Exhibit
10.10


ADESA,
INC.


DIRECTOR
COMPENSATION DEFERRAL PLAN


Restated Effective
January 1, 2005















 


TABLE OF CONTENTS


	
  SECTION 1

  	
   

  	
  RESTATEMENT, PURPOSE, AND APPLICATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  2.2

  	
   

  	
  Rules of
  Construction

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
  ELIGIBILITY FOR PARTICIPATION

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
  DEFERRALS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Permitted
  Deferrals

  	
   

  	
  4

  
	
  4.2

  	
   

  	
  Deferral
  Election Form

  	
   

  	
  4

  
	
  4.3

  	
   

  	
  Deferral Payout
  Form

  	
   

  	
  4

  
	
  4.4

  	
   

  	
  Election to
  Defer Irrevocable

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
  ACCOUNTS

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Establishment of
  Deferral Accounts

  	
   

  	
  4

  
	
  5.2

  	
   

  	
  Crediting of
  Elective Deferrals

  	
   

  	
  4

  
	
  5.3

  	
   

  	
  Additional
  Credits and Charges to Accounts

  	
   

  	
  5

  
	
  5.4

  	
   

  	
  Statement of
  Accounts

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
   

  	
  PAYMENT OF BENEFITS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Distribution of
  Accounts

  	
   

  	
  6

  
	
  6.2

  	
   

  	
  Designation of
  Beneficiary

  	
   

  	
  6

  
	
  6.3

  	
   

  	
  Additional
  Provisions Relating to Distributions

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
   

  	
  ADMINISTRATION AND CLAIMS PROCEDURES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Administration

  	
   

  	
  7

  
	
  7.2

  	
   

  	
  Filing a Claim

  	
   

  	
  7

  
	
  7.3

  	
   

  	
  Expenses

  	
   

  	
  7

  
	
  7.4

  	
   

  	
  Tax Withholding

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
   

  	
  AMENDMENT AND TERMINATION

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
   

  	
  MISCELLANEOUS PROVISIONS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Source of
  Payments

  	
   

  	
  8

  
	
  9.2

  	
   

  	
  Prohibition
  Against Alienation

  	
   

  	
  8

  
	
  9.3

  	
   

  	
  Successors

  	
   

  	
  8

  
	
  9.4

  	
   

  	
  Severability

  	
   

  	
  8

  



 



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ADESA,
INC.

DIRECTOR COMPENSATION DEFERRAL PLAN


This Restatement of
ADESA, Inc. Director Compensation Deferral Plan (“Plan”) has been adopted by
ADESA, Inc. (“Company”), effective January 1, 2005.


SECTION 1


RESTATEMENT, PURPOSE, AND
APPLICATION


The Company established
the Plan, effective April 21, 2004, to provide a means by which members of the
Company’s Board of Directors can defer certain compensation for their services
as Directors.  By this restatement, the
Company intends to conform the Plan with the requirements of Internal Revenue
Code Section 409A.  Except as expressly
provided herein, this restatement shall not apply to Grandfathered amounts,
which shall remain subject to the terms of the Plan, as in effect immediately
before this restatement.


SECTION 2


DEFINITIONS AND
INTERPRETATION


2.1                                 Definitions.


Whenever the first letter
of a term is capitalized herein, it shall have the meaning provided below,
unless a different meaning is plainly required by the context:


(a)                                  “Account”
means, with respect to a Participant, the bookkeeping account established by
the Administrator to record the Participant’s interest under the Plan.  “Account” also means, when the context so
permits, the amount credited to such bookkeeping account.  Each Participant’s Account shall consist of
the following sub-Accounts, to the extent applicable:


(1)                                  “Deferral Account”
means the Participant’s interest under the Plan attributable to Elective
Deferrals made or vested after December 31, 2004.  The Administrator shall separately account
for amounts deferred pursuant to each Deferral Election and the earnings
thereon.


(2)                                  “Grandfathered
Deferral Account” means the Participant’s interest under the Plan attributable
to (i) Elective Deferrals made and vested on or before December 31, 2004, and
(ii) Grandfathered elective deferrals under the ALLETE Director Compensation
Plan transferred to this Plan on or before December 31, 2004.


(b)                                 “Administrator”
means the Board; provided, however, the Board may delegate one or more
administrative responsibilities under the Plan to any person (including a
committee), in which case such person shall be considered the Administrator
with respect to the delegated responsibility.


(c)                                  “Applicable
Form” means the appropriate form, as designated and furnished by the
Administrator, to make an election or provide a notice under the Plan.










 



(d)                                 “Beneficiary”
means, with respect to a Participant, the Participant’s beneficiary or
beneficiaries, as determined pursuant to Section 6.2.


