Retention And Severance Agreement

AMENDMENT NO. 1 TO

RETENTION AND SEVERANCE AGREEMENT

This Amendment No. 1, dated as of June 19, 2006, to Retention and Severance Agreement (this " Amendment ") is entered into between ADESA, Inc. (as successor to ADESA Corporation), a Delaware corporation (the " Company "), and Cameron C. Hitchcock (the " Executive ").

R E C I T A L S

A. The Company and the Executive are parties to that certain Retention and Severance Agreement dated as of January 5, 2004, as may be amended, amended and restated, supplemented or otherwise modified from time to time (the " Agreement ").

B. The Company and the Executive desire to amend the Agreement as hereinafter set forth.

NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Certain Defined Terms . Capitalized terms which are used herein without definition and that are defined in the Agreement shall have the same meanings herein as in the Agreement.

2. Amendments to Agreement . The Agreement is amended as follows:

2.1 The name and address of the Company contained in Section 10 of the Agreement is hereby amended in its entirety to read as follows:

"ADESA, Inc.

13085 Hamilton Crossing Blvd.

Carmel, IN 46032

Attention: Chief Executive Officer"

2.2 The definition of "Company" contained in Section 15(C) of the Agreement is amended in its entirety as follows:

"(C) "Company" shall mean ADESA, Inc. and shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise."

2.3 The third sentence contained in Section 11 of the Agreement is amended in its entirety as follows:

1






"This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party, except the offer letter dated as of June 19, 2006."

2.4 The portion of the definition of "Good Reason" contained in Section 15(G)(I) to the Agreement is hereby amended in its entirety to read as follows:

"a substantial adverse alteration in the nature or status of the Executiv ...