Supplementary Retirement Plan

EXHIBIT 10.24


PRICEWATERHOUSECOOPERS


SUPPLEMENTARY RETIREMENT PLAN


FOR


DESIGNATED EMPLOYEES


OF


ADESA CANADA INC. AND ITS SUBSIDIARY
AND ASSOCIATED COMPANIES


EFFECTIVE JANUARY 1, 2002


TABLE OF CONTENTS


PAGE
---- SECTION I INTRODUCTION............................................................................1


1.1. Background..............................................................................1
1.2. Purpose.................................................................................1
1.3. Effective Date..........................................................................1
1.4. Unfunded Plan...........................................................................1
1.5. Interpretation..........................................................................1


SECTION II MEMBERSHIP & ELIGIBILITY................................................................2


2.1. Eligibility.............................................................................2
2.2. Membership Date.........................................................................2
2.3. Cessation of Membership.................................................................2
2.4. Age Limitation..........................................................................3
2.5. Waiving of Membership and Eligibility Requirements......................................3


SECTION III Notional Accounts.......................................................................4


3.1. Contributions...........................................................................4
3.2. Notional Account........................................................................4
3.3. Determination of Annual Credit..........................................................4
3.4. Allocation of Annual Credit.............................................................4
3.5. Investment Return on Notional Account...................................................4
3.6. Ineligible Service......................................................................5
3.7. Temporary Absence or Maternity/Parental Leave...........................................5
3.8. Vesting.................................................................................5


SECTION IV PAYMENT OF BENEFITS.....................................................................6


4.1. Calculation of Benefits.................................................................6
4.2. Termination Benefits....................................................................6
4.3. Retirement Benefits.....................................................................6
4.4. Death Benefits..........................................................................7
4.5. Beneficiary Designation.................................................................7


SECTION V ADMINISTRATION..........................................................................8


5.1. Administrator...........................................................................8
5.2. Extension of Time for Elections.........................................................8
5.3. Payments to Minors and Incompetents.....................................................8
5.4. Notices, Forms, Waivers and Elections...................................................9


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TABLE OF CONTENTS
(CONTINUED)


PAGE
---- SECTION VI AMENDMENT TO OR TERMINATION OF THE PLAN................................................10


6.1. Continuation and Amendment.............................................................10
6.2. Plan Wind Up...........................................................................10
6.3. Cessation of Membership on Plan Wind Up................................................10


SECTION VII GENERAL PROVISIONS.....................................................................11


7.1. Employment Rights......................................................................11
7.2. Effect of Misstatements................................................................11
7.3. Non-Assignment of Rights...............................................................11
7.4. Expenses...............................................................................11
7.5. Rights and Interests of Members........................................................11
7.6. Construction...........................................................................12


SECTION VIII GLOSSARY...............................................................................13


8.1. Defined Terms..........................................................................13


APPENDIX A .......................................................................................16


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SECTION I


INTRODUCTION


1.1. BACKGROUND


ADESA Canada Inc. (the "Company") has established a group registered
retirement savings plan and a deferred profit sharing plan for employees of
the Company (the "Base Plan"), effective February 1, 2001. The Base Plan is
registered under the provisions of the Income Tax Act. The Income Tax Act
restricts the benefits that may be provided by these plans.


1.2. PURPOSE


The Company has established this Supplementary Retirement Plan for
Designated Employees of the Company and its Subsidiary and Associated
Companies (the "Plan") with the object of retaining participating employees
at the Company's Canadian Central Office and providing participating
employees with enhanced benefits that, when added to benefits payable from
the Base Plan, will enable participating employees to enhance income upon
retirement.


1.3. EFFECTIVE DATE


The Plan is effective January 1, 2002.


1.4. UNFUNDED PLAN


The Company shall not be obliged to fund the Plan but may do so in its
absolute and uncontrolled discretion.


1.5. INTERPRETATION


The capitalized words and phrases used in this document are defined in the
Glossary in Section VIII.