(e)                                  “Benefit
Commencement Date” means the date as of which a distribution under the Plan is
to be made (or begin, if payable in installments).


(f)                                    “Board”
means the Company’s Board of Directors.


(g)                                 “Cash
Retainer Compensation” means the compensation that would be payable to the
Director in cash, absent his or her election, for services as a Director,
except for expense reimbursements and travel allowances.


(h)                                 “Change
in Control Event” means, with respect to a Director, a change in the ownership
or effective control of the Company or in the ownership of a substantial
portion of the Company’s assets, to the extent any such event is deemed to be
an event described in Section 409A(a)(2)(A)(v) of the Code and Section
1.409A-3(g)(5) of the proposed Treasury regulations or any successor thereto.


(i)                                     “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


(j)                                     “Company”
means ADESA, Inc.


(k)                                  “Deferral
Election” means a Director’s election to defer Cash Retainer Compensation by
filing a Deferral Election Form.


(l)                                     “Deferral
Election Form” means the form approved by the Administrator for making Deferral
Elections.


(m)                               “Designated
Person” means the individual designated by the Administrator to receive an
election form under the Plan.


(n)                                 “Director”
means any Board member who is not a common law employee of an Employer.


(o)                                 “Elective
Deferrals” means amounts deferred by a Participant under the Plan pursuant to
the Participant’s Deferral Election.


(p)                                 “Employer”
or “Employers” means the Company and any parent or subsidiary thereof.


(q)                                 “Fixed
Investment Fund” means an Investment Fund providing for a fixed stated rate of
return, as established by the Administrator from time to time.


(r)                                    “Fund”
means an Investment Fund.


(s)                                  “Grandfathered”
means an amount deferred and vested on or before December 31, 2004, under an
arrangement that has not been materially modified within the meaning of Code



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Section 409A and the guidance thereunder and
is, therefore, not subject to the requirements of Code Section 409A.


(t)                                    “Investment
Credit” means, with respect to an Account, an amount credited to the Account
pursuant to Subsection 5.3(b).


(u)                                 “Investment
Fund” means a fund established by the Administrator pursuant to Subsection
5.3(b) for the purpose of determining Investment Credits.


(v)                                 “Participant”
means a Director with an Account balance under the Plan.


(w)                               “Plan”
means the deferred compensation plan embodied herein, as amended from time to
time, known as the ADESA, Inc. Director Compensation Deferral Plan.


(x)                                   “Plan
Year” means the 12-month period beginning each January 1 and ending on the
following December 31.


(y)                                 “Terminates
Service” or “Termination of Service” means a complete termination of the
service relationship between the Participant and all Employers.


(z)                                   “Trust”
means the Trust for ADESA, Inc. Director Compensation Deferral Plan, as amended
from time to time.


(aa)                            “Trustee”
means the trustee of the Trust from time to time.


2.2                                 Rules
of Construction.


The following rules shall
govern the interpretation of the Plan:


(a)                                  The
Plan is intended to comply with Code Section 409A, and it shall be interpreted
and administered in accordance with such intent.


(b)                                 Subject
to the provisions of Subsection (a), the Plan shall be construed, regulated,
and administered in accordance with the internal laws of the State of Indiana,
without regard to conflict of law principles.


(c)                                  Words
used in the masculine gender shall be deemed to include the feminine, where
appropriate, and vice versa, and words used in the
singular shall be deemed to include the plural, where appropriate, and vice versa.


(d)                                 Headings
and subheadings have been inserted for convenience of reference only and shall
not affect the construction of the terms hereof.


SECTION 3


ELIGIBILITY FOR
PARTICIPATION


An individual shall
become eligible for participation upon becoming a Director.



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SECTION 4


DEFERRALS


4.1                                 Permitted
Deferrals.


A Director may elect to
defer any whole percentage of the Cash Retainer Compensation otherwise payable
to him or her with respect to services performed during a Plan Year by filing a
Deferral Election Form with the Designated Person on or before December 31 of
the preceding Plan Year.  An individual
may also elect to defer any whole percentage of the Cash Retainer Compensation
payable to him or her for the portion of the Plan Year remaining after filing
the Deferral Election Form by filing such form with the Designated Person
within 30 days of becoming a Director. Compensation paid in stock may not be
deferred pursuant to this Section.


4.2                                 Deferral
Election Form.


For a Deferral Election
to be effective, the Director must file a properly completed Deferral Election
Form with the Designated Person during the period required by Section 4.1 and
complete any other forms reasonably required by the Administrator.  If a Director does not file a timely Deferral
Election Form with respect to a Plan Year, the Director shall be deemed to have
irrevocably elected not to defer any portion of his or her Cash Retainer
Compensation for such Plan Year.


