shareholder 
Approval, no amendment shall be made which by law requires further approval by 
shareholders of ADESA without such further Requisite Shareholder Approval.  
This Agreement may not be amended except by an instrument in writing signed on 
behalf of each of the parties hereto.

     10.4 Extension; Waiver.  Subject to section 10.5, at any time prior to 
the Effective Time, the parties hereto may, by mutual written consent, to the 
extent legally allowed, (i) extend the time for the performance of any of the 
obligations or other acts of the other parties hereto, (ii) waive any 
inaccuracies in the representations and warranties contained herein or in any 
document delivered pursuant hereto and (iii) waive compliance with any of the 
agreements or conditions contained herein.  Any agreement on the part of a 
party hereto to any such extension or waiver shall be valid only if set forth 
in an instrument in writing signed on behalf of such party.

     10.5 Procedure for Termination, Amendment, Extension or Waiver.  An 
effective termination of this Agreement pursuant to section 10.1, an effective 
amendment of this Agreement pursuant to section 10.3 or an effective extension 
or waiver pursuant to section 10.4 shall require (a) in the case of MPL and Sub 
action by their respective boards of directors or the duly authorized designee 
of its board of directors and (b) in the case of ADESA, action by its board of 
directors or a special committee thereof or the duly authorized designee 
thereof.

                                   ARTICLE XI

                               GENERAL PROVISIONS


     11.1 Nonsurvival of Representations, Warranties and Agreements.    None 
of the representations and warranties in this Agreement or in any instrument 
delivered pursuant to this Agreement shall survive the Effective Time.

     11.2 Additional MPL Covenants.  If the Merger is not consummated for any 
reason, MPL agrees that it will not, directly or indirectly, without the prior 
written consent of ADESA, which consent may be withheld in the sole discretion 
of ADESA, (i) employ or solicit for employment any person who is or was a 
director, officer or employee of ADESA during the period commencing January 4, 
1995 and ending January 4, 1997, or (ii) directly or indirectly enter into the 
automobile auction business within the 

                                   34


United States or Canada prior to January 5, 1997; provided, however, that the 
restrictions provided for in clause (ii) of this section 11.2 shall not apply 
if ADESA terminates this Agreement unless the fee described in section 7.4 is 
paid.

     11.3 Notices.  All notices and other communications hereunder shall be in 
writing and shall be deemed given if delivered personally or mailed by 
registered or certified mail (return receipt requested) to the parties at the 
following addresses (or at such other address for a party as shall be specified 
by like notice):

          (a)  If to ADESA or the Management Shareholders:

               To:       ADESA Corporation
                         1919 S. Post Road
                         Indianapolis, Indiana  46239-9429
                         Attention: President


                         Mr. Jack R. Kelly
                         Chairman, Special Committee of the
                         Board of Directors of ADESA Corporation
                         c/o Noro-Moseley Partners
                         4200 Northside Parkway, N.W.
                         Atlanta, Georgia 30327

               and

                         Mr. Jerry Williams
                         ADESA Corporation
                         1919 S. Post Road
                         Indianapolis, Indiana 46239-9429

                         John E. Zamer, Esq.
                         Jones, Day, Reavis & Pogue
                         3500 One Peachtree Center
                         303 Peachtree Street, N.E.
                         Atlanta, Georgia 30308-3242

                         James K. Sommer, Esq.
                         Sommer & Barnard
                         8900 Keystone Crossing, Suite 1046
                         Indianapolis, Indiana 46240

          (b)  If to MPL and Sub:

               To:       Minnesota Power & Light Company
                         30 West Superior Street
                         Duluth, Minnesota  55802
                         Attention: Chairman of the Board

                                   35


                         Minnesota Power & Light Company
                         30 West Superior Street
                         Duluth, Minnesota 55802
                         Attention: General Counsel


               and

                         R.L. Sorenson, Esq.
                         Briggs and Morgan
                         2200 First National Bank Bldg.
                         Saint Paul, Minnesota  55101

     11.4 Publicity.  So long as this Agreement is in effect, MPL and ADESA 
will consult with one another with respect to any press release or other public 
announcement.