The titles and headings that appear throughout this document are inserted
for convenience and ease of understanding. These titles and headings shall
not be used to determine the purpose, meaning or intention of the
provisions of the Plan to which they are appended.


Unless the context requires otherwise, the masculine gender includes the
feminine and the singular includes the plural, and vice versa. A reference
to a Section, Subsection or Paragraph is a reference to a Section,
Subsection or Paragraph of the Plan, unless otherwise indicated.


SECTION II


MEMBERSHIP & ELIGIBILITY


2.1. ELIGIBILITY


An Employee may become a Member on or after the completion of 12 months as
an Employee on the date determined by the Company provided that the
Employee has been designated by the Company as being eligible to join the
Plan. The names of eligible Employees and the Employees' eligibility dates
shall be set out in Section A.1 of Appendix A.


2.2. MEMBERSHIP DATE


An Employee who, in accordance with Subsection 2.1, is eligible to join the
Plan may elect to become a Member of the Plan by filing the designated form
with the Company.


If the Employee files the designated form within 60 days of the Employee's
eligibility date as set out in Section A.1 of Appendix A, the Employee
shall become a Member effective as of that eligibility date. However, if
the Employee files the designated form with the Company more than 60 days
from the Employee's eligibility date, the Employee shall become a Member on
the first day of the month following the month in which the Employee filed
the form.


2.3. CESSATION OF MEMBERSHIP


An individual shall cease to be a Member on the earliest of the following
dates:


(a) the date of the individual's Termination or Retirement;


(b) December 31 of the calendar year in which the Member attains 69 years
of age; and


(c) unless the individual immediately commences Designated Service, the
date that the individual ceases to be employed with the Company at the
Canadian Central Office location. Where an individual's membership
ceases in accordance with this Paragraph 2.3(c) the individual shall
be deemed to have Retired for the purpose of determining the
individual's rights and options under this Plan. The Company reserves
the right to use its sole discretion to decide whether an Employee
ceases to be employed with the Company at the Canadian Central Office
location.


No Member may withdraw from the Plan while a Member except as provided in
this Subsection. Any individual who ceases to be a Member under this
Subsection shall continue to be a Member for the sole purpose of making any
necessary elections under the Plan.


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2.4. AGE LIMITATION


Notwithstanding Subsections 2.1 and 2.2, an Employee cannot become a Member
after the end of the calendar year in which the Employee's 69th birthday
occurs.


2.5. WAIVING OF MEMBERSHIP AND ELIGIBILITY REQUIREMENTS


The Company may, at its sole discretion, waive the requirements for
membership and eligibility in Subsections 2.1 and 2.2. Any waiver under
either of these Subsections in respect of any particular Employee shall
have no precedential value with respect to any waiver in respect of any
other Employee.


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SECTION III


NOTIONAL ACCOUNTS


3.1. CONTRIBUTIONS


No Member contributions are required or allowed.


3.2. NOTIONAL ACCOUNT


The Company shall establish a Notional Account in respect of each Member
effective as of the Membership Date.


3.3. DETERMINATION OF ANNUAL CREDIT


The Annual Credit for each Member shall be determined based on the Member's
Base Earnings in excess of $100,000, as at January 1 of each year, and the
amount that corresponds in the scale in Section A.3 of Appendix A.


The Annual Credit shall be reflected in the Member's Notional Account on
January 1 of each year in respect of that particular year. Adjustments, if
applicable, shall be made to the Annual Credit, in accordance with the
provisions of Subsection 3.6 and 3.7, on December 31 of the particular
year, before the Investment Return is applied to the Member's Notional
Account.


In the year of Termination, Retirement or death of a Member, the Annual
Credit shall be pro rated to reflect the portion of the year the Member was
Actively Employed.


3.4. ALLOCATION OF ANNUAL CREDIT


The Company shall allocate to each Member's Notional Account an amount
equal to the Annual Credit as determined in accordance with Subsection 3.3.


3.5. INVESTMENT RETURN ON NOTIONAL ACCOUNT


Investment Returns shall be credited to each Member's Notional Account on
December 31 of each year based on the following formula:


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