4.3                                 Deferral
Payout Form.


Each Deferral Election
Form filed by a Director shall specify the manner in which all amounts deferred
pursuant to Form and the earnings on such amounts shall be distributed.  The available payment options are specified
in Section 6.1.


4.4                                 Election
to Defer Irrevocable.


Except as otherwise
expressly provided in this Plan, the elections made on a Director’s Deferral
Election Form shall be irrevocable when filed with the Designated Person.


SECTION 5


ACCOUNTS


5.1                                 Establishment
of Deferral Accounts.


The Administrator shall
establish an Account with respect to each Participant to record that
Participant’s interest under the Plan.


5.2                                 Crediting
of Elective Deferrals.


Amounts deferred by a
Director shall be credited to his or her Account as of the date on which such
amounts would otherwise have been paid to the Director in cash (absent the
Deferral Election).



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5.3                                 Additional
Credits and Charges to Accounts.


(a)                                  On
the date of any distribution with respect to a Participant under the Plan, the
Participant’s Accounts shall be reduced by the amount of the distribution.


(b)                                 Investment
Credits.  Investment Credits shall be
made to a Participant’s Accounts as provided in following paragraphs of this
Subsection:


(1)                                  The Administrator
shall, from time to time, select Investment Funds to be used to determine
Investment Credits under the Plan.  The
Administrator shall provide Participants with information regarding the Funds
and may, in its sole discretion, discontinue, substitute, or add a Fund as of
the first day of any month by providing at least 30 days’ prior written notice
to Participants.


(2)                                  Each Participant may
elect for his Accounts to be invested in one or more of the Investment Funds by
filing an Applicable Form with the Administrator.  A Participant may change his investment
election as of the beginning of any calendar month by filing a new Applicable
Form with the Administrator before the first day of such month.  If a Participant does not designate any
Investment Fund, he shall be deemed to have elected the Fixed Interest Fund, to
the extent that such Fund exists, or if such Fund is no longer available, the
most comparable available Investment Fund.


(3)                                  It is anticipated
that the Company will contribute to the Trust, not later than 30 days following
the date as of which an Elective Deferral is credited to a Participant’s
Account (“Contribution Period”), an amount equal to such credit and that such
amount will be invested by the Trustee pursuant to the Participant’s
election.  If an anticipated contribution
and investment are made within the Contribution Period, the Investment Credits
with respect to the affected Participant’s Accounts shall be the amounts earned
by the Trust with respect to such Accounts, as determined by the
Administrator.  If an anticipated
contribution and investment are not made within the Contribution Period, the
affected Participant’s Accounts shall be credited with Investment Credits as if
such contributions had been made.


(4)                                  It is anticipated
that the Trustee will reinvest Trust assets to reflect a Participant’s election
to change Investment Funds within 30 days after the effective date of the
Participant’s election (“Reinvestment Period”). 
If the Trustee changes the investment of Trust assets to reflect to
Participant’s election within the Reinvestment Period, the Investment Credits
with respect to the affected Participant’s Accounts shall be the amounts earned
by the Trust with respect to such Accounts, as determined by the
Administrator.  If the Trustee does not
change the investment of Trust assets to reflect to Participant’s election
within the Reinvestment Period the affected Participant’s Accounts shall be
credited with Investment Credits as if such reinvestment had been made.


(5)                                  For purposes of
determining the Investment Credits with respect to the Fixed Income Fund, the
earnings of such Fund shall be deemed to be the stated rate for the Fund, as in
effect from time to time, rather than the actual return on Trust assets.



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(6)                                  In determining
Investment Credits to be credited to an Account, the Administrator may make
reasonable estimates and approximations, as it deems appropriate.


5.4                                 Statement
of Accounts.


At least annually, the
Administrator shall provide to each Director a statement indicating the balance
of his or her Account(s) as of a recent date, in such form as the Administrator
deems appropriate.


SECTION 6


PAYMENT OF BENEFITS


6.1                                 Distribution
of Accounts.


(a)                                  The
portion of a Director’s Account balance attributable to each Deferral Election
shall be paid in accordance with that Deferral Election.  If the Director is alive, payments shall be
made to the Director.  Except as
expressly provided herein, after the Director’s death, any remaining payments
shall be paid to his Beneficiary in the same form in which they would have been
paid if the Director were still alive.