     11.5 Counterparts.  This Agreement may be executed in one or more 
counterparts, all of which shall be considered one and the same agreement and 
shall become effective when one or more counterparts have been signed by each 
of the parties and delivered to the other parties, it being understood that all 
parties need not sign the same counterpart.

     11.6 Entire Agreement; No Third-Party Beneficiaries.  This Agreement and 
the Ancillary Agreements (i) constitute the entire agreement among the parties 
hereto and thereto with respect to the subject matter hereof and thereof and 
supersedes and cancels all prior agreements and understandings, both written 
and oral, among the parties with respect to the subject matter hereof and 
thereof including the Letter of Intent and (ii) none of such agreements is 
intended to confer, and none of such agreements shall confer, upon any Person 
other than the parties hereto or thereto any rights or remedies hereunder or 
thereunder.  

     11.7 Governing Law.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Indiana.

     11.8 Assignment.  Neither this Agreement nor any of the rights, interests 
or obligations hereunder shall be assigned by any of the parties hereto without 
the prior written consent of the other parties.  This Agreement will be binding 
upon, inure to the benefit of and be enforceable by the parties and their 
respective successors and assigns.

     11.9 No Limitation on Remedies.  The provisions in Article VII pertaining 
to the payment of certain fees and expenses in certain cases shall be in 
addition to and not in limitation of any rights or remedies otherwise available 
to any party hereto in respect of any breach hereof by any other party.  

     11.10  Interpretation.  When a reference is made in this Agreement to 
sections, Schedules or Exhibits, such reference shall be to a section, Schedule 
or Exhibit to this Agreement unless 

                                   36


otherwise indicated.  The table of contents and headings contained in this 
Agreement are for reference purposes only and shall not affect in any way the 
meaning or interpretation of this Agreement.  Whenever the words "include", 
"includes", or "including" are used in this Agreement, they shall be deemed to 
be followed by the words "without limitation".

     11.11  Meanings of Pronouns; Singular and Plural Words.  All pronouns used 
in this Agreement shall be deemed to refer to the masculine, feminine, neuter, 
singular and plural, as the identity of the Person to which or to whom 
reference is made may require.  Unless the context in which it is used shall 
clearly indicate to the contrary, words used in the singular shall include the 
plural, and words used in the plural shall include the singular.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
signed and delivered as of the date first written above.


Attest:                                 ADESA CORPORATION



Jerry Williams                          By     D. Michael Hockett
- -------------------------------           ----------------------------------
Secretary                                 Its  President
                                             -------------------------------




Attest:                                 AC ACQUISITION SUB, INC.



Philip R. Halverson                     By     Arend J. Sandbulte
- -------------------------------           ----------------------------------
Secretary                                 Its  President
                                             -------------------------------




Attest:                                 MINNESOTA POWER & LIGHT COMPANY



Philip R. Halverson                     By     Arend J. Sandbulte
- -------------------------------           ----------------------------------
Secretary                                 Its  Chairman, President and CEO
                                             -------------------------------

                                   37


                                        MANAGEMENT SHAREHOLDERS

                                        D. Michael Hockett
                                        ------------------------------------
                                        D. Michael Hockett

                                        L. S. Wechter
                                        ------------------------------------
                                        Larry S. Wechter

                                        Jerry Williams
                                        ------------------------------------
                                        Jerry Williams

                                        David H. Hill
                                        ------------------------------------
                                        David H. Hill

                                        John E. Fuller
                                        ------------------------------------
                                        John E. Fuller














Signature page to that certain Agreement and Plan of Merger dated February 23, 
1995 by and among the above signatories.

                                   38


                    List of Schedules and Exhibits

SCHEDULES:

     Schedule 3.3   Subsidiaries
     Schedule 3.7   Certain Violations
     Schedule 3.8   Liabilities
     Schedule 3.9   Absence of Certain Changes or Events
     Schedule 3.11  Title to Properties
     Schedule 3.14  Certain Agreements
     Schedule 3.17  Environmental Matters
     Schedule 3.20  Insurance

EXHIBITS:

     Exhibit A      Letter from ADESA's Accountants
     Exhibit B      Employee Incentive Plan
     Exhibit C      Subscription and Capitalization Agreement