(b)                                 A
Director may elect, as part of his or her Deferral Elections, that amounts
deferred pursuant to the election and all earnings thereon be paid (i) in a
lump sum or (ii) in substantially equal annual installments over a term of two
to ten years, as elected by the Director. 
The Benefit Commencement Date for such payments shall occur during the
first calendar quarter following the Director’s Termination of Service (but in
no event more than 2-1⁄2 months following the calendar quarter in which the
Director Terminates Service).


(c)                                  If
a Change in Control Event occurs prior to the benefit payment date that would
otherwise occur under Section 6.1(a) or 6.1(b) with respect to a Director, the
Director’s Account balance shall be paid in a single lump sum on the later of
(i) a Change in Control Event; or (ii) January 1, 2007.


6.2                                 Designation
of Beneficiary.


Each Participant may
designate one or more beneficiaries or change a prior Beneficiary designation
by filing an Applicable Form with the Designated Person.  To be effective, the Beneficiary designation
form must be received by the Designated Person during the Participant’s
life.  If the Participant has not
designated a Beneficiary, or all persons designated as Beneficiaries have
pre-deceased the Participant, the Participant’s Beneficiary shall be his
estate.  Unless otherwise specified in
the Director’s Beneficiary designation, if a Beneficiary who survives the
Participant dies before receiving all payments to which he or she would be
entitled under the Plan, the remaining Account balance payable to the
Beneficiary shall be paid in a lump sum to Beneficiary’s estate.



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6.3                                 Additional
Provisions Relating to Distributions.


If an amount
is payable under the Plan to a minor, person declared incompetent, or a person
incapable of handling the disposition of his or her property, the Administrator
may, in its discretion, make such payment to the guardian, legal
representative, or person having the care or custody of such person.  The Administrator may require proof of
incompetency, minority, or guardianship as it may deem appropriate before
making such payment.  Such distribution
shall completely discharge all persons from any and all liability with respect
to such benefit.


SECTION 7


ADMINISTRATION AND CLAIMS
PROCEDURES


7.1                                 Administration.


This Plan shall be
administered by the Administrator.  The
Administrator may from time to time establish rules for the administration of
the Plan that are not inconsistent with the provisions of the Plan.  The Administrator shall have the authority to
interpret the provisions of the Plan, which interpretation shall be conclusive
and binding on all Directors and Beneficiaries.


7.2                                 Filing
a Claim.


Any Director or
Beneficiary, or his or her authorized representative, may make a claim for
benefits due him or her under the Plan by making a written request therefor to
the Administrator, setting forth with specificity the facts and events which
give rise to the claim.  The
Administrator shall promptly respond, consistent with any legal requirements
that may apply.


7.3                                 Expenses.


The cost of payment from
the Plan and the expense of administering the Plan shall be borne by the
Company.


7.4                                 Tax
Withholding.


The Company may deduct
from any payment to be made under the Plan, any federal, state, or local taxes
or other charges required by law to be withheld with respect to such payments.


SECTION 8


AMENDMENT AND TERMINATION


The Company may amend or
terminated that Plan at any time, provided, however, that no amendment or
termination shall provide for a distribution that violates Code Section 409A or
adversely affect any Participant’s Account, unless the affected Participant (or
Beneficiary, if the Participant is deceased) has given prior written consent to
such change.  Any action to amend or
terminate the Plan must be approved by the Board or its designee.



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SECTION 9


MISCELLANEOUS PROVISIONS


9.1                                 Source
of Payments.


The Company shall be
responsible for the payment of all benefits under the Plan to the extent that
such benefits are not payable from the Trust. 
The Company shall not have any obligation to set aside assets for the
provision of benefits under the Plan and, if any such funds are contributed to
the Trust, they shall remain subject to the claims of the Company’s
creditors.  No Participant or Beneficiary
shall have any rights to any assets of the Company or the Trust other than as a
general creditor of the Company.


9.2                                 Prohibition
Against Alienation.


No benefit or interest
available under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment, either voluntarily or involuntarily.


9.3                                 Successors.


The provisions of the
Plan shall be binding of each Director, his or her heirs, personal
representatives, and beneficiaries (including the Beneficiary), and subject to
the Company’s right to amend or terminate the Plan.  The provisions of the Plan shall also be
binding on the Company and its successors and assigns.


9.4                                 Severability.


If any provision of the
Plan is held to be illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed as if such illegal or invalid provision had never been
included in the Plan.


The undersigned
duly authorized officer of ADESA, Inc. has executed this Restatement of ADESA,
Inc. Director Compensation Deferral Plan on this 21st day of December, 2006.


	
  

  	
  ADESA, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ David G. Gartzke

  
	
   

  	
  David G. Gartzke

  
	
   

  	
  Title:  Chairman
  and Chief Executive Officer

  



 



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